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

           Friday, September 15, 2006, Vol. 10, No. 220

                             Headlines

2-TRACK GLOBAL: June 30 Balance Sheet Upside-Down by $1.1 Million
99 CENT: June 30 Balance Sheet Upside-Down by $17.8 Million
ABN AMRO: Moody's Reviewing Junked Currency Ratings & May Upgrade
ACXIOM CORP: Provides Preliminary Data on Sept. 12 "Dutch Auction"
ADVENTURE PARKS: Case Summary & 51 Largest Unsecured Creditors

AEP INDUSTRIES: Moody's Raises Rating on $175 Million Notes to B1
ALIXPARTNERS LLP: S&P Rates $435 Million Senior Facility at BB-
ALPHA INNOTECH: June 30 Balance Sheet Upside-Down by $1.5 Million
AMERICREDIT CORP: Fitch Assigns BB- Rating to $500 Million Debts
APOGEE TECH: Accumulated Deficit Tops $14.3 Million at June 30

APX HOLDINGS: Sells Software to Global Mail for $135,000
ARGENT SECURITIES: Moody's Rates Class M-11 Certificates at Ba2
ASARCO LLC: Can File Employment Application Under Seal
ASARCO LLC: Court Extends CBA for Globe Plant Employees
AVITAR INC: Posts $1,329,038 Net Loss in 2006 Third Quarter

AZTEC METAL: Taps Iven Taub as Special Tax Counsel
BOOTIE BEER: June 30 Balance Sheet Upside-Down by $8 Million
CAPITAL BEVERAGE: Files Second Quarter Financial Statements
CARDINAL COMMS: June 30 Stockholders' Deficit Tops $3.7 Million
CENTURION CDO: Moody's May Lower Ba3 Ratings of Two Note Classes

CERADYNE INC: Gets $13.3 Mil. Body Armor Orders from U.S. Army
CHEMDESIGN CORP: Meeting of Creditors Scheduled on September 29
CLEARCOMM LP: June 30 Partnership Deficit Widens to $69.6 Million
COLLINS & AIKMAN: Seeks Authority for Gordon to Close Pvt. Sales
COMMERCE PLANET: Appoints Charles Gugliuzza as President

CONGOLEUM CORP: Court Okays $16.95MM Deal with Century Indemnity
CREST G-STAR: Moody's Places $21 Mil. Notes' Ba2 Rating on Review
DANA CORP: Wants to Assume 36 Non-Residential Real Property Leases
DANA CORP: Wants to Walk Away from Four Real Property Leases
DANA CORP: Trade Creditors Sell 73 Claims Totaling $8,815,794

DELTA AIR: Union Grants $2 Million Fund to Help Pilots
DENNY'S CORP: Sells 66 Properties to National Retail for $67 Mil.
DIGITAL LIGHTWAVE: Has $58 Mil. Stockholders' Deficit at June 30
DND TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $7.3 Mil.
DOLE FOOD: Moody's Reviews Long-Term Ratings and May Downgrade

DOYLESTOWN PARTNERS: Voluntary Chapter 11 Case Summary
DRESSER-RAND: Improved Financial Profile Cues S&P's Rating Upgrade
EMPIRE GLOBAL: 2006 Second Quarter Net Loss Narrows to $89,178
EMPIRE RESORTS: Receives Notice on Draft Environmental Assessment
ENERGY PARTNERS: Rejects ATS Inc.'s Unsolicited Acquisition Offer

ENHERENT CORP: June 30 Balance Sheet Upside-Down by $1.2 Million
ENRON CORP: Court Sets Jeffrey Skilling's Sentencing on October 23
ENRON CORP: Judge Lake Sets Richard Causey's Sentencing on Oct. 19
ENRON CORP: DOJ to Hear Victims in Fastow's Case on September 26
FORD MOTOR: UAW Agrees to Voluntary, System-Wide Buyouts

FUTUREMEDIA PLC: Auditors Express Going Concern Doubt
GALAXY NUTRITIONAL: June 30 Balance Sheet Upside-Down by $3.5 Mil.
GENTEK INC: Chief Financial Officer Andrew Hines Resigns
GERDAU AMERISTEEL: Moves to Close New Jersey Melt Shop Facility
GLOBAL ENERGY: Has $3.9 Million Working Capital Deficit at June 30

GSMSC LTD: Moody's Places Ba2 Rating on Class N-3 Notes
HEALTH CARE: Inks $877 Mil. Merger Agreement with Windrose Medical
HERBST GAMING: Earns $11.2 Million in Quarter Ended June 30
INTERSTATE BAKERIES: Trade Creditors Sell 36 Claims Totaling $19MM
KANA SOFTWARE: Posts $383,000 Net Loss in Quarter Ended June 30

KANA SOFTWARE: Files Registration Statement for Stock Sale
KANA SOFTWARE: Forms Financial Services Vertical Sales Team
KB HOME: Fitch Affirms Low-B Ratings & Revises Outlook to Stable
KESSLER HOSPITAL: Files Voluntary Ch. 11 Petition in New Jersey
KESSLER HOSPITAL: Case Summary & 20 Largest Unsecured Creditors

KINETEK INDUSTRIES: S&P Puts B- Corporate Credit Rating on Watch
KMART CORP: Wants Global Property to Produce Docs on $20MM Claim
KMART CORP: Hawkins Wants Injunction Modified to Pursue Action
LARREA BIOSCIENCES: R. E. Bassie Raises Going Concern Doubt
LEGACY ESTATE: Jackson Family Wines Closes Legacy Transaction

MAJESCO ENT: Third Fiscal Quarter Net Loss Narrows to $724,000
MCLEODUSA INC: S&P Rates $110 Million Senior Secured Notes at B-
MCLEODUSA INC: Moody's Rates Proposed $110 Million Notes at B3
MESABA AVIATION: Union Grants $2 Million Fund to Help Pilots
MESABA AVIATION: Disappointed on District Court CBA Ruling

MICHAEL O'CONNOR: Case Summary & 28 Largest Unsecured Creditors
MUSICLAND HOLDING: Shwarzstein Wants Stay Lifted to Pursue Claims
MUSICLAND HOLDING: Inks Terminating Card Agreement with Washington
NICHOLAS-APPLEGATE: Moody's May Cut B1 Rating on $10.6 Mil. Notes
NOBLE DREW: Wants Slochowsky & Rappaport as Special Counsel

OXFORD MEDIA: Buys SVI Hotel Corp. for Approximately $10 Million
PARMALAT: Farmland and Carmen Green Want Pact on PI Suit Approved
PARMALAT GROUP: Share Capital Increases to EUR1.6 Bil. in August
PARMALAT USA: SpA Sells Stake in Italcheese & Australian Business
PEABODY ENERGY: S&P Rates Proposed $2.75 Billion Facilities at BB

PELTS & SKIN: Gets Peragine & Leas as Special Litigation Counsel
POE FINANCIAL: Taps Holland & Knight as Bankruptcy Counsel
PORTRAIT CORP: U.S. Trustee Names Four-Member Creditors' Panel
POWERCOLD CORP: Restates 2005 Financial Statements
PRIDE INTERNATIONAL: S&P Affirms BB Rating & Removes Neg. Watch

PULL'R HOLDINGS: Hires Renner Otto as Special Trademark Counsel
RADNOR HOLDINGS: Taps Wilmer Cutler as Investigative Counsel
RCN CORP: Turns to Blackstone Group for Aid in Possible Sale
RIVERSTONE NETWORKS: Court Confirms Chapter 11 Liquidating Plan
ROTEC INDUSTRIES: Wants Until December 27 to Decide on Leases

ROTEC INDUSTRIES: Wants Removal Period Stretched to November 27
SAMSONITE CORP: Moody's May Upgrade B3 Rating of 8.875% Notes
SANMINA SCI: Gets Waiver Consent from Majority of Notes Holders
SATELITES MEXICANOS: Judge Drain Approves Tax Obligations Payments
SATELITES MEXICANOS: Gets Court Final Nod to Use Cash Collateral

SEAGATE TECH: Intends to Launch $1.25 Billion Debt Offer
SHERIDAN HEALTHCARE: S&P Rates $135 Million 2nd-Lien Loan at CCC+
SHUMATE IND: Appoints Kenton Chickering to Board of Directors
STOLLE MACHINERY: S&P Rates $60 Million 2nd-Lien Facility at B
STOLLE MACHINERY: Moody's Junks Rating on $60 Million Term Loan

STONEBRIDGE INDUS: Case Summary & 20 Largest Unsecured Creditors
T.A.T. PROPERTY: Court Okays Second Amended Disclosure Statement
T.A.T. PROPERTY: Plan Confirmation Hearing Scheduled on Sept. 28
TATER TIME: Wants Gregory Lockwood as Bankruptcy Counsel
TATER TIME: Court Approves Third Amended Disclosure Statement

TATER TIME: Plan Confirmation Hearing Scheduled on October 26
TIME WARNER: S&P Rates $700 Million Bank Financings at B
TRIBUNE CO: Selling WLVI-TV to Sunbeam Television for $113 Million
TURNER-DUNN: Hires Stinson Morrison as Bankruptcy Counsel
UNISOURCE ENERGY: Moody's Upgrades Credit Facility Rating to Ba1

VIEW SYSTEMS: Files 2006 Second Quarter Financial Statements
WESCO AIRCRAFT: Moody's Junks Rating on $165 Million Term Loan
WILLIAM LYON: Subsidiary Solicits Consent for Three Senior Notes
WINDSOR QUALITY: S&P Affirms B+ Rating & Revises Outlook to Stable
WINN-DIXIE: Wants Store No. 1409 Lease Rejected Effective Aug. 31

WINN-DIXIE: Wants to Reject 268 Contracts & Leases
WOLVERINE TUBE: To Close Production Plants in Tennessee & Quebec
WORLDCOM INC: Parus Wants to Conduct Spoliation Discovery on Docs
WORLDCOM INC: Substitutes Counsel as to Tennessee's Four Claims
WYNN LLC: Moody's Raises Rating on $1.3 Billion Notes to B1

WYNN RESORTS: S&P Raises Corporate Credit Rating to BB- from B+

* BOOK REVIEW: Panic on Wall Street: A History of America's
               Financial Disasters

                             *********

2-TRACK GLOBAL: June 30 Balance Sheet Upside-Down by $1.1 Million
-----------------------------------------------------------------
2-Track Global, Inc., fka ECP Ventures, Inc., filed its financial
statements for the quarter ended June 30, 2006, with the
Securities and Exchange Commission.

The Company reported a $592,972 net loss on $149,916 of sales for
the quarter ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $167,503
in total assets and $1,304,448 in total liabilities resulting in a
$1,136,945 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $151,214 in total current assets available to
pay $1,304,448 in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1193

                        Going Concern Doubt

Moen and Company, LLP, in Vancouver, British Columbia, Canada,
raised substantial doubt about 2-Track Global's Inability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's incurred losses of
$1,480,013 since inception and working capital deficiency of
$1,000,320 at December 31, 2005.

                         About 2-Track Global

Headquartered in London, United Kingdom, 2-Track Global, Inc. --
http://www.2-trackglobal.com/-- incorporated on March 12, 2002,
as ECP Ventures, Inc. under the Company Act of the State of
Nevada, U.S.A., to pursue the business of mineral exploration.
The Company changed its name to 2-Track Global, Inc. on
Dec. 1, 2004 concurrent with the acquisition of the wholly-owned
subsidiary United Kingdom Corporation, 2-Track Limited and changed
the nature of its business to logistics-oriented technology
including vessel and vehicle fleet management solutions, and
proprietary positional real-time integrity and status monitoring
systems for containers and other remote assets.


99 CENT: June 30 Balance Sheet Upside-Down by $17.8 Million
-----------------------------------------------------------
99 Cent Stuff, Inc., filed its quarterly financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $1,582,000 net loss on $14,973,000 of
revenues for the months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $8,381,000
in total assets and $26,217,000 in total liabilities resulting
in a $17,836,000 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $5,314,000 in total current assets available to pay
$11,753,000 in total current liabilities coming due within the
next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?1199

                        Going Concern Doubt

As reported on the Troubled Company Reporter on Apr. 26, 2006,
Daszkal Bolton, LLP, in Boca Raton, Florida, raised substantial
doubt about 99 Cent Stuff's Inability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and its total
liabilities exceed its total assets.

99 Cent Stuff, Inc. -- http://www.99centstuff.com/-- operates 16
stores in South Florida, selling items ranging from baby products
and clothing to hardware and toys.  Everything in the store is
99 cents or less.  The company also sells food, including produce,
to encourage customers to visit frequently.


ABN AMRO: Moody's Reviewing Junked Currency Ratings & May Upgrade
-----------------------------------------------------------------
Moodys's Investors Service placed the long-term foreign currency
deposit ratings of certain rated Uruguayan banks on review for
possible upgrade.  The national scale ratings for foreign currency
deposits of these banks were also placed on review for possible
upgrade.

Moody's also placed on review for possible upgrade the Baa2.uy
national scale rating for foreign currency debt of Banco
Hipotecario del Uruguay.

The rating actions follow the review for possible upgrade of
Uruguay's foreign currency country ceilings for bonds and notes
and of the foreign currency ceiling for bank deposits.  Moody's
also placed on review for possible upgrade Uruguay's foreign
currency sovereign bond rating.

Rating actions:

   ABN AMRO Bank N.V. Montevideo Branch

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   BankBoston N.A. (Uruguay)

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   Credit Uruguay Banco S.A.

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   Lloyds TSB Bank plc (Uruguay).

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   Banco Santander S.A. (Uruguay)

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   Banco de la Rep£blica Oriental del Uruguay

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

   Banco Hipotecario del Uruguay

      * Foreign currency deposit rating: Caa1 -- On review
        for upgrade

      * National scale rating for foreign currency deposits:
        Ba2.uy On review for upgrade

      * National scale foreign currency debt rating: Baa2.uy
        -- On  review for upgrade


ACXIOM CORP: Provides Preliminary Data on Sept. 12 "Dutch Auction"
------------------------------------------------------------------
Acxiom Corporation provided preliminary proration information with
respect to its previously announced preliminary results of its
modified "Dutch Auction" self-tender offer, which expired at
5:00 p.m., EDT, on Sept. 12, 2006.

Acxiom had previously disclosed that based on the preliminary
count by the depositary for the tender offer, an aggregate of
24,911,233 shares of Acxiom common stock were properly tendered
and not withdrawn at or below a price of $27 per share, including
8,537,481 shares that were tendered through notice of guaranteed
delivery.

Based on these preliminary results the company expects to purchase
11,111,111 shares in the tender offer, subject to proration, at
$25.75 per share.

Computershare Trust Company, N.A., the depositary for the tender
offer, has informed Acxiom that the preliminary proration factor
for the shares tendered at $25.75 and below is approximately 97%.
The exact proration factor is subject to delivery of the shares
that were tendered through notice of guaranteed delivery.

The results announced Wednesday are preliminary and subject to
verification by the depositary of the proper delivery of the
shares validly tendered and not withdrawn.  Final results will be
announced following the completion of the verification process.
Acxiom expects payment for the shares accepted for purchase to
occur today and the return of all shares tendered and not accepted
for purchase to occur within one week.

The dealer managers for the self-tender offer are J.P. Morgan
Securities Inc. and Stephens Inc.  The information agent is
Innisfree M&A Incorporated, and the depositary is Computershare
Trust Company, N.A.

                      About Acxiom Corporation

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

                         *     *     *

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

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


ADVENTURE PARKS: Case Summary & 51 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Adventure Parks Group, LLC
             3766 Old Clyattville Road
             Valdosta, Georgia 31601

Bankruptcy Case No.: 06-70659

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Wild Adventures Valdosta, LLC              06-70660
      Cypress Gardens Adventure Park, LLC        06-70661

Type of Business: Adventure Parks is the holding company of
                  Wild Adventures and Cypress Gardens.  Wild
                  Adventures operates an amusement park in
                  Valdosta, Georgia while Cypress operates an
                  amusement park in Winter Haven, Florida.

Chapter 11 Petition Date: September 11, 2006

Court: Middle District of Georgia (Valdosta)

Judge: John T. Laney III

Debtors' Counsel: George H. McCallum, Esq.
                  Ward Stone, Jr., Esq.
                  Stone and Baxter, LLP
                  577 Mulberry Street Suite 800
                  Macon, Georgia 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899

                         Estimated Assets      Estimated Debts
                         ----------------      ---------------
Adventure Parks          $10 Million to        $50 Million to
Group, LLC               $50 Million           $100 Million

Wild Adventures          $50 Million to        $50 Million
Valdosta, LLC            $100 Million          $100 Million

Cypress Gardens          $50 Million to        $50 Million
Adventure Park, LLC      $100 Million          $100 Million


A. Adventure Parks Group, LLC's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Falcon Mezzanine Partners LP                          $8,615,000
Attn: Sandeep Alva
60 Kendrick Sreet
Needham Heights, MA 02494

Regions Bank                  WAV - $3,666,667        $6,000,000
Attn: Chip Harp, Senior VP    Cypress - $2,333,333
P.O. Box 848
Valdosta, GA 31603

Bill & Melinda Gates                                  $7,694,000
Foundation
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266

The CIT Group/Equip           WAV - $3,888,889        $7,000,000
Finance, Inc.                 Cypress - $6,111,111
Attn: Dana Hammond
1540 W. Fountainhead Parkway
Tempe, AZ 85282

CK CP #3 LP                                           $4,564,000
Attn: Michael Silverman
2100 McKinney Avenue
Suite 700
Dallas, TX 75201

David B. & Jane P. Motley                             $2,500,000
3329 Plantation Drive
Valdosta, GA 31605

Bill & Melinda Gates                                  $1,860,000
Foundation
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266


Cascade Investment, L.L.C.                            $1,209,000
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266

Cascade Investment, L.L.C.                              $625,000
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266

Arrow Investment Partners                                $61,000
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266

Arrow Investment Partners                                $15,000
Attn: Robert Sydow
c/o Grandview Capital
Management, LLC
820 Manhattan Avenue #200
Manhattan Beach, CA 90266

B. Wild Adventures Valdosta, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
OneSource Landscape & Golf                              $324,258
P.O. Box 198352
Atlanta, GA 30384-8352

U.S. Press                                              $233,689
1628 James P. Rodger Drive
Valdosta, GA 31601

Lowndes County Tax                                      $224,873
Commissioner
300 North Patterson Street
P.O. Box 1409
Valdosta, GA 31603

Vekoma Rides & Parts Services                           $136,636

Fitraco N.V.                                            $105,187

Structural Technologies                                  $70,785

Maurer Rides USA                                         $57,244

Cahill Gordon & Reindel LLP                              $56,500

SFS-Jacksonville, Inc.                                   $52,413

Eastman Kodak Co.                                        $47,621

Prime Rate Premium Finance                               $39,365
Corp., Inc.

Iwerks Moving Entertainment                              $39,091

WTLV-TV12                     Advertising                $39,032

Santore & Sons                                           $37,300

Creative Artists Agency                                  $30,000

WTEV-TV                       Advertising                $29,818

WMAZ                          Advertising                $29,537

Radiant                                                  $26,762

WCTV                                                     $25,390

William Morris Agency, Inc.                              $25,000


C. Cypress Gardens Adventure Park, LLC's 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
OneSource Landscape & Golf                            $1,165,634
P.O. Box 198352
Atlanta, GA 30384-8352

Florida Dept. of Revenue                                $635,416
4230 Lafayette Street
Suite D
Marianna, FL 32446

D&D Construction                                        $248,965
P.O. box 22172
Orlando, FL 32830

Whitewater West Ind., Ltd.                              $245,850

US Press                                                $201,166

PRG Lighting Orlando                                    $169,612

Sysco Food Services                                     $120,908

Teco Tampa Electric                                     $114,302

Vekoma Rides Parts & Svcs                                $75,881

Alert Tech Systems, Inc.                                 $75,413

Cahill Gordon & Reindel LLP                              $56,500

WFTV, Inc.                                               $51,616

Tampa Bay WTSP-TV                                        $51,229

Viacom Outdoor                                           $51,130

D.M.A. Engineering, Inc.                                 $50,475

Lighting System Design                                   $45,912

Rosstyn Ice Shows & Rink      Agreement from             $40,000
Designs, Inc.                 Nov. 19, 2005 to
                              Nov. 17, 2006 to
                              provide support for
                              ice floor maintenance,
                              music, choreography,
                              costuming & skaters.

Gateway Ticketing Systems,                               $39,450
Inc.

WFLA-TV                                                  $35,901

Florida Suncoast Tourism                                 $35,677
Promotions, Inc.


AEP INDUSTRIES: Moody's Raises Rating on $175 Million Notes to B1
-----------------------------------------------------------------
Moody's upgraded AEP Industries Inc.'s Corporate Family Rating to
Ba3 from B1, and raised the rating on its $175 million senior
notes to B1 from B2.  The ratings outlook is stable.

The upgrades acknowledge AEP's sustained improvement in its
financial profile throughout the adverse economic cycles of the
recent past and reflect an expectation of continued strong
performance throughout the intermediate term.

Since 2002, AEP has steadily improved gross profit per pound from
the high teens to the low 20 cents and operating margins from
roughly 3% to approximately 6%.  Margin improvement comes as a
result of management's proven ability to pass through higher raw
materials costs without extraordinary lag time.  Financial
leverage has reduced significantly from over 4 times adjusted debt
to EBITDA in 2004 to its current levels of roughly 3 times.

Despite the possibility of the AEP using its much-improved
financials as a platform for share repurchases or even dividends,
the company's run-rate earnings and cash flow generation should
remain sufficient to support the higher ratings.

The stable outlook reflects sufficient cushion under existing
credit metrics to absorb any potential modest fluctuations and
remain at current rating levels.  There is an expectation that the
company's operating and financial performance will remain at
current improved levels throughout the intermediate term and that
there will not be any material change in business strategy or
financial policy.  The company has been strategically divesting
underperforming operations globally and strengthening its more
profitable North American operations, which is expected to
continue.

Moody's took these actions:

     * Upgraded the rating to B1 from B2 for the $175 million
       senior notes, due 2013;

     * Upgraded the corporate family rating to Ba3 from B1; and

     * The ratings outlook is stable.

For further detail, refer to Moody's Credit Opinion on AEP
Industries Inc.

AEP Industries Inc. produces of polyethylene, polyvinyl chloride
and polypropylene flexible packaging products for the
transportation, beverage, food, automotive, pharmaceutical,
chemical, electronics, construction, agriculture and textile
industries.

Headquartered in South Hackensack, N.J., AEP had consolidated
revenues of approximately $768 million for the twelve months ended
April 30, 2006.


ALIXPARTNERS LLP: S&P Rates $435 Million Senior Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating and stable outlook to Southfield, Michigan-based
business consulting firm AlixPartners LLP.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and recovery rating of '3' to AlixPartners' $435 million
senior secured credit facility, indicating an expectation of
meaningful (50%-80%) recovery of principal in the event of a
payment default.  The credit facility consists of a $50 million
revolving credit facility due 2012 and a $385 million term loan B
due 2013.

Proceeds of the transaction will be used to finance the
acquisition of a majority interest in AlixPartners by Hellman &
Friedman LLC.  Pro forma for the transaction, total debt
outstanding was $385 million as of July 31, 2006.

"The ratings reflect AlixPartners' dependence on highly mobile
senior consulting professionals, the competitive market for
consulting services, and some business cycle exposure, especially
as the company gains scale," said Standard & Poor's credit analyst
Andy Liu.

These factors are only partially offset by the company's somewhat
flexible cost structure, strong margins, and potential for good
discretionary cash flow.

AlixPartners specializes in corporate turnaround and
restructuring, financial advisory, performance improvement, case
management, and IT transformation.


ALPHA INNOTECH: June 30 Balance Sheet Upside-Down by $1.5 Million
-----------------------------------------------------------------
Alpha Innotech Corp. reported a $575,790 net loss on $3,192,617 of
net revenues for the three months ended June 30, 2006, compared to
a $1,238,398 net loss on $2,513,254 of net revenues in 2005, the
Company disclosed in its second quarter financial statements on
Form-10QSB to the Securities and Exchange Commission.

At June 30, 2006, the Company's balance sheet showed $4,012,083 in
total assets and $5,529,593 in total liabilities, resulting in a
$1,517,510 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2,717,041 in total current assets available to pay
$5,029,593 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?119b

                        Going Concern Doubt

Rowbotham and Company LLP in San Francisco, California, expressed
substantial doubt about Alpha Innotech Corporation's ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's losses from operations,
negative cash flows, working capital deficit at Dec. 31, 2005.

Headquartered in San Leandro, California, Alpha Innotech
Corporation -- http://www.alphainnotech.com/-- develops
manufactures and markets digital imaging and analysis systems for
the life science research and drug discovery markets in the United
States and internationally.  It primarily offers two product
lines, macroimaging and microimaging.  The company's products are
used by the pharmaceutical companies, academic/medical
institutions, biotechnology companies, and government institutes
in various applications, including laboratory tests or assays in
markets consisting of lead optimization, cell-based assays, enzyme
assays, protein kinase, in-vitro toxicology, functional assays,
antiviral assays, and novel targets panel.


AMERICREDIT CORP: Fitch Assigns BB- Rating to $500 Million Debts
----------------------------------------------------------------
Fitch assigned a 'BB-' rating to AmeriCredit Corp.'s (NYSE: ACF)
issuance of:

   * $500 million in senior unsecured convertible debt;
   * $250 million 0.75% notes due 2011, convertible at $28.07; and
   * $250 million 2.125% notes due 2013, convertible at $30.51.

Proceeds will be used for share repurchases and general corporate
purposes.  The Rating Outlook for AmeriCredit is Positive.

Fitch assigns this rating:

  AmeriCredit Corp.:

    -- $500,000,000 Senior unsecured convertible debt 'BB-'


APOGEE TECH: Accumulated Deficit Tops $14.3 Million at June 30
--------------------------------------------------------------
Apogee Technology, Inc., posted a $931,633 net loss on $340,799 of
net revenues for the three months ended June 30, 2006, compared to
a $1,598,982 net loss on $1,314,639 of net revenues in 2005, the
Company disclosed in its second quarter financial statements on
Form-10QSB to the Securities and Exchange Commission.

As of June 30, 2006, the Company's accumulated deficit widened to
$14,345,194 from a $12,684,559 deficit at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?118f

                        Going Concern Doubt

Miller Wachman, LLP, expressed substantial doubt about Apogee
Technology, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses and negative cash flows from
operations.

                    About Apogee Technology

Headquartered in Norwood, Massachusetts, Apogee Technology
(AMEX: ATA) -- http://www.apogeemems.com/-- designs, develops and
markets proprietary sensor and medical device products using its
MEMS and nanotechnology for the automotive, industrial, consumer
and medical markets.  The Company operates a worldwide marketing
and sales organization and has offices in the U.S. and Japan.


APX HOLDINGS: Sells Software to Global Mail for $135,000
--------------------------------------------------------
The Honorable Ellen Carroll of the U.S. Bankruptcy Court for the
Central District Of California in Los Angeles approved the sale of
certain software of APX Holdings LLC and its debtor-affiliates to
Global Mail, Inc., dba DHL Global Mail for $135,000 free and clear
of liens.

Under the asset purchase agreement, the sold assets include:

   a. computer software known as PACSYS, OPTISYS, and DirecTrace
      including any and all source code, object code, firmware,
      operating systems and specifications, and copies of the
      software;

   b. one CTCNTS01 server; and

   c. any and all property rights related to the software and the
      "waterfall manifest" concept included in the software.

Global Mail will not assume any liabilities or obligations
relating to the acquired assets.

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


ARGENT SECURITIES: Moody's Rates Class M-11 Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Argent Securities Trust 2006-M2 and ratings
ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Argent Mortgage Company, L.L.C.
(91%) and Ameriquest Mortgage Company (9%) originated adjustable-
rate (80%) and fixed-rate (20%) subprime mortgage loans.  The
ratings are based primarily on the credit quality of the loans and
on the protection from subordination, excess spread,
overcollateralization, mortgage insurance, and an interest rate
swap agreement.  After taking into account the benefit from the
mortgage insurance, Moody's expects collateral losses to range
from 4.60% to 5.10%.

Ameriquest Mortgage Company will act as Master Servicer.

These are the rating actions:

Issuer: Argent Securities Trust 2006-M2

      Asset-Backed Pass-Through Certificates, Series 2006-M2

                     * Cl. A-1, Assigned Aaa
                     * Cl. A-2A, Assigned Aaa
                     * Cl. A-2B, Assigned Aaa
                     * Cl. A-2C, Assigned Aaa
                     * Cl. A-2D, Assigned Aaa
                     * Cl. M-1, Assigned Aa1
                     * Cl. M-2, Assigned Aa2
                     * Cl. M-3, Assigned Aa3
                     * Cl. M-4, Assigned A1
                     * Cl. M-5, Assigned A2
                     * Cl. M-6, Assigned A3
                     * Cl. M-7, Assigned Baa1
                     * Cl. M-8, Assigned Baa2
                     * Cl. M-9, Assigned Baa3
                     * Cl. M-10, Assigned Ba1
                     * Cl. M-11, Assigned Ba2


ASARCO LLC: Can File Employment Application Under Seal
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to file an application for
the employment of certain professionals under seal.

As reported in the Troubled Company Reporter on Aug. 14, 2006,
ASARCO intended to employ certain professionals to perform due
diligence and other related work in connection with a potential
asset sale.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
emphasized that the employment application must be filed under
seal to protect ASARCO's competitive position during the
diligence process.

By maintaining the confidentiality of ASARCO's business strategy,
its ability to sell the asset for the maximum possible value will
be enhanced, which will further ASARCO's reorganization efforts,
Mr. Davis said.

ASARCO has disclosed the contents of the Employment Application
to counsel for the Official Committee of Unsecured Creditors for
ASARCO and the Asbestos Subsidiary Debtors, the Department of
Justice, and the Attorney General for the State of Texas, Mr.
Davis told the Court.  ASARCO will also serve the Employment
Application to the counsel of key constituencies in ASARCO's
bankruptcy case.

Mr. Davis said these key parties-in-interest must have access to
the Employment Application so that they may evaluate the merits
of the proposed employment, in connection with their fiduciary
duties.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Court Extends CBA for Globe Plant Employees
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to:

   (a) extend the collective bargaining agreement with United
       Steelworkers of America Local 8031-07 in connection with
       the Globe Plant employees; and

   (b) honor its employee benefit obligations to the Globe Plant
       employees.

As reported in the Troubled Company Reporter on Aug. 11, 2006,
ASARCO LLC owned and operated a specialty-chemicals plant in
Globeville, Colorado.  The Globe Plant, which was originally
purchased by American Smelting and Refining Company and converted
to a lead production facility in 1901, produced high-purity metal
alloys and specialty metals for advanced electronic applications.

In 1983, the state of Colorado sued ASARCO for damages to natural
resources under the Comprehensive Environmental Response,
Compensation and Liability Act.  Remedial action in the Facility
is in progress in connection with a settlement reached between
Colorado and ASARCO in 1993.

ASARCO is negotiating to sell the Globe Plant to a third-party,
James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
told the Court.  In connection with the sale, ASARCO closed the
Globe Plant in August 2006.

To meet its contractual obligations to customers and remediation
obligations, ASARCO will continue to perform general clean-up
work and run the water treatment plant that is part of the Globe
Plant through the end of 2006, Mr. Prince related.

To fulfill these tasks, ASARCO needs to retain the four hourly
employees who are currently working at the Globe Plant.  ASARCO
plans to release two of the hourly employees at the end of
September and the other two at the end of December 2006.  The
Agreement covering these hourly workers expired on May 31, 2006.

Accordingly, ASARCO and the United Steelworkers of America Local
8031-07 have agreed to extend the existing Agreement for one year
covering the period from June 1, 2006, through May 31, 2007.  The
Official Committee of Unsecured Creditors supported the extension
of the Agreement.

                         About ASARCO LLC

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


AVITAR INC: Posts $1,329,038 Net Loss in 2006 Third Quarter
-----------------------------------------------------------
Avitar, Inc., incurred a $1,329,038 net loss on $1,308,575 of net
revenues for the three months ended June 30, 2006, compared to a
$458,616 net loss on $1,233,087 of net revenues in 2005, the
Company disclosed in its third quarter financial statements on
Form-10QSB to the Securities and Exchange Commission.

At June 30, 2006, the Company's balance sheet showed $1,854,547 in
total assets and $9,347,401 in total liabilities, resulting in a
$7,492,854 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $930,296 in total current assets available to pay $4,238,407
in total current liabilities coming due within the next 12 months.

                         Additional Notes

In July 2006, the Company executed additional notes payable with
AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC
and New Millennium Capital Partners II, LLC in the total principal
amount of $750,000.  Interest on these notes is at 8% per annum
and is payable quarterly in cash or the Company's common stock at
the option of the Company.  The Company issued warrants to
purchase 1,500,000 shares of common stock at $0.23 per share for
seven years in connection with these notes.  In addition, the
entire principal plus any accrued and unpaid interest associated
with these notes is convertible, at the holder's option, into the
Company's common stock at a conversion price of 65% of the average
of the three lowest intraday trading prices of the common stock
for the twenty trading days preceding the date that the holders
elect to convert.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?118e

                     Going Concern Doubt

BDO Seidman, LLP, expressed substantial doubt about Avitar, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Sept. 30,
2005.  The auditing firm pointed to the Company's recurring losses
from operations and working capital and stockholder deficits as of
Sept. 30, 2005.

                       About Avitar Inc

Avitar, Inc. -- http://www.avitarinc.com/-- develops,
manufactures and markets innovative and proprietary medical
products.  Their field includes the oral fluid diagnostic market,
the disease and clinical testing market, and customized
polyurethane applications used in the wound dressing industry.
Avitar manufactures ORALscreen(R), the world's first non-invasive,
rapid, onsite oral fluid test for drugs-of-abuse, as well as
HYDRASORB(R), an absorbent topical dressing for moderate to heavy
exudating wounds.  Avitar is also developing diagnostic strategies
for disease and clinical testing in the estimated $25 billion in-
vitro diagnostics market.  Conditions targeted include influenza,
diabetes, and pregnancy.


AZTEC METAL: Taps Iven Taub as Special Tax Counsel
--------------------------------------------------
Aztec Metal Maintenance Corp. and two of its debtor-affiliates,
Aztec Wood Restoration & Maintenance, Inc. and Aztec Door
Specialists, Inc., ask the U.S. Bankruptcy Court for the Southern
District of New York to employ Iven B. Taub, Esq., as their
special tax counsel, nunc pro tunc to Aug. 31, 2006.

The Debtors say that Mr. Taub will handle tax matters, including
negotiation and resolution of the tax liens that the Internal
Revenue Service and New York State have imposed on their property.

The Debtors discloses that the firm's attorneys bill between $400
to $450 per hour while law clerks bill at $150 per hour.

Mr. Taub assures the Court that his firm does not hold nor
represent any interest adverse to the Debtors' estates.

Mr. Taub can be reached at:

     Iven B. Taub, Esq.
     Iven R. Taub, Attorney at Law
     355 Lexington Avenue, 20th Floor
     New York, New York 10017.
     Tel: (212) 286-7700
     Fax: (212) 481-2488

Headquartered in Bronx, New York, Aztec Metal Corp. engages in the
business of restoration, refinishing & maintenance of metal,
marble, masonry & wood surfaces, and installation, facade &
construction cleaning.  The Company and two of its affiliates
filed for chapter 11 protection on Aug. 31, 2006 (Bankr. S.D.N.Y.
Case No. 06-12050).  Alan D. Halperin, Esq., at Halperin Battaglia
Raicht LLP, represents the Debtors.  When Aztec Metal filed for
protection from its creditors, it listed total assets of
$3,595,188 and total debts of $12,480,942.


BOOTIE BEER: June 30 Balance Sheet Upside-Down by $8 Million
------------------------------------------------------------
Bootie Beer Corporation reported a $3,717,573 net loss for
the months ended June 30, 2006, with the Securities and
Exchange Commission.

At June 30, 2006, the Company's balance sheet showed $172,987
in total assets and $8,254,231 in total liabilities resulting in
$8,081,244 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $87,715 in total current assets available to pay $6,762,451
in total current liabilities coming due within the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?119a

                       Going Concern Doubt

Jaspers + Hall, P.C., in Denver, Colorado, raised substantial
doubt about Bootie Beer's Inability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's net loss of $3,717,573 and negative cash flows from
operations of $136,551.

Headquartered in Winter Park, Florida, Bootie Beer Corporation --
http://www.bootiebeer.com/-- conducts its brewing and packaging
operation in La Crosse, Wisconsin.  Bootie Beer and Bootie Light
compete in the premium beer and premium light beer category.
Bootie Brands are brewed with fresh, all-natural ingredients, the
finest hops and grains, and ultra-pure local artesian water drawn
from the deep Wisconsin wells.  The result of the high-quality
brewing processes gives Bootie Beer a full-body, smooth lager
taste.  Bootie Light is seriously light with only 2.6
carbohydrates and 95 calories resulting in a refreshing, crisp
light-body beer.  Bootie Brands have an outstanding mainstream
beer taste and are brewed with uncompromised quality.


CAPITAL BEVERAGE: Files Second Quarter Financial Statements
-----------------------------------------------------------
Capital Beverage Corporation filed its financial statements for
the second quarter ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $165,027 net loss with no revenue for the
second quarter ended June 30, 2006, compared with a $726,736 net
loss for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,400,362 in
total assets, $1,291,878 in total current liabilities, and
$108,485 in total stockholders' equity.

After paying its creditors in full, the Company may elect to
acquire another entity, issue dividend to its stockholders, or
invest the net proceeds in the discretion of the Board of
Directors.

Management currently anticipates that the Company may:

   -- dissolve the corporation,
   -- liquidate its remaining assets, and
   -- distribute any remaining assets to stockholders after
      satisfaction of the Company's liabilities, including:

      * personnel termination and related costs,
      * sale transaction expenses, and
      * final liquidation costs.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?118a

                        Going Concern Doubt

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

                    About Capital Beverage Corp.

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


CARDINAL COMMS: June 30 Stockholders' Deficit Tops $3.7 Million
---------------------------------------------------------------
Cardinal Communications, Inc., filed its financial statements for
the second quarter ended June 30, 2006, with the Securities and
Exchange Commission.

For the second quarter ended June 30, 2006, the Company reported a
$2,511,701 net loss on $5,687,714 of revenues compared with a
$2,924,735 net loss on $4,833,328 of revenues for the same period
in 2005.

For the six months ended June 30 2006, and 2005, the Company had
revenue of $8,800,338 and $7,213,519 respectively.  The $1,586,819
increase is primarily due to increased real estate sales.  The
Company's 2006 revenues are derived primarily from the sale of
residential units, rental from commercial properties, fees from
mortgage operations, telecommunication services, Internet access
services, telecommunications-related hardware and services,
satellite-based CATV access services, and construction management
services.

For the six months ended June 30 2006, the Company had a net loss
of $4,655,042.  In the comparable period of the prior year, the
Company had a net loss of $4,185,339.  The increase in net loss is
directly attributable to the $1,820,824 impairment of Goodwill
associated with discontinued operations.

At June 30, 2006, the Company's balance sheet showed $64,327,621
in total assets, $64,508,855 in total liabilities, $1,216,880 in
committed stock, and $2,348,309 in minority interest, resulting in
a $3,746,423 stockholders' deficit.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11a2

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006, AJ.
Robbins, PC, in Denver, Colorado, raised substantial doubt about
Cardinal Communications, Inc., fka USURF America, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring losses,
negative cash flows from operations, and working capital and
stockholders' equity deficiencies.

                   About Cardinal Communications

Headquartered in Broomfield, Colorado, Cardinal Communications,
Inc., fka USURF America, Inc. (OTCBB: CDNC) provides full-service
solutions for residential and business applications including the
delivery of next-generation voice, video, and data broadband
networks to communities and cities throughout the United States;
the construction and development of luxury single and multi-family
homes, condominiums and apartment communities; home finance, real
estate and title services.

Connect Paging, Inc., dba dba Get-A-Phone, a wholly owned
subsidiary of Cardinal Communications, filed for chapter 11
protection on Aug. 11, 2006 (Bankr. W.D. Tex. Case No. 06-51519).
It reported less than $1 million in total assets and debts when it
filed for bankruptcy.


CENTURION CDO: Moody's May Lower Ba3 Ratings of Two Note Classes
----------------------------------------------------------------
Moody's Investors Service placed the rating on this class of notes
issued in 2000 by Centurion CDO II Ltd, a high-yield
collateralized debt obligation  issuer, on watch for possible
upgrade:

     * The $45,000,000 Class B Floating Rate Notes Due 2012

       Prior Rating: A3
       Current Rating: A3, on watch for possible upgrade

In addition, Moody's also placed the ratings on notes issued in
2000 by Centurion CDO II Ltd, a high-yield collateralized debt
obligation issuer, on watch for possible downgrade:

     * The $17,500,000 Class C Floating Rate Notes Due 2012

       Prior Rating: Baa2
       Current Rating: Baa2, on watch for possible downgrade


     * The $15,000,000 Class D-1 Floating Rate Notes Due 2012

       Prior Rating: Ba3
       Current Rating: Ba3, on watch for possible downgrade


     * The $7,500,000 Class D-2 Floating Rate Notes Due 2012

       Prior Rating: Ba3
       Current Rating: Ba3, on watch for possible downgrade

The possible upgrading of the Class B notes reflects the continued
strong performance of the deal on the Class B par coverage test
front.  According to the August 2006 trustee report, the Class B
OC test was at 115.27, significantly higher than the trigger level
of 107.

The possible downgrading of the Class C Notes, Class D-1 Notes,
and Class D-2 Notes can be attributed primarily to a drop in the
Weighted Average Spread and the Weighted Average Coupon of the
deal. According to the August 2006 trustee report, the WAC was at
8.42, below the covenant level of 10. Similarly, WAS was at 2.36,
as opposed to the covenant level of 3.00.

The outlook on the Class D-3 Notes has not changed because of its
preference over the class D-1 and D-2 notes in the deal's priority
of payments.


CERADYNE INC: Gets $13.3 Mil. Body Armor Orders from U.S. Army
--------------------------------------------------------------
Ceradyne, Inc., received two ceramic body armor delivery orders
totaling $13.3 million from the U.S. Army, Aberdeen Proving
Ground, Maryland.

The orders are for $9.9 million of ESAPI and $3.4 million of ESBI,
side plates, to be shipped in fourth-quarter 2006.  The new
delivery orders will be shipped against larger indefinite
delivery/indefinite quantity contracts.

Dave Reed, president of North American operations, commented: "We
are pleased that the Army continues to issue ESAPI and ESBI orders
to our Company.  Our expanded capacity in Costa Mesa, California,
and Lexington, Kentucky, will allow us to meet the Army's quality
and delivery requirements.  We continue to expect additional
orders, including an order later this year for delivery during the
balance of 2006 and early 2007."

Based in Costa Mesa, California, Ceradyne, Inc., (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets
advanced technical ceramic products and components for defense,
industrial, automotive/dieseland consumer applications.

                           *     *     *

As reported in the Troubled Company Reporter on July 24, 2006,
Ceradyne's $50 million revolving credit facility due 2009 carries
Standard & Poor's BB- rating.  The Company's credit rating is also
rated BB- by Standard & Poor's.


CHEMDESIGN CORP: Meeting of Creditors Scheduled on September 29
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of
ChemDesign Corporation's creditors at 10:00 a.m. on Sept. 29,
2006, at Room 428, 517 East Wisconsin Avenue, in Milwaukee,
Wisconsin.

This is the first meeting of creditors as 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 Fitchburg, Massachusetts, ChemDesign Corporation
-- http://www.chemdesigncorp.com/-- is a custom manufacturer of
various fine organic chemicals for paper products, electronics,
agricultural products and other materials.  The Debtor filed for
chapter 11 protection on Aug. 27, 2006 (Bankr. E.D. Wis. Case No.
06-24729.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


CLEARCOMM LP: June 30 Partnership Deficit Widens to $69.6 Million
-----------------------------------------------------------------
ClearComm, L.P., filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission.

The Partnership's revenues for the three-month period ended
June 30, 2006, decreased by 23% from $23,856,592 in 2005 to
$18,298,519.

Total revenues include service as well as handset and accessories
revenues.  Service revenues for the three-month period ended
June 30, 2006, decreased by 26% when compared with the same period
in 2005 while handset and accessories sales increased by 29%.  The
increase in handsets and accessories revenues is mainly due to the
shift from the handset subsidy policy in which a customer is now
required to purchase the handset at competitive prices under the
new available plans.  The decrease in service revenues is related
to tighter credit policies and a reduction in the Partnership's
customer base during the second quarter of 2006.

The Partnership reported a $7,063,635 net loss for the second
quarter ended June 30, 2006, compared with $4,315,344 for the same
period in 2005.

At June 30, 2006, the Partnership's balance sheet showed
$127,810,737 in total assets and $197,476,188 in total
liabilities, resulting in a $69,665,451 partnership deficit.  At
Dec. 31, 2005, the Company had a $56,643,220 deficit.

Full-text copies of the Partnership's second quarter financials
are available for free at http://ResearchArchives.com/t/s?1187

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 12, 2006,
Kevane Soto Pasarell Grant Thornton LLP in San Juan, Puerto Rico,
raised substantial doubt about ClearComm, L.P.'s ability to
continue as a going concern after auditing the Partnership's
consolidated financial statements for the years ended Dec. 31,
2005, 2004, and 2003.  The auditor pointed to the Company's
recurring operating losses, working capital and partners' capital
deficiencies, and need for additional financing.

                          About ClearComm

ClearComm, L.P., acquires, owns, consults, and operates broadband
personal communication service licenses in the Block C band and
takes advantage of the benefits that the Federal Communications
Commission has set aside for Entrepreneurs.  The Partnership is
the controlling entity of NewComm, which in turn owns and operates
two 15 MHz PCS licenses covering Puerto Rico.  On Nov. 30, 2005,
the Limited Partnership Agreement was amended to extend its
termination date to Dec. 31, 2010.  SuperTel Communications Corp.,
its General Partner, manages ClearComm.


COLLINS & AIKMAN: Seeks Authority for Gordon to Close Pvt. Sales
----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
authorize Gordon Brothers Industrial to sell certain of their
assets without further Court order or notice to the Debtors,
creditors or parties-in-interest.

The Debtors and Gordon Brothers Industrial, in joint venture with
Tex-Mach, Inc., are working to sell some of the Debtors'
nonproductive, idle assets.

Under current procedures, the Debtors are required to seek Court
approval of the sale of Assets by means of a 10-day sales notice
or a separate motion.

According to Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, it has become apparent that the Debtors and
Gordon Brothers need to be able to immediately consummate sales
to maximize the Assets' value.

Mr. Carmel explains that allowing buyers to have the purchased
assets immediately after a sale or auction will assure potential
buyers that the sale of any of the Assets is final and will not
be subject to objection and re-sale.

The Debtors and Gordon Brothers believe that more buyers will
participate in any sale or auction of the Assets if this process
is approved.

With respect to the sale of assets through auctions, the Debtors
will file a notice of any proposed auction at least 10 days
before the auction, and will serve it to:

   (a) counsel to the Official Committee of Unsecured Creditors;

   (b) counsel to the agent for the prepetition senior, secured
       lenders;

   (c) counsel to the agent for the postpetition senior, secured
       lenders; and

   (d) the Office of the United States Trustee.

Mr. Carmel points out that an increased participation of
potential buyers will maximize the number of bids for the Assets,
thereby maximizing the prices from the sale and auction.

Gordon Brothers believes that adopting existing procedures could
substantially reduce buyer participation.  Gordon Brothers notes
that:

   (a) Avondale Mills, another textile producer in North
       Carolina, is preparing for an auction that includes
       machinery similar to the Debtors';

   (b) a substantial number of potential purchasers are expected
       to be:

       (1) local buyers, essential to the sale of certain support
           items, who are accustomed to consummating the purchase
           of the items and simultaneously taking possession or
           delivery upon the immediate completion of an auction
           or sale; and

       (2) offshore buyers that would not be willing to fly to
           North Carolina at their own expense to look at
           equipment, negotiate a deal, make a deposit and then
           be required to wait for the expiration of the 10-day
           sale notice or the Court approval.

Mr. Carmel relates that Gordon Brothers has significant
incentives to properly market and sell the Assets to obtain the
maximum price.

Gordon Brothers has guaranteed that it will not receive any
compensation unless the Debtors receive at least $4,300,000 from
the sales of certain identified Assets.  To the extent the
Debtors receive more than $4,300,000 on those sales, Gordon
Brothers' compensation increases by a portion of every additional
dollar, Mr. Carmel says.

The Debtors recently retained Gordon Brothers to provide
additional services related to a Plastic Assets Disposition
Project at their Manchester, Michigan; Westland, Michigan; and
Nashville, Tennessee locations.

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


COMMERCE PLANET: Appoints Charles Gugliuzza as President
--------------------------------------------------------
Commerce Planet, Inc., appointed Charles Gugliuzza as president.

Mr. Gugliuzza had been serving as a strategic consultant to the
Company since May 2005, when he was initially retained to perform
an overall corporate evaluation and assessment.

Michael Hill, chief executive officer, stated, "Charlie has played
a key role in the turnaround and success of Commerce Planet's over
the past year.  With his input and assistance, we've been able to
achieve the financial independence necessary to control our own
destiny."  Mr. Hill added, "The expansive online arena continues
to provide us with many new opportunities as we have transitioned
from a traditional online reseller to a more complex model which
includes Web 2.0 applications and platforms.  We are excited to
formally add Charlie as a valued member of our management team."

Mr. Gugliuzza commented, "I too am excited to have been officially
added as a member of the Commerce Planet staff.  Since my arrival
last year, I have witnessed Commerce Planet's evolution into a
more progressive and dynamic online solutions oriented
organization.  Michael Hill is one of the most forward thinking
executives I've encountered in my career and through his attitude,
leadership and vision he has fostered an environment of free and
creative thinking which is a hallmark of any successful and
rapidly growing organization."  He Mr. Gugliuzza added, "Together,
the entire Commerce Planet team is building a scalable brand which
is rapidly ascending to the forefront of an ultra competitive and
constantly evolving industry."

The Company disclosed that Mr. Gugliuzza was one of the original
pioneers of internet retail.  He was a co-founder of the
successful online battery e-tailer, eBatts.com.  He engineered a
merger with Battery-Biz, Inc., one of the largest electronic
battery manufacturers in the country and during his tenure grew
the company's revenue six fold. He is a graduate of Loyola Law
School of Los Angeles.

Commerce Planet, Inc., fka NeWave, Inc., (OTCBB: CPNE)
-- http://www.commerceplanet.com/-- provides e-commerce solutions
and thousands of products at significant savings to its online
loyalty club customers and members through its Web sites:
http://onlinesupplier.com/http://buydiscount.com/ and
http://mysoftwaretutor.com/

                      Going Concern Doubt

Jaspers + Hall, PC expressed substantial doubt about Commerce
Planet, Inc., fka NeWave, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
second quarter ended June 30, 2006.  The auditing firm pointed to
the Company's recurring cumulative net losses.


CONGOLEUM CORP: Court Okays $16.95MM Deal with Century Indemnity
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
Congoleum Corp. and its debtor-affiliates' $16.95 million
settlement and policy buyback agreement with Century Indemnity
Company on behalf of all of Century's affiliates.

According to the Associated Press, the Debtor will use the
settlement money to fund a trust to repay asbestos claimants.

As reported in the Troubled Company Reporter on Aug. 28, 2006, the
Century Entities issued certain insurance policies under which the
Debtors are insureds or claim to be entitled to insurance.
Congoleum and the Century Entities dispute whether, and to what
extent, those policies afford coverage for:

   (1) all asbestos claims that may be subject to a claimant
       agreement;

   (2) all other asbestos claims; and

   (3) all non asbestos-related claims such as environmental and
       other general liability claims.

In addition, Century has asserted counterclaims for affirmative
relief.  The policies issued by Century at issue in the coverage
dispute are those that Congoleum contends afford it coverage for
asbestos-related claims, and those policies are a subset of the
group of policies.

To resolve the Coverage Dispute, as well as all of the other
contested matters the Debtors' chapter 11 cases, the parties have
entered into the Settlement and Buyback Agreement.  The Official
Representative for Future Asbestos Claimants and the Asbestos
Creditors Committee participated in the negotiations of the
Settlement and Buyback Agreement and support its approval.

The Debtor said in an interview with AP that its bondholders have
agreed to withdraw their reorganization plan and support the
Debtor's own turnaround plan.  The Debtor will file a new
reorganization plan and expects to seek approval of the plan's
disclosure statement at an Oct. 19, 2006 hearing.

                    About Congoleum Corporation

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  When Congoleum filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At June 30, 2006. Congoleum Corporation's balance sheet showed
a $44,013,000 stockholders' deficit compared to a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CREST G-STAR: Moody's Places $21 Mil. Notes' Ba2 Rating on Review
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Crest
G-Star 2001-2, Ltd., on watch for possible upgrade:

     * The $34,000,000 Class B-1 Second Priority Fixed Rate
       Term Notes Due 2032
       Prior Rating: A3
       Current Rating: A3 (on watch for possible upgrade)

     * The $15,000,000 Class B-2 Second Priority Floating
       Rate Term Notes Due 2032
       Prior Rating: A3
       Current Rating: A3 (on watch for possible upgrade)

     * The $21,000,000 Class C Third Priority Fixed Rate Term
       Notes Due 2032
       Prior Rating: Ba2
       Current Rating: Ba2 (on watch for possible upgrade)

According to Moody's, the rating action was the result of positive
ratings migration in the transaction's reference portfolio as well
as the strong coverage ratios for the classes.


DANA CORP: Wants to Assume 36 Non-Residential Real Property Leases
------------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York
to assume 36 unexpired non-residential real property leases.

A list of the Assumed Leases is available at no charge at:

               http://researcharchives.com/t/s?119c

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Leases are necessary to the Debtors' business operations and may
be essential to their future business operations and
restructuring efforts.

In addition, certain of the Assumed Leases may be valuable in
connection with the sale of some of the Debtors' businesses or
otherwise may have realizable value for the Debtors in the
market.  To preserve and maximize the potential market value, the
Debtors reserve the right to sell and assign each Assumed Lease
at a future date.

According to the Debtors, they have assessed the relevant markets
and their business operations in light of the current status of
their reorganization efforts, recognizing that their business
plan has not yet been completed and the automotive markets remain
in a state of turmoil.  Ms. Ball notes that the recent
announcements by Ford and Chrysler regarding significant
production decreases for the remainder of the year will
necessarily impact the Debtors' business plan.

Within these constraints, the Debtors have determined that the
premises leased under the Assumed Leases are necessary to their
current business operations and that the immediate rejection of
the Leases and turnover of the related properties would be
disruptive and costly.

The Debtors have also evaluated the feasibility and cost of
moving or consolidating certain of their operations at the leased
locations.  Many of the leased facilities house complex and
ongoing manufacturing operations that cannot easily be moved
without significant costs and business disruption.  Thus, the
costs and potential disruption of any relocation would outweigh
any potential benefits, Ms. Ball avers.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Wants to Walk Away from Four Real Property Leases
------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to
reject four unexpired non-residential real property leases
effective as of Sept. 30, 2006:

                                                      Monthly
   Lessor                      Expiration           Rent Amount
   ------                      ----------           -----------
   Antea Partnership           December 31, 2006       $45,892
   Industrial Dvelopment       March 19, 2011            3,650
   Industrial Coatings, LLC    July 31, 2008             3,000
   Cost Plus, Inc.             September 30, 2006       29,429

The Debtors assert that the Leases are not and will not be
necessary to their ongoing business operations or restructuring
efforts.

Corinne Ball, Esq., at Jones Day, in New York, tells the Court
that the Debtors' ongoing obligations under the Rejected Leases,
aggregating $81,971 per month, would impose an undue burden on
their estates.  The Debtors, therefore, believe that maintaining
the Rejected Leases would unnecessarily deplete the assets of
their estates to the direct detriment of their creditors.

Moreover, the Rejected Leases do not have any realizable value in
the marketplace, the Debtors aver.

The Debtors have surrendered, or intend to surrender, possession
of leased property to its respective lessor.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Trade Creditors Sell 73 Claims Totaling $8,815,794
-------------------------------------------------------------
As of Mar. 3, 2006, until May 31, 2006, the Clerk of the U.S.
Bankruptcy Court for the Southern District of New York recorded
73 claims transfers, totaling $8,815,794, to:

   (a) Liquidity Solutions, Inc.

          Transferor                           Claim Amount
          ----------                           ------------
          Acklin Stamping, Inc.                    825,105
          Schafer Gear Works                       496,512
          Michigan Rod Products                    175,781
          Advanced Cleaning                        160,504
          Keystone Forging Co.                     114,678
          Best Klean Services                      112,237
          Akers Packaging                           89,676
          Mach Gold Inc.                            71,825
          Phoenix Specialty Mfg                     43,101
          Diacom Corp.                              35,180
          M&F Machine & Tool                        34,929
          Cowen Truck Line                          34,875
          Continental International                 27,222
          Iliana Cores                              26,742
          Kings Company LLC                         26,280
          Chuck's Grinding                          22,021
          Qualcast LLC                              21,565
          Stone Path Logistics                      20,224
          Premium Transport                         19,878
          Campbell, Inc.                            16,776
          Wire Mesh Products                        14,922
          Control Sales & Svcs.                     14,794
          Central Kentucky Tool                     14,009
          DS Miller Inc.                            13,149
          Springco Metal                            11,811
          Advanced Control Engineering              11,001
          Electric Motor Center                     10,581
          Neill Lavielle Supply                      9,345
          Montgomery Machine                         9,190
          Barriger Electric Co.                      7,479
          Benson Communications                      7,000
          Wilko Paint, Inc.                          6,754
          QUALMARK ACG Corp.                         6,752
          Etwon Swin & Fitness                       6,700
          Norman Stein & Assoc.                      6,018
          Midwest Products                           5,397
          RC Tool                                    5,340
          West Michigan Grinding                     5,236
          Modern Supply Co.                          4,973
          Booth Fire & Safety                        4,841
          Wrigley's Office                           4,651
          Hub City Blueprint                         4,026
          Leighton Machine                           3,790
          Molten Metallurgy                          1,838
          Promark                                      437

       Liquidity Solutions could be reached through Benjamin
       Finestone, at One University Plaza, Suite 312, in
       Hackensack, New Jersey, with phone number (201) 968-0001.

   (b) Madison Investment Trust

          Transferor                          Claim Amount
          ----------                          ------------
          Global Tool                             $165,253
          Pacific Sintered Metal                    88,872
          Absolut Design Tool                       33,165
          National Tube Supply                      25,847
          SaBe Enterprises                          14,693
          Carroll Control                           14,498
          Moxie Transport, Inc.                     10,113
          Apple Door Systems                         4,828
          Adapt Seals Co.                            4,158
          Thermoseal                                 2,685
          GK Indexable                               2,486
          Hamilton Truck Corp.                       2,259

       Madison Investment can be contacted through Rick Newkirk,
       at 6310 Lamar Avenue, Suite 120, in Overland Park, Kansas,
       with phone number (800) 896-8913.

   (c) JPMorgan Chase Bank, N.A.

          Transferor                           Claim Amount
         ----------                           ------------
         Illinois Tool Works                    $1,311,897
         Bearing Technologies                    1,264,219
         Charleston Metal                          692,557
         Wayne Manufacturing                       513,989
         ALMCO Steel Products                      430,376
         Federal Screw Works                       395,266
         Steel Forming, Inc.                       255,499
         Toyota Tsusho America                      23,096

       JPMorgan Bank could be reached through Andrew Opel, at 270
       Park Avenue, 17th Floor, in New York, with phone number
       (212) 270-4421.

   (d) Hain Capital Holdings, LLC

          Transferor                           Claim Amount
          ----------                           ------------
          MCF Indusries, Inc.                      470,631
          X-Y Tool & Die, Inc.                     183,167
          Zip Products, Inc.                       115,821
          Tri Star Engineering                      96,446
          JO Winter & Assoc.                        22,130

       Hain Capital could be reached through Ganna Liberchuk, at
       301 Route 17, 6th Floor, in Rutherford, New Jersey, with
       phone number (201) 896-6100.

The Clerk of the Court also recorded claims transfers to Capital
Markets and Sierra Liquidity Fund:

   Transferee               Creditor              Claim Amount
   ----------               --------              ------------
   Pratt Industries USA     Capital Markets           $105,726
   Balance Engineering      Sierra Liquidity               972

Capital Markets could be reached through Chris Oh, at One
University Plaza, Suite 312, in Hackensack, New Jersey, with
phone number (201) 968-0001.

Sierra Liquidity Fund has offices at 2699 White Road, Suite 255,
in Irvine, California, with phone number (270) 683-4963.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: Union Grants $2 Million Fund to Help Pilots
------------------------------------------------------
The union representing pilots at Comair and Mesaba airlines has
authorized a $2 million fund for each pilot group, to bolster
their efforts to achieve fair and equitable labor contracts with
their respective managements.

"Our union is resisting a protracted and deliberate campaign to
whipsaw pilots by playing them off against each other using
bankruptcy courts and 'request for proposal' mechanisms to
perpetuate the fee-for-departure business model," said Capt. Duane
Woerth, president of the Air Line Pilots Association, Int'l.
"These corporate maneuvers affect virtually every working pilot.
By pledging $2 million to each pilot group, we are putting the
industry on notice that we are in this fight to win.  We will give
our pilots the resources they need to stand up to these divisive
tactics."

The action came at a meeting of the union's Executive Board on
Sept. 12, 2006, ALPA maintains a robust Major Contingency Fund to
respond to extraordinary events and situations that threaten the
airline pilot profession.  These funds will be used for strike
preparedness, communications, and family awareness activities.

In the case of Mesaba, the latest allocation is in addition to a
previous grant of $2 million to back up the pilot group, which
faces a management ploy to use bankruptcy law to impose draconian
pay cuts.

"Proposals that would literally pay poverty wages even as our
airline upstreams tens of millions of dollars to its holding
company are absolutely unacceptable," said Capt. Tom Wychor,
chairman of the Mesaba unit of ALPA.  "We will not agree to such
terms, and with the backing of our national union, we will not
accept anything less than a fair and equitable contract."

Capt. J.C. Lawson, chairman of the Comair pilots' unit, said that,
"Management is under the illusion that it can force us to make
hasty, ill- advised decisions.  They seem to forget that these are
the same pilots who persevered through years of negotiations, and
eventually, a strike in 2001.  Another work stoppage is the last
thing we want, but we're not going to just fold our cards and give
in, either.  ALPA has given us the staying power to achieve our
goals and we intend to use it."

Noting the standing ovation that the Executive Board gave when the
new and highly progressive tentative agreement for FedEx Express
pilots was announced, Woerth said, "We have reached a point in our
economic recovery where we are no longer completely driven by the
disastrous tidal waves that engulfed our industry for the past
five years.

"Management can no longer plead helplessness and poverty as
justification for making outrageous demands at the table.  Airline
workers paid a terrible price to keep this industry afloat, but
now it is time to draw a line beyond which we will not be pushed,"
Woerth continued.  "The pilots at Mesaba and Comair have the
desire and the resolve to stand up to predatory management
tactics. Now they have the means to do so, too."

ALPA -- http://www.alpa.org/-- represents 61,000 airline pilots
at 40 airlines in the U.S. and Canada.

                      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.\

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines Inc. --
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.


DENNY'S CORP: Sells 66 Properties to National Retail for $67 Mil.
-----------------------------------------------------------------
Denny's Corporation has entered into an agreement to sell 66
franchisee operated restaurant properties to National Retail
Properties, Inc., a real estate investment trust, for gross
proceeds of approximately $67 million.

The transaction is expected to close within 30 days and is subject
to customary closing conditions.

The agreement represents significant progress towards the
Company's strategic initiative to reduce debt and strengthen its
balance sheet.  Consistent with the requirements of its credit
agreement, the proceeds of the asset sales will be applied to
reduce the outstanding balance on the Company's $219 million first
lien term loan.

Nelson J. Marchioli, president and chief executive officer, said,
"We are very pleased with the progress we have made on our
initiative to unlock additional value through the sale of real
estate assets.  After the closing of this transaction we will have
sold 80 properties this year for gross proceeds of approximately
$81 million.  These proceeds should allow us to meaningfully
reduce our debt, thereby strengthening our balance sheet."

The Company expects the sale to generate after-tax proceeds of
approximately $65 million and result in a gain on sale of assets
of approximately $38 million.  After applying the net proceeds to
reduce its debt, The Company expects annual net income to increase
by approximately $1 million as reductions in interest expense and
depreciation offset the loss of rental income.

After completing the transaction, the Company will have 13
franchisee-operated properties remaining for sale.  It is expected
to take up to twelve months to complete the sales.

The Company disclosed that at this time, it has no plans to sell
company-operated restaurant properties other than in conjunction
with the sale of a restaurant to a franchisee.

Headquartered in Spartanburg, South Carolina, Denny's Corporation
-- http://www.dennys.com/-- is America's largest full-service
family restaurant chain, consisting of 543 company-owned units and
1,035 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006
Denny's Corporation's balance sheet at June 28, 2006 showed
$500.3 million in total assets and $758.2 million in total
liabilities, resulting in a $257.9 million stockholders' deficit.


DIGITAL LIGHTWAVE: Has $58 Mil. Stockholders' Deficit at June 30
----------------------------------------------------------------
At June 30, 2006, Digital Lightwave Inc.'s balance sheet showed
$58,504,000 in total stockholders' deficit from total assets of
$6,394,000 and total liabilities of $64,898,000.

The Company's balance sheet at June 30, 2006 also showed strained
liquidity resulting from total current assets of $6,162,000 and
total current liabilities of $64,564,000.

For the three months ended June 30, 2006, the Company's net loss
decreased to $4,862,000 from net loss of $8,090,000 in the three
months ended June 30, 2005.

The Company's net sales for the quarter ended June 30, 2006 also
decreased to $1,992,000 from net sales of $2,670,000 in the same
period last year.

A full-text copy of the Company's financial report for the three
months ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?119e

Based in Clearwater, Florida, Digital Lightwave Inc. designs,
develops and markets products for installing, maintaining and
monitoring fiber optic circuits and networks.  The Company's
product lines include: Network Information Computers, Network
Access Agents, Optical Test Systems, and Optical Wavelength
Managers.  The Company's wholly owned subsidiaries are Digital
Lightwave (UK) Limited, Digital Lightwave Asia Pacific Pty, Ltd.,
and Digital Lightwave Latino Americana Ltda.


DND TECHNOLOGIES: June 30 Balance Sheet Upside-Down by $7.3 Mil.
----------------------------------------------------------------
At June 30, 2006, DND Technologies Inc.'s balance sheet reported
total assets of $2,717,906 and total liabilities of $10,071,400
resulting to total stockholders' deficit of $7,353,494.

The Company's June 30, 2006 balance sheet also showed strained
liquidity with $2,476,630 in total current assets and $10,051,480
in total current liabilities.

For the three months ended June 30, 2006, the Company's net loss
increased to $397,820 from $245,997 in the three months ended
June 30, 2005.

The Company's revenue for the quarter ended June 30, 2006
decreased to $2,095,083 from total revenues of $2,267,260 in the
same period last year.

A full-text copy of the Company's financial report for the three
months ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?119d

                      About DND Technologies

Headquartered in Chandler, Arizona, DND Technologies, Inc.'s
(OTCBB: DNDT) operating subsidiary, Aspect Systems, Inc.
-- http://www.aspectsys.com/-- supplies semiconductor
manufacturing equipment and complete after-market support, which
includes spare parts and assemblies, and various engineering
services.


DOLE FOOD: Moody's Reviews Long-Term Ratings and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of Dole
Food Company Inc. and Dole's wholly owned subsidiary -- Solvest,
Ltd. -- under review for possible downgrade.

The review reflects Dole's weaker than expected operating
performance and the deterioration in its debt protection measures.
It also reflects the uncertainty surrounding the longer-term
impact that structural changes in the key EU banana market will
have on Dole's operating performance.

Moody's review will focus on:

   (1) the degree to which Dole's European banana business is
       being impacted as the company adjusts to the new EU banana
       regulatory structure, including how long it may take for
       the company to adjust to this new framework as well as the
       possible impact on its financial performance;

   (2) efforts the company is making to address continuing
       weakness in its fresh flower business; and

   (3) near term actions the company can take to strengthen debt
       protection measures to levels appropriate to its current
       ratings.

These ratings were placed under review for possible downgrade:

   Dole Food Company, Inc.

     * Corporate family rating at B1

     * $225 million senior secured 7-year term loan at Ba3

     * $50 million senior secured 7-year pre-funded letter of
       credit facility at Ba3

     * Senior unsecured notes at B3

     * Senior unsecured shelf at (P)Caa1

     * Senior subordinated shelf at (P)Caa2

     * Junior subordinated shelf at (P)Caa2

   Solvest, Ltd.

     * $750 million senior secured 7-year term loan at Ba3

     * $50 million senior secured 7-year pre-funded letter
       of credit facility at Ba3

Dole Food Company Inc., headquartered in Westlake Village,
California, has revenues of $5.8 billion.


DOYLESTOWN PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Doylestown Partners, Inc.
        401 Broadway, Suite 912
        New York, NY 10013
        Tel: (212) 683-1570

Bankruptcy Case No.: 06-12105

Type of Business: The Debtor is engaged in a real estate
                  development business.

Chapter 11 Petition Date: September 6, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: William J. Reilly, Esq.
                  401 Broadway, Suite 912
                  New York, NY 10013
                  Tel: (212) 683-1570
                  Fax: (212) 219-9167

Total Assets: $2,700,600

Total Debts:  $1,600,690

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


DRESSER-RAND: Improved Financial Profile Cues S&P's Rating Upgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on rotating equipment maker Dresser-Rand Group Inc. to
'BB-' from 'B+' and revised the outlook on the rating to stable
from positive.

As of June 30, 2006, the Houston, Texas-based company had $553
million of debt.

"The upgrade reflects an improved financial risk profile mainly
resulting from the company's use of cash flow and a portion of
IPO proceeds to repay debt," said Standard & Poor's credit analyst
Aniki Saha-Yannopoulos.

The financial risk profile also benefits from:

   * improved operating margins;

   * the heightened transparency and consistent financial
     disclosure required of public companies; and

   * the decreased control of private equity firm First Reserve
     Corp. over the company following a reduction in its ownership
     position.

First Reserve bought Dresser-Rand, previously a unit of Ingersoll-
Rand Co., in a leveraged buyout transaction in October 2004.
Through an IPO and secondary offering, First Reserve reduced its
ownership to about 31%.  Since the acquisition, the company has
used a portion of proceeds from the equity issuance and operating
cash flow to repay about $175 million of debt.

The stable outlook reflects our expectation that Dresser-Rand will
maintain its improved operating performance and prudent capital
structure.  Deterioration in operating margins or cash flow or an
increase in leverage could result in a negative outlook or lowered
ratings.  Ratings improvement is limited by the highly cyclical
nature of the company's end markets.


EMPIRE GLOBAL: 2006 Second Quarter Net Loss Narrows to $89,178
--------------------------------------------------------------
Empire Global Corp. filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Aug. 22, 2006.

For the second quarter ended June 30, 2006, the Company reported a
comprehensive net loss of $89,178 on $231,911 of rent revenues
compared with a $190,101 comprehensive net loss on $129,471 of
rent revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed $8,433,512 in
total assets, $6,900,228 in total liabilities, and $1,533,284 in
total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11a4

                        Going Concern Doubt

SF Partnership, LLP, in Toronto, Canada, raised substantial doubt
about Empire Global Corp.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the years ended Dec. 31 2004, and 2005.  The auditor pointed to
the Company's recurring losses from operations and working capital
deficit.

                     About Empire Global Corp.

Empire Global Corp., (OTCBB: EMGL) is a holding company that
acquires, develops and operates income producing real estate
properties that service commercial business tenants, and hotel,
tourism and leisure travel business operators internationally.


EMPIRE RESORTS: Receives Notice on Draft Environmental Assessment
-----------------------------------------------------------------
Empire Resorts, Inc., and its partners, the St. Regis Mohawk
Tribe, received a Notice of Availability from the Bureau of Indian
Affairs regarding the draft Environmental Assessment.

The draft Environmental Assessment is required to take the land
into trust for the proposed St. Regis Mohawk Casino at Monticello
Raceway.

The Company disclosed that the draft Environmental Assessment is
available for public review beginning Sept. 12, at the Monticello
public library and at the Monticello Clerk's office and that
should no additional info be presented that requires additional
analysis, the draft Environmental Assessment would be adopted as
the final Environmental Assessment for the for the proposed
transfer of the parcel totaling approximately 30 acres into trust
for the benefit of the St. Regis Mohawk Tribe.

David P. Hanlon, chief executive officer and president, stated,
"We and our partners, the St. Regis Mohawks, are pleased with the
draft EA and continue to work with the BIA to pave the way for a
casino in the Catskills.  This marks an important step towards
creating thousands of jobs and a once in a generation economic
opportunity for the Catskills.  Just as importantly, this Vegas-
like project will place New York State on a competitive footing
with the expanding casinos markets in New Jersey, Pennsylvania and
Connecticut."

Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates
the Monticello Raceway and is involved in the development of other
legal gaming venues.  Empire's Mighty M Gaming facility features
over 1,500 video gaming machines and amenities including a
350-seat buffet and live entertainment.  Empire is also working to
develop a $500 million "Class III" Native American casino and
resort on a site adjacent to the Raceway and other gaming and
non-gaming resort projects in the Catskills region and other
areas.

At June 30, 2006, the Company's balance sheet showed $61.9 million
in total assets and $88.1 million in total liabilities, resulting
in a $26.2 stockholders' deficit.


ENERGY PARTNERS: Rejects ATS Inc.'s Unsolicited Acquisition Offer
-----------------------------------------------------------------
The Board of Directors of Energy Partners, Ltd. has rejected as
inadequate the unsolicited conditional offer to acquire EPL for
$23 per share in cash made by ATS Inc., a wholly-owned subsidiary
of Woodside Petroleum, Ltd., and recommends that its stockholders
not tender their shares into the Offer.

The EPL Board reached its recommendation after a review of the
Offer with its independent financial and legal advisors.  That
review included the opinions of Petrie Parkman & Co, Inc.,
Evercore Group L.L.C., and Banc of America Securities LLC that, as
of Sept. 13, 2006, the $23 per share being offered by ATS is
inadequate, from a financial point of view, to EPL stockholders
other than Woodside and its affiliates.  The Board believes that
the Company, both on a stand-alone basis and on a combined basis
with Stone Energy Corporation (NYSE: SGY), should provide greater
value to stockholders than the Offer.

As previously disclosed, the Company has filed an action for a
declaratory judgment to eliminate any doubt as to its right under
the Stone merger agreement to engage in "developing, soliciting,
considering, communicating, exchanging information, negotiating,
disclosing, entering into or consummating potential or definitive
strategic alternatives for Energy Partners, including internally
generated or third party proposals."  The Company filed this
action on Sept. 7, 2006 in the Court of Chancery for New Castle
County, Delaware, and the Court has expedited the litigation and
set a trial on the Company's claims on Sept. 22, 2006.

"Our Board is always looking to maximize stockholder value and
believes that the Offer is opportunistic and significantly
undervalues EPL," Richard A. Bachmann, EPL's Chairman and Chief
Executive Officer, said.  "Given our solid track record of
operational success and the strong potential of our attractive
Gulf of Mexico assets, we believe that ATS' offer is clearly not
in the best interests of EPL stockholders and therefore urge them
not to tender their shares."

In making its determination to reject the Offer, EPL's Board
considered a number of factors, including:

   * The Board's belief -- based on its familiarity with the
     business of the Company, its financial condition, results of
     operations and prospects, and the Board's familiarity with
     the oil and natural gas exploration and production industry,
     and the prospects for, and the Company's position in, that
     industry -- that the Company, both on a stand-alone basis and
     on a combined basis with Stone, should provide greater value
     to stockholders than the Offer.

   * The Board's belief that the fair value and unaffected price
     of the Company's stock is substantially higher than the
     prevailing market price at the time ATS launched the Offer.
     The Board noted that the $23 per share offer price is a 29%
     discount to the Company's 52-week high (which was $32.27 on
     Sept. 29, 2005), and a 7% discount to the Company's average
     closing stock price over the 90 trading days preceding the
     announcement of the Company's offer to acquire Stone.

   * The opinions of Petrie Parkman & Co., Inc., Evercore Group
     L.L.C., and Banc of America Securities LLC, the Company's
     financial advisors, to the effect that, as of Sept. 13, 2006,
     and based upon and subject to various assumptions and
     limitations set forth in each opinion, the $23 per share
     being offered was inadequate, from a financial point of view,
     to the Company's stockholders (other than Woodside and its
     affiliates).

   * The Board's belief that the Company's prospect inventory,
     including those prospects on the Gulf of Mexico Shelf and in
     the deepwater Gulf of Mexico, is expected to generate
     increasing returns over the next few years, and that neither
     the Company's current stock price nor the Offer reflects the
     value of these assets or their potential.

   * The Board's belief that the Offer represents an opportunistic
     attempt by Woodside to acquire a unique and valuable
     collection of oil and natural gas exploration and production
     assets and employees at a favorable time to Woodside at a
     price well below the true value that these assets and
     employees represent.

   * The conditionality of the Offer, which includes many
     stringent, open-ended or subjective conditions that, unless
     waived by ATS, may result in the Offer not being consummated.

   * The fact that there is nothing to prevent ATS or any other
     party from making a proposal to acquire the combined company
     that would result from the merger of the Company and Stone,
     and thus nothing to prevent the shareholders of the Company
     from receiving a control premium for their shares in the
     future.

In order to allow the Company sufficient time to act in the best
interests of EPL stockholders, the Board has adopted a stockholder
rights plan with a term of six months.

A full-text copy of a description of the Rights Plan and other
actions taken by the Board on Form SC 14D-9 is available for free
at http://ResearchArchives.com/t/s?11af

Petrie Parkman & Co., Inc., Evercore Group L.L.C., and Banc of
America Securities LLC are acting as financial advisors to EPL.
Cahill Gordon & Reindel LLP, Wachtell, Lipton, Rosen & Katz and
Abrams & Laster, LLP are acting as legal counsel to EPL.

                    About Woodside Petroleum

Headquarters in Perth, Australia, Woodside Petroleum Ltd. --
http://www.woodside.com/-- is an oil and gas company.  It has
exploration interests in eleven countries, and production from
four.

The Woodside Group has been active in the United States since 1999
and has offices in Los Angeles, Houston and Covington.

                           About EPL

Headquartered in New Orleans, Louisiana Energy Partners Ltd.
(NYSE:EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the Company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2006,
Moody's Investors Service changed Energy Partners, Ltd.'s ratings
review for possible downgrade to review direction uncertain -- B2
Corporate Family Rating; B2 senior unsecured note rating.

Also, Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'B+' corporate credit rating on Energy
Partners Ltd. to developing from negative.


ENHERENT CORP: June 30 Balance Sheet Upside-Down by $1.2 Million
----------------------------------------------------------------
Enherent Corp. reported in its June 30, 2006 balance sheet total
assets of $10,545,598 and total liabilities of $11,812,837
resulting to a total capital deficiency of $1,267,239.

The Company also reported in its June 30, 2006 balance sheet
$8,109,805 in total current liabilities from total current assets
of $5,472,752.

For the three months ended June 30, 2006, the Company earned
$26,385 of net income from total revenues of $7,546,453, compared
to net loss of $283,128 from $7,508,694 in total revenues in the
three months ended June 30, 2005.

A full-text copy of the Company's financial report for the three
months ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?119f

Headquartered in New York City, New York, Enherent Corp. provides
information technology services including IT consultative resource
and staffing, systems integration, application development, and
network and security.


ENRON CORP: Court Sets Jeffrey Skilling's Sentencing on October 23
------------------------------------------------------------------
The Honorable Sim Lake of the U.S. District Court for the Southern
District of Texas, Houston Division scheduled a sentencing hearing
for defendant Jeffrey K. Skilling on the case U.S. v. Richard A.
Causey and Jeffrey K. Skilling, Criminal Case No. H-04-025-SS, on
Oct. 23, 2006, 1:00 p.m., at Court Room 9-B, 9th Floor, U.S.
Courthouse, 515 Rusk Avenue in Houston, Texas.

Mr. Skilling is the former chief executive of Enron Corp. charged
with, among others, conspiracy, securities fraud, wire fraud and
insider trading.

All persons who believe that they are victims of crimes committed
by Mr. Skilling can notify the Court until today, Sept. 15, if
they wish to be heard at the sentencing hearing.

Alternatively, victims may send written statements today to:

   The Clerk of Court
   Attn: Judge Lake's Case Manager
   P.O. Box 61010
   Houston, Texas 77208
   Reference: Enron H-04-025

Copies of the written statements must also be sent to:

   a) The United States Probation Office
      Attn: Enron Case
      P.O. Box 61527
      Houston Texas 77208-1527;

   b) Sean Berkowitz
      Enron Task Force
      4th Floor
      1400 New York Ave., NW
      Washington, D.C. 20530

   c) Daniel M. Petrocelli
      O'Melveny & Myers LLP
      7th Floor
      1999 Avenue of the Stars
      Los Angeles, CA 90067

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.


ENRON CORP: Judge Lake Sets Richard Causey's Sentencing on Oct. 19
------------------------------------------------------------------
The Honorable Sim Lake of the U.S. District Court for the Southern
District of Texas, Houston Division scheduled a sentencing hearing
for defendant Richard A. Causey on the case U.S. v. Richard A.
Causey and Jeffrey K. Skilling, Criminal Case No. H-04-025-SS, on
Oct. 19, 2006, 2:00 p.m., at Court Room 9-B, 9th Floor, U.S.
Courthouse, 515 Rusk Avenue in Houston, Texas.

Mr. Causey is the former chief accounting officer of Enron Corp.
charged with, among others, conspiracy to commit securities fraud,
20 counts of securities fraud, eight counts of wire fraud, and two
counts of insider trading.

All persons who believe that they are victims of crimes committed
by Mr. Causey can notify the Court until today, Sept. 15, if they
wish to be heard at the sentencing hearing.

Alternatively, victims may send written statements today to:

   The Clerk of Court
   Attn: Judge Lake's Case Manager
   P.O. Box 61010
   Houston, Texas 77208
   Reference: Enron H-04-025

Copies of the written statements must also be sent to:

   a) The United States Probation Office
      Attn: Enron Case
      P.O. Box 61527
      Houston Texas 77208-1527;

   b) Sean Berkowitz
      Enron Task Force
      4th Floor
      1400 New York Ave., NW
      Washington, D.C. 20530

   c) David Fragie
      Steptoe & Johnson LLP
      1330 Connecticut Ave., N.W.
      Washington, D.C. 20036

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.


ENRON CORP: DOJ to Hear Victims in Fastow's Case on September 26
----------------------------------------------------------------
The Department of Justice will conduct a hearing to consider
statements of victims in the case U.S. v. Andrew S. Fastow on
Sept. 26, 2006, at 9:00 a.m.

Mr. Fastow is Enron Corp.'s former chief financial officer who
pleaded guilty to allegations of defrauding Enron's shareholders
and enriching himself and others by, among other things, entering
into undisclosed side deals, manufacturing earnings for Enron
through sham transactions, and inflating the value of Enron's
investments.

To air complaints, Enron Corp. employees, stockholders and other
victims may speak publicly in the hearing by signing-in at
Courtroom 11-A, 515 Rusk Avenue, in Houston, Texas, on Sept. 26,
2006, from 8:00 a.m. to 10:00 a.m.

Fastow Victims can also submit an impact statement before
Sept. 26, 2006 to:

    P.O. Box 61527
    Houston, Texas
    77208-1527

Victim Impact Statement Forms are available on the Department of
Justice's Criminal Division Victim Witness webpage at:

          http://www.usdoj.gov/criminal/vns/index.html/

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges LLP represent the Debtor.  Jeffrey
K. Milton, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents
the Official Committee of Unsecured Creditors.


FORD MOTOR: UAW Agrees to Voluntary, System-Wide Buyouts
--------------------------------------------------------
The United Auto Workers has reached an agreement on voluntary,
system-wide buyouts for more than 75,000 UAW-represented hourly
workers at Ford Motor Company.

"Once again, our members are stepping up to make hard choices
under difficult circumstances," said UAW President Ron
Gettelfinger.  "Now, it's Ford Motor Company's responsibility to
lead this company in a positive direction - which means using the
skills, experience and dedication to quality that UAW members
demonstrate every day in order to deliver quality vehicles to
customers."

A variety of buyout and incentive packages will be available,
depending on length of service and other eligibility factors.  All
active UAW Ford hourly workers will be eligible for at least one
of the programs, which will be offered on a one-time basis only
due to current conditions in the industry, including Ford's
continued loss of market share.

The buyout packages include retirement incentives, early
retirement, pre-retirement leave, incentives for workers to
terminate their employment at Ford and special educational
opportunities.  UAW Ford workers currently assigned to Automotive
Components Holding facilities will have the opportunity to flow
back to any job openings created at Ford as a result of the buyout
packages.

No UAW Ford hourly worker will have his or her contractual rights
compromised as a result of these buyout packages, and no worker
will be involuntarily separated from Ford Motor Company, the union
disclosed.

A summary of the terms and conditions of the packages is available
for free at http://researcharchives.com/t/s?11ad

The buyouts are part of Ford's move to accelerate its "Way
Forward" turnaround plan initiated early this year.   The Company
is set to announce details of the accelerated Plan today.

                         About Ford Motor

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

                           *     *     *

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

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

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

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


FUTUREMEDIA PLC: Auditors Express Going Concern Doubt
-----------------------------------------------------
BDO Stoy Hayward LLP expressed substantial doubt about Futuremedia
PLC's ability to continue as a going concern after auditing the
company's financial statements for the fiscal years ended April
30, 2006 and 2005.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficit.

At April 30, 2006, the company's balance sheet showed $2 million
in stockholders' deficit, compared with a $1.6 million deficit at
April 30, 2005.

For the 12-month period ended April 2006, the company posted
$12.3 million of net losses on $6 million of gross profit,
compared with $3.9 million of net losses on $1.2 million of
profits for the same period in 2005.

                     Financial Resources

Since its initial public offering, the Company has incurred net
losses and experienced negative cash flows from operating
activities.  Net losses since its IPO have resulted in an
accumulated deficit of GBP28,481,000 as of April 30, 2006.

"At Aug. 30, 2006, the Company's cash resources and available
borrowings are insufficient to fund the current level of
operations for the next twelve months," the company disclosed in
its regulatory filing.

Management is engaged in various activities to secure the
additional funding required by the company to meet its working
capital needs for the next twelve months, including:

   -- cost reductions on the integration of its recent
      acquisitions;

   -- the securing of bank overdraft facilities;

   -- generation of cash from future trading operations; and

   -- the provision of further equity or debt funding.

Headquartered in West Sussex, England, Futuremedia PLC develops
on-line branded learning business.  Branded learning is the
application of eLearning to marketing communications through
online learning communities, academies and portals.


GALAXY NUTRITIONAL: June 30 Balance Sheet Upside-Down by $3.5 Mil.
------------------------------------------------------------------
In its balance sheet at June 30, 2006, Galaxy Nutritional Foods,
Inc. reported total stockholders' deficit of $3,591,259 from
total assets of $4,850,566 and total liabilities of $8,441,825.

The Company also reported in its June 30, 2006 balance sheet
strained liquidity with $4,388,416 in total current assets and
$5,264,659 in total current liabilities.

For the quarter ended June 30, 2006, the Company incurred
a $1,342,429 net loss from net sales of $7,832,562, compared to
a net loss of $9,144,114 from $9,851,153 in net sales in the
quarter ended June 30, 2005.

A full-text copy of the Company's financial report for the three
months ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?11a1

Headquartered in Orlando, Florida, Galaxy Nutritional Foods Inc.
develops and markets of plant-based cheese and dairy alternatives,
as well as processed organic cheese and cheese food to the retail
and food service markets.  The Company was founded in 1972 by
Angelo S. Morini as Fiesta Foods & Galaxy Foods and changed its
name to Galaxy Cheese Company in 1980.  It further changed its
name to Galaxy Nutritional Foods Inc. in 2000.


GENTEK INC: Chief Financial Officer Andrew Hines Resigns
--------------------------------------------------------
GenTek, Inc., disclosed that Andrew P. Hines, vice president and
chief financial officer since Oct. 2005, resigned from all of his
positions with the Company to pursue other interests.

Commenting on Mr. Hines' departure, William E. Redmond, Jr.,
president and chief executive officer: "We thank Andy for his
contributions and sincerely wish him well in all his future
endeavors. He has contributed to the development of a stronger
GenTek corporate finance department."

The Company has appointed Thomas B. Testa as vice president and
chief financial officer.  Since Aug. 2004, Mr. Testa, has been
vice president and general manager of the Company's General
Chemical Performance Chemicals Group.  Mr. Testa has held a number
of assignments of increasing responsibility at General Chemical
since joining the company in 1991, including the role of Group
Controller.  Mr. Testa has a Bachelor of Science degree in
Chemical Engineering from the New Jersey Institute of Technology
and a Master of Business Administration in Finance from New York
University.

The Company also disclosed the appointment of Vincent J. Opalewski
as vice president and general manager - General Chemical
Performance Chemicals Group, succeeding Mr.Testa.  Since 2005,
Mr. Opalewski, has served as General Chemical's vice president
Sales and Marketing.  Mr. Opalewski joined General Chemical
Corporation in 1990 and has held a number of positions of
increasing responsibility in finance, general management and
sales/marketing.  In 1992 he was the controller of the Water
Chemicals business and from 1999-2005 he was the general manager
of the Sulfur Products business.  Mr. Opalewski has a Bachelor of
Science degree in Chemical Engineering from the Stevens Institute
of Technology and Master of Business Administration in Finance
from Columbia University.

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees

                         *     *     *

In February 2005, Moody's Investors Service placed a B2 rating on
GenTek's $60 million senior secured revolving credit facility, due
2010, $235 million senior secured term loan B, due 2011.


GERDAU AMERISTEEL: Moves to Close New Jersey Melt Shop Facility
---------------------------------------------------------------
Gerdau Ameristeel Corporation plans to close the melt shop
operations at its Perth Amboy, New Jersey wire rod mill early in
the fourth quarter of 2006.  The Company plans to continue
operating the Perth Amboy rolling mill at its current production
level of approximately 500,000 tons of finished wire rod annually.

After closure of the melt shop, semi-finished steel billets will
be more efficiently supplied to the Perth Amboy rolling mill from
available billet making capacity at other Gerdau Ameristeel melt
shop operations.  Higher-grade billets will also be supplied from
Gerdau Ameristeel's majority shareholder Gerdau SA in Brazil and
other third party billet suppliers.

The closure of the melt shop operations will result in an
estimated $27 million after tax charge to third quarter 2006
earnings.  Most of the charge, approximately $23 million, is a
non-cash charge to write off the book value of the melt shop
buildings and equipment.  Approximately $4 million is cash costs
for severance and take or pay contract settlements.

Mario Longhi, President and CEO of Gerdau Ameristeel, commented:

"This is a very difficult decision to make as it impacts
dedicated, hard-working employees.  Gerdau Ameristeel will provide
outplacement support and make every effort to help the displaced
employees through this time of transition.  However, the Company
believes that closure of the relatively non-competitive Perth
Amboy melt shop is consistent with global industry trends towards
consolidation and rationalization.  Despite focused efforts over
the last several years we have been unable to bring the Perth
Amboy melt shop up to performance and cost standards dictated by
the competitive nature of our business.  The more efficient semi-
finished billet supply from the Company's other steel-making
facilities, and the flexibility to produce higher quality finished
wire rod, is expected improve the Company's future cash flows and
returns."

                    About Gerdau Ameristeel

Gerdau Ameristeel -- http://www.gerdauameristeel.com/-- is the
second largest minimill steel producer in North America with
annual manufacturing capacity of over 9 million tons of mill
finished steel products.  Through its vertically integrated
network of 17 minimills (including one 50%-owned minimill), 17
scrap recycling facilities and 46 downstream operations, Gerdau
Ameristeel primarily serves customers in the eastern two-thirds of
North America.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2006,
Moody's Investors Service placed three North American steel
companies under review for possible upgrade: United States Steel
Corporation's Ba1 corporate family rating, Gerdau Ameristeel
Corporation's Ba2, and Chaparral Steel Company's B1 CFR.  The
reviews for possible upgrade reflect the superior improvement in
financial metrics and overall financial risk reduction evidenced
by these companies, in combination with Moody's evolving view
regarding the expected duration of the current steel industry
upcycle.


GLOBAL ENERGY: Has $3.9 Million Working Capital Deficit at June 30
------------------------------------------------------------------
Global Energy Group, Inc., filed its financial statements for the
second quarter ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 22, 2006.

The Company reported a $436,364 net loss on $738,374 of revenues
for the second quarter ended June 30, 2006, compared with a
$304,226 net loss on $194,588 of revenues for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $16,940,793
in total assets, $8,372,717 in total liabilities, and $8,568,076
in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity with
$87,881 in total current assets available to pay $4,015,513 in
total current liabilities coming due within the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11a6

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2006,
Baumann, Raymondo & Company Pa, in Tampa, Florida, raised
substantial doubt about Global Energy Group, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005. The auditor pointed to the Company's negative working
capital and its accumulated deficit of $12,025,561.

                        About Global Energy

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


GSMSC LTD: Moody's Places Ba2 Rating on Class N-3 Notes
-------------------------------------------------------
Moody's Investors Service assigned a rating of A2 to the
Class N-1 note, a rating of Baa2 to the Class N-2 note, and a
rating of Ba2 to the Class N-3 note of the GSMSC 2006-NIM3, Ltd.
net interest margin transaction.  The notes are backed by residual
and prepayment cash flows from three underlying securitizations of
Alt-A, negatively-amortizing, adjustable-rate residential mortgage
loans: RALI Series 2006-QO2 Trust, RALI Series 2006-QO3 Trust,
RALI Series 2006-QO6 Trust.

The cash flows available to repay the notes are significantly
impacted by the timing and the amount of losses on and rate of
prepayment of the underlying mortgage pool as well as a corridor
agreement.  Moody's reviewed various combinations of loss and
prepayment scenarios to evaluate the cash flows to the rated
notes.

Rating actions:

     Issuer: GSMSC 2006-NIM3, Ltd.
     Co-Issuer: GSMSC 2006-NIM3, LLC

        * Cl. N1, Assigned A2
        * Cl. N2, Assigned Baa2
        * Cl. N3, Assigned Ba2

The notes were offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


HEALTH CARE: Inks $877 Mil. Merger Agreement with Windrose Medical
------------------------------------------------------------------
Health Care REIT, Inc., and Windrose Medical Properties Trust
disclosed that they have entered into a definitive merger
agreement pursuant to which Health Care REIT will acquire Windrose
for approximately $877 million, including the assumption of
Windrose's outstanding debt which totaled approximately $426
million as of June 30, 2006.

The merger will create a company with investments throughout the
health care delivery system with more than 550 properties in 37
states.  The combined entity would have gross real estate assets
of approximately $4 billion and an enterprise value of
approximately $5 billion based on the closing prices of both
Health Care REIT and Windrose's stocks on September 12, 2006.

The merged entity will offer:

    -- Expertise and critical mass across all sectors of senior
       housing and health care real estate;

    -- Property management and development capabilities;

    -- Increased portfolio growth through expanded investment and
       development opportunities;

    -- Enhanced asset type diversification, reduced tenant
       concentration, and a favorable investment maturity profile;

    -- Improved key portfolio metrics including higher non-
       governmental component of tenant revenues;

George Chapman, chief executive officer of Health Care REIT
commented, "Our strategic merger with Windrose creates a platform
capable of driving superior growth throughout the full spectrum of
senior housing and health care real estate.  The enhanced tenant
base and asset diversification produces an even stronger combined
entity.  We intend to capitalize on the additional opportunities
presented in property management and development, while the
increased diversification provided by this combination should
provide a more secure revenue stream through different operating
cycles generating higher quality dividends and incremental value
for our stockholders.  Our long-standing relationship with Fred
Klipsch and his management team will provide for a seamless
integration while strengthening our infrastructure.  We are also
pleased to announce that Mr. Klipsch will join the board of Health
Care REIT and we welcome his valued addition."

Fred Klipsch, chief executive officer of Windrose remarked,
"Windrose enthusiastically joins a firm with a tradition of
excellence and superb infrastructure and systems.  We look forward
to the opportunity to grow our new platform with greater access to
reasonably priced capital, while providing our existing Windrose
stockholders with an approximate 23% increase in annualized
dividends per share and an excellent premium on their investment.
The Windrose management team's broad background in the long-term
care sector and our unique relationship with the Health Care REIT
management group make this a great strategic and cultural fit.
Fred Farrar and I will be intensely focused on a successful
integration, continued asset growth and the pursuit of strategic
joint initiatives for the Windrose Medical Properties Division
within Health Care REIT."

Under the terms of the agreement, each outstanding share of
Windrose will be exchanged for 0.4509 shares of Health Care REIT
common stock.  The actual exchange ratio at closing will be based
upon the volume-weighted average price per share of Health Care
REIT common stock on the New York Stock Exchange for the 10
trading days selected by lot from the 15 trading day period,
ending on and including the fifth trading day prior to the closing
of the transaction.  The exchange ratio will be subject to
increase up to a maximum of 0.4650 in the event of a decrease in
Health Care REIT's common stock price prior to the end of such
period.

Upon closing, Windrose stockholders will own approximately 15% of
Health Care REIT, assuming conversion of all of the outstanding
Windrose convertible preferred stock.  The transaction is expected
to close on or about year-end 2006, subject to the approval of the
stockholders of Windrose and other customary conditions and
consents. Completion of the transaction does not require approval
of Health Care REIT stockholders.

Health Care REIT management anticipates that the transaction will
be accretive to 2007 fully diluted FFO per share.  Health Care
REIT intends to provide initial 2007 guidance including the
expected impact of this transaction concurrent with the release of
fourth quarter 2006 earnings in February 2007.

Pending the closing of the transaction, the companies expect to
pay customary common and preferred stock dividends with any
necessary prorations through the actual closing date.  During the
period prior to closing, Health Care REIT intends to provide
Windrose with an interim financing line of credit up to an amount
of $150 million to finance additional Windrose acquisition
opportunities.

The transaction is structured to qualify at the REIT level as a
tax-free merger, and it is a condition to closing that each party
receives an acceptable tax opinion to that effect.  Windrose
stockholders will recognize income for federal income tax purposes
only on any cash received in respect of fractional shares.

Deutsche Bank Securities acted as exclusive financial advisor to
Health Care REIT and JPMorgan acted as exclusive financial advisor
to Windrose.

                    About Health Care REIT, Inc

Headquartered in Toledo, Ohio, Health Care REIT, Inc. --
http://www.hcreit.com/-- is a real estate investment trust that
invests in health care facilities, primarily skilled nursing and
assisted living facilities.  At December 31, 2004, the company had
investments in 394 health care facilities in 35 states with 50
operators and had total assets of approximately $2.5 billion.  The
portfolio included 234 assisted living facilities, 152 skilled
nursing facilities and eight specialty care hospitals.

                         *     *     *

Moody's Investors Services assigned a Ba1 rating on the Company's
Subordinated debts effective July 23, 2003.  The Rating Outlook is
Stable.


HERBST GAMING: Earns $11.2 Million in Quarter Ended June 30
-----------------------------------------------------------
For the three months ended June 30, 2006, Herbst Gaming, Inc.'s
reported net income of $11,286,000, a $2,950,000 decrease compared
to net income of $14,236,000 in the three months ended June 30,
2005.

The Company's total revenues for the current quarter increased by
$4,733,000, to $147,003,000, from total revenues of $142,270,000
in the same quarter last year.

At June 30, 2006, the Company's balance sheet showed total assets
of $552,146,000, total liabilities of $543,855,000, and total
stockholders' equity of $8,291,000.

A full-text copy of the Company's financial report for the three
months ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?11a3

Headquartered in Las Vegas, Nevada, Herbst Gaming Inc. is a
diversified gaming company that focuses on two business lines,
slot route operations and casino operations.

                          *     *     *

Herbst Gaming Inc.'s long-term corporate family rating and bank
loan debt carry Moody's B1 ratings, while the Company's long-term
local and foreign issuer credits carry Standard & Poor's B+
ratings with positive outlook.


INTERSTATE BAKERIES: Trade Creditors Sell 36 Claims Totaling $19MM
------------------------------------------------------------------
From April 14 to May 31, 2006, the Clerk of the Bankruptcy Court
for the Western District of Missouri recorded 36 claims transfers
totaling $19,092,359 in Interstate Bakeries Corporation and its
debtor-affiliates' chapter 11 cases to:

   (a) Madison Niche Opportunities, LLC:

            Transferor                        Claim Amount
            ----------                        ------------
            Malnove, Inc. Nebraska              $1,002,092
            Grain Millers Dairy                    171,412
            Malnove Packaging                       61,600
            Malnove, Inc.                           11,017
            Money Mailer of Arlington Heights       14,535
            Malnove                                  9,338
            The Turnover-Straus Group                8,124
            Troyer Potato Products                   4,601
            J.A. Fritch & Sons, Inc.                 1,900
            CII Lab Services, Inc.                   1,698
            Presto X                                 1,906

       Madison Niche Opportunities has offices at 6310 Lamar
       Avenue, Suite 210, in Overland Parks, Kansas.  Contact
       person is Sally Meyer.

   (b) Madison Liquidity Investors 123, LLC:

            Transferor                        Claim Amount
            ----------                        ------------
            Prestige Park, Inc.                   $178,196
            Aramark Uniform Service                107,861
            Wasatch Energy                          62,006
            US Fleet, LLC                           56,575
            POMA                                    29,086
            Gold Coast Ingredients                  23,164
            Gleason Industries                      17,458
            Thermo Electron Corporation              5,372
            RepSer, Inc.                             4,437
            Wilkerson Communications                 1,418
            Durnotic Door, Inc.                      1,342

       Madison Liquidity Investors has offices at 6310 Lamar
       Avenue, Suite 210, in Overland Parks, Kansas.  Contact
       person is Jesse Bever.

   (b) Debt Acquisition Company of America V, LLC:

            Transferor                        Claim Amount
            ----------                        ------------
            Whiteacker & Wilson, PC                $11,572
            Days Inn of Traverse City                1,071
            Florida Numerics, Inc.                     368
            The Shopping Guides                          -

       Debt Acquisition has offices at 1565 Hotel Circle South,
       Suite 310, in San Diego, California.  Contact person is
       Traci Fette.

   (b) Hain Capital Holdings, LLC:

            Transferor                        Claim Amount
            ----------                        ------------
            Latham & Watkins                      $410,355
            Reviva                                 109,079
            Cornerstone General Contracting         23,950
            InkJet, Inc.                            21,134

       Hain Capital could be reached through Ganna Liberchuk, at
       301 Route 17, 6th Floor, in Rutherford, New Jersey, with
       phone number (201) 896-6100.

   (c) Argo Partners:

            Transferor                        Claim Amount
            ----------                        ------------
            Portland Specialty Baking               $4,257
            Valley Floor Care                        1,215

       Argo Partners has offices at 12 West 37th Street, 9th
       Floor, in New York.  Contact person is Scott Krochek.

The Court also recorded four claim transfers to:

   Transferee               Creditor              Claim Amount
   ----------               --------              ------------
   Harbinger Capital        Varde Investment       $16,547,290
   Zen Tel, Inc.            Longacre Master Fund       181,116
   Cotton Oncil Clinic      Madison Investment           4,731
   The William Allen Co.    The Madison Ave. Cap         1,083

Varde Investment Partners, L.P., has offices at 8500 Normandale
Lake Blvd., Suite 1570, in Minneapolis, Minnesota.  Varde
Investment could be reached through Contact George Hicks with
contact number (952) 646-2064.

Vladimir Jelisavcic can be contacted for Longacre Master Fund,
Ltd., at 810 Seventh Avenue, 22nd Floor, in New York.

Madison Investment Trust - Series 17 and The Madison Avenue
Capital Group II Trust have offices at 6310 Lamar Avenue, Suite
210, in Overland Parks, Kansas.  Contact person for Madison
Investment is Kristy Stark while the contact person for The
Madison Capital is Sally Meyer.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


KANA SOFTWARE: Posts $383,000 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
KANA Software, Inc., reported a net loss in accordance with
generally accepted accounting principles of $383,000, for the
quarter ended June 30, 2006 versus a GAAP net loss of
$1.9 million for the quarter ended June 30, 2005.

The Company reported a GAAP net loss of $1.5 million for the six
months ended June 30, 2006, versus a GAAP net loss of
$15.7 million for the six months ended June 30, 2005.

KANA's total revenues for the quarter ended June 30, 2006 were
$14.5 million, including license revenues of $5.9 million.  These
revenue numbers represent increases of 36% in total revenue and
150% in license revenue over the second quarter 2005.  This is
KANA's fifth consecutive quarter of total revenue growth.

KANA's total revenues for the six months ended June 30, 2006 were
$26 million, including license revenues of $8.8 million.  These
revenue numbers represent increases of 25% and 125%, respectively,
from the total and license revenue numbers reported for the six
months ended June 30, 2005.

"We are very pleased with our second quarter results, as they
reflect the significant strides KANA has made over the last year
to streamline the organization and focus on its core
competencies," said Michael Fields, chief executive officer of
KANA.  "KANA's consistent revenue growth over the last five
quarters is indicative of the overall market demand for multi-
channel customer service software.  More importantly, though, it's
a testament to the depth and scalability of our solutions, the
quality and commitment of our people and the mission and focus of
our company.  As a result, KANA is well positioned for
profitability and continued success and leadership in the multi-
channel customer service market."

Based on the demand the Company is seeing and anticipating for its
multi-channel customer service solutions with new and existing
customers and integrator partners, KANA expects that total
revenues for 2006 will range between $56 million and $58 million.
This represents a growth of 30% to 34% percent over 2005 total
revenues.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 12, 2006,
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.

                          About KANA

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.


KANA SOFTWARE: Files Registration Statement for Stock Sale
----------------------------------------------------------
KANA Software, Inc., filed with the Securities and Exchange
Commission on Sept 8, 2006, a registration statement on Form S-1
relating to the offer and sale of up to 5,277,665 outstanding
shares of the common stock and 2,393,233 shares of common stock
that may be issued on the exercise of outstanding warrants by:

     * NightWatch Capital Partners, LP;
     * NightWatch Capital Partners II, LP; and
     * RHP Master Fund, Ltd.

including an additional 478,647 shares of common stock of which
may be issued on the exercise of the warrants that may be issued
upon the occurrence of an event of dilution resulting from stock
splits, stock dividends or similar transactions or change in the
exercise price by the selling stockholders.

KANA will not receive any of the proceeds from the sales by the
Selling Stockholders of the shares covered by the September 8
prospectus.  The Company will pay the expenses related to the
registration of the Shares covered by this prospectus.  The
Selling Stockholders will pay commissions and selling expenses, if
any, incurred by them.

As of Aug. 31, 2006, there were 34,517,637 shares of common stock
outstanding and issued, excluding shares exercisable under
warrants that KANA has issued.  The Shares offered in the
prospectus, represents 22.2% of the total outstanding and issued
shares of the Company's common stock as of Aug. 31, 2006,
excluding shares exercisable under warrants that the Company has
issued.

A full-text copy of the prospectus is available for free at:

                 http://researcharchives.com/t/s?11a0

                          About KANA

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.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 12, 2006,
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.


KANA SOFTWARE: Forms Financial Services Vertical Sales Team
-----------------------------------------------------------
KANA Software, Inc., disclosed a series of organizational changes
in its global sales and service operations.  The changes
illustrate the unprecedented demand KANA is experiencing for its
industry-leading multi-channel customer service solutions, and
will enable the company to accelerate its revenue growth and meet
aggressive sales targets worldwide.

        Formation of Global Financial Services Sales Team

In order to build upon its tremendous growth and customer adoption
within the financial services market, KANA has established a
global financial services vertical sales team.

Daniel Turano, a seasoned veteran, joins KANA as the newly
appointed Vice President of Global Financial Services and will
work to build a sales team that is focused specifically on
financial services accounts worldwide.

As part of Mr. Turano's expanding financial services group,
Lindsay McEwan has joined KANA as the regional sales manager for
financial services in the United Kingdom, bringing ten years of
direct sales and management experience within the investment
banking, retail and capital markets vertical along with senior
relationships with large financial institutions.

"As a strategic alliance partner, we are very pleased and excited
about KANA's new financial services initiative.  With KANA's
increased focus and investment in Financial Services, our joint
relationship will further accelerate the delivery of market
leading solutions to Financial Services organizations," said Mark
Greene, Vice President, IBM Financial Services Sector.

                Enhancing the Worldwide Sales Team

Bill Rowe, who joined the organization in January, will expand his
current role with a promotion to Senior Vice President of
Worldwide Sales and Service.  Mr. Rowe has been responsible for
KANA's sales and professional services operations in the Americas
region and will now expand that role to include Europe and Asia.
Alf Saggese, Senior Vice President of Sales & Service for
International Operations, will report into Mr. Rowe.

Eric Ward will move into the role of Western Region Sales
Director, with responsibility for expanding sales and services as
well as continuing to build strong customer relationships.

Edwin Kuhn will join KANA as the Eastern Region Sales Director.
Mr. Kuhn has nineteen years of sales experience, most recently
having served as the Identity Management (IDM) Sales Manager at
Oracle Corporation, receiving recognition as the top IDM sales
representative of the year.

Both the Western and Eastern Region Sales Directors will report to
Bill Rowe.

In order to fully capitalize on the tremendous market opportunity
stemming from rapid adoption of eService channels, KANA is
expanding its worldwide sales organization and by the end of 2006
the Company will have doubled its sales force over the year ended
2005.  As a result of this significant organizational expansion,
KANA will have the necessary resources in place to ensure
excellent customer service, pursue new transactions as well as
focus on cultivating cross-sell and up-sell opportunities within
its extensive install base.  With more than 600 customers,
including approximately half of the world's 100 largest companies,
KANA is in an exceptional position to fuel its continued financial
growth and success through this sales approach.

"Elevating and expanding a worldwide sales team is an exciting
initiative for any company. KANA has seen a substantial increase
in demand for its multi-channel customer service solutions,
especially in the financial services industry.  This expansion is
not only exciting but necessary for us to stay ahead of market
demand as well as continue to give our customers the high levels
of service and support they have come to expect," said Bill Rowe,
Senior Vice President of Worldwide Sales and Service, KANA.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 12, 2006,
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.

                          About KANA

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.


KB HOME: Fitch Affirms Low-B Ratings & Revises Outlook to Stable
----------------------------------------------------------------
Fitch Ratings affirmed and revised the Rating Outlook to Stable
from Positive these ratings for KB Home (NYSE: KBH):

   -- Issuer Default Rating 'BB+'
   -- Senior unsecured debt and revolving credit facility 'BB+'
   -- Senior subordinated debt 'BB-'

A Positive Outlook was predicated on the assumption that credit
metrics would further improve and then be generally maintained for
a reasonable period of time.  Prospects of that occurring over the
next few quarters or even next twelve months now appear unlikely
due to a broadly deteriorating housing market.

Fitch anticipates that KB Home will take a more cautious stance on
share repurchase and, especially, land purchases during the
balance of the year (and in 2007) and that inventories which have
been growing into mid-2006 will sharply decline by fiscal year-end
2006.  Fitch anticipates that leverage will decrease later this
year and liquidity improve as cash flow comparisons in the second
half of 2006 should be much stronger than in the first half of the
year.

Fitch will also continue to closely monitor the trends of the
broad housing market in its assessment of the appropriate credit
ratings for all homebuilders.

The current ratings reflect KB Home's solid, consistent profit
performance in recent years and the expectation that the company's
credit profile will be maintained or continue to improve as it
executes its business model.  The ratings also take into account
KB Home's primary focus on entry-level and first-step trade-up
housing (the deepest segments of the market), its conservative
building practices, and effective utilization of return on
invested capital criteria as a key element of its operating model.

In recent years, KB Home has improved its capital structure and
increased its geographic diversity, along with better positioning
itself to withstand a meaningful housing downturn.  Fitch also has
taken note of KB Home's role as an active consolidator within the
industry.  Risk factors also include the cyclical nature of the
homebuilding industry and KB Home's exposure to the state of
California.

Fitch expects future leverage (excluding financial services) to be
comfortably within KB Home's stated debt to capital target range
of 45-55%.

KB Home has expanded EBITDA margins over the past several years on
steady price increases, volume improvements and reductions in SG&A
expenses.  Also, KB Home has produced record levels of home
closings, orders and backlog as the housing cycle extended its
upward momentum.  KB Home realizes a significant portion of its
revenue from California, a region that has proved volatile in past
cycles.  But the company has reduced this exposure as it has
implemented its growth strategy and in the first half of 2006
sourced 17.9% of its deliveries from California, compared with 69%
in fiscal 1995.

Over recent years KB Home shifted toward a presale strategy,
producing a higher backlog/delivery ratio and reducing the risk of
excess inventory and debt accumulation in the event of a slowdown
in new orders.  The strategy has also served to enhance margins.

KB Home maintains a 4.9 year supply of lots (based on last twelve
months deliveries), 46.3% of which are owned and the balance
controlled through options.  Inventory turnover has been
consistently at or above 1.2x during the past eleven years.

Balance sheet liquidity has improved as a result of efforts to
reduce long-dated inventories, quicken inventory turns and improve
returns on capital.  Progress in these areas allowed the company
to accelerate deliveries without excessively burdening the balance
sheet.

As the housing cycle progresses, creditors should benefit from KB
Home's solid financial flexibility supported by cash and
equivalents of $9.7 million and $646.6 million available under its
$1.5 billion domestic unsecured credit facility (net of $437.1
million of letters of credit) as of May 31, 2006.

In addition, liquid, primarily pre-sold work-in-process and
finished inventory totaling $5.03 billion provides comfortable
coverage for construction debt.  Debt is well laddered with the
first of the company's fixed rate debt maturing in 2009.  The
current $1.5 billion revolving credit facility matures in November
2010.

Management's share repurchase strategy has been aggressive at
times, but so far has not impaired KB Home's financial
flexibility.  KB Home repurchased:

   -- $169.2 million of stock in 2000;
   -- $190.8 million in 2002;
   -- $108.3 million in fiscal 2003;
   -- $66.1 million in fiscal 2004; and
   -- $134.7 million in fiscal 2005.

2.02 million shares were repurchased in the first half of 2006 at
an aggregate cost of $299.9 million.

As of May 31, 2006, six million shares remained under the board of
directors' repurchase authorization.  Taking into account these
repurchases, book equity has increased $2,317.7 million since the
end of 1999, while construction debt grew $2,577.7 million.  The
company has a moderate dividend.

In December of 2005, KB Home's board approved a 33% increase in
the annual cash dividend from $0.75 to $1.00 per share.  This
represents a payout of 11.8%-12.5% based on management's current
earnings guidance for fiscal 2006.

KBH has lessened its dependence on the state of California, but it
is still the company's largest market in terms of investment.
Operations are dispersed within multiple markets in the north and
in the south.

During the 1990s the company entered various major Western
metropolitan markets, including Phoenix, Las Vegas, Denver,
Dallas, Austin and San Antonio, and has risen to a top-five
ranking in each market except Phoenix (number 10 ranking) and
Dallas.  In an effort to further broaden and enhance its growth
prospects it has established operations (greenfield and by
acquisition) in the southeastern U.S., including various markets
in Florida, Atlanta, Georgia, North and South Carolina.

During the past few years, KB Home entered the Midwest (Chicago
and Indianapolis) via acquisitions.  Most recently, KB Home has
begun to secure land to build homes in and around New Orleans.

Fitch recognizes KB Home as a consolidator in the industry, but
expects future acquisitions will be moderate in size and largely
funded through cash flow.


KESSLER HOSPITAL: Files Voluntary Ch. 11 Petition in New Jersey
---------------------------------------------------------------
William B. Kessler Memorial Hospital, Inc., filed a voluntary
petition with the U.S. Bankruptcy Court District of New Jersey to
address its financial and operational challenges, a Company press
release said.

"I would like to assure the staff and the community that we will
remain focused in our commitment to our key constituencies
throughout this process, and that the quality services that we
provide to our patients will not be interrupted," said Kessler
President and CEO Michael Gonnella.

Kessler plans to improve its operations and financial balance
sheet during the reorganization process.

Susan W. Leiser, Hammonton News staff writer, states that earlier
this year, the Company failed to pay for health benefits for 200
union employees.  Recent published reports said the hospital is
being sued for more than $600,000 in utility fees owed to South
Jersey Gas Company of Folsom.

The Hammonton News reports that last month, the Company officials
were in talks with three interested health-care organizations for
an affiliation.  Cumberland county-based South Jersey Healthcare
was chosen for the affiliation among the other organizations:
AtlantiCare, based in Atlantic county; and Lourdes System, based
in Camden and Burlington counties.

During the press conference of the agreement for an affiliation,
officials said both sides would begin a due diligence process in
which business, operational and financial matters were examined.
After the due diligence period, the pending deal fell apart.

According to the news, SJH informed Kessler that it would not be
able to proceed with the affiliation.  In addition to Kessler's
latest statement, hospital officials believe a financial
reorganization will place Kessler in a stronger position to
continue to pursue its affiliation strategy with other health
systems.


KESSLER HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William B. Kessler Memorial Hospital, Inc.
        600 S. White Horse Pike
        Hammonton, NJ 08037

Bankruptcy Case No.: 06-18680

Type of Business: The Debtor is a non-profit corporation
                  that operates a hospital.  See
                  http://www.kesslerhospital.org/

Chapter 11 Petition Date: September 13, 2006

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Susquehanna Patriot Bank                 $1,200,000
P.O. Box 274
Pottstown, PA 19464

South Jersey Energy                        $531,793
c/o Mark Soifer, Esquire
Fox Rothschild
1301 Atlantic Avenue Suite 400
Atlantic City, NJ 08401

CPSI                                       $391,179
P.O. Box 850309
Mobile, AL 36685

Benefit Fund Health Care                   $369,676
Worker 1199C
1319 Locust Street 4th Floor
Philadelphia, PA 19107

Kessler Cat Scan Associates                $319,174
P.O. Box 168
Hammonton, NJ 08037

The Copeland Companies                     $319,090
2 Tower Center
East Brunswick, NJ 08816

Atlantic City Electric                     $303,798
P.O. Box 4875
Trenton, NJ 08650

Medtronics USA, Inc.                       $264,417
4642 Collections Center Drive
Chicago, IL 60693

Giordano Halleran & Ciesla                 $229,172
P.O. Box 190
Middletown, NJ 07748

Sleepcare                                  $221,834
130 Gaither Drive
Mount Laurel, NJ 08054

Ernst & Young LLP                          $183,980
2001 Market Street
Philadelphia, PA 19103

Quest Diagnostics                          $134,600
P.O. Box 828669
Philadelphia, PA 19182

McKesson Medical Surgical                  $113,253
P.O. Box 933027
Atlanta, GA 31193

Cozen O'Connor                             $112,747
P.O. Box 7777
Philadelphia, PA 19175

Gambro Inc.                                $111,119
151 Herrod Boulevard
Dayton, NJ 08810

Crothall Healthcare Inc.                   $108,828
13028 Collections Center
Drive
Chicago, IL 60693

Foundation of WBKMH                        $106,911
P.O. Box of 437
Hammonton, NJ 08037

Hospira Worldwide Inc.                      $94,864
75 Remittance Drive, Suite
6136
Chicago, IL 60675

New Jersey Manufacturers                    $92,646
Sullivan Way -
CN 00228
Trenton, NJ 08628

South Jersey Gas Company                    $86,045
c/o Mark Soifer, Esquire
Fox Rothschild
1301 Atlantic Ave. Suite 400
Atlantic City, NJ 08401


KINETEK INDUSTRIES: S&P Puts B- Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Kinetek
Inc. and related entity Kinetek Industries Inc., including its
'B-' corporate credit ratings, on CreditWatch with developing
implications, meaning that the rating could be lowered, raised, or
affirmed.

"The CreditWatch listing reflects the likelihood that the ratings
could change in the near term as the company's debt maturity dates
approach," said Standard & Poor's credit analyst Gregoire Buet.

The company has indicated that it is contemplating various avenues
of redeeming or refinancing its debt.

Standard & Poor's believes that execution and timing risks are
becoming significant, considering that the company's $270 million
senior notes mature on Nov. 15, 2006, and its revolver expires 30
days prior to the maturity of these notes.  Failure to secure a
financing plan in a timely manner would significantly increase the
risk of a default and would lead to a downgrade.

Nevertheless, the rating agency notes that there have been
tangible operating and financial improvements at Kinetek in the
recent quarters, which should support efforts of the management
team to achieve a refinancing or repayment plan.  If this is the
case, the rating could be raised or affirmed depending on the
conditions of such transaction.

Despite some tangible improvement in operating performance and
credit measures in the recent quarters underpinned by the
favorable economic environment and from cost saving initiatives,
Kinetek remains highly leveraged.

Standard & Poor's will monitor the company's progress and efforts
to improve its liquidity and solidify its refinancing plans and
expect to resolve, or update, the CreditWatch listing within the
next 60 days.


KMART CORP: Wants Global Property to Produce Docs on $20MM Claim
----------------------------------------------------------------
Kmart Corp. asks the U.S. Bankruptcy Court for the Northern
District of Illinois to compel Global Property Services Inc. to
produce the responsive information maintained in GPS' accounting
database in its native, electronic format.

GPS provided landscaping, parking lot sweeping, and snow removal
services for Kmart Corporation before Kmart filed for bankruptcy.
GPS had individual written standard form contracts with 230
individual Kmart stores.

George R. Mesires, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, tells the Court that Global
Property Services continues to defy the rules governing the
production of documents.

Mr. Mesires recounts that GPS initially refused to produce the
financial documents that purportedly support GPS' $20,000,000
claim until Kmart filed a request to compel.  Now, GPS refuses to
produce the documents in their native, electronic format, Mr.
Mesires relates.

Following Kmart's review of GPS' financial data, Kmart designated
numerous reports and data sets for copying.  GPS, however,
refused to copy the documents as it had presented for inspection,
and stripped the financial data from its native, software
environment.  GPS printed hard copies, which differ vastly from
how the financial data is maintained, Mr. Mesires complains.

The law does not allow GPS to transform a dynamic, electronic
database into plain pieces of paper, Mr. Mesires argues.

As reported in the Troubled Company Reporter on Apr. 4, 2006,
GPS filed two claims against Kmart for $20,000,000 asserting:

   (1) breach of contract,

   (2) promissory estoppel,

   (3) unjust enrichment,

   (4) defamation,

   (5) misappropriation of trade secrets, and

   (6) tortious interference with contracts, business
       relationships and business expectancies.

Kmart asked GPS to produce financial information and other
documents supporting its claim.

GPS said it has not denied Kmart any discovery.  However,
GPS considered Kmart's arguments for the production of financial
information and agreed to produce the requested information.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000)


KMART CORP: Hawkins Wants Injunction Modified to Pursue Action
--------------------------------------------------------------
In November 2002, Dawn Hawkins was physically injured while
shopping at Kmart Corporation Store No. 3320 in Hollman,
Louisiana.  Ms. Hawkins filed a personal injury claim against
Kmart, seeking compensation for damages.

Alan S. Farnell, Esq., in Chicago, Illinois, tells the U.S.
Bankruptcy Court for the Northern District of Illinois that
Ms. Hawkins timely filed a proof of claim and actively
participated in the Court ordered claim mediation process.

Mr. Farnell says Ms. Hawkins has already exhausted the claims
resolution process.

Accordingly, Ms. Hawkins asks the Court to modify the discharge
injunction to allow her to file and prosecute her personal injury
litigation against Kmart.

                        About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 116; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000)


LARREA BIOSCIENCES: R. E. Bassie Raises Going Concern Doubt
-----------------------------------------------------------
R. E. Bassie & Co., in Houston, Texas, raised substantial
doubt about Larrea Biosciences Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the years ended April 30, 2006 and 2005.
The auditor pointed to the Company's working capital deficiency of
$1,192,967 at April 30, 2006.

The Company reported a $1,508,073 net loss on $678,824 of total
revenues for the year ended April 30, 2006.

At April 30, 2006, the Company's balance sheet showed $188,595 in
total assets and $1,188,753 in total liabilities, resulting in a
$1,000,158 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $115,000 in total current assets available to pay
$1,188,753 in total current liabilities coming due within the next
12 months.

A full-text copy of the Company's 2006 Annual Report is available
for free at http://ResearchArchives.com/t/s?1194

                    About Larrea Biosciences

Headquartered in Richmond, Canada, Larrea Biosciences
Corporation, through its wholly owned subsidiary, LarreaRx, Inc.,
manufactures and distributes pharmaceutical products.  The
company's products include dietary supplement capsules, topical
lotion, and topical spray.


LEGACY ESTATE: Jackson Family Wines Closes Legacy Transaction
-------------------------------------------------------------
Jess Jackson, Barbara Banke, their family and The Legacy Estate
Group LLC jointly disclosed the closing of the Legacy transaction.
As reported on Aug. 18, 2006, the Jackson family was the
successful bidder in the Santa Rosa Bankruptcy Court of the Legacy
Estate Group.  Freemark Abbey, located in St. Helena in the Napa
Valley, Arrowood Vineyards & Winery in Sonoma County's Glen Ellen
and Byron Vineyard & Winery in the Santa Maria appellation of
Santa Barbara County make up the Legacy Estate Group.

"We are delighted to add these historic and prominent brands to
our portfolio of family-owned wine estates," stated Jess Jackson,
proprietor of Jackson Family Wines.  "Our family has made wine in
these three regions for years, and we are excited by the
possibilities.  I am confident these properties and their talented
personnel will produce outstanding Freemark Abbey, Arrowood and
Byron wines consistent with their well-established reputations.
Our family will dedicate our passion and resources hoping to
improve both quality and availability of these wines to
knowledgeable consumers," Jackson added.

"Each of these wineries makes strategic sense for us," stated
Barbara Banke.  "Freemark Abbey represents a long history of
outstanding winemaking from one of the most desirable locations
within the Napa Valley.  Our family remains committed to Sonoma
County and has tremendous respect and admiration for Richard
Arrowood's efforts in solidifying Sonoma County as one of the
premium winegrowing regions in the world.  The Byron winery is a
beautiful, state-of-the art facility contiguous with our Cambria
Estate Winery on the Santa Maria Bench.  With this acquisition, we
are uniting two of the premier vineyard holdings in the Santa
Maria Valley."

In addition to these newly acquired wineries, the Jackson Family
Wines portfolio includes several independent fine wine estates in
Sonoma, Napa, Monterey, Santa Barbara, and Mendocino Counties.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated more than $100 million in
assets and debts between $50 million and $100 million.


MAJESCO ENT: Third Fiscal Quarter Net Loss Narrows to $724,000
--------------------------------------------------------------
Majesco Entertainment Company filed its financial statements for
the third fiscal quarter ended June 30, 2006, with the Securities
and Exchange Commission on Sept. 11, 2006.

For the three months ended June 30, 2006, the Company reported a
$724,000 net loss on $12,630,000 of net revenues compared with a
$37,543,000 net loss on $4,565,000 of net revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $14,555,000
in total assets, $11,054,000 in total current liabilities, and
$3,501,000 in total stockholders' equity.

Full-text copies of the Company's third fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?11ab

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Goldstein Golub Kessler LLP expressed substantial doubt about
Majesco Entertainment Company's ability to continue as a going
concern after auditing the Company's financial statements for
the fiscal years ended Oct. 31, 2005, and 2004.  The auditing firm
pointed to the Company's recurring losses.

                  About Majesco Entertainment Co.

Headquartered in Edison, New Jersey, Majesco Entertainment Company
(NASDAQ: COOL) -- http://www.majescoentertainment.com/-- provides
digital entertainment products and content.  The Company's diverse
product lineup includes video games such as Infected(TM) for the
PSP(PlayStation Portable) system, Aeon Flux(TM), and the
forthcoming JAWS(TM) Unleashed, as well as digital entertainment
products like Frogger(R) TV Arcade.  Majesco now offers Game Boy
Advance Video versions of DreamWorks Animation movies Shrek, Shrek
2 and Shark Tale.


MCLEODUSA INC: S&P Rates $110 Million Senior Secured Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Hiawatha, Iowa-based competitive local exchange
carrier McLeodUSA Inc.  The rating outlook is negative.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's $110 million of senior secured second-
lien notes due 2011.  The notes were rated 'B-' (at the same level
as the corporate credit rating on the company) with a recovery
rating of '5', indicating the expectation for negligible (0%-25%)
recovery of principal in the event of a payment default.  The
notes will be issued under Rule 144A with registration rights.

Proceeds from the notes will be used:

   * to repay the existing senior secured credit facility;
   * to collateralize certain existing letters of credit; and
   * for general corporate purposes.

Debt outstanding at June 30, 2006, pro forma for the issuance of
the senior notes, totaled $110 million. McLeodUSA provides
integrated voice and data communications services to small and
midsize business and residential customers.

"The ratings on the company reflect the highly competitive nature
of the CLEC industry," said Standard & Poor's credit analyst Susan
Madison.

Exacerbating the company's vulnerable business position further
are:

   * the inherent risks of McLeodUSA's substantive shift in
     strategic focus following its emergence from Chapter 11 in
     January 2006;

   * elevated sales and marketing expenses associated with
     significantly expanding its sales infrastructure; and

   * the company's substantial dependence on the regional Bell
     operating companies for last-mile connectivity.

Tempering factors include the company's adequate near-term
liquidity and its flexibility with respect to capital spending.


MCLEODUSA INC: Moody's Rates Proposed $110 Million Notes at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
McLeodUSA Incorporated, and a B3 rating for the proposed $110
million second lien note issue.  The ratings for the note reflect
both the overall probability of default of the company, to which
Moody's assigns a PDR of B2, and a loss given default of LGD 4.
The outlook is stable.  The new financing will be used to
refinance existing debt and for general corporate purposes.

Moody's assigned these ratings:

     * Corporate Family Rating -- Assigned B3

     * Probability-of-default rating -- Assigned B2

     * 2nd Lien Secured Notes, due 2011 -- Assigned B3
       (LGD 4 -62%)

     * Speculative Grade Liquidity -- Assigned SGL-1

Outlook is Stable.

The B3 corporate family rating reflects McLeod's financial risk,
as it refocuses its sales efforts, lack of free cash flow
generation, and the challenging competitive position, which is
compounded by the low profitability of its current operations. The
ratings benefit somewhat from the Company's substantial network
infrastructure and good liquidity.

The stable rating outlook considers the Company's growth plans and
the planned operating improvements which, barring one-time
transforming events, are likely to keep ratings at the existing
levels over the rating horizon.

The B3 rating of the second lien senior secured notes reflects an
LGD 4 loss given default assessment, as although these notes
represent largely the entire debt capital of the company, the
rating is tempered by the assumed 35% family recovery rate given
its current all bond debt capital structure.

McLeod, headquartered in Hiawatha, IA, is a CLEC serving about
250,000 business and residential customers.


MESABA AVIATION: Union Grants $2 Million Fund to Help Pilots
------------------------------------------------------------
The union representing pilots at Comair and Mesaba airlines has
authorized a $2 million fund for each pilot group, to bolster
their efforts to achieve fair and equitable labor contracts with
their respective managements.

"Our union is resisting a protracted and deliberate campaign to
whipsaw pilots by playing them off against each other using
bankruptcy courts and 'request for proposal' mechanisms to
perpetuate the fee-for-departure business model," said Capt. Duane
Woerth, president of the Air Line Pilots Association, Int'l.
"These corporate maneuvers affect virtually every working pilot.
By pledging $2 million to each pilot group, we are putting the
industry on notice that we are in this fight to win.  We will give
our pilots the resources they need to stand up to these divisive
tactics."

The action came at a meeting of the union's Executive Board on
Sept. 12, 2006, ALPA maintains a robust Major Contingency Fund to
respond to extraordinary events and situations that threaten the
airline pilot profession.  These funds will be used for strike
preparedness, communications, and family awareness activities.

In the case of Mesaba, the latest allocation is in addition to a
previous grant of $2 million to back up the pilot group, which
faces a management ploy to use bankruptcy law to impose draconian
pay cuts.

"Proposals that would literally pay poverty wages even as our
airline upstreams tens of millions of dollars to its holding
company are absolutely unacceptable," said Capt. Tom Wychor,
chairman of the Mesaba unit of ALPA.  "We will not agree to such
terms, and with the backing of our national union, we will not
accept anything less than a fair and equitable contract."

Capt. J.C. Lawson, chairman of the Comair pilots' unit, said that,
"Management is under the illusion that it can force us to make
hasty, ill- advised decisions.  They seem to forget that these are
the same pilots who persevered through years of negotiations, and
eventually, a strike in 2001.  Another work stoppage is the last
thing we want, but we're not going to just fold our cards and give
in, either.  ALPA has given us the staying power to achieve our
goals and we intend to use it."

Noting the standing ovation that the Executive Board gave when the
new and highly progressive tentative agreement for FedEx Express
pilots was announced, Woerth said, "We have reached a point in our
economic recovery where we are no longer completely driven by the
disastrous tidal waves that engulfed our industry for the past
five years.

"Management can no longer plead helplessness and poverty as
justification for making outrageous demands at the table.  Airline
workers paid a terrible price to keep this industry afloat, but
now it is time to draw a line beyond which we will not be pushed,"
Woerth continued.  "The pilots at Mesaba and Comair have the
desire and the resolve to stand up to predatory management
tactics. Now they have the means to do so, too."

ALPA -- http://www.alpa.org/-- represents 61,000 airline pilots
at 40 airlines in the U.S. and Canada.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines Inc. --
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.

                      About Mesaba Aviation

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


MESABA AVIATION: Disappointed on District Court CBA Ruling
----------------------------------------------------------
U.S. District Court Judge Michael J. Davis reversed for two
specific reasons Mesaba Airlines' 1113(c) rights to reject its
collective bargaining agreements and impose new contract terms on
its unions and remanded the case to the U.S. Bankruptcy Court for
the District of Minnesota for further proceedings.

At the same time, the District Court (as did Bankruptcy Court
Judge Gregory Kishel) affirmed the company's need for 19.4% labor
cost reductions over a six-year period and its business plan
requiring an 8 percent profit margin.

"While we are disappointed with Judge Davis' decision and will
review all of our legal options to address his concerns; we are
committed to successfully restructuring this company," said John
Spanjers, Mesaba Airlines president and COO.  "What remains
unchanged is the company's need to find a solution quickly to
ensure the survival of the airline."

Even before the decision was handed down, the company had invited
all three unions to meetings this week to share detailed
information about the company's cash position, which is quickly
deteriorating.  The company has confirmed meetings with ALPA, AFA
and AMFA for the end of this week and beginning of next week.
Mesaba remains committed to working with the unions to reach
consensual agreements with each work group.

It's important to note, the Court overturned the Kishel decision
on only two points, one of which, the need to discuss with the
unions the issue of wage restoration or snap backs, already has
been discussed in negotiations with the pilots' union.  The
company is reviewing the Court's other concern as related to MAIR
Holdings, Mesaba's parent company.

                      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.


MICHAEL O'CONNOR: Case Summary & 28 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Michael E. O'Connor
             6 Perry Street
             Cortlandt Manor, NY 10567

Bankruptcy Case No.: 06-22558

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Century Asset Management, Inc.             06-22559
      Century Industrial Supply Incorporated     06-22560
      Century Industrial Services Incorporated   06-22561
      OTS Services, Inc. dba On Time Services    06-22562

Chapter 11 Petition Date: September 5, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Elizabeth A. Haas, Esq.
                  Barr & Haas, LLP
                  664 Chestnut Ridge Road
                  P.O. Box 664
                  Spring Valley, NY 10977
                  Tel: (845) 352-4080
                  Fax: 845-352-6777

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Michael E. O'Connor        $1 Million to      $1 Million to
                           $10 Million        $10 Million

Century Asset Management,  $0 to $50,000      $0 to $50,000
   Inc.

Century Industrial         $50,000 to         $1 Million to
   Supply Incorporated     $100,000           $10 Million

Century Industrial         $100,000 to        $1 Million to
   Services Incorporated   $500,000           $10 Million

OTS Services, Inc.         $100,000 to        $0 to $50,000
   dba On Time Services    $500,000

A. Michael E. O'Connor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
TD Banknorth/Hudson           Partially secured/        $986,931
UnitedBank                    Unsecured
c/o Pitney Hardin LLP
7 Times Square
New York, NY 100367311

Elevator Constructors Union                             $245,627
c/o Markowitz & Richman
121 So. Broad St.
Philadelphia, PA 19107

TR Sales                      Possible contingent        $66,915
P. O. Box 3465                liability of
Wayne, NJ 07474               Century Industrial
                              Supply Inc.

Centec Metals                 Possible contingent        $30,000
109 Lincoln Avenue            liability of
Bldg. No. 2                   Century Industrial
Port Chester, NY 10573        Supply Inc.

The Bartholomew Company       Possible contingent        $29,112
91 New York Avenue            liability of
Westbury, NY 11590            Century Industrial
                              Supply Inc.

Northern Elevator Limited     Possible contingent        $16,197
270 Finchdene Square          liability of
Toronto, Ontario M1X1A5       Century Industrial
Canada                        Services Inc.

Harrington Industrial         Possible contingent         $8,431
Plastics                      liability of
P.O. Box 13346                Century Industrial
Baltimore, MD 21203           Supply Inc.

M & N Metals                  Possible contingent         $5,755
2624 Kermit Highway           liability of
Odessa, TX 79763              Century Industrial
                              Supply Inc.

Penn Stainless                Possible contingent         $3,071
P. O. Box 9001                liability of
Quakertown, PA 18951          Century Industrial
                              Supply Inc.

Metals USA                    Possible contingent         $1,188
P. O. Box 827110              liability of
Philadelphia, PA 19182        Century Industrial
                              Supply Inc.

ROC Transport, Inc.           Possible contingent         $1,580
P. O. Box 565684              liability of
Dallas, TX 75356              OTS Services, Inc.

Tubular Steel                 Possible contingent           $691
1031 Executive Blvd.          liability of
Saint Louis, MO 63141         Century Industrial
                              Supply Inc.

Roadway Express               Possible contingent           $478
P. O. Box 13573               liability of
Newark, NJ 07188              Century Industrial
                              Supply Inc.

Peerless Steel                Possible contingent           $434
P. O. Box 77876               liability of
Detroit, MI 48277             Century Industrial
                              Supply Inc.

Earle M. Jorgenson Company    Possible contingent           $370
10650 Alameda Street          liability of
Lynwood, CA 90262             Century Industrial
                              Supply Inc.

Nicholas Galvanizing          Possible contingent           $200
120 Duffield Avenue           liability of
Jersey City, NJ 07306         Century Industrial
                              Supply Inc.

B. Century Asset Management, Inc.'s Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Purchase Power                Postage meter -            Unknown
P. O. Box 856042              Leased
Louisville, KY 40285

C. Century Industrial Supply Inc.'s 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
TD Banknorth/Hudson           Partially secured/        $986,931
UnitedBank                    Unsecured
c/o Pitney Hardin LLP
7 Times Square
New York, NY 100367311

Texas Pipe & Supply                                     $225,732
2330 Holmes Road
Houston, TX 77051

The Bartholomew Company                                  $22,706
91 New York Avenue
Westbury, NY 11590

Penn Stainless                                           $21,558
P. O. Box 9001
Quakertown, PA 18951

Centec Metals                                            $14,680
109 Lincoln Avenue
Bldg. No. 2
Port Chester, NY 10573

Harrington Industrial                                    $10,197
Plastics
P. O. Box 13346
Baltimore, MD 21203

TR Sales                                                  $8,915
P. O. Box 3465
Wayne, NJ 074743465

D. Century Industrial Services' 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
TD Banknorth/Hudson           Partially Secured/        $986,931
UnitedBank                    Unsecured
c/o Pitney Hardin LLP
7 Times Square
New York, NY 10036

Elevator Constructors Union   Partially Secured/        $245,627
c/o Markowitz & Richman       Unsecured
121 South Broad Street
Philadelphia, PA 19107

Mitsui Sumitomo Marine        Alternate Address          $30,000
Management                    Amount sought
c/o Riker Danzig Scherer      $30,000
Hylan
One Speedwell Avenue
Morristown, NJ 07962

Northern Elevator Limited                                $16,197
270 Finchdene Square
Toronto, Ontario M1X1A5
Canada


MUSICLAND HOLDING: Shwarzstein Wants Stay Lifted to Pursue Claims
-----------------------------------------------------------------
According to Dora Shwarzstein, in November 2003, she fell off a
platform on the first floor of Musicland Holding Corp. and its
debtor-affiliates' Sam Goody record store at 390 Sixth Avenue, in
Manhattan, New York.  As a result, Ms. Shwarzstein sustained
serious injuries to her shoulder and arm, Brian M. Levy, Esq., in
New York, informs the U.S. Bankruptcy Court for the Southern
District of New York.

Mr. Levy argues that Ms. Shwarzstein's accident was due to the
platform's improper design and construction, which was in
violation of the Building Code.

The Debtors' liability carrier, Royal & SunAlliance Insurance
Company, agreed to enter into discussions to resolve Ms.
Shwarzstein's personal injury claim.  However, due to the
complications of Ms. Shwarzstein's medical condition, a resolution
to Ms. Shwarzstein's Claim could not be concluded despite two
years of ongoing discussions with Royal & SunAlliance, Mr. Levy
relates.

Moreover, as of the Debtors' bankruptcy filing, Ms. Shwarzstein's
ability to commence an action to recover damages was stayed
pursuant to Section 362 of the Bankruptcy Code.

Subsequently, after the Debtor filed for bankruptcy, Royal &
SunAlliance refused to entertain further settlement discussions
with Ms. Shwarzstein, Mr. Levy tells the Court.

The applicable three-year statute of limitation regarding
Ms. Shwarzstein's ability to commence an action against the
Debtors for the resolution of her Claim will expire on Nov. 22,
2006.

On May 18, 2006, Ms. Shwarzstein filed a proof of claim for the
personal injuries she allegedly sustained arising out of the
accident.

Accordingly, Ms. Shwarzstein asks the Court to:

   (a) lift the automatic stay to allow her to pursue the
       proceeds of the liability policy issued by Royal &
       SunAlliance by commencing a state court action against the
       Debtors and any other responsible parties; and

   (b) honor her late-filed Proof of Claim.

The Debtors have no "equity" in Royal & SunAlliance's Liability
Policy and the Policy is not necessary to the Debtors' effective
reorganization, Mr. Levy asserts.  "The Policy is available
specifically to pay claims like that of Ms. Shwarzstein's."

On the contrary, Mr. Levy contends, Ms. Shwarzstein would be
prejudiced if the automatic stay is not lifted as she would have
no avenue to establish her right to a judgment against the Debtors
and to seek recovery of damages from Royal & SunAlliance.

Mr. Levy emphasizes that:

   (1) the Claim's allowance will not prejudice the Debtors;

   (2) the Claim does not involve the Debtors' assets; and

   (3) the Claim's allowance will not delay the completion of the
       bankruptcy proceedings in any way.

Mr. Levy maintains that Ms. Shwarzstein's failure to timely file a
proof of claim was neither deliberate nor tactical.  "While there
is no contention that the delay was occasioned by anything other
than neglect, . . . the neglect should be deemed to be excusable
for purposes of allowing the late filing of the Proof of Claim."

Ms. Shwarzstein agrees to abide by the limits of Royal &
SunAlliance Policy.  Moreover, to the extent that there may be a
deductible or self-insured retention, Ms. Shwarzstein agrees to
waive the portion of any recovery that will be paid by the
Debtors, Mr. Levy assures the Court.

                            Objections

1. Creditors' Committee

Mark S. Indelicato, Esq., at Hahn $ Hessen LLP, in New York,
contends that Ms. Shwarzstein failed to establish cause to lift
the automatic stay.  Ms. Shwarzstein failed to file a timely proof
of claim by the Bar Date and therefore, is barred from asserting
any claim against the Debtors' estates.

Courts have long recognized that the bar date is critically
important to the administration of a successful Chapter 11 case,
and the reorganization process, Mr. Indelicato notes.  Thus, the
burden of proving excusable neglect is on the party seeking an
enlargement of time to file.

Ms. Shwarzstein's late filing of the proof of claim should not be
permitted because she has failed to show excusable neglect, and
should be held accountable, Mr. Indelicato asserts.

The reason given for not timely filing a proof of claim is simply
that Ms. Shwarzstein's counsel did not closely review the Bar
Date Notice.  "This neglectful conduct clearly is not excusable
since carelessness does not constitute a valid excuse," Mr.
Indelicato maintains.

If the Court were to allow Ms. Shwarzstein to assert a potentially
large unliquidated claim based on the poor showing she has made of
excusable neglect, the Bar Date Order might as well be deemed
meaningless since virtually any late creditor can assert the same
excuse, Mr. Indelicato says.

Thus, the Official Committee of Unsecured Creditors asks the
Court to deny Ms. Shwarzstein's request.

2. Debtors

Andrea L. Johnson, Esq., at Kirkland & Ellis LLP, in New York,
New York, notes that to persuade the Court to agree to her
request, Ms. Shwarzstein stipulated that she will waive her right
to recover any under-deductible amount from the Debtors or their
estates.

Unfortunately, Ms. Johnson avers, that Stipulation makes no
difference because the Debtors' insurance policy requires the
Debtors to pay all costs and fees related to the litigation out of
their deductible -- a deductible that is presently secured by a
drawn letter of credit.  Thus, even if Ms. Shwarzstein waives her
right to recover any award from the deductible, her simple act of
litigating her claim will cause the Debtors to incur under-
deductible liability and expense.

According to Ms. Johnson, the Debtors' insurance company has
represented that Ms. Shwarstein's last settlement demand is
substantially lower than the Debtors' $250,000 deductible.

Thus, Ms. Shwarzstein would have to admit that even if she is
permitted to litigate her claim, causing the Debtors to incur
under-deductible fees and expenses, she will nonetheless likely
walk away empty handed, Ms. Johnson says.  "[Thus], the Debtors'
creditors should not be forced to fund a pointless litigation."

The waiver is not enough to shield the Debtors' estates from
potential liability, Ms. Johnson argues.  Rather, if
Ms. Shwarzstein is allowed to file a lawsuit:

   -- the Debtors will be forced to fund litigation costs; and

   -- the attention of the Debtors and their professionals would
      be diverted from the liquidation and winddown as they would
      be forced to expend time and significant resources in
      defending against the lawsuit and against any other
      plaintiffs that subsequently file requests for relief from
      the automatic stay.

Moreover, Ms. Shwarzstein failed to assert any justification under
which her claim should be provided a preference over the claims of
the Debtors' other unsecured creditors, Ms. Johnson maintains.

Thus, the Debtors ask the Court to deny Ms. Shwarzstein's request.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Inks Terminating Card Agreement with Washington
------------------------------------------------------------------
On March 3, 2005, Providian National Bank and Musicland Holding
Corp. and its debtor-affiliates entered into a Credit Card
Alliance Agreement.

With the consent of the U.S. Bankruptcy Court for the Southern
District of New York, the Debtors rejected the Agreement effective
as of March 31, 2006.

On April 28, 2006, Washington Mutual Bank, as successor by merger
of Providian National, filed a proof of claim arising from the
Agreement and the Debtors' rejection of the Agreement.

Accordingly, in a Court-approved stipulation, the Debtors,
Washington Mutual, the Official Committee of Unsecured Creditors
and the Informal Committee of Secured Trade Vendors agree, among
other things, that:

   (a) The Alliance Agreement is deemed terminated as of
       March 31, 2006;

   (b) Washington Mutual and the Debtors will wind down the
       Credit Card Rewards Program;

   (c) Washington Mutual retains the right to use the Musicland
       Marks on Outstanding Cards on related Account billing
       statements and related records and on Account-related
       correspondence and communications with Cardholders who
       have Outstanding Cards during the Wind-down Period;

   (d) Subject to the limitation imposed by the Asset Purchase
       Agreement entered into by Trans World Entertainment
       Corporation and Musicland Holding Corp. in February 2006,
       the Debtors will not cause or attempt to cause the removal
       of their identification or marks from any Outstanding Card
       or Account check, or from any Account-related record
       already existing on the effective date of expiration or
       termination of the Agreement for up to 12 months from
       termination or expiration of the Agreement;

   (e) In the event TWEC fails to comply with any or all of the
       terms of the Stipulation, the Debtors will not be held
       liable;

   (f) The Wind-down Period will end when Washington Mutual's
       right to use Musicland Marks ceases, which likely is
       within six months but not later than one year;

   (g) The Debtors will make reasonable efforts to ensure that
       all Credit Card Rewards Program marketing has ceased;

   (h) Washington Mutual will discontinue acceptance of
       applications within nine months of termination of the
       Agreement;

   (i) Washington Mutual will be solely responsible for promptly
       developing and notifying Cardholders on the termination of
       the Credit Card Rewards Program, the content and format
       that will be subject to the Debtors' prior written
       approval;

   (j) In the event a party violates the Stipulation, the other
       party may, in lieu of or in addition to termination,
       collect damages, obtain an injunction, or obtain any other
       remedy available to it under law or at equity for breach
       of contract; and

   (k) Nothing in the Stipulation will be deemed to give rise to
       a claim by Washington Mutual against the Debtors.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 17; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NICHOLAS-APPLEGATE: Moody's May Cut B1 Rating on $10.6 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service placed these classes of notes issued by
Nicholas-Applegate CBO I Limited on watch for possible downgrade:

     * The $23,700,000 Class B-1 Floating Rate Notes, Due 2012
       Prior Rating: A3
       Current Rating: A3, on watch for possible downgrade

     * $2,500,000 Class B-2 Fixed Rate Notes, Due 2012
       Prior Rating: A3
       Current Rating: A3, on watch for possible downgrade

     * 12,830,000 Class C Participating Notes, Due 2012
       Prior Rating: Baa3
       Current Rating: Baa3, on watch for possible downgrade

     * $10,690,000 Class D Floating Rate Notes, Due 2012
       Prior Rating: B1
       Current Rating: B1, on watch for possible downgrade

Moody's noted that the rating action was primarily due to further
deterioration in the transaction's weighted average rating factor
and weighted average coupon, as well as the higher concentration
of securities rated Caa1 or below by Moody's, each as reported in
the monthly report dated Aug. 17, 2006.  Furthermore, the
transaction's underhedged position poses interest rate risk that
could possibly have a negative impact on the transaction's
performance in the future.


NOBLE DREW: Wants Slochowsky & Rappaport as Special Counsel
-----------------------------------------------------------
Noble Drew Ali Plaza Housing Corp. asks the Honorable James M.
Peck of the U.S. Bankruptcy Court for the Southern District of New
York in Manhattan for authority to employ:

   -- Slochowsky & Slochowsky as its special litigation counsel to
      commence certain nonpayment proceedings, and

   -- Rappaport, Hertz, Cherson & Rosenthal, P.C., as special
      litigation counsel to commence certain holdover proceedings.

The Court authorized and approved a management agreement between
the Debtor and Wavecrest Management Team Ltd. for its property.

Under the management agreement, Wavecrest is authorized to:

   a. manage the Debtor's Property;

   b. collect all rents that accrue from tenants, lawful
      residents, or governmental agencies; and

   c. commence eviction proceedings against any person in
      possession of an apartment belonging to the Debtor who has
      failed to comply with his obligation to pay rent.

The management agreement also authorizes Wavecrest to initiate:

   a. nonpayment proceedings against tenants or residents for
      nonpayment of rent that accrued and remains unpaid on or
      after June 1, 2006; and

   b. initiate holdover proceedings against any residents who are
      not lawful occupants of their apartments.

Records maintained by Wavecrest indicate that:

   -- more than 70 tenants or residents have failed to pay rent
      since June 1, 2006; and

   -- no fewer than 100 residents are not lawful occupants of
      their respective apartments.

Based on these determinations, Wavecrest and the Debtor have
deemed it necessary and beneficial to employ the services of
Slochowsky and Rappaport as special litigation counsel.

The commencement of the non-payment proceedings and holdover
proceedings will benefit the Debtor's efforts to sell its real
property and increase its cash flow.

                       Slochowsky Retention

Slochowsky will:

   (a) give legal advice with respect to initiating every
       nonpayment proceeding, including filing of the petition,
       discovery, settlement, trial, and, if necessary, eviction;

   (b) prepare, on behalf of the Debtor, all necessary
       applications, pleadings, motions, and other legal documents
       required to litigate every nonpayment proceeding;

   (c) perform all legal services for the Debtor, which may be
       necessary to conclude every nonpayment proceeding;

   (d) appear at all hearings, court appearances, pre-trial
       conferences, depositions (if necessary), meetings, and
       trial; and

   (e) perform any other tasks required or requested by the Debtor
       in order to facilitate a resolution of each and every
       nonpayment proceeding.

Slochowsky will be paid its usual and customary fees for services
rendered.  Papers filed with the Court did not indicate the Firm's
hourly rates.

Slochowsky neither represents nor has any interest adverse to the
Debtor's case or with respect to the matters in which Slochowsky
is to be retained.

                        Rappaport Retention

Rappaport will:

   (a) give legal advice with respect to commencing every holdover
       proceeding including filing the petition, discovery,
       settlement, trial, and if necessary, eviction;

   (b) prepare, on behalf of the Debtor, all necessary
       applications, pleadings, motions, and other legal documents
       required to litigate every holdover proceeding;

   (c) perform all legal services for the Debtor, which may be
       necessary to conclude every holdover proceeding;

   (d) appear at all hearings, court appearances, pre-trial
       conferences, depositions (if necessary), meetings, and
       trial;

   (e) collaborate with various local, city and state law
       enforcement agencies where and when appropriate; and

   (f) perform any other tasks required or requested by the Debtor
       in order to facilitate a resolution of every holdover
       proceeding.

Rappaport will be paid its usual and customary fees for services
rendered.  Papers filed with the Court did not indicate the Firm's
hourly rates.

Rappaport neither represents nor has any interest adverse to the
Debtor's case or with respect to the matters in which Rappaport is
to be retained.

                        About Noble Drew

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.
Martin G. Bunin, Esq., at Alston & Bird LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$43,500,000 and total debts of $18,639,981.


OXFORD MEDIA: Buys SVI Hotel Corp. for Approximately $10 Million
----------------------------------------------------------------
Oxford Media, Inc., has completed its acquisition of SVI Hotel
Corporation.  The combined company will be doing business as
OxfordSVI, Inc.

The combined company has a customer base of over 2400 hotels, of
which 1,970 hotels provide Video On Demand services and the
remaining properties receive high-speed internet access and
support as well as ancillary services from the Company.

Commenting on the acquisition, Lew Jaffe, chief executive officer,
stated, "The value of this accretive transaction goes well beyond
the economics at closing.  We will have a strong base of existing
customers for the introduction of new products and services,
including but not limited to high speed internet access and
security monitoring products.  We also gain a knowledge base and
industry relationships and that will help us accelerate growth
through our dealer channel.  Lastly, over time it will give us
access to additional roof tops to deploy our WiMAX content
distribution solution."

Under the terms of the agreement, the Company acquired SVI's
hospitality business for a combination of cash, debt and
securities approximating $10 million.  The consideration included
$5.85 million in cash, $2.35 million in convertible notes due
July 2008, 1.6 million shares of the Company's common stock, and
warrants to purchase 1.375 million shares of the Company's common
stock at $1 per share.  The Company may also pay another
$4 million of consideration as part of an "earn-out" provision
based on the number of future conversions of SVI's analog-based
VOD customers to the Company's next generation VOD platform.

The funding for the transaction is a two year Senior Secured Note
in the amount of $9.5 million with a 10% stated interest rate,
2.85 million shares of the Company's common stock and warrants to
purchase 9.5 million shares of the Company's common stock at a
strike price of $0.50 per share.

The financing was co-led by Palisades Master Fund, LP and Longview
Fund, LP, with additional participants including Crescent
International, Ltd., (Switzerland), Lewis Jaffe, chief executive
officer, and David Parker, chief operating officer.  Although
funded Sept. 1, 2006, the closing of the transaction was effective
as of July 1, 2006.

Beth Salmon, former president and chief operating officer of SVI
Systems, Inc., will assume the role of chief operating officer of
the combined company.  The combined company will be headquartered
in Irvine, CA and will continue current operations at the SVI
facility in Peoria, IL.

                    About SVI Systems, Inc.

SVI Systems, Inc., -- http://www.svi.com/-- is an information
solutions provider serving over 2,400 hotels and over 225,000
rooms across the U.S. with a wide variety of products and services
that build guest value and repeat business in the hospitality
industry.  The services include VOD movies, high speed internet
access, FTG programming, and security system solutions.

                    About Oxford Media, Inc.

Headquartered in Irvine, California, Oxford Media, Inc.,
-- http://www.oxfordmediainc.com/-- develops private broadband
networks and proprietary software and hardware.  Through private
broadband networks, it provides broadband Internet access, and
video and audio content on demand via a pay-per-view basis
primarily to small and mid-sized hotels and motels in the U.S.
The company's products include VOD movie server, a digital
computer operated system that provides a 'menu' of available
movies to the hotel guests; STB Controller; and Management Server,
a control and billing system that controls the movie server and
the hotel VOD movie billing operations.

                      Going Concern Doubt

McKennon Wilson & Morgan LLP expressed substantial doubt about
Oxford Media's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
losses from operations and working capital deficiency.


PARMALAT: Farmland and Carmen Green Want Pact on PI Suit Approved
-----------------------------------------------------------------
Reorganized Farmland Dairies, LLC, the Farmland Dairies LLC
Unsecured Creditors' Trust and Carmen Green ask the United States
Bankruptcy Court for the Southern District of New York to
approve their stipulation modifying the Plan Injunction to permit
the parties to prosecute and defend against Ms. Green's lawsuit,
and to take actions as are necessary or appropriate to exercise
their rights.

Ms. Green, as reported in the Troubled Company Reporter on Aug.
16, 2006, sought modification of the automatic stay so she
may pursue a lawsuit in the New Jersey Superior Court against the
Farmland Entities.

Accordingly, the parties agree that Ms. Green will in no event be
entitled to recover any property of or from the U.S. Debtors or
their estates, Reorganized Farmland, or the Trust.  She will have
recourse solely against any available insurance proceeds from
Farmland's automobile insurance policy with Lumbermens Mutual
Casualty Company.

Ms Green agrees that payment of any judgment awarded against the
U.S. Debtors' insurer, if any, will be reduced by the lesser of
(a) the payment or (b) the amount of the Policy's deductible that
the U.S. Debtors, Reorganized Farmland or the Trust might
otherwise be liable for.

Ms. Green withdraws her lift stay request and her proof of claim
against Farmland, and releases the U.S. Debtors, Reorganized
Farmland and the Trust from any and all claims and causes of
action.

Ms. Green's action relates to personal injuries she sustained from
a 2002 accident involving a vehicle owned by Sunnydale Farms, a
business unit of Farmland Dairies.

Ms. Green is represented in the U.S. Debtors' cases by Frank A.
Tobias, Esq., and David H. Kaplan, Esq., at Tobias & Kaplan, in
Perth Amboy, New Jersey.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PARMALAT GROUP: Share Capital Increases to EUR1.6 Bil. in August
----------------------------------------------------------------
In August 2006, the subscribed and fully paid up share capital
in Parmalat Group increased by EUR63,896 to EUR1,640,757,886 from
EUR1,640,693,990, following the allocation of shares to Parmalat's
creditors.

The share capital increase is due to the conversion of warrants
for 63,896 shares, Parmalat S.p.A. said.

The latest status of the share allotment, according to Parmalat
S.p.A., is approximately 59,187,515 shares representing 3.6% of
the share capital are still in a deposit account c/o Parmalat
S.p.A., of which:

      * 17,023,647 or 1.0% of the share capital, registered in the
        name of individually identified commercial creditors, are
        still deposited by the intermediary account of Parmalat
        S.p.A. centrally managed by Monte Titoli (compared with
        21,763,451 shares as at as at July 21, 2006); [and]

      * 42,163,868 or 2.6% of the share capital registered in the
        name of the Foundation, called Fondazione Creditori
        Parmalat, of which:

        -- 120,000 shares representing the initial share capital
           of Parmalat S.p.A. (unchanged); [and]

        -- 42,043,868 or 2.6% of share capital that pertain to
           currently undisclosed creditors (compared with
           44,936,482 shares as at July 21, 2006).

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PARMALAT USA: SpA Sells Stake in Italcheese & Australian Business
-----------------------------------------------------------------
As part of the restructuring process of the Parmalat Group,
Parmalat SpA has sold 100% of its Italian subsidiary Italcheese
S.p.A. as well as stakes held indirectly in some Australian
companies.

Italcheese SpA is an Italian company that commercializes and
stores food products and in 2005 generated EUR27 million in
revenues.

The Australian holdings (Norco Pauls Milk Joint Venture,
Norcofields Pty Ltd., The Norcofields Unit Trust, Fieldco Pty.
Ltd., The Fieldco Unit Trust, Gold Coast Milk Pty. Ltd. e
Beaudesert Milk Pty. Ltd.) were held in a joint venture agreement
with Norco Co-operative Ltd. and were sold following the approval
of the Composition with Creditors of the Parmalat Group on Oct. 1,
2005, and the consequent exercise of the call option accorded to
the partner under the joint venture agreement.

The proceeds of the sale of the Australian participations will be
applied to reducing indebtedness towards the Group's Australian
bank lenders and therefore to decreasing the interest due by
A$5 million annually.  The sale will result in a marginal decrease
in EBITDA of approximately A$6.3 million.

In a separate report, Agenzia Giornalistica Italia said that Itaca
and Consorzio Latterie Reggiane, consortiums of Confcooperative
and Legacoop of Reggio Emilia, has acquired Italcheese SpA for
EUR4,000,000.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PEABODY ENERGY: S&P Rates Proposed $2.75 Billion Facilities at BB
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' rating to
Peabody Energy Corp.'s proposed $2.75 billion of senior unsecured
credit facilities, consisting of a $1.8 billion revolving credit
facility and $950 million Term Loan A.

The Term Loan A is comprised of a $440 million term loan, to
replace Peabody's existing Term loan A, and a $510 million delayed
delayed-draw Term term loan.

At the same time, Standard & Poor's raised its existing ratings on
the company's senior unsecured notes to 'BB' from 'BB-'.

Peabody Energy, with a corporate credit rating of 'BB' and a
stable outlook, is based in St. Louis, Missouri.

"The upgrade of the senior unsecured notes reflects their improved
position in the capital structure due to the release of collateral
under the new credit facility," said Standard & Poor's credit
analyst Thomas Watters.

"The new facilities will be used to finance the $1.6 billion
acquisition of Excel Coal Ltd. (including assumed debt) and to
refinance existing debt.  Pro forma for this transaction,
Peabody's total debt will increase by $1.5 billion, to $2.9
billion."

Peabody's financial leverage is very aggressive.  For the 12
months ended June 30, 2006, pro forma total debt to EBITDA was a
very aggressive 4.9x.  Indeed, funds from operations to total debt
is a weak 15.5%, adjusted for onerous, debt-like health care,
pension, workers' compensation, and reclamation liabilities, which
totaled $2.1 billion before tax at Dec. 31, 2005.

Total debt is also adjusted for operating leases, coal reserve
payments, and payments associated with the acquisitions of
reserves from the U.S. Bureau of Land Management in the Powder
River Basin.

Mr. Watters said, "We expect the company to meaningfully reduce
acquisition-related debt in the short term through free cash flow
or equity proceeds.  Current strong industry conditions should
benefit Peabody as it continues to negotiate its unpriced future
coal production.  This, in combination with debt reduction, gives
us some comfort that over the intermediate term Peabody will be
able to achieve credit metrics commensurate with the current
rating."

Mr. Watters added, "We could revise the outlook to positive if we
thought it possible that Peabody might be able to achieve and
sustain a funds from operations to adjusted total debt ratio of
20%-25%.  This would require a level of debt reduction greater
than what we are currently incorporating in the rating.  We could
revise the outlook to negative if the company does not reduce
debt, if costs continue to rise, offsetting higher contracted coal
realizations, or if industry conditions soften."


PELTS & SKIN: Gets Peragine & Leas as Special Litigation Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Pelts & Skins, L.L.C., and its debtor-affiliate, PS Chez
Sidney, L.L.C., permission to employ Peragine & Lea, L.L.C., as
their special litigation counsel, nunc pro tunc to Aug. 1, 2006.

Peragine & Lea is expected to represent the Debtors on specified
special matters on their chapter 11 case.

Alex J. Peragine, Esq., a partner of the firm, will bill $225 per
hour for this engagement.  Mr. Peragine also discloses that the
firm's associates will bill at $140 per hour and paralegals will
bill at $65 per hour.

Mr. Peragine assures the Court that the firm does not hold any
interest adverse to the Debtors.

Mr. Peragine can be reached at:

     Alex J. Peragine, Esq.
     Peragine & Lea, L.L.C.
     527 East Boston Street, Suite 201
     Covington, Louisiana 70433
     Tel: (985) 292-3500
     Fax: (985) 292-3501
     http://www.p-l-law.com/

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator
skins to tanneries.  The Company filed its chapter 11 petition on
Aug. 1, 2006 (Bankr. E.D. La. Case No. 06-10742).  Douglas S.
Draper, Esq., at Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represents the Debtor.  Pelts & Skins estimated its assets and
debts at $10 million to $50 million when it filed for protection
from its creditors.


POE FINANCIAL: Taps Holland & Knight as Bankruptcy Counsel
----------------------------------------------------------
Poe Financial Group, Inc., and it debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Holland & Knight, LLP, as their bankruptcy attorneys, nunc pro
tunc to Aug. 18, 2006.

Holland & Knight will:

     a) advise the Debtors with respect to its powers and duties
        as debtors-in-possession in the continued management and
        operation of their business and properties;

     b) attend meetings and negotiate with representative of
        creditors and other parties in interest;

     c) take all necessary action to protect and preserve
        the Debtors' estates, including the prosecution of
        actions on the Debtors' behalf, the defense of any action
        commenced against the Debtors, negotiations concerning
        all litigation in which the Debtors are involved, and
        objections to claims filed against Debtors' estates;

     d) prepare the Debtors all motions, applications, answers,
        orders, reports, and papers necessary to the
        administration of the estates;

     e) negotiate and prepare on the Debtors' behalf any other
        plan or plans of reorganization, disclosure statements,
        and all related agreements and documents, and take any
        necessary action on behalf of the Debtors to obtain
        confirmation of such plans;

     f) represent the Debtors in connection with obtaining post-
        petition loans;

     g) advise the Debtors in connection with any potential sale
        of assets, restructuring or recapitalization;

     h) appear before the court, any appellate courts, and the
        U.S. Trustee and protect the interests of the Debtors'
        estates before such Courts and the U.S. Trustee;

     i) consult with the Debtors regarding tax matters;

     j) represent the Debtors with respect to general corporate
        and transactional matters; and

     k) perform all other necessary legal services and provide
        all other necessary legal services to the Debtors in
        connection with these chapter 11 cases.

Rod Anderson, Esq., a partner at Holland & Knight, tells the Court
that firm's professionals current hourly rates are:

     Professionals             Designations       Hourly Rate
     -------------             ------------       -----------
     Leonard Gilbert, Esq.        Partner            $475
     Rod Anderson, Esq.           Partner            $375
     Noel Boeke, Esq.             Partner            $275
     Michael Sjuggerud, Esq.      Associate          $225
     Mary Bailey                  Paralegal          $155

The Debtor tells the Court that it has paid the firm a $100,000
retainer.

Mr. Anderson assures the Court that the firm does not hold any
interest adverse to the Debtors, its estates and creditors.

Mr. Anderson can be reached at:

     Rod Anderson, Esq.
     Holland & Knight, LLP
     100 North Tampa Street, Suite 4100
     Tampa, Florida 33601
     Tel: (813) 227-8500
     http://www.hklaw.com/

Headquartered in Tampa, Florida, Poe Financial Group, Inc.
-- http://www.poefinancialgroup.com/-- specialize in insuring
coastal properties assumed from Florida's high-risk insurance
pool.  The Debtor and three of its affiliates file for chapter 11
protection on Aug. 18, 2006 (Bankr. M.D. Fa. Case No. 06-04288
Noel R. Boeke, Esq., Leonard Gilbert, Esq., and Rod Anderson,
Esq., at Holland & Knight, LLP, represents the Debtors.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of more than $50 million.


PORTRAIT CORP: U.S. Trustee Names Four-Member Creditors' Panel
--------------------------------------------------------------
Diana G. Adams, the acting United States Trustee for Region 2,
appointed four creditors to serve on an Official Committee of
Unsecured Creditors in Portrait Corporation of America, Inc., and
its debtor-affiliates' Chapter 11 cases:

     1. SAB Capital Management, L.P.
        Attn: Norman Louie
        712 Fifth Avenue, 42nd Floor
        New York, NY 10019
        Tel. No.: (212) 457-8064

     2. AIG Global Investment Group
        Attn: James B. Roberts
              Vice President
        70 Pine Street
        New York, NY 10270
        Tel. No.: (212) 770-7876

     3. Whippoorwill Associates, Inc.
        Attn: Roger Tjong Tjin Tai
        11 Martine Avenue
        White Plains, NY 10606
        Tel. No.: (914) 683-1002

     4. Wilmington Trust FSB
        Attn: James J. McGinley
              Managing Director
        520 Madison Avenue, 33rd Floor
        New York, NY 10022
        Tel. No.: (212) 415-0522

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's 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 Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Portrait Corporation

Portrait Corporation of America, Inc. -- http://pcaintl.com/--  
provides professional portrait photography products and services
in North America.  The Company operates portrait studios within
Wal-Mart stores and Supercenters in the United States, Canada,
Mexico, Germany and the United Kingdom.  The Company also operates
a modular traveling business providing portrait photography
services in additional retail locations and to church
congregations and other institutions.

Portrait Corporation and its debtor-affiliates filed for Chapter
11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No.
06-22541).  John H. Bae, Esq., at Cadwalader Wickersham & Taft
LLP, represents the Debtors in their restructuring efforts.
Berenson & Company LLC serves as the Debtors' Financial Advisor
and Investment Banker.  At June 30, 2006, the Debtor had total
assets of $153,205,000 and liabilities of $372,124,000.


POWERCOLD CORP: Restates 2005 Financial Statements
--------------------------------------------------
PowerCold Corporation filed an amended annual report on Form
10-KSB/A for the fiscal year ended Dec. 31, 2005, and amended
quarterly reports for the periods ended Sept. 30, June 30, and
March 31, 2005, with the Securities and Exchange Commission on
Sept. 8, 2006.

The Company restated its financial statements to correct errors in
revenue, contract receivables and payables, and related cost of
revenues.

                 Amended 2005 Financial Statements

The Company's Statement of Operations showed:

                               For the period ended
               ----------------------------------------------
                   Year      Quarter     Quarter      Quarter
                 12/31/05    03/31/05    06/30/05     9/30/05
               ----------  ----------   ---------   -----------
Revenue          $667,375  $1,572,388   $1,800,782     $676,680

Net Loss      ($6,687,755) ($1,209,724) ($1,308,257) ($2,499,357)

The company's Balance Sheet showed:

                                 For the period ended
                    ----------------------------------------------
                     Year      Quarter     Quarter       Quarter
                   12/31/05   03/31/05     06/30/05      9/31/05
                  ---------  ----------   ----------   ----------
Current Assets     $967,381  $6,924,670   $7,642,262   $5,570,041

Total Assets     $1,559,696  $8,465,361   $9,527,117   $7,211,157

Current
Liabilities      $4,675,702  $6,949,924   $7,535,205   $8,915,180

Total
Liabilities      $6,094,350  $9,345,816  $10,619,345  $10,742,742

Total
Stockholders'
Equity(Deficit) ($4,534,654) ($880,455)  ($1,092,228) ($3,531,585)

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

   Year Ended Dec. 31, 2005   http://researcharchives.com/t/s?1195

   First quarter ended
   March 31, 2005             http://researcharchives.com/t/s?1196

   Second quarter ended
   June 30, 2005              http://researcharchives.com/t/s?1197

   Third quarter ended
   Sept. 30, 2005             http://researcharchives.com/t/s?1198

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 18, 2006,
Williams & Webster, P.S., expressed substantial doubt about
PowerCold Corporation's ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
substantial operating losses and accumulated deficit.  The
auditing firm also noted that the company's intangible assets
comprise a material portion of their assets.

PowerCold Corporation -- http://www.powercold.com/-- designs,
develops and markets unique HVAC products and systems for
commercial use.  The company derives its revenues from two
principal product line applications.  The first is a line of
proprietary energy efficient products, including evaporative
condensers and fluid coolers for the HVAC industry.  The second is
a proprietary four pipe integrated piping system for large
commercial buildings that reduces power costs by up to 50% for air
conditioning and refrigeration systems and provides a clean
comfort air environment.


PRIDE INTERNATIONAL: S&P Affirms BB Rating & Removes Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on contract driller Pride International Inc. and
removed the rating from CreditWatch with negative implications.
The outlook is stable.

As of June 30, 2006 Houston, Texas-based Pride had $1.01 billion
in adjusted debt.

The rating action follows Pride's successfully filing of its
financial statements.  The company delayed its filing after
announcing earlier in the year that it would conduct an internal
investigation related to improper payments to foreign government
officials in its Latin American division.

"Although we view the ongoing investigation with restrained
concern, we believe management is taking appropriate steps to
address this issue and remediate internal control deficiencies,"
said Standard & Poor's credit analyst Jeffrey Morrison.

Operationally, Pride continues to generate stronger cash flow and
has meaningfully reduced debt leverage over the past two years.
As a result, the company's credit metrics have improved to more
favorable levels for the ratings.

The stable outlook on Pride reflects Standard & Poor's expectation
that recent financial profile improvement will allow the company
to perform to a level consistent with expectations for the current
ratings through the cycle.


PULL'R HOLDINGS: Hires Renner Otto as Special Trademark Counsel
---------------------------------------------------------------
Pull'R Holdings LLC and its debtor-affiliate, Maasdam Pow'r Pull,
Inc., obtained permission the U.S. Bankruptcy Court for the
Central District of California in Los Angeles to employ Renner,
Otto, Boisselle & Sklar, LLP, as their special trademark counsel.

The Debtors tell the Court that they were involved in a trademark
issue during which they filed a trademark application with the
U.S. Patent and Trademark Office for trademark protection.  The
Debtors' registered mark, Dead On Trademark, has been used in
manufacturing various types of goods.

On Jan. 17, 2006, the USPATO informed the Debtors that for certain
classes of goods, they have used the Dead On Trademark in a form
different than on their trademark application.  The USPATO
instructed the Debtors on how to remedy the trademark issue and
gave them a deadline of six months to either respond with the
requisite documentation or suffer abandonment.

The Debtors want Renner Otto's services to resolve the trademark
issue and any other related issues that may arise.

Renner Otto will receive an advance fee of $1,500.

Warren Sklar, Esq., a Renner Otto member, discloses that the firm
has a $122,618 prepetition claim for its services to the Debtor.

Mr. Sklar assures the Court that his firm does not hold any
interest to the Debtors' or their estates.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and
tools.  The Company is known for brands such as Bucket Boss, Dead
On Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669).  Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  Aram Ordubegian, Esq., and David R. Weinstein, Esq., at
Weinstein, Weiss & Ordubegian represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


RADNOR HOLDINGS: Taps Wilmer Cutler as Investigative Counsel
------------------------------------------------------------
Radnor Holdings Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Wilmer Cutler Pickering Hale and Dorr LLP as Special
Investigative Counsel of Radnor Holdings, acting through the
Special Committee of The Board of Directors of Radnor Holdings,
nunc pro tunc to, Aug. 25, 2006.

Wilmer Cutler will investigate and analyze the validity and
priority of the Prepetition Term Loan Lenders' claims and liens
against the Debtors and investigate, analyze and advise the
Special Committee of any facts or circumstances that would
otherwise warrant re-characterization or equitable subordination
of the Prepetition Term Loan Lenders' claims or liens.

As reported in the Troubled Company reporter on Sept. 6, 2006, the
Debtors are in the process of selling substantially all of
their assets and have secured a stalking horse bid from TR
Acquisition Company, Inc., an affiliate of Tennenbaum Capital
Partners, LLC, the prepetition term loan agent.

When the Debtors filed for bankruptcy, the principal amount of
their secured indebtedness was in excess of $201 million,
consisting of:

    * a prepetition term loan under which approximately
      $118.5 million is outstanding,

    * a prepetition revolving facility under which approximately
      $63.4 million is outstanding, and

    * additional secured debt of approximately $19.2 million
      outstanding under miscellaneous secured credit documents.

The Debtors also have unsecured bond indebtedness in the principal
amount of $135 million, an unsecured note in the principal amount
of $7 million in connection with the acquisition of the Debtors'
plastics manufacturing operations in 2003, and approximately
$47.2 million in unpaid ordinary course trade debt, including
certain accrued expenses.

Tennenbaum will be offering the face amount of its debt as a
substitute for some of the cash at the auction of the Debtors'
assets.  For this reason, the Debtors say Wilmer Cutler's
investigation of the facts and circumstances surrounding the
Prepetition Term Loan is critical to their efforts to restructure
their business through the sale of their assets.

The current hourly rates for Wilmer Cutler's professionals are:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners                      $425 - $805
       Junior Partners               $420 - $495
       Counsels                      $375 - $600
       Associates                    $240 - $445
       Attorneys/Specialists         $200 - $400
       Paraprofessionals              $65 - $250

The Debtors assure the Court that Wilmer Cutler does not hold any
interests adverse to the Debtors or their estates.  Section 327(e)
of the Bankruptcy Code does not require Wilmer Cutler to be a
"disinterested person" under Section 101(14).

Headquartered in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactures and distributes
a broad line of disposable food service products in the United
States, and specialty chemicals worldwide.  The Debtor and its
affiliates filed for chapter 11 protection on Aug. 21, 2006
(Bankr. D. Del. Case No. 06-10894).  Gregg M. Galardi, Esq., and
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher,
represent the Debtors.  Victoria Watson Counihan, Esq., at
Greenberg Traurig, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed total assets of $361,454,000 and
total debts of $325,300,000.


RCN CORP: Turns to Blackstone Group for Aid in Possible Sale
-------------------------------------------------------------
RCN Corporation has hired the Blackstone Group LP to help it
explore strategic alternatives for its business, Reuters Reports.

RCN is said to be eyeing a potential sale of its business, but the
Company and Blackstone have declined to comment about the
speculations.

RCN has continued to post losses almost two years after it emerged
from bankruptcy protection, Dana Cimilluca at Bloomberg News
writes.  The Company posted a $25,310,000 million net loss for
three months ended June 30, 2006, compared to a $31,347,000 net
loss for the same period in the prior year.  RCN ended the second
quarter with $203 million in outstanding debt and $98 million in
cash, cash equivalents, and short-term investments.

                           About RCN Corp

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is one of the largest facilities-based
competitive providers of cable, high-speed Internet and phone
services delivered over its own fiber-optic local network to
residential customers in the most densely populated markets in the
U.S.

The Company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D.N.Y. Case No. 04-13638) on May 27, 2004.
The Debtors' confirmed chapter 11 Plan took effect on Dec. 21,
2004.  The Plan converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.

Frederick D. Morris, Esq., and Jay M. Goffman, Esq., at Skadden
Arps Slate Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,486,782,000 in assets and
$1,820,323,000 in liabilities.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's Investors Service upgraded RCN Corporation's corporate
family rating to B1 and assigned a Ba3 rating to RCN's new senior
secured first lien credit facility.

At the same time, Moody's rated the new first lien bank facility
Ba3, one notch higher than the corporate family rating, because
lenders for the now smaller first lien will benefit from a greater
proportion of junior debt as a percent of total debt.  Pro forma
for the repayment and refinancing, Moody's anticipates a decline
in first lien debt of $250 million compared to a decline in junior
debt of only $40 million.  Moody's said the outlook is stable.


RIVERSTONE NETWORKS: Court Confirms Chapter 11 Liquidating Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on Tuesday Riverstone Networks, Inc., and its debtor-affiliates'
Revised Joint Plan of Reorganization and Liquidation.

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

As reported in the Troubled Company Reporter on Aug. 15, 2006, the
Debtors' assets will be transferred to a Liquidating Trust on the
effective date, pursuant to their joint plan.

The Debtors' Plan classifies these claims as unimpaired and
proposes to pay them in full:

   (a) administrative claims,

   (b) unclassified priority tax claims,

   (c) the secured claims of:

       -- Riverstone Networks, Inc.,
       -- The OASys Group, Inc.,
       -- Riverstone Networks SPC, Inc.,
       -- Pipal Systems, Inc.,
       -- Blue Coast, Inc.,

   (d) the priority claims of:

       -- Riverstone Networks, Inc.,
       -- The OASys Group, Inc.,
       -- Riverstone Networks SPC, Inc.,
       -- Pipal Systems, Inc.,
       -- Blue Coast, Inc.,

   (e) personal injury and other insured claims against Riverstone
       Networks, Inc.

Holders of general unsecured claims and indemnification claims
will be paid in full over time and their claims will earn a 5%
interest per annum until fully paid.

Each holder of the Debtors' bonds will be paid a pro-rata share of
the allowed aggregate bondholder claim.

Holders of equity interests will get nothing under the Plan.

Riverstone Networks completed the sale of its business to Lucent
Technologies for approximately $206.6 million in April.  Under the
terms of the Lucent Asset Purchase Agreement, Riverstone gave up
the rights to use the Riverstone Networks name and all other
marks.  Following the sale to Lucent, Riverstone Networks operated
as RNI Wind Down Corporation.

Based in Santa Clara, California, Riverstone Networks, Inc., nka
Wind Down Corporation -- http://www.riverstonenet.com/--  
provides carrier Ethernet infrastructure solutions for business
and residential communications services.  The company and four of
its affiliates filed for chapter 11 protection on Feb. 7, 2006
(Bankr. D. Del. Case Nos. 06-10110 through 06-10114).  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represents the Official Committee
of Unsecured Creditors.  The firm Brown Rudnick Berlack Israels
LLP serves as counsel to the Official Committee of Equity Security
Holders.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


ROTEC INDUSTRIES: Wants Until December 27 to Decide on Leases
-------------------------------------------------------------
Rotec Industries, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend until Dec. 27, 2006, its period to
assume, assume and assign, or reject unexpired nonresidential real
property leases.

The Debtor needs more time to properly analyze each real property
lease to determine how best to the benefit the Debtor's estate and
creditors.

Pending the Court's approval to allow the Debtor to decide on
leases, the Debtor will make all of its undisputed obligations
arising from and after the Debtor's bankruptcy filing, including
the payment of postpetition rent due.

The Debtor says that even if any real property lease will not be
assumed and assigned, the Debtors will not be forced at this stage
of its chapter 11 proceeding to either incur potentially
significant administrative claims or focus to locating alternative
facilities from which to continue its business operations.

The document papers did not disclosed the list of the Debtor's
leases.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  Adam G. Landis, Esq., and Megan Nancy Harper, Esq.,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


ROTEC INDUSTRIES: Wants Removal Period Stretched to November 27
---------------------------------------------------------------
Rotec Industries, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend until Nov. 27, 2006, the time
during which it can remove pending civil actions from State Court.

The Debtor has been focused on stabilizing its business operations
and engaging in negotiations with various creditors since it filed
for bankruptcy.  As a result, the Debtor was not able to fully
investigate all of the State Court actions to decide whether
removal is appropriate.

The extension will give the Debtor more time to consider removal
of any action and assure that the Debtor's decision is fully
informed and consistent with the best interests of the estate.

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  Adam G. Landis, Esq., and Megan Nancy Harper, Esq.,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SAMSONITE CORP: Moody's May Upgrade B3 Rating of 8.875% Notes
-------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of
Samsonite Corporation, under review for possible upgrade.

The review was triggered by the sustained improvement in the
company's operating performance and credit metrics, which has been
largely driven by:

   i) management's strategy to drive profitable growth through
      geographic expansion, new product development, and brand
      building;

  ii) ongoing cost reduction initiatives; and

iii) improved cash flow generation as a result of better
      efficiencies and working capital management.

The review for upgrade will focus on:

  -- the sustainability of Samsonite's success under the
     operating and financial plan;

  -- the impact of recent growth initiatives on overall earnings
     and cash flow stability; and

  -- management's future financial policy as it relates to debt
     reduction, acquisitions, and shareholder initiatives,
     including the completion of the potential $300 million
     common stock offering in exchange for its existing preferred
     shares.

These ratings were placed on review for possible upgrade:

                 * B1 corporate family rating
                 * B1 on the senior unsecured notes
                 * B3 on the 8.875% subordinated notes

Samsonite is a leading manufacturer, marketer and distributor of
luggage and travel-related products.  The Company's owned and
licensed brands, including Samsonite, American Tourister, Trunk &
Co, Sammies, Hedgren, Lacoste and Timberland, are sold globally
through external retailers and 284 company-owned stores.  Net
sales for the twelve-month period ended Apr. 30, 2006 were
$976 million.  Executive offices are located in London, England.


SANMINA SCI: Gets Waiver Consent from Majority of Notes Holders
---------------------------------------------------------------
Sanmina-SCI Corporation disclosed that majority of the holders of
its 6-3/4% Senior Subordinated Notes due 2013 and its 8.125%
Senior Subordinated Notes due 2016 had submitted letters of
consent and that the consent solicitation period has expired.

The Company was soliciting consents from the holders of the $400
million aggregate outstanding principal amount of its 6-3/4%
Senior Subordinated Notes due 2013 and the holders of the $600
million aggregate outstanding principal amount of its 8.125%
Senior Subordinated Notes due 2016.  In each case, the Company was
requesting a waiver, until Dec. 14, 2006, of any default or event
of default that may arise by virtue of the Company's failure to
file with the Securities and Exchange Commission and furnish to
the trustee and holders of notes, certain reports required to be
filed by the Company under the Securities Exchange Act of 1934, as
amended.

The waiver for each series of notes shall become effective
following the payment of the applicable consent fee to each
consenting holder of the series of notes.

Headquartered in San Jose, California, Sanmina-SCI Corporation
(Nasdaq: SANM) -- http://www.sanmina-sci.com-- is an electronics
contract manufacturing services companies providing a full
spectrum of integrated, value added solutions.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on San Jose, California-based Sanmina-SCI
Corp. on CreditWatch with negative implications following the
company's announcement that it will delay filing its June 2006
10-Q financial statements until an internal review of stock option
practices is complete.

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade following the
announcement by the Company updating the status of the on-going
investigation into its stock option administration practices and
confirming that Sanmina will not be able to file with the
Securities and Exchange Commission its 10-Q for the quarter ended
July 1, 2006 by the required deadline as result of the
investigation.

Ratings under review for downgrade include the Company's Ba2
Corporate Family rating (negative outlook); the B1 rating on
Sanmina's $400 million senior subordinated notes due 2013; B1
rating on SCI Systems Inc.'s $525 million 3% convertible
subordinated notes due 2007; B1 rating on $600 million senior
subordinated notes due 2016; and SGL-1 speculative grade liquidity
rating.


SATELITES MEXICANOS: Judge Drain Approves Tax Obligations Payments
------------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, authorized Satelites Mexicanos,
S.A. de C.V., in its sole discretion, to pay all Taxes and
Regulatory Fees in the ordinary course of business, including all
those Taxes and Regulatory Fees subsequently determined upon audit
to be owed for periods prior to the Debtor's filing for chapter 11
protection, to the proper Taxing or Regulatory Authorities.

The Court directs all applicable Banks to:

   (a) receive, process, honor, and pay any and all checks or
       electronic transfers drawn on the Debtor's accounts to pay
       the Taxes and Regulatory Fees, whether those checks were
       presented prior to or after the Petition Date, provided
       that sufficient funds are available in the applicable
       accounts to make the payments; and

   (b) rely on the Debtor's representations as to which checks or
       electronic transfers are permitted to be paid.

The Banks will have no liability to any party for relying on the
Debtor's directions.

Nothing in the Motion or Order will be construed as impairing the
Debtor's right to contest the validity or amount of any Taxes or
Regulatory Fees that may be due to any Taxing or Regulatory
Authorities, Judge Drain adds.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on Aug. 11, 2006 (Bankr.
S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at Milbank,
Tweed Hadley & McCloy LLP represents the Debtor in the U.S.
Bankruptcy proceedings.  Attorneys from Galicia y Robles, S.C.,
and Quijano Cortina Lopez y de la Torre give legal advice in the
Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC and
Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Gets Court Final Nod to Use Cash Collateral
----------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, granted Satelites Mexicanos,
S.A. de C.V., final authority to use the Cash Collateral of
Citibank, N.A., as trustee for the Senior Secured Noteholders, to
operate its business in the ordinary course, which includes paying
its actual, necessary, ordinary course operating expenses pursuant
to Section 363(c)(2) of the Bankruptcy Code.

The Debtor is authorized to provide postpetition, replacement and
additional security interests and liens to Citibank for and solely
to the extent of, any diminution in the value of the Prepetition
Collateral.  Citibank's Postpetition Collateral, however, will not
include any avoidance actions, with the exception of actions
brought pursuant to Section 549 of the Bankruptcy Code to recover
any postpetition transfer of the Postpetition Collateral or
proceeds of the Section 549 actions.

Except to the extent of the $2,000,000 Carve-Out, Judge Drain
rules that no expenses of administration of the Chapter 11 case or
any future proceeding, including liquidation in bankruptcy or
other proceedings under the Bankruptcy Code, will be charged
against or recovered from Citigroup's Collateral without its prior
written consent.

A full-text copy of the Final Cash Collateral Order is available
at no charge at http://ResearchArchives.com/t/s?11a9

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SEAGATE TECH: Intends to Launch $1.25 Billion Debt Offer
--------------------------------------------------------
Seagate Technology disclosed Tuesday that it intends to offer,
subject to market and other conditions, three series of debt
securities for an aggregate principal amount of $1.25 billion.
Seagate expects the $1.25 billion senior unsecured notes will be
comprised of three-year floating rate notes, and five- and ten-
year fixed rate notes.  The notes are expected to be issued by
Seagate Technology HDD Holdings, a direct wholly owned subsidiary
of Seagate Technology, and guaranteed by Seagate Technology on a
full and unconditional basis.

Seagate intends to use the net proceeds from the offering to
redeem the $400 million principal amount of its 8% Senior Notes
due 2009, to fund a portion of its previously announced
$2.5 billion stock repurchase program and for general corporate
purposes.

Morgan Stanley, JPMorgan and Goldman, Sachs & Co. are acting as
joint book-running managers of the offering.

Seagate also announced that it intends to enter into an amended
and restated unsecured revolving credit facility providing for
borrowings of up to $500 million with a five-year maturity.

                          About Seagate

Headquartered in Scotts Valley, California, Seagate Technology
(NYSE: STX) -- http://www.seagate.com/-- is the worldwide leader
in the design, manufacturing and marketing of hard disc drives,
providing products for a wide-range of Enterprise, Desktop, Mobile
Computing, and Consumer Electronics applications.  Seagate's
business model leverages technology leadership and world-class
manufacturing to deliver industry-leading innovation and quality
to its global customers, and to be the low cost producer in all
markets in which it participates.  The company is committed to
providing award-winning products, customer support and reliability
to meet the world's growing demand for information storage.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2006,
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
of Seagate Technology HDD Holdings.

At the same time, Moody's assigned new ratings to a proposed new
debt issuance of $1.25 billion to finance Seagate's recently
announced $2.5 billion stock buyback program, as well as refinance
Seagate's existing $400 million 2009 notes.  Ratings assigned
include a Ba1 rating on Floating rate notes due 2009, Ba1 rating
on Senior notes due 2011 and 2016.


SHERIDAN HEALTHCARE: S&P Rates $135 Million 2nd-Lien Loan at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on privately held physician staffing and practice
management company Sheridan Healthcare Inc. to 'B' from 'B+'.

The rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Sheridan's $323 million senior secured first-lien
credit facilities (consisting of a $50 million revolving credit
maturing in 2009, and a $233 million term loan B and $40 million
delayed draw facility maturing in 2011) and $135 million senior
secured second-lien term loan.

The first-lien facilities were rated 'B+' (one notch higher than
the 'B' corporate credit rating) with a recovery rating of '1',
indicating a high expectation for full recovery of principal in
the event of a payment default.  The second-lien loan was rated
'CCC+' (two notches lower than the corporate credit rating) with a
recovery rating of '5', indicating the expectation for negligible
(0%-25%) recovery of principal in the event of a payment default.

Sheridan plans to use the proceeds from the bank debt, in
addition to $4.5 million of cash, to:

   * purchase two physician practice groups for a total of
     $84 million;

   * pay a dividend of $146 million;

   * refinance $175 million of existing debt; and

   * pay $7.5 million in related transaction costs.

"The rating downgrade is due to the increase in debt from the
aforementioned transactions," explained Standard & Poor's credit
analyst Jesse Juliano.

"The 'B' rating reflects Sheridan's narrow operating focus and
the concentration of its payors and regions of operation.  It also
reflects the company's exposure to malpractice risk, the threat
of increased competition, and Sheridan's high debt burden.  These
concerns are partially offset by the company's leading niche
positions in anesthesia and neonatology staffing, which have
contributed to its consistent organic growth."

Sunrise, Florida-based Sheridan provides physician staffing and
physician practice management services to hospitals and office-
based medical practices, focusing on the anesthesia and
neonatology markets, which represent about three-quarters of
its revenues.  Sheridan holds the No. 1 and No. 2 positions in
anesthesia and neonatology staffing, respectively, and provides
services to multiple facilities and contracts.


SHUMATE IND: Appoints Kenton Chickering to Board of Directors
-------------------------------------------------------------
Shumate Industries reported the appointment of Kenton Chickering
III, former President of Daniel Valve Company, to its Board of
Directors.

"The opportunity to join the Shumate team is very exciting for me,
and I look forward to advising the Company on the continued
advancement of the new Hemiwedge(R) Valve technology" Ken
Chickering commented.  "After many years in the valve industry,
I believe the Hemiwedge(R) Valve is the first breakthrough
technology to come to market in a long time.  I recognize the
opportunity that Hemiwedge(R) has and believe it could have a
significant long-term impact in the market.  I plan to utilize my
relationships and experience to help make Hemiwedge(R) Valve and
Shumate a success."

Headquartered in Conroe, Texas, Shumate Industries Inc.
(OTCBB:SHMT) -- http://www.shumateinc.com/-- formerly known as
Excalibur Industries, serves the energy field services market
through its Shumate Machine Works operating subsidiary.  With its
roots going back more than 25 years, Shumate is a contract
machining and manufacturing company utilizing state-of-the-art 3-D
modeling software, computer numeric controlled machinery and
manufacturing expertise to perform close tolerance and precision
machining for energy field service applications.

At June 30, 2006, the company's balance sheet showed $ 3,666,316
in total stockholders' equity deficit compared to a $ 6,277,008
deficit at Dec. 31, 2005.


STOLLE MACHINERY: S&P Rates $60 Million 2nd-Lien Facility at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Centennial, Colorado-based Stolle Machinery
Company LLC.

At the same time, Standard & Poor's assigned its 'BB-' ratings
and recovery ratings of '1' to the company's proposed $115 million
six-year, senior first-lien term loan facility and $25 million
five-year first-lien revolving credit facility, indicating an
expectation of full recovery of principal (100%) in the event of
a payment default.

Also, the company's $60 million seven-year, second-lien facility
was rated 'B' with a recovery rating of '3' indicating an
expectation of meaningful recovery of principal (50-80%).

The outlook is stable.

Littlejohn & Co. LLC and management are acquiring the company in
a leveraged buyout.  Total balance sheet debt at the close of the
proposed transaction will be approximately $175 million.

"The ratings reflect Stolle's highly leveraged financial profile
and weak business profile given the limited size and scope of its
operations which is somewhat offset by the company's strong market
position," said Standard & Poor's credit analyst Dan Picciotto.

Stolle is the market leader in manufacturing can-making equipment,
primarily supplying the beverage industry, with more than $200
million in annual sales.  Following the acquisition in late 2004
of Sequa Can, the company boasts significant share of the
installed base of can-making equipment in which it competes.

While the can consumption end-market is non-cyclical, North
American demand (where half of the approximately 230 billion
beverage cans produced annually are consumed) is expected to be
relatively flat.  Still, longer-term trends are good as usage of
beverage cans is expected to grow in emerging markets such as Asia
over time.  Demand is further supported by the low cost and
environmentally friendly nature of cans relative to alternatives.

However, there are only around 700 can-making lines (food and
beverage) in the world.  Thus, equipment replacement and the
addition of new lines may be lumpy as can-maker capital
expenditures have the potential to exhibit variability.


STOLLE MACHINERY: Moody's Junks Rating on $60 Million Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time rating to
Stolle Machinery Company, LLC's  $140 million first priority
senior secured credit facilities, a Caa1 rating to the company's
$60 million senior second-lien secured term loan and a B2
corporate family rating.

The ratings for the facilities reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B3 and a loss given default of LGD 2 for the first lien
secured facility and LGD 4 for the second lien term loan.  The
rating outlook is stable.  The ratings remain subject to review of
the final financing documentation.

Stolle is being acquired by Littlejohn & Co. LLC.  The purchase
will be financed with approximately $175 million of funded debt as
well as an equity contribution from Littlejohn and management.

Stolle's B2 CFR rating reflects the speculative characteristics of
the credit and is constrained by:

   (1) high pro forma debt leverage at closing;

   (2) modest free cash flow generation;

   (3) customer concentration risks; and

   (4) the potential challenges posed by variability in
       customers' capacity expansion spending.

The primary factors supporting the B2 CFR are:

   -- Stolle's strong and defensible leading global market
      position as well as its large installed base in its core
      beverage can-and-end making equipment market;

   -- the predictability of its recurring spare parts/service and
      recapitalization revenue streams that combined represent
      approximately 68% of LTM June 2006 revenues; and

   -- the near term visibility afforded by the Company's backlog
      and customers' announced can line expansions.

The Ba3 rating of the first lien senior secured credit facilities
reflects an LGD 2 loss given default assessment as this facility
is secured by a pledge of substantially all of the company's
assets and benefits from the support of the junior debt and of the
contributed equity.  The Caa1 rating of the second-lien secured
term loan reflects an LGD 4 loss given default assessment that
reflects its contractual subordination to all of Stolle's first
lien secured creditors.

These ratings and assessments were assigned:

     * Corporate family rating B2;

     * Probability-of-default rating B3;

     * $115 million first priority senior secured term loan
       due 2012 at Ba3 (LGD 2, 20%);

     * $25 million first priority senior secured revolver
       due 2011 at Ba3 (LGD 2, 20%); and

     * $60 million senior second lien secured term loan due
       2013 at Caa1 (LGD 4, 69%).

Stolle, headquartered in Centennial, Colorado, is the leading
provider of capital equipment, tooling, spare parts and services
to the beverage and food can industries. Revenues for the twelve
month period ended June 30, 2006 were in excess of $200 million.


STONEBRIDGE INDUS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Stonebridge Industries, Inc.
             42400 Merrill
             Sterling Heights, Michigan 48314

Bankruptcy Case No.: 06-52743

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Mayco Plastics, Inc.                       06-52727

Type of Business: Stonebridge is an investment firm that acquires
                  companies and helps them grow their business in
                  order to increase shareholder value.

                  Stonebridge is the majority shareholder and
                  parent of Mayco Plastics.

                  Mayco Plastics is an automotive supplier of
                  injection molded plastics.  See
                  http://www.mayco-mi.com/

Chapter 11 Petition Date: September 12, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtors' Counsel: Jeffrey S. Grasl, Esq.
                  Stephen M. Gross, Esq.
                  McDonald Hopkins Co., LPA
                  30150 Telegraph Road, Suite 225
                  Bingham Farms, Michigan 48025
                  Tel: (248) 646-5070

                               Estimated Assets   Estimated Debts
                               ----------------   ---------------
Stonebridge Industries, Inc.   $50 Million to     $50 Million to
                               $100 Million       $100 Million

Mayco Plastics, Inc.           $50 Million to     $50 Million to
                               $100 Million       $100 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sundance Products, Inc.       Raw Material - Resin    $1,069,981
1425 Candler Road
Gainsville, GA 30507

DTE Energy                    Utility                   $437,011
2000 2nd Avenue
Detroit, MI 48226

Ashland Distribution Co.      Raw Material - Resin      $390,784
5200 Blazer Parkway
Dublia, OH 43017

Createc Corporation           Raw Material - Foam       $360,040
1619 North Meridian
Portland, IN 47371

JFJ Mold Processors           Subcontracted             $284,844
3145 North Talbot Road        Manufacturing
Oldcastle, ON N0R-1L0

Dupont Company                Raw Material - Resin      $266,929
Barley Mill Plaza
Building 22
P.O. Box 80022
Wilmington, DE 19880-0022

Internal Revenue Service      Federal Income Tax        $239,671

National City Leasing Corp.   Lease                     $198,357

High Caliber Services         Value added services      $163,949

Createc Corp (Tooling)        Tooling                   $146,600

Michigan Dept. of Treasury    MI Single Business        $136,000
                              Tax

Fedex Custom Critical         Shipping                  $119,535

Parkway Plastics, Inc.        Subcontracted              $94,494
                              Manufacturing

Spring Engineering & Mfg      Components                 $89,659

Canuck Compounders, Inc.      Raw Material - Resin       $85,843

Royal Container Inc.          Packaging                  $81,903

Metro Technologies            Tooling                    $79,325

Atco Industries               Subcontracted Labor        $77,001

Manter Technologies Corp      Components                 $76,331

L. Lewallen Company Inc.      Raw Material - Resin       $75,955


T.A.T. PROPERTY: Court Okays Second Amended Disclosure Statement
----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan approved the Second
Amended Disclosure Statement explaining T.A.T. Property's Third
Amended Plan of Reorganization.

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

                        Treatment of Claims

Administrative Claims, Class 1 Priority Tax Claims, Class 2
Priority Claims, and Class 3 Secured Claim of LaSalle Bank will be
paid in full under the Plan.

Holders of Class 4A Non-Insider Unsecured Claims will be paid 100%
of the Reorganized Debtor's net positive cash flows in quarterly
installments plus 7% interest per annum until fully paid.  The
first payment will be made in the first fiscal quarter succeeding
the full payment of Administrative Claim Holders.

Holders of Class 4B Insider Unsecured Claims will be paid 100% of
the Reorganized Debtor's net positive cash flows in quarterly
installments.  The first payment will be due after all
Administrative Claimants and Class 4A Claimants are paid in full.

Michael Zenobio, Jr., the principal beneficiary and grantor with
respect to the Debtor, will receive 100% of his allowed claim
after payment in full of all general unsecured claims and all
indebtedness secured by the LaSalle mortgage.

Equity holders will retain their interest.

                           Plan Funding

The Debtor will transfer ownership of its property to the
Reorganized Debtor free and clear of all indebtedness.  The Debtor
and the Funders on or before the effective date will form the
Reorganized Debtor.

The Funders are Peskin Holdings LLC and Capital LLC.  Peskin will
own a 20% membership interest, and Capital LLC will own a 40%
membership interest, in the Reorganized Debtor.  The Reorganized
Debtor owns the remaining 40%.

The Reorganized Debtor will obtain a $9 million new mortgage loan
from a lender.  The proceeds from the new loan will be used first
to satisfy the LaSalle Mortgage.

It will also enter a mortgage warehouse lease with Vertical Lend,
Inc., aka Mortgage Warehouse as tenant.

The Plan will be funded from:

    (i) the New Mortgage Loan,

   (ii) the New Funding from the Funders,

  (iii) current and future rents from the Property,

   (iv) any monies remaining in the Receiver's accounts after
        costs and expenses of the Receivership are paid, and

    (v) monies from collection of Debtor's existing accounts
        receivable.

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

   http://www.researcharchives.com/bin/download?id=060914214255

Headquartered in New York, New York, T.A.T. Property filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-47223).  Barton Nachamie, Esq., at Todtman, Nachamie, Spizz &
Johns, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$13,531,595 in assets and $13,522,435 in debts.


T.A.T. PROPERTY: Plan Confirmation Hearing Scheduled on Sept. 28
----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan set 10:00 a.m. on
Sept. 28, 2006, consider confirmation of T.A.T. Property's Third
Amended Plan of Reorganization.

Headquartered in New York, New York, T.A.T. Property filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-47223).  Barton Nachamie, Esq., at Todtman, Nachamie, Spizz &
Johns, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$13,531,595 in assets and $13,522,435 in debts.


TATER TIME: Wants Gregory Lockwood as Bankruptcy Counsel
--------------------------------------------------------
Tater Time Potato Company, LLC, and its debtor-affiliates ask the
Honorable John A. Rossmeissl of the U.S. Bankruptcy Court for the
Eastern District of Washington in Spokane and Yakima for authority
to employ J. Gregory Lockwood, Esq., and his firm, The Law Office
of J. Gregory Lockwood, PLLC, as their bankruptcy counsel.

The Debtors want to employ Mr. Lockwood because their current
bankruptcy counsel retired from practicing law effective Sept. 1,
2006.

Mr. Lockwood will represent the Debtors in their chapter 11 cases.

Mr. Lockwood discloses that he will bill $225 per hour.  Other
professionals in his Firm bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Paralegal                            $90
      Legal Secretary                      $50

Mr. Lockwood assures the Court that he and and his firm represent
no interest adverse to the Debtors and are disinterested as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represented the Debtors.  No Official
Committee of Unsecured Creditors has been appointed in these
cases.  When the Debtors filed for protection from their
creditors, it reported total assets of $11,312,000 and total debts
of $7,639,184.


TATER TIME: Court Approves Third Amended Disclosure Statement
-------------------------------------------------------------
The Honorable John A. Rossmeissl of the U.S. Bankruptcy Court for
the Eastern District of Washington in Spokane and Yakima approved
the Third Amended Disclosure Statement explaining Tater Time
Potato Company, LLC, and its debtor-affiliates' plan of
reorganization.

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

As reported in the Troubled Company Reporter on Aug. 10, 2006, the
Debtors propose to pay, in full plus interest, the claims of:

   a) Grant County, State of Washington; and

   b) Internal Revenue Service, Department of Labor & Industries,
      and Employment Security Department.

The claims of MONY Life Insurance Company or Mutual Life Insurance
Company of New York and Washington Mutual Savings Bank
will be paid in full, with interest from the sale of Cissne Family
LLC's 1290-Acre farm.

If Washington Bank is not paid as stated, its claim will be
allowed in the amount of $4,418,585.  Additionally, should
Washington Bank not be paid in full by Feb. 28, 2007, the
automatic stay will be lifted to permit Washington Bank to
exercise its rights granted by state law against its collateral.

The Class 9 Claim of Banner Bank will also be paid from the sale
of the 1290-Acre farm.

The claims of Fin-Ag, Inc. and Cenex Harvest States, Inc. or CHS
Inc. will be paid in full, as follows:

   -- the allowed amount will be reduced by the amount, if any,
      of any award to the Debtors by the liquidation of the
      Debtors' claims against Cenex, CHS or Fin-Ag for damages
      proximately caused as a result of actions of or inactions
      by Cenex, including, but not limited to, negligent chemical
      application, Consumer Protection Act violations, and breach
      of warranty; and

   -- the balance, if any, of the allowed claims will be paid by
      Riley and Lora Cissne as shareholders and as proposed
      disbursing agents upon confirmation of the Debtors' Plan.

The Class 8 Claims of Jeffers, Danielson, et. al. will be paid in
full, pursuant to an order approving employment of attorneys on a
contingency fee basis entered by Court on Sept. 11, 2005.

The Order approved the fee agreement between the Debtors and
holders of Class 7 claims dated Feb. 3, 2005, authorizing and
employing Class 8 Claim holders to represent the Debtors and
others in pursuing the Debtors' claim against Cenex, CHS or
Fin-Ag.

To the extent the Class 8 Claim is not paid in full from
liquidating the claims against Fin-Ag, Cenex or CHS, the balance
due Class 11 claims will be paid in full as an allowed
administrative claim.

Holders of Class 10 Unsecured Claims will receive payment in full
plus interest at 6% per annum.

Holders of equity interests in the Debtors will receive nothing
under the Amended Plan other than approved salaries or wages,
until all allowed claims are paid in full.

A full-text copy of the Debtors' third amended disclosure
statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060809224426

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represents the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, it reported total assets of
$11,312,000 and total debts of $7,639,184.


TATER TIME: Plan Confirmation Hearing Scheduled on October 26
-------------------------------------------------------------
The Honorable John A. Rossmeissl of the U.S. Bankruptcy Court for
the Eastern District of Washington in Spokane and Yakima set 1:30
p.m. on Oct. 26, 2006 to consider confirmation of Tater Time
Potato Company, LLC, and its debtor-affiliates' plan of
reorganization.

Plan confirmation objections, if any, must be submitted by
Oct. 10, 2006.

All ballots must be submitted not later than Sept. 25, 2006.

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represents the Debtors in their
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, it reported total assets of
$11,312,000 and total debts of $7,639,184.


TIME WARNER: S&P Rates $700 Million Bank Financings at B
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
and '3' recovery ratings to $700 million in bank financings of
Time Warner Telecom Holdings Inc. (B/Negative/--), indicating
expectations for meaningful (50%-80%) recovery of principal in
the event of a payment default or bankruptcy.

The facilities consist of a $600 million term loan B and a $100
million revolving credit facility.  Proceeds from the bank loan
will be used to repay borrowings under the existing bank loan,
fund repayment of other debt, and fund the acquisition of Xspedius
Communications LLC.

The bank loan rating is based on preliminary information, subject
to receipt of final bank loan documents.  Pro forma total debt is
expected to be about $1.4 billion as of June 30, 2006.

Time Warner Telecom Holdings is a funding conduit for Denver-based
competitive local exchange carrier Time Warner Telecom Inc.
(B/Negative/B-2).

"Despite the substantial loss in business in our simulated default
scenario, we assume that the company could still be reorganized as
a going concern because of the existence of long-term contracts
for a material part of its customer base.," said Standard & Poor's
credit analyst Catherine Cosentino.

The rating on the bank loan assumes that the acquisition of
Xspedius Communications LLC is completed and that Time Warner
Telecom receives all necessary regulatory approvals in order to
obtain guarantees from substantially all of its operating
subsidiaries, including those related to Xspedius.  If these do
not occur on a timely basis, Standard & Poor's will reevaluate the
bank loan and recovery ratings.

Ratings List:

  Time Warner Telecom Holdings Inc.:

    * Corporate Credit Rating: B/Negative/--

New Rating:

Time Warner Telecom Holdings Inc. Senior Secured:

    * Local Currency: B
    * Recovery Rating: 3


TRIBUNE CO: Selling WLVI-TV to Sunbeam Television for $113 Million
------------------------------------------------------------------
Tribune Company disclosed the sale of WLVI-TV (channel 56),
Boston, to Sunbeam Television Corp. for $113.7 million.  The
transaction is contingent upon approval by Tribune's board of
directors and would close upon regulatory approval.

"This sale reflects our continued focus on surfacing value for
Tribune shareholders," said Dennis FitzSimons, Tribune chairman
and chief executive officer.

The sale of WLVI is part of Tribune's performance improvement plan
announced May 30.  The plan includes at least $500 million in
asset sales and approximately $420 million have been identified so
far.  On Aug. 7, Tribune completed the sale of WATL-TV in Atlanta
for $180 million in cash.  In July, Tribune sold 2.8 million
shares of Time Warner common stock for net proceeds of
approximately $46 million.  In June, the company announced the
sale of WCWN-TV in Albany for $17 million.  Bids are now being
reviewed for the San Fernando property where a Los Angeles Times
printing facility was closed earlier this year.

Tribune acquired WLVI in 1994 from Gannett Co., Inc., for
approximately $25 million.  The station will be Sunbeam's second
in the Boston market, where it currently owns and operates WHDH-
TV, the local NBC affiliate.

"As an affiliate of the new CW Network, WLVI has a great future,"
said John Reardon, Tribune Broadcasting president.  "With the
first and longest running prime-time news serving Boston viewers,
the station's excellence has been widely recognized locally and
throughout the New England broadcasting community.  Vinnie Manzi
and the entire team at WLVI have built a strong station, and we
appreciate their accomplishments and dedication."

                            About Tribune

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating
businesses in publishing and broadcasting.  In publishing, Tribune
operates 11 leading daily newspapers including the Los Angeles
Times, Chicago Tribune and Newsday, plus a wide range of targeted
publications.  The company's broadcasting group operates 26
television stations, Superstation WGN on national cable, Chicago's
WGN-AM and the Chicago Cubs baseball team.

                           *    *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Moody's Investors Service downgraded Tribune Company's senior
unsecured debt rating to Ba1 from Baa3 and downgraded its short-
term commercial paper rating to Not Prime from Prime-3 concluding
the review for downgrade initiated on May 30, 2006.  Moody's
assigned a Ba1 Corporate Family Rating to The Tribune Company.
Moody's said the outlook is stable.


TURNER-DUNN: Hires Stinson Morrison as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave Turner-
Dunn Home, Inc. and its debtor-affiliates permission to employ
Stinson Morrison Hecker, LLP, as their bankruptcy counsel, nunc
pro tunc to Aug. 14, 2006.

Stinson Morrison is expected to;

     a) analyze the Debtors' financial situations, and render
        advice to the Debtors in determining courses of action
        necessary for an effective reorganization;

     b) prepare and file pleadings and documents which may be
        required;

     c) represent the Debtors as the meetings and hearings;

     d) represent the Debtors in any and all adversary and
        contested matters, and other court proceedings;

     e) negotiate on behalf of the Debtors with other parties-in-
        interest;

     f) investigate of the acts, conducts, assets, liabilities,
        and financial condition of the Debtors, the operation of
        the Debtors' related entities and business interest, and
        any matter relevant to the Debtors' case;

     g) participate in the Debtors' chapter 11 including, without
        limitation, the formulation of a chapter 11 plan of
        reorganization and confirmation of that plan;

     h) prepare request for appoint of a trustee or examiner
        pursuant to 11 U.S.C. Section 1104;

     i) prepare, file and contest a motion to convert the case to
        chapter 7 for a material default in the confirmed chapter
        11 plan;

     j) perform any and all other services as are in the interest
        of the Debtors relevant to the Debtors' chapter 11 case;
        and

     k) represent appropriate and necessary for the benefit of
        the Debtors.

The firm discloses its hourly rates for attorneys range between
$190 to $415 while paralegals and other legal assistants range
between $95 to $150.

To the Best of the Debtor's knowledge, the firm does not hold any
interest adverse and is a "disinterest person" as that term define
in Section 101(14) of the Bankruptcy Code.

The Debtors' counsel can be reached at:

     Alan A. Meda, Esq.
     Stinson Morrison Hecker, LLP
     1850 North Central Avenue, Suite 2100
     Phoenix, Arizona 85004
     Tel: (602) 279-1600
     Fax: (602) 240-6925
     http://www.stinsonmoheck.com/

Headquartered in Casa Grande, Arizona, Turner-Dunn Homes, Inc.
develops housing units.  The Debtor and four of its affiliates
file for chapter 11 protection on Aug. 14, 2006 (Bankr. D. Az.
Case No. 06-00961).  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $1 million and
$50 million.


UNISOURCE ENERGY: Moody's Upgrades Credit Facility Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of Tucson
Electric Power Company by one notch, including its senior secured
debt to Baa2 from Baa3.  Moody's also upgraded the rating of
parent UniSource Energy Corporation to Ba1 from Ba2 (secured
credit facility, collateralized by the stock of certain
subsidiaries).

The rating actions conclude the review for upgrade that was
initiated on Aug. 9, 2006.  The Corporate Family Rating and
Speculative Grade Liquidity rating for UniSource have been
withdrawn.  The rating outlook is stable for both TEP and
UniSource.

The upgrade reflects improved financial performance by both
UniSource and TEP, and Moody's expectation that this will be
sustainable over the next several years.  The improvements in
financial performance result from deleveraging and refinancing
activity that has reduced interest expense, and from revenue
growth that is underpinned by a customer growth rate that is well
above average.

While TEP and UniSource face considerable uncertainty as to the
manner in which rates will be set beyond 2008, the upgrade
considers the regionally competitive cost profile of TEP's
predominately coal-fired generating assets as a factor that should
be favorable in the resolution of pending regulatory issues.

Over the past year, UniSource has made gradual progress in
reducing debt and refinancing at lower interest rates. UniSource's
leverage remains high, with an adjusted debt to capital ratio of
about 73%.  However, we expect modest additional improvement in
balance sheet leverage in the near-to-medium term, and cash flow
coverage ratios have improved to a level that is consistent with a
Baa rating for an electric utility company that is in the global
medium business risk category.

For the next several years we expect that the ratio of
consolidated funds from operations to debt will exceed 15%,
assuming generally normal operating performance and continued
success in management of costs.

TEP is operating under a rate freeze through 2008, and there is
considerable uncertainty as to the manner in which rates will be
established after 2008.  The Arizona Corporation Commission has
scheduled proceedings to review matters relating to the method for
establishing rates for TEP beyond 2008.

Given the company's relatively low-cost generation base, and past
testimony of the ACC staff indicating that TEP has experienced a
revenue deficiency, Moody's believes that a constructive
settlement will ultimately be reached.  UniSource's smaller
regulated subsidiaries, UNS Gas, Inc. and UNS Electric, Inc. are
growing rapidly and are seeking increases in base rates beginning
in late 2007.

The rating outlook is stable, reflecting TEP's regionally low cost
generating base and the predominantly regulated nature of
UniSource's other operations.

Headquartered in Tucson, Arizona, UniSource Energy Corporation is
a holding company that provides electricity and natural gas to
approximately 593,000 customers across Arizona through its primary
subsidiaries: Tucson Electric Power Company, a vertically
integrated electric utility, and UniSource Energy Services.  The
principal subsidiaries of UES are UNS Gas, Inc. and UNS Electric,
Inc.


VIEW SYSTEMS: Files 2006 Second Quarter Financial Statements
------------------------------------------------------------
View Systems, Inc., filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission.

For the second quarter ended June 30, 2006, the Company reported a
$317,060 net loss on $222,403 of net revenues compared with
$157,812 net loss on $195,914 of net revenues for the same period
in 2005.

At June 30, 2006, the Company's balance sheet showed $2,140,496 in
total assets, $1,160,007 in total current liabilities, and
$980,489 in total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?11a8

                        Going Concern Doubt

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, raised
substantial doubt about View Systems, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses from operation and debt
obligations in default.

                        About View Systems

View Systems, Inc., develops and markets computer software for
security surveillance applications.


WESCO AIRCRAFT: Moody's Junks Rating on $165 Million Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first time rating to
Wesco Aircraft Hardware, Corp.'s $510 million first lien credit
facility consisting of a $435 million term loan due 2013 and a
$75 million revolver due 2012, a Caa1 rating to the company's
$165 million second lien term loan due 2014, and a B2 Corporate
Family Rating.

The ratings for the two facilities reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B3, and a loss given default of LGD 2 for the first lien
secured facility and LGD 5 to the second lien facility.  The
rating outlook is stable.

The purpose of the proposed credit facilities is to partially fund
the acquisition of the company by Falcon Aerospace Holdings LLC,
an affiliate of The Carlyle Group.  Management will own a
significant portion of equity upon close.

Wesco's B2 Corporate Family Rating reflects the company high debt
levels and leverage that will ensue from the acquisition, its
relatively small revenue base, as well as the company's reliance
on OEM production levels supporting its business.  The ratings
also positively consider Wesco's strong operating and gross
margins and adequate cash flow generation at those margins, the
company's lead position in the aerospace hardware distribution
segment, and its long operating history in this segment prior to
the Falcon acquisition.

The stable ratings outlook reflects Moody's expectations that the
company will be able to maintain gross margins adequate to
generate moderate levels of free cash flows to cover all but
extraordinary working capital or CAPEX requirements over the next
12 months, possibly resulting in modest levels of debt repayment.

Ratings or their outlook could be subject to downward revision if
gross margins were to decline for a sustained period, or if debt
were increased for any reason, such that leverage were to exceed
6.5 times, if EBIT coverage of interest were to fall below 1.3
times, or if compliance with financial covenants currently
prescribed by the proposed credit facilities were to become
doubtful.

Conversely, the ratings or their outlook could be positively
adjusted if Wesco were to undertake accelerated debt repayment
while experiencing a period of strong cash flow generation,
possibly resulting in Debt/EBITDA of below 5.2 times or
EBIT/Interest of greater than 1.7 times.

The Ba3 rating of the first lien senior secured credit facilities
reflects an LGD 2 loss given default assessment as this facility
is secured by a pledge of all of the company's assets, while there
is a significant amount of junior debt ($165 million, or 24% of
total debt commitments) behind these facilities in priority.

The Caa1 rating of the second lien facilities reflects an LGD 5
loss given default assessment given that it is effectively
subordinated to Wesco's first lien senior creditors. Both the
first and second lien facilities are guaranteed by parent Wesco
Holdings, Inc. and by all of Wesco's subsidiaries.

Wesco Aircraft Hardware Corp., headquartered in Valencia, CA, is a
wholly owned subsidiary of Wesco Holdings Inc.  Wesco is a leading
provider of integrated Just-in-Time inventory management services
and distributor of aerospace components to the global aerospace
industry.


WILLIAM LYON: Subsidiary Solicits Consent for Three Senior Notes
----------------------------------------------------------------
William Lyon Homes' subsidiary, William Lyon Homes, Inc.,
commenced a consent solicitation relating to its three series of
senior notes.

The three series of senior notes are William Lyon Homes, Inc.'s:

   -- 10-3/4% Senior Notes due April 1, 2013;
   -- 7-5/8% Senior Notes due 2012; and
   -- 7-1/2% Senior Notes due Feb. 15, 2014.

The Company disclosed that it has terminated the registration of
its common stock and William Lyon Homes, Inc., has de-listed its
10-3/4% Senior Notes and its 7-1/2% Senior Notes from the New York
Stock Exchange and is seeking the termination of registration of
all senior notes under the Securities Exchange Act of 1934.

William Lyon Homes, Inc., seeks the consents of the holders of its
senior notes to amend the reporting requirements of the indentures
governing the senior notes that require filing quarterly, annual
and current reports with the Securities and Exchange Commission.

The Company also disclosed that it is considering a Subchapter S
election to facilitate tax planning and William Lyon Homes, Inc.,
is also seeking the consents of the holders of its senior notes to
amend the restricted payments covenant to permit distribution to
the Company's shareholders of amounts corresponding to their tax
liabilities arising from ownership of the Company's common stock.

The consent solicitation is conditioned on the receipt of consents
from holders of record of at least a majority in aggregate
principal amount of each of the three series of outstanding notes
and will expire at 5:00 p.m., New York City time, Sept. 22, 2006.

William Lyon Homes, Inc., will pay a consent fee of $2.50 per
$1,000 principal amount of the senior notes to the holders of
record that timely consent to the proposed amendments at or prior
to the Expiration Date.

The Solicitation Agent in the consent solicitation is UBS
Securities LLC.  Questions regarding the consent solicitation may
be directed to UBS Securities LLC, Attention: Liability Management
Group at (888) 722- 9555, Extension 4210 (toll free) or (203) 719-
4210 (collect).

Global Bondholder Services Corporation serves as Information and
Tabulation Agent in the consent solicitation.  Requests for
assistance in delivering consents or for additional copies of the
consent solicitation statement should be directed to the
Information and Tabulation Agent at (866) 470-3900 (toll free) or
(212) 430-3774 (collect).

Headquartered in Newport Beach, California, William Lyon Homes
-- http://www.lyonhomes.com/-- is one of the oldest and largest
homebuilders in the Southwest with development communities in
California, Arizona and Nevada.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B' senior unsecured debt ratings on William Lyon Homes
and removed them from CreditWatch, where they were placed with
developing implications March 20, 2006.  The outlook is stable.


WINDSOR QUALITY: S&P Affirms B+ Rating & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Houston, Texas-based Windsor Quality Food Company Ltd. to stable
from negative.  Existing ratings on the company, including the
'B+' corporate credit rating, were affirmed.  About $215 million
total debt was outstanding at June 30, 2006.

"The outlook revision reflects continued improvement in credit
measures as a result of stronger EBITDA and lower debt," said
Standard & Poor's credit analyst Alison Sullivan.

Windsor also has successfully integrated the December 2004
Specialty Brands acquisition and realized planned synergies.

The ratings on privately held Windsor reflect its high debt
leverage relative to the company's size, and narrow product focus.

Windsor competes within a narrow sector of the $26.4 billion
frozen food sector, manufacturing appetizers and processed meat
products.  Almost half of Windsor's sales are to the foodservice
sector, typically a low-margin business that depends on
maintaining high-quality products and on-time delivery.

Windsor's largest product segment is in the high-growth frozen
Mexican food category, with the Jos, Ol, brand, acquired
through the Specialty Brands acquisition.  Jos, Ol, provides
diversification to the company's sales mix as it is sold largely
to the retail channel.

Other frozen food products include filled pasta, coated
appetizers, Asian appetizers and chili/barbecue products.  The
company's Quality Sausage division manufactures pre-cooked meat
items, including pizza toppings and dry sausage.

Customer and supplier concentration is moderate, and operational
risk is mitigated through the ownership of several manufacturing
facilities.


WINN-DIXIE: Wants Store No. 1409 Lease Rejected Effective Aug. 31
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject the lease for Store No. 1409 effective Aug. 31, 2006.

Winn-Dixie Montgomery, Inc., leases Store No. 1409 located in
New Orleans, Louisiana, from Basin Street #2 Limited Partnership
under a lease dated Feb. 1, 2001.  Pursuant to the Lease,
Winn-Dixie pays Basin Street $955,000 in rent each year.

As a result of significant damage to Store No. 1409 and the
surrounding market area caused by Hurricane Katrina, the Debtors
are unable to operate a grocery store at the location, Cynthia C.
Jackson, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida,
relates.

To save $955,000 a year, the Debtors seek the Court's authority
to reject the lease for Store No. 1409 effective August 31, 2006.
If Basin Street asserts rejection damages, the Debtors ask the
Court to establish the rejection damages deadline to be 30 days
after Court approval of their request.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Wants to Reject 268 Contracts & Leases
--------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject 106 executory contracts and unexpired leases effective
as of Sept. 21, 2006.

The contracts are for goods and services that are no longer
necessary to the Debtors' businesses, according to Cynthia C.
Jackson, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.
A list of the contracts is available free of charge at
http://ResearchArchives.com/t/s?118d

In addition, the Debtors are parties to 162 prepetition
arrangements with various counterparties for goods or services
that are also unnecessary to the Debtors' ongoing operations and
businesses.  The Debtors have not been able to locate any written
contracts or leases documenting the prepetition arrangements,
Ms. Jackson relates.  A list of these items is available for
free at http://ResearchArchives.com/t/s?118c

To the extent they constitute executory contracts and expired
leases covered under Section 365 of the Bankruptcy Code, the
Debtors seek the Court's consent to reject the contracts
effective as of Sept. 21, 2006.

The Debtors believe that several of the 162 listed items may, in
fact, be non-executory or expired, but have sought to reject them
out of an abundance of caution and for the sake of obtaining
certainty with respect to the rejection damage claims that may be
brought against them.  They reserve their right to challenge the
executory or unexpired nature of any of the items.

The Debtors further ask the Court to establish Sept. 29, 2006, as
the deadline for the filing of any resulting rejection damage
claims.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WOLVERINE TUBE: To Close Production Plants in Tennessee & Quebec
----------------------------------------------------------------
Wolverine Tube, Inc. reported the planned closure of its
manufacturing facilities located in Jackson, Tennessee and
Montreal, Quebec.

In addition, the Company will consolidate its U.S. wholesale
distribution facility into the Decatur plant in Alabama.  These
actions constitute the first phase of the Company's restructuring
and rationalization program, as a part of its strategic planning
process and in conjunction with its "Path to Profitability"
initiatives, which focus on reducing the Company's North American
footprint while continuing to serve and support its customers
globally.  The closing of the Jackson, Tennessee operations and
the consolidation of the U.S. wholesale distribution facility
should be completed by the end of November 2006.  The operations
at the Montreal, Quebec facility will be phased out with
completion of the closure occurring during the first quarter of
2007.

The Company will continue to serve many of its customers through
alternate means.  Customers of the Jackson plant will be serviced
through the Company's global buy/resell programs.  Wholesale and
industrial copper tube manufactured in the Montreal operations
will be transferred to the Company's other facilities, including
its operations in London, Ontario and Decatur, Alabama.  The
closing of the Montreal plant will allow the Company to step away
from its underperforming rod and bar product segment.

The closing of the two production facilities and the consolidation
of the U.S. wholesale distribution facilities will require the
Company to take estimated restructuring and impairment charges
totaling approximately $57.1 million, of which $33 million is
non-cash and $24.1 will require future cash outlays.  The two
facilities that are being closed currently employ approximately
400 persons.  The annual pre-tax benefit associated with these
actions is estimated to be approximately $6 million.

"The aforementioned actions are in line with our strategic
planning process and will rationalize our North American
manufacturing facilities and product offering and consolidate
operations, all designed to improve the financial performance of
Wolverine," Chip Manning, President and Chief Executive Officer
stated.  "These have been difficult but essential decisions for
our Company to better align our operations and capabilities with
global markets, to continue to effectively serve our customers,
and to return our Company to profitability."

"The Company is restructuring its operations, while at the same
time continuing its balance sheet restructuring process," stated
Jed Deason, Chief Financial Officer.  "It is currently anticipated
that the closure of the Jackson and Montreal operations will be
completed in early 2007.  Although the timing and outcome of the
balance sheet restructuring process is uncertain, we believe
liquidity is adequate to sustain our operations in the near to
mid-term.  Net cash provided from the liquidation of assets in
connection with these operational restructurings is estimated to
be approximately $27.5 million, and is subject to certain use of
proceeds and other restrictions imposed by the Company's senior
note indentures and other liquidity facility agreements.  The
amount available for borrowings under the Company's secured
revolving credit facility could be reduced by $6 million as a
result of the restructuring, reflecting the estimated reduction in
consolidated net tangible assets, a key metric for determining the
amount of secured debt that may be borrowed in compliance with
debt covenants."

                     About Wolverine Tube

Headquartered in Huntsville, Alabama, Wolverine Tube, Inc.
(NYSE:WLV) -- http://www.wlv.com/or http://www.silvaloy.com/--  
provides customers with copper and copper alloy tube, fabricated
products, metal joining products as well as copper and copper
alloy rod, bar and other products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's downgraded the ratings of Wolverine Tube, Inc.'s senior
unsecured notes to Caa2 from Caa1 and its corporate family rating
to Caa1 from B3.  The outlook is negative.


WORLDCOM INC: Parus Wants to Conduct Spoliation Discovery on Docs
-----------------------------------------------------------------
At a pre-motion discovery conference the U.S. Bankruptcy Court for
the District of New York held in July 2006, the Honorable Arthur
Gonzalez ordered WorldCom Inc. and its debtor-affiliates to
produce their IT employees for depositions so that Parus Holdings
Inc. could ascertain how the Debtors' records were maintained and
whether any relevant records might have been adequately preserved.
The parties are in the process of scheduling those depositions.

Parus now asks the Court to stay its ruling on the Debtors'
Motion for Summary Judgment on Parus' Claim Nos. 11242 and 11173
to permit Parus to conduct discovery regarding spoliation.

"Spoliation is the destruction or significant alteration of
evidence, or the failure to preserve property for another's use
as evidence in pending or reasonably foreseeable litigation,"
West v. Goodyear Tire & Rubber Co., 167 F.3d 776, 779 (2d Cir.
1999).

Parus argues that it is premature for the Court to rule on
the Debtors' motion without giving Parus the opportunity to
investigate why certain relevant documentation has not been
produced by Intermedia Communications, Inc., and MCI WorldCom
Communications, Inc., in connection with their bankruptcy case.

Evidence as to whether the Debtors failed to preserve or maintain
that evidence is critical to the Court's potential ruling as it
may, among other things, create an adverse inference against the
Debtors, Parus contends.

Parus further contends that it has not had sufficient time to
conduct discovery on the spoliation issue.

Parus said it may seek remedies for spoliation, including summary
judgment or an adverse inference in connection with the Debtors'
Motion.  The spoliation of evidence will materially impact the
resolution of the Debtors' Motion and will create additional
remedies for Parus.

Parus notes that its request is consistent with Rule 7056
of the Federal Rules of Bankruptcy Procedure.  " When a party
facing an adversary's motion for summary judgment reasonably
advises the court that it needs discovery to be able to present
facts needed to defend the motion, the court should defer
decision of the motion until the party has had the opportunity to
take discovery and rebut the motion," G-I Holding, Inc. v. Baron
& Budd, 218 F.R.D. 409, 413 (S.D.N.Y. 2003).

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDCOM INC: Substitutes Counsel as to Tennessee's Four Claims
---------------------------------------------------------------
WorldCom Inc. and its debtor-affiliates notified the United States
Bankruptcy Court for the District of New York that they are
substituting their counsel of record as to Tennessee Department of
Revenue Proof of Claim Nos. 38373, 38374, 38518 and 38519, and any
related contested matters.

Sylvia Ann Mayer, Esq., and Weil, Gotshal & Manages, L.L.P., will
replace Marc E. Albert, Esq., Lucy Holmes Plovnick, Esq., and
Stinson, Morrison, Hecker L.L.P., as counsel of record for the
Debtors as to the Tennessee Department's Claims.

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Tennessee Revenue Department filed three sets of claims against
the Debtors with each subsequent set amending the prior set:

                  Prepetition Claim         Administrative Claim
                  -----------------         --------------------
               Claim No.  Claim Amount    Claim No.  Claim Amount
               ---------  ------------    ---------  ------------
Original Claim   21570     $71,389,200      21605      $390,060
                 32444                      28890

1st Amendment    38374      $6,239,434      38373      $465,328

2nd Amendment    38518      $5,448,353      38519      $249,154

For some reason, the original claims were assigned two separate
claim numbers, Marvin E. Clements, Jr., Esq., in Nashville,
Tennessee, said.

The Debtors have filed numerous objections to the Claims.  The
Claims were finally expunged in the Debtors' 61st Omnibus
Objection to Income Tax Claims.

Mr. Clements argued that Tennessee was unaware of the expungement
until negotiations began regarding the Debtors' 83rd Omnibus
Objection to Tax Claims.

The Claims under the 2nd Amendment are the subject of the 83rd
Omnibus Objection.  The Debtors seek to disallow Claim Nos. 38518
and 38519, contending that the Claims were already expunged in the
61st Omnibus Objection.

Mr. Clements pointed out that the 61st Omnibus Objection refers to
Income Tax Claims.  Consequently, Tennessee does not have an
income tax.  Thus, the characterization of Tennessee's Claim as
"Income Tax" is incorrect.

Mr. Clements also pointed out that Claim Nos. 38518 and 38519
specifically denoted the taxes as franchise, excise, sales and use
taxes.

The Tennessee franchise and excise tax is not an income
tax and should not have been the subject of the 61st
Omnibus Objection, Mr. Clements avered.

Accordingly, Tennessee asked the Court to:

   (a) set aside the default and reinstate Claim Nos. 38374 and
       38373 as proper and timely filed claims; and

   (b) allow the matter to go forward on the 83rd Omnibus
       Objection, addressing Claim Nos. 38518 and 38519.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WYNN LLC: Moody's Raises Rating on $1.3 Billion Notes to B1
-----------------------------------------------------------
Moody's Investors Service raised the ratings of Wynn Las Vegas,
LLC following the announcement that Wynn Resorts, S.A., a
subsidiary of Wynn Resorts, Limited, completed the sale of its
sub-concession right to an affiliate of Publishing and
Broadcasting Limited for $900 million.  Wynn's corporate family
rating and $1.3 billion first mortgage note rating were raised to
B1 from B2.  The company's $9.7 million second mortgage notes were
raised to B2 from B3.  The ratings outlook is stable.

The upgrade reflects the expectation of further improvement at the
Wynn Las Vegas Casino as well as the indirect benefit to Wynn from
the sale of the sub-concession agreement.  Although the sale of
the sub-concession does not directly improve Wynn given its
restricted group status and Moody's expectation that proceeds from
the sub-concession sale will not directly support restricted group
activity, the increased liquidity and financial flexibility of its
parent and Macau affiliate from the sale, along with the recent
completion and opening of the Wynn Macau Casino, improves the
consolidated entities overall financial profile and liquidity.
Key risks include continuing and significant development activity,
the single asset profile of the restricted group, and significant
reliance on destination travel and high-end gaming.

The stable outlook acknowledges the favorable risk reward profile
of the Encore development and expectation that restricted cash
balances together with the company's $1.125 billion credit
facilities and cash flow from operations, will be sufficient to
pay for the remaining Encore development without incurring
additional debt or receiving additional capital contributions from
Wynn Resorts.  The stable outlook also considers Steve Wynn's
reputation as a developer of high quality must-see casino resort
properties and Las Vegas' favorable visitation trends and leading
position as a primary destination resort.

Moody's previous rating action on Wynn occurred on Mar. 7, 2006
when Wynn's ratings were placed on review for possible upgrade
following the company's announcement of the sale of a sub-
concession in the Macau Special Administrative Region of the
People's Republic of China to Publishing and Broadcasting Limited
for $900 million.

Wynn Las Vegas, LLC owns and operates the Wynn Las Vegas hotel and
casino resort on the Las Vegas Strip, which opened in April 2005.
Wynn Las Vegas, LLC, is a wholly-owned subsidiary of Wynn Resorts,
Limited and finances itself on a restricted group basis. Wynn's
reported net revenue for the latest 12-month period ended June 30,
2006 was about $1.1 billion and total debt was about $1.8 billion.


WYNN RESORTS: S&P Raises Corporate Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on casino
owner and operator Wynn Resorts Ltd. and its wholly owned
subsidiary Wynn Las Vegas LLC, including their corporate credit
ratings to 'BB-' from 'B+'.

The upgrade follows the completion of the sale, and the receipt of
funds, of Wynn Resorts' subconcession right in the Macau Special
Administrative Region to Publishing and Broadcasting Ltd.'s
affiliate for $900 million.

In addition, the ratings were removed from CreditWatch with
positive implications, where they were placed on March 6, 2006.
The outlook on both entities is stable.

Consolidated debt outstanding at Wynn Resorts, including the
limited recourse Macau borrowings, was about $2.3 billion at
June 30, 2006.

"The upgrade reflects the material impact the receipt of funds
from the sale have on the company's consolidated financial profile
and liquidity situation at a time when it is pursuing multiple
capital spending initiatives, specifically the development of both
Wynn Macau and Encore at Wynn Las Vegas," said Standard & Poor's
credit analyst Michael Scerbo.

In addition, Wynn Macau is expected to provide a significant cash
flow stream to the company and decrease the company's dependence
on its Las Vegas asset.


* BOOK REVIEW: Panic on Wall Street: A History of America's
               Financial Disasters
-----------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Paperback:  469 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122468/internetbankrupt

"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."

What a terrific quote to find at the beginning of a book on a
financial catastrophe!  First published in 1968.  Panic on Wall
Street covers 12 of the most painful episodes in American
financial history between 1768 and 1962.

Author Robert Sobel chose these particular cases, among a dozen or
so others, to demonstrate the complexity and array of settings
that have led to financial panics, and to show that we can only
make the vaguest generalizations" about financial panic as a
phenomenon.

In his view, these 12 all had a great impact on Americans of the
time, "they were dramatic, and drama is present in most important
events in history."  They had been neglected by other financial
historians.

They are:

      William Duer Panic, 1792
      Crisis of Jacksonian Finances, 1837
      Western Blizzard, 1857
      Post-Civil War Panic, 1865-69
      Crisis of the Gilded Age, 1873
      Grant's Last Panic, 1884
      Grover Cleveland and the Ordeal of 183-95
      Northern Pacific Corner, 1901
      The Knickerbocker Trust Panic, 1907
      Europe Goes to War, 1914
      Great Crash, 1929
      Kennedy Slide, 1962

Sobel tells us there is no universally accepted definition of
financial panic.  He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as ". . . a
wave of emotion, apprehension, alarm.  It is more or less
irrational.  It is superinduced upon a crisis, which is real and
inevitable, but it exaggerates, conjures up possibilities, take
away courage and energy."

Sobel could find no "law of panics" which might allow us to
predict them, but notes their common characteristics.  Most occur
during periods of optimism ("irrational exuberance?").  Most arise
as "moments of truth," after periods of self-deception, when
players not only suddenly recognize the magnitude of their
problems, but are also stunned at their inability to solve them.
He also notes that strong financial leaders may prove a mitigating
factor, citing Vanderbilt and J.P. Morgan.

Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much research
has been carried out on war and its causes, little research has
been done on financial panics.  Panics on Wall Street stands as a
solid foundation for later research on the topic.

                             *********

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, Rizande B. Delos Santos,
Cherry A. Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva,
Lucilo M. Pinili, Jr., Tara Marie A. Martin, Melvin C. Tabao, and
Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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