TCR_Public/060104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, January 4, 2006, Vol. 10, No. 3

                             Headlines

ANC RENTAL: Court Extends Claims Objection Deadline Until Mar. 15
A PARTNERS: Judge Lee Dismisses Chapter 11 Case
ARDEN REALTY: GE Real Estate Buys Company in $4.8-Bil Merger Deal
ARMSTRONG WORLD: Appellate Court Denies Plan Confirmation
BEKENTON USA: Court Approves William A. Head as Accountant

CALPINE CORP: Wants Court OK to Pay Prepetition Sales Taxes & Fees
CATHOLIC CHURCH: Court Rejects Qwest's Claim Against Tucson
CENTURY HOMEBUILDERS: Case Summary & 15 Unsecured Creditors
COVAD COMMS: Inks Comprehensive Settlement Pact with Verizon
CRESTRIDGE AMC: Case Summary & 16 Largest Unsecured Creditors

DEL MONTE: Completes Exchange Offer for 6-3/4% Sr. Sub. Notes
DELTA AIR: Committee Wants Mesirow Financial as Financial Advisor
DELTA AIR: Serafina Meoli Wants Stay Lifted to Pursue Lawsuit
DELTA AIR: Settles Deposition Issues with DP3
EAGLEPICHER INC: Secures $345 Million DIP Financing

EL CHARRO: Case Summary & 2 Largest Unsecured Creditors
EQUITEX INC: Annual Shareholders' Meeting Held on Dec. 26
FIBERMARK INC: Emerges from Chapter 11 as Private Company
FLYI INC: Can Continue Existing Insurance Policies with AIG
FLYI INC: Court Approves KPMG LLP as Auditor & Tax Accountant

FLYI INC: Court Okays Mercer Management as Contract Consultant
FOREST OIL: Earns $3.3 Million of Net Income in Third Quarter
FOREST OIL: Inks Agreement with Banks to Amend Credit Facility
FRANCHISE CAPITAL: Responds to SEC Regulatory & Disclosure Issues
GFSI INC: Gets Necessary Tenders for 9-5/8% Sr. Subordinated Notes

GLOBAL EMPIRE: Section 341(a) Meeting is Scheduled for Tomorrow
GOODING'S SUPERMARKETS: Case Summary & 19 Largest Unsec. Creditors
HANDEX GROUP: Gronek & Latham Approved as Bankruptcy Counsel
HANOVER INSURANCE: Closes $40 Mil. Sale of Variable & Annuity Biz
IAP WORLDWIDE: Names Jeffrey Fenton to Board of Directors

INTEGRATED HEALTH: Inks Stipulation Resolving Maura Rocha's Claim
KAISER ALUMINUM: Wants Amended Salaried Retirees Agreement Okayed
KAISER ALUMINUM: Wants $12.9-Mil Westport Settlement Pact Approved
KEY TECHNOLOGY: Files Annual Report & Restates Previous Financials
LAWRENCE WOOD: Voluntary Chapter 11 Case Summary

LEGACY ESTATE: Winston & Strawn Approved as Committee Counsel
LEGACY ESTATE: Panel Hires MacConaghy as Winston's Co-Counsel
LEVEL 3: Completes WilTel Acquisition in Stock and Cash Deal
MERIDIAN AUTOMOTIVE: Wants BDO Seidman as Auditor
MERIDIAN AUTOMOTIVE: Wants Until May 25 to Decide on Leases

MIRANT CORP: Exits 30-Month Bankruptcy with $2 Billion Financing
NATIONAL ENERGY: Attala Entities Hold $48.8-Mil Allowed Claims
NOBEX CORP: Court Okays BMC Group as Claims and Noticing Agent
NOBEX CORP: Wants Morris Nichols as Bankruptcy Counsel
NOBEX CORP: U.S. Trustee Appoints Three-Member Creditors' Panel

NORTHWEST AIRLINES: Giving Up Fifteen Excess Aircraft Leases
NORTHWEST AIRLINES: Wants Stay Enforced on ATSCC Entities
NORTHWEST: US DOT Says Maintenance Flaws Didn't Compromise Safety
O'SULLIVAN INDUSTRIES: Has Until April 12 to Decide on Leases
O'SULLIVAN INDUSTRIES: Wants Removal Period Stretched to April 12

PACIFIC MAGTRON: Micro Tech Wants Claim Paid Before Confirmation
PASQUALE DEANGELIS: Voluntary Chapter 11 Case Summary
PHEBE LTD: Voluntary Chapter 11 Case Summary
PLIANT CORPORATION: Files for Chapter 11 Protection in Delaware
PLIANT CORPORATION: Case Summary & 30 Largest Unsecured Creditors

PRECISION STAMPING: Case Summary & 18 Largest Unsecured Creditors
PRICE OIL: Court Approves Bradley Arant as Bankruptcy Counsel
PRICE OIL: Section 341(a) Meeting Slated for January 31
PRICE OIL: Wants Until Feb. 3 to File Bankruptcy Schedules
PROSPECT MEDICAL: Earns $1 Million of Net Income in 4th Quarter

REFCO INC: Can Employ FTI Consulting as Forensic Accountant
REFCO INC: Can Hire Latham as Special Counsel on Interim Basis
REFCO INC: Gets Court OK to Hire Greenhill & Co. as Fin'l Advisor
RICHARD DURAND: Richard Banks Approved as Bankruptcy Counsel
RICHARD DURAND: Section 341(a) Meeting Slated for January 24

SAFLINK CORP: Must Regain NASDAQ Listing Compliance by June 14
SAINT VINCENTS: Court Gives Final Nod on Cain Brothers' Employment
SATCON TECH: Recurring Losses & Deficit Raise Going Concern Doubt
SCOTTISH RE: Completes Public Offering of 6,250,000 Common Shares
SKILLED HEALTHCARE: Acquired by Onex Corp. for $745 Million

SOLECTRON CORP: Reports 2006 First Quarter Financial Results
STUTTGART COLLISION: Voluntary Chapter 11 Case Summary
TELOGY INC: List of 20 Largest Unsecured Creditors
TRINSIC: $1-Mil. Equity Infusion Settles Tax Dispute with New York
UAL CORP: Inks Pacts Resolving Claims by Transamerica, et al.

WORLDCOM INC: Asks Court to Disallow Rayonda Dye's Claim
WORLDCOM INC: DACA Wants Payment of 42 Assigned Claims
YAKIMA COMPANY: Voluntary Chapter 11 Case Summary

* Burns & Levinson and Perkins Smith & Cohen Join Forces

* Upcoming Meetings, Conferences and Seminars

                             *********

ANC RENTAL: Court Extends Claims Objection Deadline Until Mar. 15
-----------------------------------------------------------------
The ANC Liquidating Trust, as successor to ANC Rental Corporation
and its debtor-affiliates, sought and obtained from the Honorable
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware more time to file objections to proofs of claim.  The
Trust secured an extension of the claim objection deadline until
March 15, 2006.

Joseph Grey, Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, relates that as of December 12, 2005, approximately
11,500 claims have been filed in the Debtors' Chapter 11 cases.
The Debtors have already filed 18 omnibus objections to claims,
three omnibus motions seeking Court approval of agreements to
settle claims, as well as other requests directed at resolving
disputes with respect to individual claims.

Although the Trust has completed an initial review of the
remainder of over 6,900 claims, many of which are personal injury
claims, the Trust, Mr. Grey told Judge Walrath, still requires
more time to ensure that it has not omitted any claims that
should be the subject of an objection.

Mr. Grey says that the extension should be adequate for the
Trust to complete a final review of the remaining claims in a
timely, cost-efficient and complete manner.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.
Gazes & Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


A PARTNERS: Judge Lee Dismisses Chapter 11 Case
-----------------------------------------------
The Honorable W. Richard Lee of the U.S. Bankruptcy Court for
the Eastern District of California dismissed the chapter 11 case
of A Partners LLC.

Judge Lee dismissed the case because the Debtor failed to timely
file complete schedules according to the Bankruptcy Rules.  Judge
Lee's dismissal order makes it clear that A Partners LLC received
no discharge of any kind.

Headquartered in Fresno, California, A Partners, LLC, owns Helm
Building, a 10-story building with over 55,000 square feet of
office space available for rent.  The Debtor filed for chapter 11
protection on Oct. 28, 2005 (Bankr. E.D. Calif. Case No.
05-62656).  John P. Eleazarian, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million and debts between $1 million and $10 million.


ARDEN REALTY: GE Real Estate Buys Company in $4.8-Bil Merger Deal
-----------------------------------------------------------------
Arden Realty, Inc. (NYSE:ARI) and GE Real Estate, a unit of GE
Commercial Finance, executed a definitive agreement pursuant to
which GE Real Estate will acquire the Company.

In connection with the acquisition, Trizec Properties, Inc.
(NYSE:TRZ) will acquire a Southern California portfolio comprised
of 13 Arden properties, totaling 4.1 million square feet,
concentrated in West Los Angeles and San Diego for approximately
$1.6 billion.

                        GE Merger

Under the terms of the agreement, GE Real Estate will acquire all
of Arden's common stock for $45.25 per share in cash in a merger
transaction.  The total transaction consideration is approximately
$4.8 billion, which includes the assumption and refinancing of
approximately $1.6 billion of Arden's outstanding debt.  Pending
the closing of the transaction, Arden expects to continue to pay
customary quarterly dividends at an annualized rate of $2.02 per
share.  In addition, the cash consideration payable in the
transaction per Arden common share will be increased by an amount
equal to a proportional customary quarterly dividend through the
closing date (without duplication of any declared dividends).

Completion of the transaction, which is expected to occur by the
end of the first quarter of 2006, is subject to approval of the
Company's common shareholders and certain other customary closing
conditions.  The acquisition is not, however, conditioned upon
consummation of the above-described purchase of Arden properties
by Trizec.  The transaction has been unanimously approved by the
members of Arden's Board of Directors.

Holders of limited partnership interests in the Company's
operating partnership will be given the choice of either receiving
$45.25 in cash or a limited liability company interest in an
affiliate of Trizec.

"This transaction brings us not only a high quality portfolio of
real estate assets in the dynamic Southern California market, but
also a great platform and infrastructure from which to grow," said
Michael Pralle, the President and Chief Executive Officer of GE
Real Estate.  "We are very excited about incorporating Arden's
expertise and footprint in Southern California into our real
estate business.  This transaction also gives GE Real Estate the
opportunity to work with Trizec, one of the nation's leading real
estate investment trusts, to structure a transaction that creates
positive results for all three parties."

"This merger cements the relationship between the global endeavors
of GE Real Estate and the dominant regional leverage of Arden,"
Richard Ziman, the Chairman and Chief Executive Officer of Arden,
said.  "It is a blending of corporate cultures that will produce a
powerful new real estate entity in this region.  This transaction
also demonstrates the intrinsic value of the Arden portfolio, the
Arden executives and employees and their ability to generate
strong returns for our investors."

Tim Callahan, Trizec's President and Chief Executive Officer,
added, "The high quality office properties we will be acquiring
will complement our existing Southern California office platform
by enabling us to expand into the attractive West Los Angeles and
San Diego markets.  This transaction will also allow Trizec to
continue its strategy of reallocating capital efficiently into
markets with strong long-term growth prospects."

Victor Coleman, Arden's President and Chief Operating Officer,
stated, "Arden's reputation as Southern California's pre-eminent
office landlord extends far beyond its real estate assets.
Arden's inherent value is also the result of nearly ten years'
work in assembling a team of the region's top real estate
professionals whose level of expertise and teamwork is unmatched
in our industry."

Lehman Brothers Inc., Wachovia Securities, and Secured Capital LLC
served as financial advisors to Arden in this transaction.
Wachovia Securities and Houlihan Lokey Howard and Zukin also
rendered fairness opinions to Arden's Board of Directors.  Latham
& Watkins LLP and Venable LLP provided legal counsel to the
Company.  Merrill Lynch acted as the financial advisor to GE Real
Estate, and King & Spalding LLP provided legal advice to it.
Hogan & Hartson LLP provided legal counsel to Trizec.

                     About GE Real Estate

GE Commercial Finance Real Estate -- http://www.gerealestate.com/
-- is a world leader in real estate capital.  Formed in 1972, the
business has more then $35 billion in core assets with 34 offices
located throughout North America, Europe, Asia and Australia/New
Zealand.  GE Real Estate, backed by its parent company's AAA
rating, offers a broad range of financing, equity and servicing
solutions including: intermediate and long-term mortgage
financing, restructuring and acquisition capital, niche equity
investment/joint ventures, capital markets securitization and
placements, and asset management.  As one of the fastest growing
units within GE Commercial Finance, Real Estate has experienced
annual growth of more than 10% for the last ten consecutive years.

                        About Trizec

Trizec Properties, Inc. -- http://www.trz.com/-- a REIT
headquartered in Chicago, is one of the largest owners and
operators of commercial office properties in the United States.
The Company has ownership interests in and manages a high-quality
portfolio of 50 office properties totaling approximately 37
million square feet concentrated in the metropolitan areas of
seven major U.S. cities. The Company trades on the New York Stock
Exchange under the symbol TRZ.

                        About Arden

Arden Realty, Inc. -- http://www.ardenrealty.com/-- is a self-
administered, self-managing REIT that owns, manages, leases,
develops, renovates and acquires commercial office properties
located in Southern California. Arden is the largest publicly
trade office landlord in Southern California, with 116 properties,
consisting of 192 buildings and approximately 18.5 million net
rentable square feet of office space.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Moody's placed the Baa3 senior unsecured debt rating of Arden
Realty Limited Partnership under review for possible upgrade.
This rating action follows the announcement of the acquisition of
Arden Realty by GE Real Estate, a unit of GE Capital Corporation.
The acquisition consideration is expected to be approximately $4.8
billion, including the assumption and refinancing of approximately
$1.6 billion of debt.

At the same time, Arden announced that Trizec Properties, Inc.
[NYSE: TRZ] will acquire thirteen Arden properties totaling 4.1
million square feet for approximately $1.6 billion.  Moody's
believes that, based on similar transactions in which GE Capital
Corporation has engaged in the past, there is a likelihood for
some level of support from GE Capital for Arden Realty's
bondholders.

During its review, Moody's will focus on the REIT's prospective
capital structure, and GE Real Estate's plans for Arden's
outstanding bonds.  Should a unit of GE provide an explicit
guarantee or other form of support, the Arden Realty bonds would
be upgraded, perhaps by several notches, the degree of upgrade
being a function of the character of the support.  Moody's notes
that should GE Real Estate elect to tender for Arden Realty's
bonds, with the possibility that some bonds are left outstanding
without covenant protection and perhaps with a weaker capital
structure, the review would change to possible downgrade.
According to Moody's, the transaction has no impact on GE Capital
Corporation's ratings (Aaa senior debt, Prime-1 short-term).

These ratings were placed under review for possible upgrade:

  Arden Realty Limited Partnership:

     * Senior unsecured debt at Baa3
     * Senior secured debt shelf at (P)Baa2
     * Senior unsecured debt shelf at (P)Baa3
     * Subordinate debt shelf at (P)Ba1

  Arden Realty, Inc.:

     * Preferred stock shelf at (P)Ba1

In its last rating action with respect to Arden (April 2004),
Moody's confirmed the Baa3 senior debt rating with a stable
outlook.


ARMSTRONG WORLD: Appellate Court Denies Plan Confirmation
---------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit filed its decision
upholding the U.S. District Court's denial of confirmation of
Armstrong World Industries' Plan of Reorganization on Dec. 29,
2005.

AWI had appealed the District Court's determination that, under
the facts of this case, the distribution of warrants to current
Armstrong stockholders under the plan was not permissible.

AWI is considering its next steps.  AWI has been investigating
other options to resolve this Chapter 11 case with the
representatives of its creditor groups.  AWI is unable to predict
when it will emerge from Chapter 11, what payouts its major
classes of creditors will receive, or whether Armstrong's existing
shareholders will receive any recovery from the case.

As previously disclosed, AWI continues to monitor proposed reform
legislation in Congress addressing asbestos personal injury
claims, which could substantially effect AWI's liabilities, if
enacted.

                 District Court's Plan Denial

On Feb. 23, 2005, the Honorable Eduardo C. Robreno of the U.S.
District Court for the Eastern District of Pennsylvania denied
confirmation of the Fourth Amended Plan of Reorganization filed by
Armstrong World Industries, Inc., and two of its subsidiaries.

Judge Robreno finds that the distribution of New Warrants to the
class of Equity Interest Holders over the objection of the class
of Unsecured Creditors violates the "fair and equitable"
requirement of 11 U.S.C. Section 1129(b)(2)(B)(ii), a codification
of the absolute priority rule.

AWI has estimated that the Unsecured Creditors in Class 6 have
claims amounting to approximately $1.651 billion.  Under the Plan,
AWI proposed that the Unsecured Creditors would recover about
59.5% of their claims.

The Asbestos PI Claimants in Class 7 have claims estimated at
$3.146 billion and would recover approximately 20% of their claims
under the Plan.  The Equity Interest Holders in Class 12 would be
issued New Warrants valued at approximately $35 million to $40
million.

The Plan provides that, if the Unsecured Creditors reject the
Plan, the Asbestos PI Claimants will receive the New Warrants, but
then will automatically waive the distribution, causing the Equity
Interest Holders to secure the New Warrants.

Judge Robreno points out that the net result of the Asbestos PI
Claimants' waiver is that the Equity Interest Holders -- the old
AWI shareholders -- receive the Debtor's property -- the New
Warrants -- on account of their equity interests, although a
senior class -- the Unsecured Creditors -- would not have full
satisfaction of its allowed claims.

A full-text copy of the District Court's opinion is available at
no charge at:

           http://bankrupt.com/misc/00-4471-7899.pdf

Armstrong Holdings, Inc., is the indirect parent company of
Armstrong World Industries, Inc., a global leader in the design
and manufacture of floors, ceilings and cabinets.  In 2004,
Armstrong's net sales totaled more than $3 billion.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit.


BEKENTON USA: Court Approves William A. Head as Accountant
----------------------------------------------------------
Bekenton USA, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
William A. Head, C.P.A., as its accountant, nunc pro tunc to
Nov. 4, 2005.

William Head will:

    a. give the Debtor accounting advice with respect to the
       Debtor's power and duties as debtor-in-possession in
       connection with its operation of the business;

    b. take necessary action to assist the Debtor in formulating a
       plan of reorganization and any other financial statements
       or projections that are required in connection with the
       chapter 11 proceeding;

    c. prepare monthly statement of cash receipts and disbursement
       together with supporting schedules;

    d. prepare monthly accounts receivables aging and
       reconciliation reports;

    e. prepare monthly accounts payable and secured payment
       reports;

    f. prepare inventory and fixed assets reports;

    g. prepare monthly reconciliation and check registers;

    h. assist the Debtor with the preparation and filing of all
       monthly reports and other accounting information which may
       be requested of the Debtor;

    i. perform all other accounting services for the Debtor which
       may be necessary, including but not limited to compliance
       with monthly or quarterly filings with the Internal Revenue
       Service and the State of Florida and other reporting
       agencies; and

    j. assist the Debtor in the installation and implementation of
       the Debtor's post-petition accounting system.

The Debtor tells the Court that Mr. Head will bill $150 per hour
for his services.  The Debtor discloses that clerical and para-
professionals will bill between $50 to $75 per hour.

To the best of the Debtor's knowledge, Mr. Head is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Maimi Beach, Florida, Bekenton USA, Inc.,
manufactures tobacco products.  The Debtor filed for chapter 11
protection on Nov. 4, 2005 (Bankr. S.D. Fla. Case No. 05-60031).
Arthur H. Rice, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
totaling $5,227,073 and debts totaling $15,750,548.


CALPINE CORP: Wants Court OK to Pay Prepetition Sales Taxes & Fees
------------------------------------------------------------------
In connection with the normal operation of their businesses,
Calpine Corporation and its debtor-affiliates incur the use of,
franchise, sales, fuel and other taxes necessary to operate their
businesses; and collect sales taxes from their customers.  The
Debtors are also charged fees, licenses, permits and other similar
charges and assessments on behalf of various taxing and licensing
authorities.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to pay the prepetition
Taxes and Fees.

The Taxes and Fees are paid to the various Taxing Authorities on
a periodic basis and, depending on the nature and incurrence of a
particular Tax or Fee, are remitted monthly, quarterly or yearly
to the applicable Taxing Authority, Richard M. Cieri, Esq., at
Kirkland & Ellis, LLP, in New York, relates.  Specifically, the
Taxes and Fees incurred by the Debtors fall under one of four
categories:

1. Sales and Use Taxes

    In limited instances, the Debtors collect and remit an
    assortment of sales taxes in connection with the sale of
    energy to their customers, as well as taxes imposed on the
    Debtors for their procurement of natural gas and other fuels.
    Since most of the Debtors' sales are wholesale sales of power,
    which power in most instances is subsequently resold, the
    amount of Sales Taxes is limited.  Thus, most of the Debtors'
    tax liability with respect to their power generation business
    activities will relate to Use Taxes.

    Generally, the Debtors remit the Sales Taxes collected during
    the preceding months to the Taxing Authorities on a periodic
    basis, although in some cases the Debtors elect to prepay the
    Sales Taxes.

    The Debtors also are required to pay the Use Taxes when they
    purchase tangible personal property and certain services,
    including power generation-related equipment and other spare
    equipment parts, from vendors who are not always located in
    the state to which the property is to be delivered.  Since
    some vendors are not located within the particular state,
    those vendors have no obligation to charge or remit taxes for
    sales to parties within that state.  Nevertheless, applicable
    law requires the Debtors to self-assess the amount of the
    taxes and, thus, subsequently pay the Use Taxes to the
    applicable Taxing Authorities.

    In the aggregate, the Debtors estimate that they may owe
    approximately $5,900,000 in Sales Taxes and Use Taxes incurred
    prior to the Petition Date.

2. Withholding Taxes

    The Debtors are required to withhold from their employees' and
    some independent contractors' paychecks amounts on account of
    various federal, state and local income taxes, FICA, Medicare
    and other taxes.  The Debtors estimate that, as of the
    Petition Date, they may owe roughly $658,000 with respect to
    the Withholding Taxes incurred prior to the Petition Date that
    were due to be paid in the ordinary course of business.

3. Franchise Taxes

    The Debtors pay franchise taxes to operate their businesses in
    the applicable taxing jurisdiction.  Some states assess a flat
    Franchise Tax on all businesses, some assess a Franchise Tax
    based on net operating income, and others assess a Franchise
    Tax on capital employed in the business.

    The Debtors incur the bulk of the Franchise Taxes by their
    operations in New York and Pennsylvania.  The Debtors, while
    they are generally current on their Franchise Taxes, estimate
    that they may owe around $100,000 or less with respect to the
    Franchise Taxes incurred prior to the Petition Date.

4. Business License Fees

    Many municipal and county governments require the Debtors to
    obtain a business license and to pay corresponding business
    license fees.  The Debtors estimate that the Business License
    Fees they owe prepetition are minimal and in no event will
    exceed $10,000.

While the Debtors believe that they are substantially current
with respect to those Taxes and Fees, out of an abundance of
caution the Debtors seek the Court's permission to pay the Taxes
and Fees:

    -- to the extent that any Taxes and Fees accrued prepetition
       were not, in fact, paid prepetition, or were paid in an
       amount that was less than the amount actually owed; or

    -- in the event that any payments sought to be made
       prepetition are rejected, lost or otherwise not received in
       full by any of the Taxing Authorities.

Furthermore, Mr. Cieri points out, there may be Taxes and Fees
incurred or collected from sales and services provided
prepetition that may become due shortly after the commencement of
the Debtors' Chapter 11 cases.  The Debtors estimate that the
total accrued but unpaid amount of prepetition Taxes and Fees is
less than $8,000,000.  This amount, Mr. Cieri notes, represents
only a very small fraction of the Debtors' total consolidated
assets, as of September 30, 2005.

If the Debtors do not pay their tax liabilities in a timely
manner, the Taxing Authorities may attempt to curtail or entirely
suspend the Debtors' operations, file liens, seek to lift the
automatic stay provisions of the Bankruptcy Code and pursue other
remedies that will harm the estates, Mr. Cieri says.

Thus, the Debtors believe that the failure to pay the Taxes and
Fees could trigger a material adverse impact on their ability to
operate in the ordinary course of business.

Mr. Cieri also tells the Court that some of the Debtors' tax
liabilities are "trust fund" taxes.  In other words, the Debtors
have collected and are holding these funds in trust for the
benefit of the Taxing Authorities, in which instance the funds
may not constitute property of the Debtors' estates.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Court Rejects Qwest's Claim Against Tucson
-----------------------------------------------------------
As reported in the Troubled Company Reporter on November 24, 2005,
Tucson entered into a written contract with Xspedius
Communications, L.L.C., to obtain local and long distances
services for the Diocese.  At some time in July 2003,
Qwest Communications, Inc., ceased to provide phone services to
Tucson.  Qwest continued, however, to invoice the Diocese.

Gerard R. O'Meara, Esq., at Gust Rosenfeld, PLC, in Tucson,
Arizona, explains that Tucson informed Qwest that the Diocese
disputed the charges.  However, Qwest continued to send invoices.

Qwest's invoices pertain to services that Qwest was no longer
providing to the Diocese, Mr. O'Meara says.  Qwest based its
statements and its demands for payment on alleged contractual
obligations, which Qwest alleges it has with the Diocese.  Tucson
has requested that Qwest display a copy of any written contract
that would justify Qwest's act of billing the Diocese for
unrendered services.  To date, Qwest has failed and refused to
display any written agreement to the Diocese or its counsel.

Mr. O'Meara argues that Tucson is not justly and truly indebted to
Qwest.  Qwest is unable to meet its burden of proving the validity
of the amount of its claim.  It has offered nothing to the U.S.
Bankruptcy Court for the District of Arizona to show that its
claimed debt is valid.

Tucson, hence, asks Judge Marlar to disallow Qwest's Claim.

                            *    *    *

Qwest Communications did not respond to the Diocese of Tucson's
objection.  As a result, the U.S. Bankruptcy Court for the
District of Arizona disallows Claim No. 67, for all purposes,
including for the purpose of receiving a distribution under the
Diocese's confirmed Plan of Reorganization.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 49
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY HOMEBUILDERS: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------------
Debtor: Century Homebuilders, Inc.
        P.O. Box 271258
        Corpus Christi, Texas 78427

Bankruptcy Case No.: 06-20007

Type of Business: The Debtor is a construction company.

Chapter 11 Petition Date: January 2, 2006

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: William Arthur Whittle, Esq.
                  The Whittle Law Firm, PLLC
                  402 Atrium Plaza I
                  5151 Flynn Parkway, Suite 402
                  Corpus Christi, Texas 78411
                  Tel: (361) 887-6993
                  Fax: (361) 887-6999

Total Assets: $1,760,000

Total Debts:  $1,123,964

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Armstrong Lumber              Non-purchase money         $58,000
P.O. Box 4158
Corpus Christi, TX 78469

Hibernia Bank                 Real estate                $56,000
P.O. Box 4649                 construction loan
Houston, TX 77210-4649        Value of security:
                              $50,000

McCoys                        Non-purchase money         $35,000
1200 IH 35 North
San Marcos, TX 78667

Acme Brick                    Non-purchase money         $30,000

Zarsky Lumber                 Purchase of lumber         $26,000

South Texas Molding           Non-purchase money         $20,000

Quality Ready Mix             Non-purchase money         $19,000

B & R Supply                  Non-purchase money          $8,500

CED                           Non-purchase money          $8,000

Sanderson State Bank          Unpaid closing costs        $8,000

Hibernia Bank                 Credit card                 $7,800

Willoughbys                   Non-purchase money          $5,560

Keep It Cool                  Services                    $4,000

Alarm Security                Non-purchase money          $3,100

Hub City                      Non-purchase money          $2,600


COVAD COMMS: Inks Comprehensive Settlement Pact with Verizon
------------------------------------------------------------
Covad Communications Group Inc. (AMEX:DVW) and Verizon
Communications (NYSE:VZ) disclosed a comprehensive settlement
agreement that resolves all pending litigation and disputes
between them.  The agreement includes the dismissal of both
Covad's pending antitrust case against Verizon, and a separate
suit that Verizon had filed against Covad.  The settlement
provides a full resolution to all billing disputes.

A related agreement also expands Covad's existing commercial line
sharing agreement to enable Covad to provide its xDSL services
over lines being used by resellers of Verizon's voice services.
"We are pleased to be able to expand our existing wholesale
relationship with this highly valued customer," said Virginia
Ruesterholz, Verizon's President -- Wholesale Markets.

                   Covad & MCI Agreement

Separately, Covad and MCI entered into an agreement under which
Covad will be a preferred provider of local access and network
services to MCI's DSL business customers.

"These agreements build a new, positive relationship with
Verizon," said Charles Hoffman, Covad president and CEO.  "MCI has
been a valued customer and vendor to Covad for many years.  The
agreements we are announcing today provide an exciting opportunity
to grow our business with the combined companies upon closing of
the MCI acquisition.  MCI has a substantial customer base outside
of Verizon's local footprint."

"We look forward to a continuing relationship with Covad as a
valued supplier and customer to MCI," said Randal Milch, Senior
Vice President and Deputy General Counsel of Verizon.  "We are
also pleased to begin this new chapter in the Covad-Verizon
relationship."

Financial terms of the agreements were not disclosed.

Covad Communications Group, Inc. -- http://www.covad.com/--  
provides broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses.

At Sept. 30, 2005, Covad Communications Group, Inc.'s balance
sheet showed a stockholders' deficit of $3,746,000 compared to
$25,713,000 of positive shareholder equity at June 30, 2005.


CRESTRIDGE AMC: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Crestridge AMC, LLC
        920 Tenison Memorial Drive
        Dallas, Texas 75223

Bankruptcy Case No.: 06-30053

Chapter 11 Petition Date: January 2, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, Texas 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
American Property Financing                 $1,714,035
6 E. 43rd Street, 20th Floor
New York, NY 10017

Dallas Central Appraisal District              $44,792
P.O. Box 560368
Dallas, TX 75356-0000

City of Dallas                                  $1,359
Utilities and Services
City Hall, 1AN
Dallas, TX 75277-0000

Atmos Energy                                    $1,269
P.O. Box 650654
Dallas, TX 75264

Waste Management                                  $783
Dallas Hauling
P.O. Box 78251
Phoenix, AZ 85062

Leggett & Clemons                                 $590
2745 N. Dallas Parkway, Suite 310
Plano, TX 75093

A & B Supply, Inc.                                $157
P.O. Box 550877
Dallas, TX 75355

RCI Utilities, Inc.                               $135
P.O. Box 802049
Dallas, TX 75240

Bug Stompers, Inc.                                $119
P.O. Box 848
Royse City, TX 75189

Comtech Incorporated                               $92
2501 Avenue J, Suite 104
Arlington, TX 76006

Suarez Carpet Cleaning                             $76
13005 Meandering Way #112
Dallas, TX 75240

Call Source                                        $59
31280 Oak Crest Drive, Suite 3
Westlake Village, CA 91361

Tenant Tracker, Inc.                               $11
P.O. Drawer 1990
Mc Kinney, TX 75070

M Power Retail Energy, LP                           $0
P.O. Box 203811
Houston, TX 77216

Fabio Construction Co. & Landscape                  $0
P.O. Box 741013
Dallas, TX 75374

Dallas County City Taxes                            $0
500 Elm Records Building
Dallas, TX 75202


DEL MONTE: Completes Exchange Offer for 6-3/4% Sr. Sub. Notes
-------------------------------------------------------------
Del Monte Corporation, a wholly owned subsidiary of Del Monte
Foods Company (NYSE:DLM), completed its exchange offer to exchange
up to $250 million principal amount of newly issued 6-3/4% Senior
Subordinated Notes Due 2015, registered under the Securities Act
of 1933, for a like principal amount of its outstanding, privately
placed 6-3/4% Senior Subordinated Notes Due 2015.

The newly issued notes are guaranteed on a subordinated basis by
Del Monte Foods Company and on a senior subordinated basis by
certain wholly-owned subsidiaries of Del Monte Corporation.

Approximately $247.2 million aggregate principal amount, or 98.9%,
of the privately placed 6-3/4% Senior Subordinated Notes Due 2015
were exchanged in the exchange offer and were accepted by Del
Monte Corporation.  The exchange offer expired at 5:00 p.m. New
York City time on Dec. 20, 2005.

The outstanding, privately placed notes were issued in conjunction
with the refinancing of a substantial portion of Del Monte Foods'
then-existing indebtedness in February 2005.  Del Monte
Corporation made the exchange offer to satisfy its obligations
under the registration rights agreement relating to the
outstanding, privately placed notes in which Del Monte Corporation
committed to use its commercially reasonable efforts to issue
notes pursuant to a registration under the Securities Act of 1933,
which notes generally can be publicly traded, in exchange for the
outstanding, privately placed notes, which are subject to certain
transfer restrictions.  The exchange offer did not affect Del
Monte's outstanding debt levels, as new notes issued pursuant to
the registration under the Securities Act were issued only upon
cancellation of a like amount of currently outstanding notes.

Del Monte Foods -- http://www.delmonte.com/-- is one of the
country's largest and most well known producers, distributors and
marketers of premium quality, branded and private label food and
pet products for the U.S. retail market, generating over $3
billion in net sales in fiscal 2005.  With a powerful portfolio of
brands including Del Monte(R), Contadina(R), StarKist(R), S&W(R),
Nature's Goodness(TM), College Inn(R), 9Lives(R), Kibbles 'n
Bits(R), Pup-Peroni(R), Snausages(R), Pounce(R) and Meaty Bone(R),
Del Monte products are found in nine out of ten American
households.

                         *     *     *

The Company's 6-3/4% senior subordinated notes due 2015 and 8-5/8%
senior subordinated notes due 2012 carry Moody's Investors
Service's B2 rating, Standard & Poor's B rating, and Fitch's BB-
rating.


DELTA AIR: Committee Wants Mesirow Financial as Financial Advisor
-----------------------------------------------------------------
Jordan S. Weltman, chairperson of the Official Committee of
Unsecured Creditors of Delta Air Lines Inc., tells the U.S.
Bankruptcy Court for the Southern District of New York that the
Creditors Committee has a pressing need to retain a financial
advisor to assist in collecting and analyzing financial and other
information in relation to Delta Air and its debtor-affiliates'
chapter 11 cases and to help guide the Committee through the
Debtors' reorganization efforts.

Thus, the Creditors Committee seeks the Court's authority to
retain Mesirow Financial Consulting, LLC, as its financial
advisor, nunc pro tunc to October 6, 2005.

Mr. Weltman says that the Creditors Committee selected MFC as one
of its financial advisors because of the firm's diverse
experience and extensive knowledge in the field of bankruptcy.
MFC has considerable experience with rendering services to
committees and other parties in numerous Chapter 11 cases.

As financial advisor to the Creditors Committee, MFC will:

    a. assist in the review of reports or filings as required by
       the Bankruptcy Court or the U.S. Trustee, including, but
       not limited to, schedules of assets and liabilities,
       statement of financial affairs and monthly operating
       reports;

    b. review the Debtors' financial information, including, but
       not limited to, analyses of cash receipts and
       disbursements, financial statement items and certain
       proposed transactions for which Court approval is sought
       or may be sought;

    c. review and analyze the reporting regarding cash flow
       projections and monitor actual versus projected and
       budgeted cash position;

    d. assist with identifying, analyzing and evaluating
       potential cost containment and liquidity enhancement
       opportunities;

    e. analyze the Debtors' aircraft fleet and fleet plan,
       including aircraft in relation to proposed negotiations
       of aircraft financing arrangements and Section 1110
       elections;

    f. review and analyze the Debtors' proposed transformation
       and business plans and the business and financial
       condition of the Debtors generally, including
       but not limited to:

          (i) reviewing, analyzing and assessing the Debtors'
              global network in terms of operational viability
              and optimal utilization of assets and alliances;

         (ii) reviewing and critiquing the Debtors' financial
              projections and assumptions;

        (iii) analyzing the Debtors' network profitability and
              the efficiency of major domestic, international,
              primary and secondary hubs and alignment between
              proposed fleet plan and proposed network;

         (iv) assisting with identifying and analyzing potential
              operational improvement and asset redeployment
              opportunities;

          (v) reviewing and monitoring key transformation
              initiatives in support of the business and
              transformation plan including analyzing assumption
              and rejection issues regarding executory contracts
              and leases;

         (vi) analyzing labor and labor-related costs relative
              to Section 1113 and 1114 activities, including
              analyzing pension related replacement or
              termination issues;

        (vii) analyzing the impact of fuel cost and efficiency
              programs;

       (viii) analyzing aircraft related operating results and
              cost savings initiatives related to aircraft
              utilization and maintenance costs; and

         (ix) assisting in market and competitive analysis;

    g. assist in evaluating the viability of reorganization
       strategies and alternatives available to the creditors;

    h. analyze non-operating asset sales and liquidation
       values;

    i. advise and assist on tax related matters including, but
       not limited to, consequences of proposed plans of
       reorganization;

    j. assist with the claims resolution procedures, including,
       but not limited to, analyzing creditors' claims by type
       and entity;

    k. assess plans of reorganization, disclosure statements
       and liquidity alternatives;

    l. advise and assist the Committee and, where appropriate,
       participating in or attending negotiations and meetings
       with the Debtors and other parties-in-interest;

    m. provide litigation consulting services and expert
       witness testimony regarding confirmation issues, avoidance
       actions and other matters deemed appropriate by the
       Committee;

    n. perform other functions as requested by the Committee or
       its counsel to assist the Committee in these Chapter 11
       cases; and

    o. review and analyze proposals for new product ideas to
       determine the impact on return on investment.

The Creditors Committee is also seeking to retain Houlihan Lokey
Howard & Zukin as its financial advisor.  As agreed by MFC and
Houlihan, MFC will be principally responsible for providing to
the Committee financial analyses of the Debtors' liquidity,
aircraft fleet and certain operational elements of the Debtors'
plan of transformation and exit strategy, as well as tax-related
advice and claims analysis.  Houlihan Lokey will be primarily
responsible for advising the Committee on the financial elements
of the Debtors' plan of transformation, potential merger and
acquisition transactions, as well as financing alternatives for
the Debtors, including exit financing, and any potential key
employee retention programs.

The Creditors Committee asks the Court to approve MFC's retention
effective October 6, 2005, the date the Creditors Committee
selected MFC as its financial advisor.  This is appropriate, Mr.
Weltman says, because since that date, MFC has been providing the
critical services to the Committee.

As compensation for its services, MFC will be entitled to receive
a $425,000 monthly fee for the first three months of its
engagement, $300,000 per month for the next three months of its
engagement and $250,000 per month thereafter.

MFC will also receive reimbursement of all reasonable out-of-
pocket expenses, which will include travel, photocopying,
delivery service, postage, vendor charges and other out-of-
pocket expenses incurred in providing professional services.

The Creditors Committee further asks the Court to direct the
Debtors to indemnify MFC and hold harmless MFC from and against
any and all losses, claims, damages or liabilities, arising out
of or related to MFC's provision of services to the Committee.

James S. Feltman, senior managing director at MFC, assures the
Court that MFC is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Feltman, however, discloses that he is the trustee for the
Rich International Airways Liquidating Trust, which was
established pursuant to a confirmed Plan of Liquidation for the
Chapter 11 case of Rich International Airways, Inc., pending
before the U.S. Bankruptcy Court for the Southern District of
Florida (Case No. 96-17399-BKC-RAM-S.D. Fla.).

Delta Air Lines, Inc., filed a proof of claim for $581,079
against the Rich Trust for postpetition "Airline related
services" and another proof of claim for $3,169,843 for
prepetition "Airline related services".  The Florida Court
disallowed the claims pursuant to a hearing conducted in
August 2005.

Delta has asserted that it did not receive notice of the hearing
and has requested that the Trustee agree, subject to the Florida
Court's approval, to the allowance of a part or the entire amount
of the claims.

Mr. Feltman says that he will ask the Florida Court to appoint
another representative for the Rich Trust for the limited purpose
of resolving Delta's claims against the Rich Trust.

           Ethical Wall And Trading Wall Procedures

MFC is a wholly owned subsidiary of Mesirow Financial Holdings,
Inc., a diversified financial services firm which also offers
services in investment management, insurance services, investment
services, investment banking and real estate.

Mr. Feltman relates that Mesirow Financial has established an
"Ethical Wall" between MFC and the other subsidiaries, divisions
and units of Mesirow Financial.  The Ethical Wall prohibits MFC
from sharing confidential or non-public information concerning
the Debtors and these cases with any other employees of Mesirow
Financial.  Likewise, the Ethical Wall prohibits any employees of
Mesirow Financial from sharing confidential or non-public
information concerning the Debtors and these cases with any
employee of MFC.  Mesirow Financial and MFC have informed all
employees of the Ethical Wall procedures.

MFC also has established an "Information Barrier" between the
engagement personnel assigned to the Delta Committee engagement
and MFC personnel assigned to engagement teams providing services
in other aviation-related matters.  The Information Barrier has
been established to prevent the flow of confidential and non-
public information between the MFC Delta Team and other MFC
aviation-related engagement teams, as well as with personnel who
may be assigned to the MFC Delta Team in the future.  No MFC
personnel assigned to this engagement will be assigned to any
other aviation-related cases until MFC's engagement in Delta's
Chapter 11 cases is concluded.

Moreover, Mesirow Financial has established a "Trading Wall".  In
the ordinary course of business, Mesirow Financial, Inc., Mesirow
Financial's affiliated broker-dealer, and its affiliated
investment advisor subsidiaries, together with MFI, may purchase
or sell securities on a principal or agency basis, or provide
investment advice to retail or institutional clients on a non-
discretionary or discretionary basis.  The Mesirow BD/IA
Subsidiaries also execute securities transactions on behalf of
clients of introducing broker-dealers ore unaffiliated investment
advisors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Serafina Meoli Wants Stay Lifted to Pursue Lawsuit
-------------------------------------------------------------
Serafina Meoli commenced a personal injury lawsuit against, among
others, Delta Air Lines, Inc., in the Supreme Court, County of
Bronx, New York, on October 21, 2004.

Ms. Meoli sustained injuries after she slipped and fell at a
Delta terminal in the John F. Kennedy Airport on January 26,
2004.

Gregory Messer, Esq., in Brooklyn, New York, notes that Delta has
insurance coverage by the United States Aviation Underwriters,
Inc., as aviation managers for and on behalf of member companies
of the United States Aircraft Insurance Group.  The coverage is
for in excess of $10,000,000.

According to Mr. Messer, there is no possibility that Ms. Meoli's
claim will exceed the amount of insurance coverage.  In addition,
Ms. Meoli is prepared to limit her recovery to the limits of the
existing insurance policy.

Pursuant to Section 362(g) of the Bankruptcy Code and Rule 4001
of the Federal Rules of Bankruptcy Procedure, Ms. Meoli asks the
Court to lift to automatic stay to allow her Lawsuit to proceed.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Settles Deposition Issues with DP3
---------------------------------------------
As reported in the Troubled Company Reporter on Dec. 30, 2005,
since filing for Chapter 11, the Delta Air Lines Inc., and its
debtor-affiliates have ceased payments of non-qualified pension
benefits to the retired pilots and payments to their defined
pension plans.  The Debtors have sought to reject their collective
bargaining agreement with their line pilots, the Pilot Working
Agreement.  All of those actions directly impact the retired
pilots whose rights derive from the CBA, John A. Christy, Esq., at
Schreeder, Wheeler & Flint, LLP, in Atlanta, Georgia, asserts.

On Oct. 18, 2005, the Retired Pilots served the Debtors with
their first request for production of documents related to the
pension and retirement benefit plans and the Committee Motion.
The Debtors' response to the Document Request was due on or
before November 20, 2005.

DP3, Inc., doing business as Delta Pilots' Pension Preservation
Organization, sought deposition of Delta pursuant to Rule
7030 of the Federal Rules of Bankruptcy Procedure and Rule
30(b)(6) of the Federal Rules of Civil Procedure.

DP3 complains that, as of Dec. 7, 2005, the Debtors have failed to
respond to the Document Request in violation of Rule 34 of the
Federal Rules of Civil Procedure.

Mr. Christy explains that the documents produced by Delta on
October 24, 2005, failed to include all requested documents,
specifically documents identifying the retired pilots and their
survivors, documents related to the pension and retirement
benefit plans, and documents related to the retirement benefit
trusts.  This is not a sufficient response and does not comport
with Civil Rule 34 or Bankruptcy Rule 7034, Mr. Christy says.

DP3 also complains that Delta failed to appear at the deposition
scheduled on October 24, 2005, in violation of Civil Rule 26 and
Bankruptcy Rule 7026.  Delta is not permitted to ignore the
deposition notice without seeking the entry of a protective
order, Mr. Christy argues.

Accordingly, DP3 asks the U.S. Bankruptcy Court for the Southern
District of New York to compel the Debtors to respond to the
Document Request and designate a representative to appear for
deposition.  The Retired Pilots also request that the Court award
them attorney's fees incurred in bringing the request.

             Debtors Seek Protective Order

The Debtors ask the Court to vacate the notice of deposition
served by DP3, Inc., doing business as Delta Pilots' Pension
Preservation Organization, on December 7, 2005.

Pursuant to the Notice, DP3 wants to depose one or more Delta
representatives regarding 15 benefit plans maintained by Delta
and the trusts from which they draw funding, and the funding of
severance benefits offered by Delta to its active employees.

Benjamin S. Kaminetzky, Esq., at Davis Polk & Wardwell, in New
York, recounts that in connection with DP3's request for an
appointment of an official committee of retired pilots, the Court
provided specific guidance to counsel for DP3 on the facts it
deemed relevant to the Committee Appointment Motion.  In
particular, the Court repeatedly recommended to the parties that
they create a schedule of the numbers of retired pilots covered
by various welfare benefit plans and the benefits to which those
pilots are entitled under those plans.

At a hearing held in October 2005, Mr. Kaminetzky relates that
the Court exercised its discretion to order appointment of an
official committee of retirees.  The Court, however, expressed
the view that neither appointment of an official committee of
retired pilots nor appointment of retired pilots to the Retiree
Committee was appropriate at that time.  Counsel for the Debtors
accordingly sought to adjourn the Committee Appointment Motion.

In November 2005, the Committee Appointment Motion was adjourned
without date.

According to Mr. Kaminetzky, despite the Court's clear guidance,
DP3 never specifically requested the Schedule.  Nevertheless,
Delta provided DP3 with a schedule stating the distribution of
pilot-retiree participants among healthcare coverages made
available to pilot retirees at various points in time.

In addition, Delta produced nearly 3,000 pages of documents to
counsel for DP3, summarizing the healthcare options available to
pilot retirees, including plan structures, premium costs, and
benefit changes of time.  Moreover, Delta has repeatedly offered
to respond informally to DP3's specific questions or information
requests.

DP3 declined Delta's offers.  Instead, since mid-October, DP3 has
served no fewer than six requests for production of documents,
notices of deposition, and other discovery-related motions on
Delta.  These notices, requests, and motions have sought
discovery ranging from the names, home addresses, and birth dates
of Delta's retired pilots to every report, review and analysis
produced by any internal department of the Debtor over the past
seven years.

The Schedule Delta provided to DP3 is the only information
identified by the Court as relevant to its discretionary
determination whether to appoint an official committee of retired
pilots or to appoint retired pilots to the existing Retiree
Committee, Mr. Kaminetzky contends.  Further discovery ostensibly
relevant to the Committee Appointment Motion is unnecessary,
unduly burdensome, and duplicative.

Mr. Kaminetzky also points out that it is hardly apparent how
the deposition noticed would be even remotely relevant to the
recently continued Committee Appointment Motion.  DP3's Notice
of Deposition requests testimony concerning the Delta Family-
Care Disability and Survivorship Trust, the funding of the
Supplemental Unemployment Program, and the use of funds from any
one of 15 plans or trusts from which they draw funding to fund
severance claims.

DP3 supplied no explanation as to how the deposition noticed
would be relevant to any contested matter except to state in a
footnote that the Notice is being served in connection with the
Committee Appointment Motion.

DP3 apparently regards the pendency of its Committee Appointment
Motion as a roving commission to investigate any matters
pertaining, however remotely, to Delta or any persons in any way
associated with Delta, Mr. Kaminetzky argues.  The Federal Rules
of Civil Procedure, as made relevant to the bankruptcy proceeding
through Rule 9014 of the Federal Rules of Bankruptcy Procedure,
however, do not contemplate that aimless, wide-ranging, and
abusive discovery.  The applicable rules, rather, require that
discovery sought, at the very least, be relevant to a contested
matter.  The Notice of Deposition fails to meet even this minimal
threshold, he concludes.

                          *     *     *

Marshall S. Huebner, Esq., at Davis Polk & Wardwell advised the
Court at a hearing on December 19 that the issue with DP3 has been
settled.

"I'm very happy to report that that has been resolved for the
moment," Mr. Huebner told Judge Beatty.

"We have agreed to provide certain documents to some of the
representatives of the individual retired pilots and/or the ad
hoc group DP3; and, with that, those will be essentially resolved
for the present.

"And if they feel that they still need something that they're not
getting from us, they'll come back on proper notice."

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EAGLEPICHER INC: Secures $345 Million DIP Financing
---------------------------------------------------
EaglePicher Incorporated completed a $345 million financing
transaction arranged by Goldman Sachs Credit Partners L.P., the
proceeds of which were used to repay all obligations under an
existing debtor-in- possession credit facility and EaglePicher's
pre-petition senior secured credit facility.

The new credit facilities consist of:

    * a $230 million first lien facility, which includes:

         -- a $70 million revolving credit facility and
         -- a $160 million term loan;

    * a $65 million second lien term loan; and

    * a $50 million third lien term loan.

The new credit facilities are convertible into financing pursuant
to a plan of reorganization acceptable to the agents for the
lenders and satisfaction of other conditions, including court
approval.

"This financing is an important step towards EaglePicher's
reorganization," said Stuart B. Gleichenhaus, interim Chairman,
President and CEO of EaglePicher.  "This enables us to assure our
customers, suppliers and most importantly, our employees, that our
capital structure is set, and we have sufficient financing in
place to complete our restructuring and execute our business
plan."

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EL CHARRO: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: El Charro, Inc.
        1209 West Wyatt Earp Boulevard
        Dodge City, Kansas 67801

Bankruptcy Case No.: 05-60294

Type of Business: The Debtor owns and operates a restaurant
                  located in Dodge City, Kansas.

Chapter 11 Petition Date: December 30, 2005

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Susan G. Saidian, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, Kansas 67202
                  Tel: (316) 262-8361

Total Assets: $1,929,565

Total Debts:  $1,744,380

Debtor's 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Farm Bureau                                       $4,652
Insurance of Kansas, Inc.
2627 KFB Plaza
Manhattan, KS 66502-0000

Jones Packaging                                   $4,159
P.O. Box 78
Garden City, KS 67801


EQUITEX INC: Annual Shareholders' Meeting Held on Dec. 26
---------------------------------------------------------
Equitex, Inc. (NASDAQ: EQTX) announced the results from its
annual stockholders' meeting held in West Palm Beach, Florida, on
Dec. 26, 2005.  The Company's stockholders elected five directors
and approved the Company's 2005 Stock Option Plan as well as the
appointment of GHP Horwath, P.C., to serve as the Company's
auditors for the year ending December 31, 2005.

Equitex, Inc., is a holding company operating through its majority
owned publicly-traded subsidiary FastFunds Financial Corporation
(OTC/BB: FFFC) of Minnetonka, Minnesota, as well as its majority
owned subsidiary Denaris Corporation.  FastFunds, through its
operating subsidiary Chex Services, Inc., provides comprehensive
cash access services to Native American and traditional casinos,
other gaming facilities and retail establishments.  Denaris was
formed to provide stored value card services.

At Sept. 30, 2005, Equitex Inc.'s balance sheet showed a working
capital deficit of $10,057,685 and a net loss of $2,402,464.


FIBERMARK INC: Emerges from Chapter 11 as Private Company
---------------------------------------------------------
FiberMark, Inc., completed its financial reorganization and
emerged from chapter 11 as a private company.  Effective Jan. 3,
2006, having completed all conditions for emergence, the company
implemented its Plan of Reorganization, which had been approved by
the U.S. Bankruptcy Court for the District of Vermont on Dec. 5,
2005.

                      Exit Financing

In conjunction with its emergence from chapter 11, the company
also closed on its exit financing facilities.  The package
includes $80 million in revolving credit facilities for working
capital and general corporate purposes underwritten by GE
Commercial Finance for its German and North American operations,
none of which was drawn at closing.  The company also has
approximately $18 million in cash.

Consistent with the Court-approved Plan, FiberMark's previously
outstanding common stock will cease trading and has been
cancelled.  New common stock has been created under the Plan for
issuance to certain unsecured creditors, including a small number
of former bondholders, among them the company's new majority
owner, investment firm Silver Point Capital, as well as a small
number of trade creditors.  As a now-private company, FiberMark is
no longer required to file its financial statements with the
Securities and Exchange Commission.  Also effective Jan. 3, 2006,
FiberMark installed its new Board of Directors, as detailed in its
Plan.

                           New Officers

The Board of Directors reported the retirement of Alex Kwader as
the company's Chairman of the Board of Directors and Chief
Executive Officer.  The Board expressed its appreciation to Mr.
Kwader for his many years of service and his efforts in
successfully guiding the company through the difficult bankruptcy
process.  The Board disclosed that Thomas Weld will serve as
Chairman of the Board of Directors, effective immediately.  Dr.
Walter Haegler will continue as Senior Vice President and Managing
Director of FiberMark's German Operations and will report directly
to Mr. Weld as Chairman of the Board of Directors.

The Board appointed Brian Esher Chief Executive Officer of the
company's North American and UK operations.  Mr. Esher brings a
wealth of related industry experience to this position having been
a successful CEO in many other companies.  Mr. Esher will be
responsible for all aspects of the company's North American and
U.K. operations and report to Mr. Weld as Chairman of the Board of
Directors.

"This is a long-awaited and welcome day for the company, marking
completion of our financial restructuring and our emergence from
chapter 11," said John Hanley, Chief Financial Officer.  "We have
met our objective of emerging as a stronger company strategically,
operationally and financially, with a debt load appropriate for
our business.  I credit this achievement to the confidence and
support of our creditors and vendors, the loyalty and support of
our customers, and the professionalism and dedication of our
employees, all of which were evident throughout this process.  We
look forward to delivering the results that underlay this
confidence in FiberMark as we implement our fresh start balance
sheet, operate on a more streamlined basis and continue to build
our product lines and brands in support of our core markets:
office products, technical specialties, publishing and packaging."

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
f, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
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 $329,600,000 in
total assets and $405,700,000 in total debts.


FLYI INC: Can Continue Existing Insurance Policies with AIG
-----------------------------------------------------------
FLYi, Inc., and its debtor-affiliates maintain insurance policies
that provide coverage for liability from aircraft operations,
aircraft damage, automobile damage and liability, property damage,
directors and officers liability, employment practices liability,
fiduciary liability, key man life, disability, and risk of war.

The Debtors also maintain a high-deductible workers' compensation
insurance program for all of their employees.

The Debtors maintain the Insurance Policies through several
different insurance carriers.  The annual Premiums under all of
the Insurance Polices aggregate $11,046,201.  Premiums for the
Insurance Policies, other than the Workers' Compensation Program,
are paid in advance, either on an annual or monthly basis.

The Workers' Compensation Program is insured and administered
primarily by AIG Insurance Company and its affiliates.  The
annual premium under the Program is $995,829, subject to
retroactive adjustment after an audit of the actual number of
employees employed by the Debtors during the term of the Program.
The current policy term runs from February 1, 2005 through
February 1, 2006.

Under the Workers' Compensation Program (a) insurance coverage is
provided by AIG for workers' compensation claims subject to the
policy limits, with a per-incident deductible of $250,000; (b)
AIG processes and pays the workers' compensation claims and also
pays amounts billed directly by doctors and medical facilities;
and (c) the Debtors are obligated to (i) pay the Workers'
Compensation Premium, and (ii) reimburse AIG, up to $250,000 per
claim, for the loss payments that AIG makes in respect of
coverage deductibles, all in accordance with the terms of the
Workers' Compensation Program.

The Debtors have provided a $5,500,000 letter of credit for AIG's
benefit as collateral for the Debtors' obligation to reimburse
AIG under the Workers' Compensation Program.

As of October 31, 2005, approximately 137 open workers'
compensation claims were pending against the Debtors under the
Workers' Compensation Program with AIG, and AIG has reserved
$5,170,000 on account of the claims.  In addition, there may be
other claims by employees relating to prepetition injuries that
have not yet been processed.

The Debtors have been current in the payment of their workers'
compensation reimbursement obligations to AIG.  However, the
Debtors estimate that, as of the Petition Date, they will owe
$110,000 in additional workers' compensation reimbursement
obligations to AIG for amounts accrued through that date.  In
addition, the Debtors may, in the event of a retroactive
adjustment to the Workers' Compensation Premium, owe additional
amounts.

The Debtors have also provided a $200,000 letter of credit --
which should be reduced to $50,000 in the near future -- for the
benefit of Reliance Insurance Company, which is in liquidation
before the Commonwealth Court of Pennsylvania.  The RIC Letter of
Credit represents collateral for the Debtors' obligation to
reimburse RIC under their former workers' compensation program,
which RIC insured and administered.  The Debtors believe that, as
of the Petition Date, there are no open claims under the RIC
Workers' Compensation Program.

               Insurance Policies Must Be Continued

Steven Westberg, FLYi, Inc.'s vice president for restructuring,
tells Judge Walrath that the Insurance Policies, including the
Workers' Compensation Program, are essential for the preservation
of the Debtors' business, and are, in some cases, required by
various laws, regulations, or contracts that govern the Debtors'
business.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware for authority to:

   (a) continue their Insurance Policies, including their
       Workers' Compensation Program;

   (b) pay any related prepetition obligations, including, any
       payments to AIG, the other insurers, letter of credit
       issuers, or employees required as result of any claims
       against the Debtors, as the obligations become due in the
       ordinary course of business; and

   (c) liquidate in an appropriate forum or settle Prepetition
       Insurance Claims.

The Debtors further request that any party holding a letter of
credit to secure any of the Debtors' obligations under the
Insurance Policies be authorized to use the letter of credit to
secure the Debtors' postpetition insurance obligations.

Mr. Westberg explains that without insurance, the Debtors and
their estates could be exposed to catastrophic liability.  If the
Insurance Policies were to lapse, the Debtors would be unable to
carry on their business as they would no longer have liability
insurance coverage required by government regulation and their
aircraft leases.  Rather, the Debtors would be required
immediately to obtain replacement insurance, likely at a greater
cost than to maintain the current Insurance Policies.

Mr. Westberg also notes that the guidelines of the Office of the
United States Trustee require the Debtors to maintain their
Insurance Policies.

A schedule of the Debtors' Insurance Policies is available at no
charge at http://bankrupt.com/misc/FLYipolicies.pdf

                        *     *     *

The Court grants the motion.

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


FLYI INC: Court Approves KPMG LLP as Auditor & Tax Accountant
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 6, 2005,
FLYi, Inc., and its debtor-affiliates sought the U.S. Bankruptcy
Court for the District of Delaware's permission to employ KPMG
LLP, as their independent auditor and tax accountants, nunc pro
tunc to November 8, 2005.

KPMG will render accounting, auditing and risk advisory services,
including:

    (a) performing an audit of the Debtors' consolidated financial
        statements and an audit of its internal control over
        financial reporting in accordance with the standards of
        the Public Company Accounting Oversight Board (United
        States);

    (b) reviewing the condensed consolidated balance sheets of
        the Debtors as of March 31, June 30, September 30 and
        December 31, and the related condensed consolidated
        statements of operations and cash flows for the quarterly
        and year-to-date periods and other selected quarterly
        financial data;

    (c) issuing a comfort letter in connection with a future
        filing under the Securities Act of 1933, or an exempt
        offering if the Debtors request;

    (d) analyzing accounting issues and providing advice to the
        Debtors' management regarding the proper accounting
        treatment of events;

    (e) reviewing and commenting on the Debtors' documents, if
        any, required to be filed with the Securities and Exchange
        Commission;

    (f) providing additional audit services as requested and
        agreed from time to time;

    (g) performing an audit of the financial statements of the
        Debtors' Employee Benefit Plans as required by the
        Employee Retirement Income Security Act; and

    (h) performing audits of Passenger Facility Charges and TSA
        charges.

KPMG will also perform tax services, including:

    (a) reviewing and providing assistance in the preparation and
        filing of any tax returns, including income, franchise,
        sales and use, property, and assistance in calculations of
        estimated tax payments;

    (b) providing advice and assistance to the Debtors regarding
        tax planning issues, including but not limited to,
        assistance in estimating net operating loss carryforwards,
        international taxes and, state and local taxes;

    (c) providing assistance regarding transaction taxes and state
        and local sales and use taxes;

    (d) providing assistance regarding tax matters related to the
        Debtors' pension plans;

    (e) providing assistance regarding real and personal property
        tax matters, including, review of real and personal
        property tax records;

    (f) providing assistance regarding any existing or future
        Internal Revenue Service, state or local tax examinations
        or claims;

    (g) providing advice and assistance on the tax consequences of
        proposed plans and reorganization, including assistance in
        the preparation of IRS ruling requests regarding the
        future tax consequences of alternative reorganization
        structures; and

    (h) providing other consulting, advice, research, planning or
        analysis regarding tax issues as may be requested from
        time to time.

The Debtors will pay KPMG for professional services rendered at
its normal and customary rates:

       Professional                         Hourly Rate
       ------------                         -----------
       Partner or Principals                $600 - $825
       Managing Directors or Directors      $550 - $725
       Senior Managers or Managers          $350 - $660
       Senior Associates or Associates      $175 - $500
       Paraprofessionals                    $100 - $150

The firm will also be reimbursed for necessary expenses incurred.

Mr. Westberg discloses that the Debtors provided KPMG with a
$125,000 retainer prior to the Petition Date.  The retainer will
constitute a general security retainer for KPMG's postpetition
services and expenses until the conclusion of the Debtors' cases,
at which point KPMG will apply the retainer against its then-
unpaid fees and expenses.

Tracy K. Kenny, CPA, a partner at KPMG LLP, assures the Court
that KPMG is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                       *     *     *

The Honorable Mary F. Walrath approves the Debtors' employment of
KPMG LLP as their independent auditors, nunc pro tunc to the
Petition Date.

Certain indemnification provisions in the Engagement Letter
relating to "Limitation of Damages," among others, are modified.

KPMG will no longer prepare the Canadian and Puerto Rico
corporate income tax returns.

The Court authorizes KPMG to:

    a. complete its reconciliation of prepetition fees and
       expenses actually incurred through the Petition Date; and

    b. make the corresponding adjustments to the amount and
       application of the Retainer.

In the event that the firm seeks reimbursement for attorney's
fees from the Debtors pursuant to the Engagement Letter, the fees
will be subject to the U.S. Trustee's guidelines for compensation
and reimbursement of expenses.

Judge Walrath also permits KPMG LLP to maintain the Retainer as a
general security retainer for postpetition fees and expenses
until the conclusion of the Debtors' Chapter 11 cases.  At the
end of the Debtors' cases, the firm will apply the Retainer
against its unpaid fees and expenses.

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


FLYI INC: Court Okays Mercer Management as Contract Consultant
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 24, 2005,
FLYi, Inc., and its debtor-affiliates sought the U.S. Bankruptcy
Court for the District of Delaware's permission to employ Mercer
Management Consulting, Inc., as their executory contract
consultant, nunc pro tunc to Nov. 8, 2005, pursuant to an
Engagement Letter dated Oct. 20, 2005.

As consultant, Mercer will:

   (a) create baseline cost and forecasted spend scenarios;

   (b) analyze executory contracts and develop disposition plans;

   (c) develop and evaluate supplier scenarios based on market
       responses;

   (d) assist in negotiations and implementation planning;

   (e) assist with development of supplier-related communications
       to suppliers, creditors' committee, labor groups and other
       parties-in-interest; and

   (f) provide other executory contract-related services to the
       Debtors as requested by them and agreed to by Mercer.

Pursuant to the Engagement Letter, the Debtors' retention of
Mercer will be for three months, and will end on January 24,
2006.  Mercer will charge the Debtors $210,000 for services
performed in the first month and $170,000 per month for services
performed in the succeeding two months.

Geoffrey C. Murray, a director at Mercer, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code and as required by Section
327(a) of the Bankruptcy Code.

In the event that one or more of Mercer's other clients request
the firm to engage in services focusing on direct commercial
transactions or relationships with the Debtors, Mr. Murray says,
the firm would either give notice of withdrawal or notify the
Debtors and other key parties-in-interest of the fact that it has
been requested to perform services for another client whose
posture is, or may be, adverse to the Debtors' estates.

Mr. Murray discloses that Mercer currently provides consulting
services to UAL Corporation and its affiliated debtors, ATA
Airlines, Inc., Delta Airlines, Inc., and Mesaba Aviation, Inc.,
in connection with the Airlines' Chapter 11 cases.  Although the
Airlines may be competitors, which the Debtors may have
commercial relationships with, Mercer does not believe that the
services it provides to the Airlines relate directly to the
Debtors or their Chapter 11 cases.  Mercer will continue its
representation of the Airlines, but will not do so with respect
to matters directly relating to either parties' commercial
relationship with the Debtors.

                          *     *     *

The Honorable Mary F. Walrath permits the Debtors to employ Mercer
Management Consulting, Inc., as their consultants.  The Debtors
approved and assumed their Engagement Letter, as modified.

The U.S Trustee will review Mercer's fees pursuant to Section 330
of the Bankruptcy Code.

Mercer's engagement may be modified without need for Court
approval, provided that the Official Committee of Unsecured
Creditors and the U.S. Trustee approve of the modification.

Mercer is not allowed to perform services for another client
whose posture is, or may be, adverse to the Debtors' estates.

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


FOREST OIL: Earns $3.3 Million of Net Income in Third Quarter
-------------------------------------------------------------
Forest Oil Corporation (NYSE:FST) reported results for the third
quarter and first nine months of 2005.  In the third quarter of
2005 compared to the third quarter of 2004, the Company had the
following highlights:

For the quarter ended Sept. 30, 2005, Forest reported net earnings
of $3.3 million.  This amount compares to net earnings of $31.8
million in the corresponding 2004 period.  Net earnings in the
third quarter of 2005 were adversely affected by:

    * Accounting regulations required Forest to take a pre-tax,
      non-cash charge of $72.1 million including $42.8 million
      associated with the discontinuance of hedge accounting
      related to 2005 hedges on Hurricane Katrina and Rita
      production deferrals, $23.0 million of unrealized losses
      related to several collar agreements that did not qualify
      for cash flow hedge accounting, and measured hedge
      ineffectiveness of $6.3 million.

    * A pre-tax charge of $3.6 million to establish a reserve for
      insurance surcharges related primarily to Hurricane Katrina.

Without the effect of these items, Forest's adjusted net earnings
would have been $50.2 million.  These amounts compare to adjusted
net earnings of $34.0 million in the corresponding 2004 period
computed on a comparable basis.

At Sept. 30, 2005, net debt decreased 14% to $812 million compared
to $945 million at Sept. 30, 2004.  The year-over-year decrease in
net debt was primarily due to the internally generated free cash
flow and property sales during this period, offset by additional
debt incurred for the acquisition of the Buffalo Wallow field in
the second quarter of 2005.  The company had a net debt to book
capitalization of 35% at Sept. 30, 2005 compared to 41% at Sept.
30, 2004.

For the nine months ended Sept. 30, 2005, Forest reported net
earnings of $94.3 million.  This amount compares to net earnings
of $79.0 million in the corresponding 2004 period.  Net earnings
for the nine months ended September 30, 2005 were adversely
affected by:

    * Accounting regulations required Forest to take a pre-tax,
      non-cash charge of $74.4 million including $42.8 million
      associated with the discontinuance of hedge accounting
      related to 2005 hedges on Hurricane Katrina and Rita
      production deferrals, $26.1 million of unrealized losses
      related to several collar agreements that did not qualify
      for cash flow hedge accounting, and measured hedge
      ineffectiveness of $5.5 million.

    * A pre-tax charge of $4.0 million to establish a reserve for
      insurance surcharges related primarily to Hurricane Katrina.

    * A pre-tax, non-cash charge of $2.9 million primarily due to
      the impairment of properties related to our exit from
      Romania.

    * A pre-tax, non-cash charge of $2.2 million representing our
      40% share of a valuation allowance that Cook Inlet Pipeline
      Company recorded against a portion of its deferred tax
      assets.

Without the effect of these items, Forest's adjusted net earnings
would have been $146.1 million.  These amounts compare to adjusted
net earnings of $82.1 million in the corresponding 2004 period
computed on a comparable basis.

                    Capital Activities

For the nine months ended Sept. 30, 2005, Forest:

    * invested $224 million on acquisitions, excluding the
      deferred tax step-up in booked fair value for the Buffalo
      Wallow assets,

    * invested $343 million in exploration and development
      activities, and

    * received $24 million from asset dispositions.

Total costs incurred included a non-cash gross up of $89 million
relating to the deferred tax step-up in the booked fair value of
the assets acquired in the Buffalo Wallow acquisition.

                            Spin-Off

Also during the quarter, Forest reported on Sept. 12, 2005 that it
intends to spin-off to Forest shareholders its offshore Gulf of
Mexico operations, and that the Gulf of Mexico operations would
immediately thereafter be acquired in a merger transaction by
Mariner Energy, Inc.  Mariner has filed Form S-4 with the
Securities Exchange Commission which is currently under review.
After the spin-off and merger, Mariner will be a separately traded
public company that will own and operate the combined businesses
of Mariner and Forest's offshore Gulf of Mexico operations.  The
transaction is expected to be non-taxable to Forest and its
shareholders and is anticipated to close in the first quarter of
2006.

                        CEO Comments

H. Craig Clark, President and CEO, stated, "Despite the deferral
of approximately 6 Bcfe of production due to the hurricanes in the
third quarter, Forest was able to post another record quarter for
adjusted EBITDA and cash flow.  Strong cash flow was generated
from our onshore business units which now comprise over 75% of our
reserve base.  As a result of the strong performance in our
onshore business units, we will continue to increase activity
onshore in the fourth quarter and thereafter.  We continue to see
excellent momentum in our key onshore fields including significant
production increases in our resource plays, Buffalo Wallow and
Wild River, and positive results in our first well in the Greater
Haley Area.  Finally, we continue to work towards the closing of
our Gulf of Mexico combination with Mariner Energy and see the
spin-off as a strategic value creator for our shareholders."

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada. Forest's common stock trades on the New York Stock
Exchange under the symbol FST.

                      *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and 'B-2' short-term rating on oil and gas
exploration and production company Forest Oil Corp. and removed
the ratings from CreditWatch with negative implications, where
they were placed on Sept. 12, 2005, following the company's
announced spin-off of its offshore Gulf of Mexico reserves to
Mariner Energy Inc.  The outlook is negative.

As of June 30, 2005, Denver, Colorado-based Forest had
$884 million in principal debt outstanding.


FOREST OIL: Inks Agreement with Banks to Amend Credit Facility
--------------------------------------------------------------
On Dec. 27, 2005, Forest Oil Corporation (NYSE: FST) reached an
agreement with its commercial banks to amend its $600 million
combined credit facility to reallocate its global borrowing base.
The allocated Canadian borrowing base was increased from $50
million to $100 million, while the allocated U.S. borrowing base
was decreased by $50 million to $500 million.  This change is
being made to accommodate a $75 million dividend from Canadian
Forest Oil to Forest in 2005.  The dividend will be invested in
U.S. oil and gas properties and will be eligible for favorable
U.S. tax treatment under the American Jobs Creation Act of 2004.
Forest intends to record a current tax charge of approximately $4
million associated with this dividend in the fourth quarter.

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada. Forest's common stock trades on the New York Stock
Exchange under the symbol FST.

                      *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and 'B-2' short-term rating on oil and gas
exploration and production company Forest Oil Corp. and removed
the ratings from CreditWatch with negative implications, where
they were placed on Sept. 12, 2005, following the company's
announced spin-off of its offshore Gulf of Mexico reserves to
Mariner Energy Inc.  The outlook is negative.

As of June 30, 2005, Denver, Colorado-based Forest had
$884 million in principal debt outstanding.


FRANCHISE CAPITAL: Responds to SEC Regulatory & Disclosure Issues
-----------------------------------------------------------------
Franchise Capital Corp. (OTCBB: FCCN) responded to a letter from
the Securities & Exchange Commission dated Nov. 22, 2005, which
followed up a telephone conference from Nov. 15, 2005, where the
staff of the Securities & Exchange Commission raised a number of
regulatory and disclosure issues regarding the company's
obligations under, and compliance with, certain provisions of the
federal securities laws and the rules thereunder, as well as with
Article 6 of Regulation S-K and Generally Accepted Accounting
Principals.

In the response letter to the Securities & Exchange Commission,
the company agreed there are serious deficiencies within the
company's filings, including reports filed on Forms 10-Q, 10-K and
1-E, and that corrective actions are being taken.  The company
also noted it is correcting issues related to the company's
preferred stock rights and debentures.

The company confirmed it has ceased selling shares, and will not,
under any circumstances, sell shares using the company's amended
Form 1-E filed on Oct. 19, 2005, until the company has taken all
appropriate corrective action and made related disclosures to
bring the company in compliance with applicable securities laws,
rules and regulations.

The company also informed the Securities & Exchange Commission
that it agrees there are problems with the valuation used with the
Creative Eateries transaction, and that the company is actively
discussing the relevant issues with its accountants and advisers
that included possible rescission or restructuring of the
transaction.

                           Going Concern

Epstein, Weber & Conover, P.L.C., expressed substantial doubt
about Franchise Capital's ability to continue as a going concern,
after it audited the company's financial statements for the year
ended Sept. 30, 2005.  The company has not yet generated adequate
cash flow to support its operations.

The Company has incurred material operating losses, continued
operating cash flow deficiencies and working capital deficit at
September 30, 2005.

Franchise Capital Corp. --http://www.franchisecapitalcorp.com/--  
is a business development company that provides long-term debt and
equity investment capital to support the expansion of companies in
the casual, fast food restaurant industry.

As of September 30, 2005, the company had an accumulated deficit
of $6,491,246, compared to $6,254,522 of accumulated deficit for
the same period of 2004.


GFSI INC: Gets Necessary Tenders for 9-5/8% Sr. Subordinated Notes
------------------------------------------------------------------
GFSI, Inc., received tenders for $123.4 million principal amount
of Senior Subordinated Notes satisfying the minimum condition for
its exchange offer.  The tenders are in connection GFSI's
previously announced offer to exchange a new issuance of
$134.9 million of principal amount of Senior Secured Notes due
2011 for:

   -- all of its outstanding $125 million of principal amount of
      9-5/8% Senior Subordinated Notes due 2007; and

   -- all of its outstanding $9.9 million of principal amount of
      9-5/8% Senior Subordinated Notes due 2007.

GFSI will pay a consent fee of $20 per $1,000 in principal amount
of Senior Subordinated Notes tendered on or prior to 5:00 P.M.,
New York City time on Dec. 27, 2005.

The exchange offer and consent solicitation commenced on Dec. 7,
2005 and will expire at 5:00 P.M., New York City time, on Jan. 5,
2006, unless extended.

Copies of the offering documents related the exchange offer only
will be provided to holders who can demonstrate eligibility to
participate.  Subject to these limitations, copies of the offering
documents can be obtained by contacting U.S. Bank National
Association, the exchange agent, at (800) 934-6802.  MacKenzie
Partners, Inc., is the information agent for the exchange offer
and consent solicitation.  Additional information containing the
terms and conditions of the exchange offer and consent
solicitation may be obtained by contacting MacKenzie Partners,
Inc. at (212) 929-5500.

GFSI Inc. designs, manufactures and markets high quality, custom
designed sportswear and activewear bearing names, logos and
insignia of resorts, corporations, national associations, colleges
and professional sports leagues and teams.  GFSI custom designs
and decorates an extensive line of high-end outerwear, fleecewear,
polo shirts, T-shirts, woven shirts, sweaters, shorts, performance
apparel and headwear.  GFSI markets its products through its well-
established and diversified distribution channels.

                        *     *     *

Moody's Investors Service's rated the company's 9-5/8% Senior
Subordinated Notes due 2007 at Caa1.


GLOBAL EMPIRE: Section 341(a) Meeting is Scheduled for Tomorrow
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Global
Empire Investments & Holdings, LLC's creditors at 1:00 p.m., on
Jan. 5, 2006, at Suite 3401 located at 515 Rusk Avenue in Houston,
Texas.  This is the first meeting of creditors required under
Section 341(a) of the U.S. 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 Houston, Texas, Global Empire Investments &
Holdings, LLC, filed for chapter 11 protection on Dec. 6, 2005
(Bankr. S.D. Tex. Case No. 05-95389).  Richard L. Fuqua, II, Esq.,
at Fuqua & Keim, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million to $50 million.


GOODING'S SUPERMARKETS: Case Summary & 19 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Gooding's Supermarkets, Inc.
        dba Gooding's
        fdba Gooding's of Maitland, Inc.
        fdba Gooding's of Warehouse, Inc.
        fdba Gooding's Warehouse/Ogden Entertainment LC
        fdba Gooding's/Ogden/Ali LC
        8255 International Drive, Suite 120
        Orlando, Florida 32819

Bankruptcy Case No.: 05-17769

Type of Business: The Debtor operates a chain of supermarkets.

Chapter 11 Petition Date: December 30, 2005

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Gronek & Latham LLP
                  Post Office Box 3353
                  Orlando, Florida 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801

Total Assets: $1 Million to $10 Million

Total Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sysco                            Trade Debt            $123,197
200 West Story Road
Ocoee, FL 34761

George Weston Bakeries           Utility                $65,564
4116 Silver Star Road
Orlando, FL 32808

Walt Disney Attractions, Inc.    Commissions            $65,000
P.O. Box 470818
Celebrations, FL 34747

Chastang, Ferrell, Sims, P.A.    Accounting             $56,571
                                 Services

Insurance Office of America      Insurance              $55,577

Southern Wine & Spirits          Trade Debt             $53,056

Coca-Cola Bottling Co.           Trade Debt             $52,788

Pepsi-Cola Bottling Group        Trade Debt             $52,210

T.G. Lee Foods                   Rent                   $50,078

Farnam Street Financial, Inc.    Equipment Lease        $42,814

BP-RP Universal, LLC             Rent                   $40,557

Valencia Community College       Commissions            $39,631

Florida Power/Progress Energy    Utility                $37,835

Citicorp Vendor Finance, Inc.    Equipment Lease        $35,156

Dade Paper Company               Trade Debt             $34,234

The News Group                   Trade Debt             $32,778

Murray Biscuit Co. LLC           Trade Debt             $32,228

Del Monte Fresh Produce N.A.     Trade Debt             $28,838

Tropical Nut & Fruit Inc.        Trade Debt             $25,534


HANDEX GROUP: Gronek & Latham Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court Middle District of Florida in Orlando
gave Handex Group Inc., fka Handex Environmental Inc., permission
to employ Gronek & Latham, LLP, as its bankruptcy counsel, nunc
pro tunc to Nov. 23, 2005.

Gronek & Latham will:

   1) assist and advise the Debtors about their rights, duties
      and obligations in their chapter 11 cases;

   2) prepare on behalf of the Debtor, pleadings related to their
      chapter 11 cases, a proposed plan of reorganization and
      an accompanying disclosure statement;

   3) take all necessary actions incident to the proper
      preservation and administration of the Debtors' chapter 11
      cases; and

   4) render all other legal services to the Debtors that are
      necessary in their bankruptcy cases.

R. Scott Shuker, Esq., a partner at Gronek & Latham, is one of the
lead attorneys for the Debtor.  Mr. Shuker disclosed that his Firm
received a $180,385 retainer.

Until Apr. 24, 2006, the Firm may bill against the retainer on a
monthly basis for 100% of its costs and for 70% of its fees as
they accrue without further order but subject to final review and
approval by the Court.

Gronek & Latham assured the Court that it does not represent any
interest materially adverse to the Debtors and is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $10 million
to $50 million.


HANOVER INSURANCE: Closes $40 Mil. Sale of Variable & Annuity Biz
-----------------------------------------------------------------
The Hanover Insurance Group, Inc. (NYSE: THG) closed the
previously announced sale of its run-off variable life insurance
and variable annuity business to The Goldman Sachs Group, Inc., on
Dec. 30, 2005.  In conjunction with this closing, The Hanover also
has received approval from the Massachusetts Division of Insurance
for a dividend of $40 million from its retained life business,
First Allmerica Financial Life Insurance Company.

"I am pleased we have closed the previously announced life
transaction, monetizing the value of our life business and
enabling us to focus on our property and casualty business," said
Frederick H. Eppinger, president and chief executive officer of
The Hanover Insurance Group, Inc.  "The sale provides us with
greater financial flexibility and funding for our share repurchase
program."

Total proceeds are expected to be approximately $347 million,
based on an estimated purchase price calculated as of Nov. 30,
2005.  Total proceeds include the $40 million dividend from FAFLIC
and $17 million additional cash available from certain non-
insurance subsidiaries.  Also included is $26 million of expected
proceeds from the related Allmerica Investment Trust fund
reorganization and sale of the AIT funds' investment advisory
company, which is scheduled to close on Friday, Jan. 6, 2006.
Approximately $34 million of the total proceeds will be paid to
The Hanover over a three-year period beginning in 2006.

The final purchase price will be determined as of the Dec. 30,
2005 closing; accordingly, the total expected proceeds of
approximately $347 million will be modified to reflect adjustments
as of that date.  The impact of this final adjustment is not
expected to be material.

The transaction is expected to result in a net after-tax loss on
the sale that is projected to be approximately $457 million in
2005, primarily as the result of the write-down of non-cash
deferred acquisition cost assets.  The after-tax net loss will
also be modified to reflect the Dec. 30, 2005, closing
adjustments.

Additionally, as previously disclosed, the transaction will also
result in a net after tax loss that is projected to be $16 million
in 2006, related to transition services expenses and severance
costs.

                   Share Repurchase Program

As previously announced, the company's Board of Directors has
authorized a share repurchase program of up to $200 million funded
from the proceeds of the transaction.  This program is currently
expected to be substantially completed in the first half of 2006.

The Hanover Insurance Group, Inc., formerly know as Allmerica
Financial Corporation, is the holding company for a group of
insurance companies headquartered in Worcester, Massachusetts.

                        *     *     *

The Hanover Insurance Group, Inc.'s 7-5/8% notes due Oct. 15, 2025
carry Moody's Ba1 rating and Fitch's and Standard & Poor's BB+
ratings.


IAP WORLDWIDE: Names Jeffrey Fenton to Board of Directors
---------------------------------------------------------
IAP Worldwide Services, Inc., appointed Jeffrey J. Fenton,
director of Cerberus Capital Management, to the IAP Board of
Directors.

Mr. Fenton currently serves as chief executive and principal of
Devonshire Advisors LLC and is a senior member of Cerberus'
operations team.  He is the chairman of the board of Bluelinx
Corporation and has been a director of that company since June
2004.

"Jeff's expertise in the logistics and distribution industries
will be a key asset as IAP continues to execute its successful
growth strategy," said Dave Myers, chairman of the IAP Board of
Directors.  "Jeff brings to the board a wealth of knowledge and
dedication to IAP's work as a top-tier Government services
contractor."

From 2000 until 2002, Mr. Fenton served as CEO of Maxim Crane
Works.  Prior to that time, he held positions of increasing
responsibility over a twenty-year career with General Electric,
culminating in the role as the chief executive officer of GE
Capital Modular Space and an officer of GE Capital Corporation.

Mr. Fenton received a B.S. in Mechanical Engineering from
Northeastern University and a M.S. in Management from MIT Sloan
Business School, where he was a Sloan Fellow.

IAP Worldwide Services, Inc. -- http://www.iapws.com/-- is a
premier government contractor providing a broad spectrum of
services focused on global mission support for the federal market.
The company specializes in three top-tier lines of business:
contingency, logistics and procurement support; facility
maintenance/base operations; and technical services.  With
Corporate Operations headquartered in Cape Canaveral, FL, IAP also
has corporate offices in Irmo, S.C.; Panama City, FL; and
Washington, D.C.; and project sites in over 50 locations
worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on IAP Worldwide Services Inc.

At the same time, Standard & Poor's affirmed its 'B+' bank loan
rating and the '2' recovery rating on IAP's proposed $490 million
first-lien credit facility.  S&P also affirmed its 'B-' bank loan
rating and '5' recovery rating on IAP's proposed $120 million
second-lien term loan.  S&P said the outlook is negative.

As reported in the Troubled Company Reporter on Dec. 23, 2005,
Moody's adjusted the ratings assigned on December 6, 2005 to IAP
Worldwide Services, Inc. in response to changes in its proposed
capital structure.  IAP has announced an incremental increase of
approximately $65 million to the proposed first lien term loan B.
Despite a proposed decrease in total debt with an approximately
$105 million permanent reduction in the proposed second lien term
loan and a reduction in the proposed dividend to $146 million from
$186 million, the B2 corporate family rating is unchanged (refer
to the Moody's press release dated December 6, 2005 for details of
the original proposal and ratings rationale).

Moody's took these rating actions:

    * $75 million (originally $100 million) proposed first lien
      revolver, maturing 2010, lowered to B2 from B1

    * $415 million (originally $350 million) proposed first lien
      term loan, due 2012, lowered to B2 from B1

    * $120 million (originally $225 million) proposed second lien
      term loan, due 2013, raised to B3 from Caa1

    * Corporate Family Rating, affirmed B2

Moody's said the ratings outlook is stable.


INTEGRATED HEALTH: Inks Stipulation Resolving Maura Rocha's Claim
-----------------------------------------------------------------
On August 28, 2000, Maura E. Rocha filed Claim No. 11383 against
Integrated Health Services, Inc., and its debtor-affiliates,
asserting an unliquidated amount on the basis of personal injury
or wrongful death.

The parties have contemplated that the Rocha Claim will be
liquidated in a court of competent jurisdiction and, if allowed,
may be satisfied in whole or in part by available insurance.
Thus, if the Rocha Claim is satisfied by insurance, Ms. Rocha will
not be entitled to any distributions from IHS Liquidating LLC, and
if the Rocha Claim is partially satisfied by insurance,
Ms. Rocha's distributions will be reduced, all as provided more
fully in the IHS Plan.

The parties have agreed to amend the Rocha Claim to reflect its
maximum amount, it being understood that the Rocha Claim remains
disputed and subject to proceedings before another court.

In a Court-approved stipulation, the parties agree that the Rocha
Claim is deemed to be amended to reflect that it is a prepetition
Disputed Tort Claim in an amount not to exceed $500,000.

If the Rocha Claim is satisfied by insurance, Ms. Rocha will file
a notice withdrawing the Claim with the U.S. Bankruptcy Court for
the District of Delaware within 30 days after satisfaction.

If the Rocha Claim is reduced to final judgment by a court of
competent jurisdiction, but is not fully satisfied by insurance,
Ms. Rocha will notify IHS Liquidating within 30 days after the
later of:

    (i) the date of the entry of the final judgment; and

   (ii) the date Ms. Rocha receives notice that the insurance
        proceeds will not be available to satisfy her claim.

Upon receipt of the Notice, the parties will enter into a new
stipulation, without the need for further Court approval,
establishing the allowance of the Rocha Claim as a general
unsecured in an amount to the lesser of:

    (a) $500,000; and

    (b) the amount of the Rocha Claim, if any, as fixed by the
        final judgment, that has not been satisfied by insurance.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants Amended Salaried Retirees Agreement Okayed
-----------------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates reached agreements with the Official Committee
of Salaried Retirees, the United Steel Workers of America and
certain other unions regarding modifications to the Debtors'
retiree medical obligations, termination of their defined-benefit
pension plans and implementation of replacement defined
contribution plans, and rejection of their collective bargaining
agreements to remove the contractual bar to restructuring their
liabilities.

The Debtors engaged in talks with the Retirees Committee to amend
and restate the Legacy Liability Agreements in anticipation of the
confirmation of the Debtors' Second Amended Joint Plan of
Reorganization, to make technical corrections, incorporate certain
previously agreed-upon modifications, accurately reflect the
current status of the agreement, and more fully formalize the
parties' agreement.

The principal terms of the Amended and Restated Agreement are:

   (a) All existing plans, funds and programs maintained or
       established by the Debtors, prior to February 12, 2002,
       that provide medical, surgical, prescription drugs,
       hospital care benefits, or benefits in the event of
       sickness, accident, disability, or death for the Salaried
       Retirees will be terminated;

   (b) The Debtors agree that the termination of Retiree Benefits
       on May 31, 2004, was a one-time bankruptcy-qualifying
       event under the Consolidated Omnibus Budget Reconciliation
       Act of 1985, as amended;

   (c) Eligible participants who elected bankruptcy-COBRA
       coverage during the time period specified by the Debtors
       in 2004 will be entitled to participate in the KACC
       Employees Group Insurance Program for Active Employees;

   (d) Nothing in the Amended and Restated Agreement will
       abridge the right of any individual to exercise his or her
       18-month or 36-month statutory COBRA rights;

   (e) The Debtors will not at any time declare or otherwise
       treat any Salaried Retiree as ineligible for or
       disqualified from receiving any of the COBRA benefits or
       coverage described in the Amended and Restated Agreement,
       on the basis that the Salaried Retiree has received or is
       entitled to receive any distribution or other benefit from
       the voluntary employees' beneficiary association created
       for the benefit of Salaried Retirees;

   (f) The Debtors made an initial $200,000 advance for the
       benefit of the Salaried Retirees' VEBA in June 2004 and
       have made monthly VEBA advances of $300,000 per month from
       June 2004 through the present date, which advances will
       be credited against any cash obligations of the Debtors
       upon the effective date of the Plan;

   (g) The Debtors will make a contribution to the Salaried
       Retirees' VEBA equal to 14.5% of the excess of the Initial
       Availability Amount above $50,000,000; provided, however,
       that in no event will the contribution be more than the
       Salaried Retirees' allocable share of $36,000,000;

   (h) The Debtors will make a variable contribution under the
       Retiree Insurance Profit Sharing Plan; and

   (i) The Debtors will contribute the Residual Value of KACC
       and Kaiser Bellwood to the Salaried Retirees' VEBA.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Amended and Restated Agreement.

The Debtors explain that the proposals they made to the Retiree
Committee were based on the most complete and reliable information
available at the time.  The Debtors provided the Committee with
relevant information necessary to evaluate the proposals.
According to the Debtors, the proposals were necessary to
formulate a Chapter 11 plan of reorganization and were designed to
ensure that all creditors, the Debtors and all affected parties
were treated fairly and equitably.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Wants $12.9-Mil Westport Settlement Pact Approved
------------------------------------------------------------------
In May 2000, Kaiser Aluminum & Chemical Corporation instituted an
insurance coverage action against certain insurers, including
Westport Insurance Company, in the Superior Court of California
for the County of San Francisco.  KACC seeks a declaratory
judgment that the Insurers under more than 300 insurance policies
issued from 1959 to 1985 are obligated to cover the asbestos-
related bodily injury products liability claims that have been
asserted against KACC.  The Products Coverage Action also seeks
damages for breach of contract and breach of the covenant of good
faith and fair dealing against several of the Insurers.

The Products Coverage Action, if successful, would establish
KACC's rights, and the Insurers' obligations, with respect to the
Asbestos Products Claims and would allow KACC to recover its costs
from the Insurers in connection with the defense and settlement of
the Asbestos Products Claims.

Westport provided excess insurance coverage to KACC from 1976 to
1983.

KACC and Westport have reached a settlement that resolves all
claims against the Westport Parties with respect to the Westport
Policies, including coverage for Channeled Personal Injury
Claims, as well as other present and future liabilities.  The
Settlement Agreement also resolves all Tort Claims against the
Westport Parties with respect to additional policies.

The principal terms of the Settlement Agreement are:

   (1) Westport will pay a total of $12,900,000, according to a
       payment schedule, to a Settlement Account Agent, unless
       the trigger date has occurred, in which case to the
       Insurance Escrow Agent for distribution to the Funding
       Vehicle Trust.  After the Trigger Date has occurred,
       payments to the Settlement Account Agent will be
       disbursed to the Insurance Escrow Agent for distribution
       to the Funding Vehicle Trust, or as otherwise directed by
       the Court.  Upon the payment of the Settlement Amount to
       the Insurance Escrow Account, legal and equitable title to
       the Settlement Amount will pass irrevocably to the
       Insurance Escrow Agent to be distributed pursuant to the
       Debtors' Plan of Reorganization;

   (2) Westport has specifically contracted, for itself and for
       the Westport Parties, to receive all of the benefits of
       being designated as a Settling Insurance Company in the
       Plan of Reorganization, including, but not limited to, the
       PI Channeling Injunctions;

   (3) The Settlement Agreement covers all claims that might be
       covered by the Policies.  Accordingly, KACC will sell the
       Policies back to Westport, and Westport will buy back the
       Policies pursuant to Sections 363(b) and 363(f) of the
       Bankruptcy Code free and clear of all liens on, claims
       against, or interests in the Policies.  Westport's payment
       of the Settlement Amount will constitute consideration for
       the buy-back; and

   (4) The Settlement Agreement covers all claims that might be
       covered by the Policies.

A full-text copy of the Debtors' Settlement Agreement with
Westport is available for free at:

   http://bankrupt.com/misc/Westport_Settlement_Agreement.pdf

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that the Settlement Agreement will:

    -- eliminate KACC's continuing costs of prosecuting the
       Products Coverage Action against Westport;

    -- eliminate uncertainty regarding future payments by
       Westport; and

    -- secure the payment of a total fixed amount from Westport
       without further delay and cost to KACC.

Ms. Newmarch notes that the $12,900,000 purchase price is fair and
reasonable consideration for the Policies given the available
limits of the Policies and uncertainty regarding future payments.
It also brings immediate value to KACC's estate to cover present
and future asbestos-related liability.

Hence, the Debtors ask the Court to approve the Settlement
Agreement and authorize the sale of the Policies to Westport free
and clear of all liens, claims, encumbrances or other interests.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KEY TECHNOLOGY: Files Annual Report & Restates Previous Financials
------------------------------------------------------------------
Key Technology, Inc. (Nasdaq:KTEC) filed its Annual Report on Form
10-K for its fiscal year ended Sept. 30, 2005.

                     Financial Adjustments

Grant Thornton LLP identified certain proposed adjustments in the
company's financial statements for the year ended Sept. 30, 2005,
in the course of completing its audit procedures.  Upon
considering this information, the Company's management
subsequently determined that adjustments relating to lease
accounting also affected the Company's interim financial
statements for the quarters ended March 31, 2005, and June 30,
2005.  In addition, management and Grant Thornton identified
certain adjustments that resulted in changes to the amounts
previously disclosed in the Company's earnings press release for
fiscal 2005.

The principal adjustments -- all of which are non-cash and are
related to non-recurring transactions -- that will give rise to
the restatement of the quarterly financial statements and
adjustments to the previously reported preliminary unaudited
financial results were:

   -- Accounting for Lease Termination.  The Company incorrectly
      reversed deferred rent credits in connection with the
      termination of the lease of one of the Company's operating
      facilities.  The Company had been reducing the deferred rent
      credits over the remaining term of the expiring lease
      beginning in the second quarter of fiscal 2005 and
      continuing through the end of fiscal 2005.  The correction
      of this reversal in connection with the year-end closing
      resulted in a reduction of annual net earnings of $360,000
      before income taxes as compared to the amount reported by
      the Company in its earnings press release dated Nov. 3,
      2005.

   -- Expiration of Redeemable Warrants.  The financial
      information reported in the Company's earnings press release
      on Nov. 3 incorrectly reflected a gain of $127,000 before
      income taxes relating to the expiration of certain
      redeemable warrants that expired in the fourth quarter of
      fiscal 2005.  In connection with the year-end closing, the
      liability relating to the redeemable warrants was
      reclassified to equity as of the expiration date of the
      warrants.

The recognition of these accounting adjustments will result in
aggregate adjustments to the amounts previously disclosed in the
Company's earnings release for fiscal 2005, dated Nov. 3, 2005, as
follows (in thousands, except per share data):

   -- decrease in gross profit from $31,667 to $31,307;

   -- decrease in earnings before income taxes from $4,081 to
      $3,593;

   -- decrease in net earnings from $3,003 to $2,691;

   -- decrease in net earnings per share-basic from $0.59 to
      $0.53;

   -- decrease in net earnings per share-diluted from $0.58 to
      $0.52; and

   -- increase in total assets from $57,486 to $57,527 and
      decrease in total shareholders' equity from $40,656 to
      $40,471.

                     Financial Restatements

On Dec. 21, 2005, management met with the Audit Committee of the
Board of Directors to discuss these adjustments.  The Audit
Committee concurred with management's determination to restate the
Company's previously issued interim financial statements for the
quarters ended March 31, 2005 and June 30, 2005.  The Company's
Audit Committee and management discussed this determination with
Grant Thornton.  Accordingly, investors should no longer rely on
the Company's previously issued financial statements for the
quarters ended March 31, 2005, and June 30, 2005.

The Company expects that the restatement of the quarterly
financial information will result in:

   -- a reduction of earnings before taxes of $164,000 and $98,000
      in the quarters ended March 31, 2005, and June 30, 2005,
      respectively;

   -- a reduction of net earnings of $105,000 and $63,000 in the
      quarters ended March 31, 2005, and June 30, 2005,
      respectively; and

   -- a reduction in diluted earnings per share of $0.02 and $0.01
      in the quarters ended March 31, 2005, and June 30, 2005,
      respectively.

In addition, the Company previously reported a fourth quarter
fiscal 2005 warranty charge of $325,000.  The Company has
concluded that this item is more appropriately characterized as a
product performance issue which will be settled through sales
price reductions on future product purchases by the affected
customer.

                      Material Weakness

As a result of these changes, the Company also disclosed in its
Form 10-K a material weakness in its internal controls as a result
of the aggregation of significant deficiencies related to the
documentation of accounting guidance applicable to significant
non-recurring events and transactions, and significant
deficiencies in reconciliation procedures and policies related to
the Company's monthly closing processes.  The Company is adopting
remediation steps to address these concerns.

Headquartered in Walla Walla, Washington, Key Technology, Inc.,
designs and manufactures process automation systems for the food
processing and industrial markets.  The Company's products
integrate electro-optical inspection and sorting, specialized
conveying and product preparation equipment, which allow
processors to improve quality, increase yield and reduce cost.
Key has manufacturing facilities in Washington, Oregon and the
Netherlands, and worldwide sales and service coverage.


LAWRENCE WOOD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtors: Lawrence R. Wood and Vickie T. Wood
         P.O. Box 446
         Varnell, Georgia 30756

Bankruptcy Case No.: 06-40004

Chapter 11 Petition Date: January 2, 2006

Court: Northern District of Georgia (Rome)

Debtors' Counsel: James R. McKay, Esq.
                  Fuller & McKay
                  P.O. Box 6063
                  Rome, Georgia 30162-6063
                  Tel: (706) 295-1300

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


LEGACY ESTATE: Winston & Strawn Approved as Committee Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Legacy Estate Group, LLC's chapter 11 case sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of California to employ Winston & Strawn LLP as its bankruptcy
counsel.

Winston & Strawn will:

    (a) provide legal advice to the Committee with respect to its
        duties and powers in the chapter 11 case;

    (b) consult with the Committee and the Debtor concerning the
        administration of the Chapter 11 case;

    (c) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, operation of the Debtor's businesses, and the
        desirability of continuing or selling such businesses or
        assets, and any other matters relevant to the Chapter 11
        case or to the formulation of a plan;

    (d) assist the Committee in the evaluation of claims against
        the estate, including analysis of and possible objections
        to the validity, priority, amount, subordination, or
        avoidance of claims and/or transfers of property in
        consideration of such claims;

    (e) assist the Committee in participating in the formulation
        of a plan, including the Committee's communications with
        unsecured creditors concerning the plan and the collecting
        of and filing with the Court acceptances or rejections to
        such a plan;

    (f) assist the Committee with any effort to request the
        appointment of a trustee or examiner;

    (g) advise and represent the Committee in connection with
        administrative and substantive matters arising in the
        Chapter 11 case, including the obtaining of credit, the
        sale of assets, and the rejection or assumption of
        executory contracts and unexpired leases;

    (h) appear before the Court, any other federal court, state
        court or appellate courts; and

    (i) perform such other legal services as may be required and
        which are in the interests of the unsecured creditors.

The Debtor discloses that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $360 - $765
         Associates                    $225 - $470
         Legal Assistants              $105 - $230.

To the best of the Committee's knowledge, the Firm is a
"disinterest person" as that term is defined in Section 101(14) of
the Bankruptcy Code.

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 Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  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.


LEGACY ESTATE: Panel Hires MacConaghy as Winston's Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in The
Legacy Estate Group, LLC's chapter 11 case, sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of California to employ MacConaghy & Barnier, PLC, as Winston &
Strawn LLP's co-counsel.

MacConaghy & Barnier will:

    (a) investigate the acts, conduct, liabilities, and financial
        condition of the Debtor, the operation of the Debtor's
        business, and the desirability of the continuance of such
        business, and any other matters relevant to the case or to
        the formulation of a plan;

    (b) participate in the formulation of a plan of reorganization
        or advise the Committee concerning reorganization,
        conversion, or the appointment of a Chapter 11 Trustee or
        Examiner;

    (c) investigate potentially recoverable pre-petition and post-
        petition transfers and other litigation claims held by the
        estate, and participate in the prosecution of such
        litigation, if warranted; and

    (d) perform such other services as may reasonably be required
        by the Committee during the progression of the case.

John H. MacConaghy, Esq., and Jean Barnier, Esq., will be the lead
attorneys for the Committee.  Mr. MacConaghy bills $350 per hour
for his services while Mr. Barnier bills $225 per hour.

To the best of the Committee's knowledge, the Firm represents no
interest materially adverse to the Debtor's or its estate.

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 Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  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.


LEVEL 3: Completes WilTel Acquisition in Stock and Cash Deal
------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) completed its
acquisition of WilTel Communications Group, LLC.  As
consideration, Level 3 has paid Leucadia National Corporation
(NYSE: LUK) 115 million shares of Level 3 common stock and
$386 million in cash.

Pursuant to the purchase agreement signed by Level 3 and Leucadia
on Oct. 30, 2005, Level 3's cash consideration at closing was
increased from the previously announced amount of $370 million, to
reflect an improvement in WilTel's working capital and is subject
to adjustment based on the subsequent calculation of actual
closing date working capital.  Level 3 paid an additional
$100 million in consideration for $100 million in cash held by
WilTel at the time of closing.

"There is a unique and compelling fit between WilTel and Level 3,"
said James Q. Crowe, chief executive officer of Level 3.  "Because
of this and hard work by all involved, we have been able to close
this transaction ahead of schedule.  Through this process, we have
continued our analysis of the WilTel business and are confident in
the overall financial projections we provided at the time we
announced the definitive agreement.  We have also continued our
integration planning and we are extremely pleased with the
progress we have made leading up to the announcement."

                     Financial Projections

"We are reiterating our previously announced overall revenue and
cash flow projections for the acquisition," said Sunit S. Patel,
chief financial officer of Level 3.  "This transaction adds
substantial new revenue from high quality customers and creates
value from significant synergies resulting from elimination of
duplicative common resources and network infrastructure.  We
continue to expect the acquisition to add $1.5-1.6 billion in
revenue to our 2006 communications revenue which approximately
doubles the size of our existing communications business.

"While we recognize that the contribution from the AT&T (formerly
SBC) contract will diminish over time in accordance with their
contract with WilTel, we continue to expect that this transaction
will contribute approximately $50-90 million of incremental cash
flow in 2006 and $125-150 million of incremental cash flow
annually from 2007 onward.  We expect to provide more detail when
we announce our 2005 fourth quarter results in February 2006."
Integration costs are expected to be $100-150 million.

              Integration Planning and Execution

"The combination of Level 3 and WilTel unites two leading
providers of communications backbone services to create what we
believe is the premier wholesale communications services provider
in the industry," said Kevin O'Hara, president and chief operating
officer of Level 3.

"Due to the unique strategic fit between the two companies and
Level 3's past integration experience, we remain confident in our
ability to successfully combine the businesses and conclude a
smooth transition for customers," continued Mr. O'Hara.  "We
commenced integration planning immediately after signing the
definitive agreement in October, and we believe we are well
positioned for a smooth integration process in keeping with our
projected schedule.

"The transaction will significantly increase the size of Level 3's
communications business by increasing the scale of the company's
transport, IP and voice business.  In addition, broadening our
network capabilities will facilitate increased network reach by
adding 3000 additional route miles, access to 50 new markets and
improved responsiveness on high demand routes."

                           Vyvx

As a part of the transaction, Level 3 acquired the WilTel
subsidiary, Vyvx, LLC, the industry leader in gathering and
distributing broadcast quality live and non-live video for the
media and entertainment industry.

"We recognize the importance of Vyvx's customers and are committed
to ensuring they receive the highest quality service without
disruption," said Mr. O'Hara.

"We believe that Vyvx's expertise in transporting video combined
with its strong brand and customer relationships may create some
additional opportunities for Level 3 as the video transport market
evolves."

                 About Level 3 Communications

Level 3 Communications (Nasdaq: LVLT) is an international
communications and information services company.  The company
operates one of the largest Internet backbones in the world, is
one of the largest providers of wholesale dial-up service to ISPs
in North America and is the primary provider of Internet
connectivity for millions of broadband subscribers, through its
cable and DSL partners.  The company offers a wide range of
communications services over its 23,000-mile broadband fiber optic
network including Internet Protocol (IP) services, broadband
transport and infrastructure services, colocation services, and
patented softswitch managed modem and voice services.  Level 3 is
an industry leader in IP and VoIP services, which it provides to
cable operators, ISPs, carriers and others.  Level 3's E-911
service offering includes both fixed location and nomadic VoIP E-
911 capabilities, supporting an FCC-compliant E- 911 solution for
interconnected VoIP providers.

The company offers information services through its subsidiary,
Software Spectrum -- http://www.softwarespectrum.com/-- and
fiber-optic and satellite video delivery solutions through its
subsidiary, Vyvx -- http://www.vyvx.com/


MERIDIAN AUTOMOTIVE: Wants BDO Seidman as Auditor
-------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
permission from the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ BDO
Seidman, LLP, nunc pro tunc to Dec. 1, 2005, to provide accounting
and auditing services in accordance with the terms of an
engagement letter, as well as to provide tax services in
accordance with a separate engagement letter.

Meridian President and Chief Executive Officer Richard E. Newsted
relates that in the ordinary course of business, the Debtors
require the services of seasoned and experience accountants and
auditors that are familiar with:

    (i) the Debtors' businesses and operations;
   (ii) the automotive industry in general; and
  (iii) the Chapter 11 process.

Based on BDO's experience in providing audit and accounting
services for a number of manufacturing companies, including
automotive and heavy truck original equipment manufacturing
companies as well as second tier suppliers, the Debtors believe
that the firm has a unique understanding of the significant
challenges affecting the Debtors and the automotive supply
industry in general, and is well suited and qualified to perform
the services for which it is to be employed, as necessary to the
effective and efficient administration of the Debtors' cases.

BDO will audit the Debtors' consolidated financial statements for
the fiscal year ending Dec. 31, 2005.  In addition, the firm
will:

    (a) review the Debtors' U.S., Canadian and Brazilian federal
        corporate tax returns;

    (b) perform quarterly review services on, among others, three
        quarterly financial statement reviews for the fiscal year
        2006;

    (c) prepare expatriate tax returns for the Debtors' employees;

    (d) prepare Forms 5500 and audits of the Debtors' Qualified
        Employee Benefit plans for years ending 2002, 2003, 2004
        and 2005;

    (e) perform tax analysis and render advice concerning tax
        impacts of the Debtors' bankruptcy;

    (f) perform tax analysis and render advice concerning tax
        credits and state and local taxes;

    (g) provide tax structuring advice to the Debtors related to
        discrete vendor supply arrangements;

    (h) provide other tax advice at the Debtors' behest; and

    (h) render other accounting and financial reporting advice at
        the Debtors' request.

The Debtors and BDO estimate the professional fees associated
with the 2005 Audit to total $210,000.  The Debtors will pay the
Estimated Audit Fee in three installments:

        Date                            Fee Amount
        ----                            ----------
        January 15, 2006                   $60,000
        January 31, 2006                   100,000
        February 15, 2006                   50,000

The professional fees associated with the 2005 Expatriate Tax
Return Services is estimated to total $25,000.  The Debtors
intend to pay the Estimated Expatriate Return Fee in four
installments:

        Date                            Fee Amount
        ----                            ----------
        January, 2006                      $10,000
        February, 2006                       5,000
        March, 2006                          5,000
        April, 2006                          5,000

In addition, the Debtors will also pay BDO a flat fee for
other services contemplated under the Engagement Letters,
including:

    (1) reviewing the U.S. 2005 federal income tax return --
        $15,000; and

    (2) reviewing the Canadian 2005 federal income tax return --
        $5,000.

In sum, the Debtors propose to pay a $255,000 total flat fee.

The Flat Fee, Mr. Newsted clarifies, does not cover any
additional services the Debtors may request, including tax
consulting or auditing their employee benefit plans.  These
additional services will be billed at these hourly rates, as
adjusted periodically:

        Partners                       $425 - $500
        Managers/Directors             $225 - $300
        Associates/Sr. Associates      $125 - $175

To reduce the expense to the Debtors' Chapter 11 estates, BDO
plans to utilize employees of BDO Trevisan Auditores
Independentes and BDO Dunwoody, LLP, to perform certain auditing
procedures, including inventory test counts and inventory price
testing at certain of the Debtors' Brazilian and Canadian
locations in connection with the 2005 Audit and potentially other
services as well.

"The Debtors' Brazilian subsidiary is not a debtor in this or any
other bankruptcy case," Mr. Newsted tells the Court.  BDO Brazil
will bill the Debtors' Brazilian operation directly for these
services:

    (1) $15,000 for limited agreed upon auditing procedures at the
        Brazil operation; and

    (b) $5,000 for reviewing the Brazilian 2005 federal income tax
        return.

To ensure that the BDO Foreign Affiliates are disinterested, each
of them have executed an affidavit certifying that they do not
represent or hold any interest adverse to the Debtors or their
estates.

William J. Coyne, a partner at BDO, assures the Court that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

                   Dispute Resolution Procedures

The Debtors and BDO have agreed that any dispute, controversy, or
claim arising in connection with the performance or breach of the
Engagement Letters or the terms of the firm's employment, which
cannot be resolved by facilitated negotiations, will be settled
by arbitration governed by the provisions of the Federal
Arbitration Act in the city in which the BDO office providing the
relevant services exists.

If a court of competent jurisdiction determines the FAA as
inapplicable, the laws of the United States will govern the
arbitration.

In any arbitration instituted, the proceedings will proceed in
accordance with the Arbitration Rules for Professional Accounting
and Related Disputes of the American Arbitration Association.
The arbitration will be conducted before a panel of three
persons, one chosen by each party and the third selected by the
two party-selected arbitrators.  The arbitration panel will have
no authority to award non-monetary or equitable relief, and
monetary award will not include punitive damages.

The award issued by the arbitration panel may be confirmed in a
judgment by any federal or state court of competent jurisdiction.

Accordingly, the Debtors also ask the Court to approve the
Dispute Resolution Procedures.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until May 25 to Decide on Leases
-----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to further extend the deadline within
which they must assume, assume and assign or reject unexpired non-
residential real property leases, through and including May 25,
2006, without prejudice to their right to seek further extensions
for cause.

The Debtors are parties to 12 Non-Residential Real Property
Leases:

    Lessor                            Location
    ------                            --------
    Etkin Equities                    2001 Centerpointe Parkway
                                      Suite 112
                                      Pontiac, Michigan

    DEMBS/ Roth Group                 4280 Haggerty Road
                                      Canton, Michigan

    Ford Motor Land Development Corp. 550 Town Center Drive
                                      Dearborn, Michigan

    GR Glen LLC                       3196 Kraft Ave., S.E.
                                      Grand Rapids, Michigan

    Insite Angola, L.L.C.             300 Growth Parkway
                                      Angola, Indiana

    Communite Improvement Corp.       1020 E. Main Street
                                      Jackson, Ohio

    L.E. Tassel, Inc.                 3075 Brenton Road, S.E.
                                      Grand Rapids, Michigan

    Meri (NC) LLC                     6701 Stateville Blvd.
                                      Salisbury, North Carolina

    North-South Properties LLC        747 Southport Drive,
                                      Shreveport, Louisiana

    P&E Realty Inc.                   13811 Roth Road
                                      Grabill, Indiana

    Rushville Manufacturing Mall
    Land Trust # 101                  1350 Coomerce Street
                                      Rushville, Indiana

    Westfield Industrial Center       13881 West Chicago Street
                                      Detroit, Michigan

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, informs Judge Walrath that because the
Debtors' Chapter 11 cases are large and complex, they have not
had sufficient time to determine what role all of the Real
Property Leases will play in their ongoing restructuring efforts.

Mr. Brady further explains that if the Debtors are forced to
prematurely assume the Real Property Leases, the consequences
might include their being required to pay cure obligations under
the Real Property Leases and the elevation of lessor claims to
administrative expense status prior to confirmation of a plan of
reorganization.  "Conversely, if the Debtors precipitously reject
the Real Property Leases or are deemed to reject the Real
Property Leases by operation of section 365(d)(4) of the
Bankruptcy Code, they may forgo significant value in such Real
Property Leases, thereby resulting in the loss of valuable
property interests that may be essential to the Debtors'
reorganization."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Exits 30-Month Bankruptcy with $2 Billion Financing
----------------------------------------------------------------
Mirant Corporation (OTC Pink Sheets: MIRKQ) successfully emerged
from Chapter 11 bankruptcy protection on Jan. 3, 2006.  The
company has completed the steps necessary to cause its Plan of
Reorganization to become effective, including securing
$2.35 billion in exit financing.

"This is a major milestone for Mirant," said Edward R. Muller, the
company's chairman and chief executive officer.  "After 30 months
in the bankruptcy process, we have successfully restructured
Mirant to provide it with the financial flexibility necessary to
be a leader in the industry.  The talented employees of Mirant
will create tremendous value for our shareholders through
discipline, creativity and operational excellence."

Under its Plan of Reorganization, Mirant is converting more than
$6 billion of debt and liabilities into equity in the reorganized
company and will nearly halve its overall debt.

In accordance with the Plan of Reorganization, Mirant will issue
300 million shares of common stock to its creditors and existing
equity holders.  Additional shares will be reserved for issuance
pursuant to the company's employee stock programs, and for
issuance in connection with the Series A and Series B Warrants
being distributed under the Plan of Reorganization.  Mirant has
begun its initial distributions of common stock and cash provided
for in its Plan of Reorganization, and expects to complete these
initial distributions by the middle of January 2006.

The Company has applied for re-listing with the New York Stock
Exchange and expects to begin trading on Jan. 11, 2006, under the
ticker symbol MIR.

Mirant's U.S. and Canadian units filed for bankruptcy protection
on July 14, 2003, and various dates thereafter.  The company's
other international operations did not file for bankruptcy.

Subsidiaries of Mirant owning generating facilities and other
assets in New York state will remain in Chapter 11 proceedings
pending the resolution of certain matters with local authorities -
including property tax settlements and the capital expenditures
required for those facilities to continue to operate in future
years.

                          New Directors

With the company's emergence from bankruptcy, Mirant has a new
nine-member board of directors. The directors, in addition to
Edward R. Muller, are:

    * Thomas W. Cason,
    * A.D. Correll,
    * Terry G. Dallas,
    * Thomas H. Johnson,
    * John T. Miller,
    * Robert C. Murray,
    * John M. Quain and
    * William L. Thacker.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.


NATIONAL ENERGY: Attala Entities Hold $48.8-Mil Allowed Claims
--------------------------------------------------------------
As previously reported, National Energy & Gas Transmission, Inc.,
argued that the Attala Owner Entities' Claim Nos. 308, 629, 306,
628, 307 and 305 must be disallowed.

The Attala Owner Entities consist of:

   * BATCL-1987 II, Inc.,
   * Newcourt Capital USA, Inc.,
   * TCC Attala OL LLC, and
   * VCC Attala OL LLC.

NEG also argued that the claims filed by the Owner Participants
-- Claim Nos. 309 and 631, filed by VCC Attala OP LLC, and
Claim Nos. 304 and 630, filed by TCC Attala OP LLC -- must be
disallowed, or in the alternative, superceded by these claims in
their reduced amounts:

   -- Claim No. 631 for $6,085,505; and
   -- Claim No. 630 for $1,520,876.

Since the Attala Owner Entities offered little to no argument in
their response to NEG's assertions, the Hon. Paul Mannes sustains
the Objection to Claim Nos. 308, 629, 306, 628, 307 and 305.

With respect Claim Nos. 309, 631, 304 and 630, the U.S. Bankruptcy
Court for the District of Maryland overrules NEG's Objection in
part.

Judge Mannes points out that the tax indemnity agreement provides
that the Owner Participants are entitled to certain United States
federal, state and local income tax benefits.  Attala Generating
Company, LLC, also "agreed to indemnify the Owner Participant[s]
under certain circumstances for the loss of such benefits."

The tax indemnity agreement further provides that in certain
circumstances, Attala Generating will pay to the Owner
Participants a lump sum amount that "shall be sufficient to
preserve Owner Participant's Net Economic Return. . . ."

"The parties do not dispute that the foreclosure triggered Attala
Generating's obligation under the tax indemnity agreement to
indemnify the Owner Participants," Judge Mannes explains.  "Nor
do the parties disagree that by virtue of the indemnity
guarantee, NEG is liable to the Owner Participants as NEG
guaranteed Attala Generating's payments under the tax indemnity
agreement."

In determining how much is owed to the Owner Participants under
the tax indemnity agreement, Judge Mannes maintains that Attala
Generating will pay the Owner Participants a lump sum payment in
an amount sufficient to preserve the Owner Participants' "net
economic return."

Judge Mannes states that the term "net economic return" is not
defined in the tax indemnity agreement, but is defined in the
participation agreement.  The two agreements were entered into in
connection with the same transaction, and while the tax indemnity
agreement does not refer to the participation agreement, the
definition provided in the participation agreement should apply,
Judge Mannes says.

Per the participation agreement, "net economic return" is defined
as:

   "(a) the Owner Participant's anticipated net after-tax yield,
   calculated according to the multiple investment sinking fund
   method analysis, and (b) aggregate GAAP income and after-tax
   cash flow."

The Attala Owner Entities argued that using this formula, their
claims total $240,091,351.  They further argued that in the
alternative, if a discount rate is necessary, a rate of 2.58% is
appropriate, reducing the total amount of their claims to
$178,983,599.

NEG, on the hand, argued that the claims should be reduced to
cover actual lost tax benefits only.  NEG asserted that the Owner
Participants' claim should be subject to a 12% discount rate,
resulting in an aggregate of $48,753,903.

Based on NEG's argument regarding the risk involved with the
Owner Participants' investment, the Court accepts NEG's proposed
12% discount rate.

Accordingly, Judge Mannes rules that:

   -- Claim No. 631 is reduced and allowed for $39,003,123;

   -- Claim No. 630 is reduced and allowed for $9,750,780; and

   -- Claims Nos. 309 and 304 are disallowed as superseded by
      Claim Nos. 631 and 630.

            Owner Participants Seek Reconsideration

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, asserts that the Court must
reconsider its decision because the allowability and amount of
the Owner Participants' claims under the general indemnity
provisions of the Participation Agreement for fees and expenses
was not addressed.

The Court's Memorandum focuses only on the Owner Participants'
claims in the collective amount of $240,091,351 under the Tax
Indemnity Agreements, Mr. Butler says.

In their response to NEG's Objection, the Owner Participants
submitted evidence supporting their General Indemnity Claims.  As
of November 21, 2005, the GI Claims aggregated $2,186,867.

Mr. Butler points out that the Owner Participants clearly set
forth the legal and factual bases for the GI Claims in the papers
they filed with the Court.  The failure to include the GI Claims
in the overall allowed amount of the claims appears to be an
oversight as the Court made clear its view that the plain terms
of the relevant documents control.

The Owner Participants, hence, ask the Court to reconsider their
GI Claims and amend the Memorandum to fully include these Claims.

In addition, the Owner Participants ask the Court to reconsider
the discount rate applied in determining the amount of the Owner
Participants' claims under the Tax Indemnity Agreements.

The 12% discount rate proposed by the Debtors is a pre-tax
discount rate, Mr. Butler explains.  Applying a pre-tax discount
rate to the Owner Participants' claims for Net Economic Return is
the equivalent to applying a 19.74% discount rate to the Owner
Participants' pre-tax cash flows.  Based on the investment
profile, a 12% discount rate may be appropriate.  But if the 12%
discount rate is applied on a pre-tax basis to after-tax cash
flows of Net Economic Return, the Owner Participants will not
receive their negotiated after-tax return, even on a present
value basis.

Because the Court applied the plain language of the agreements in
arriving at its decision with respect to the Net Economic Return
claims, the Owner Participants believe that the Court should have
applied the 12% pre-tax discount rate, on an after-tax basis, to
the after-tax cash flows of Net Economic Return.

According to Mr. Butler, the 12% pre-tax rate is equivalent to a
7.29% after-tax discount rate.  Applying the 7.29% after-tax rate
to the after-tax cash flows results in a discounted amount of the
Owner Participants' Tax Indemnity Claims of $65,771,522.

The Owner Participants ask the Court to apply, on an after-tax
basis, 7.29% as the appropriate net discount rate.  This after-
tax discount rate approach, Mr. Butler says, is the correct one
and is more consistent with the Court's findings.

Mr. Butler emphasizes that the Owner Participants' allowed claims
aggregate $67,958,389, with:

   -- $65,771,522 relating to the tax indemnity claims; and
   -- $2,186,867 relating to the GI Claims.

The Owner Participants want a hearing and oral argument with
respect their request.

          NEG Objects to Attala's Reconsideration Request

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, asserts that there is no legal basis for the
Court to reconsider its decision.

The Court was clear in its opinion that it considered all 13
briefings on the matter and the arguments made at the hearing
before rendering its final decision, Mr. Shaffer maintains.

Attala intended to prevent manifest injustice and to clarify the
decisions reached in the Court's decision.  However, Mr. Shaffer
notes, Attala made no allegations that the Decision actually
results in manifest injustice and clarification is not a ground
on which to amend substantively a decision.

The Court was aware of and considered the general indemnity claim
in its Decision as the Court accurately summarized Attala's
position.  Just because the Court did not include a discussion on
the specifics does not mean it was not considered, Mr. Shaffer
points out.  Furthermore, even if the omission was an oversight
as Attala alleged, Attala presented no evidence or arguments as
to how the failure could have resulted in manifest injustice, Mr.
Shaffer says.

Other than the general indemnity issue, Mr. Shaffer notes that
Attala discussed only the issue of the appropriate discount rate
and again does not contend that the 12% discount rate applied by
the Court results in a manifest injustice.

In addition, Attala does not argue that the Court misapplied the
law or that the Court misunderstood the facts.  Attala simply
argued that a tax-affected discount rate should apply, ignoring
the fact that the Debtors argued in their Response that this is
not appropriate for an equity investment, and that the Court
adopted the Debtors' position.

Mr. Shaffer contends that Attala should not be permitted to
reargue a position that the Court rejected.

                           *     *     *

Judge Mannes denies Attala's Motion to Reconsider.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NOBEX CORP: Court Okays BMC Group as Claims and Noticing Agent
--------------------------------------------------------------
Nobex Corporation sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ BMC Group,
Inc., as its claims, noticing and balloting agent.

BMC Group is expected to:

    a. prepare and serve required notices in the Debtor's chapter
       11 case, including:

         (1) the Section 341(a) Notice;

         (2) bar date notice;

         (3) notice of hearings on a disclosure statement and
             confirmation of a plan of reorganization; and

         (4) other miscellaneous notices to any entities, as the
             Debtor or the Court may deem necessary or appropriate
             for an orderly administration of the chapter 11 case;

    b. file, within five business days after mailing of a
       particular notice, with the Clerk's Office a declaration of
       service that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was served
       and the date and manner of service;

    c. comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

    d. promptly comply with such further conditions and
       requirements as the Clerk's Office or Court may at any time
       prescribe;

    e. provide such other noticing, disbursing and related
       administrative services as may be required from time to
       time by the Debtor; and

    f. provide assistance with, among other things, certain data
       processing and ministerial administrative functions,
       including, but not limited to the Debtor's schedules,
       statements of financial affairs and master creditor list,
       including any amendment and if necessary, the
       reconciliation and resolution of claims.

The Debtor discloses that it will pay BMC Group a flat fee of
$15,000.

Tinamarie Feil, President of Legal Services at BMC Group, assures
the Court that the Firm is "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell, and Ben Hawfield, Esq., at
Moore & Van Allen PLLC, represent the Debtor in its chapter 11
proceedings.  When the Debtor filed for protection from its
creditors, it estimated between $1 million to $10 million in
assets and $10 million to $50 million in liabilities.


NOBEX CORP: Wants Morris Nichols as Bankruptcy Counsel
------------------------------------------------------
Nobex Corporation asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Morris, Nichols, Arsht &
Tunnell as its bankruptcy counsel.

Morris Nichols is expected to:

    (a) perform all necessary services as the Debtor's co-counsel,
        including, without limitation, providing the Debtor with
        advice, representing the Debtor, and preparing all
        necessary documents on behalf of the Debtor in the areas
        of debtor-in-possession financing, corporate law, real
        estate, employee benefits, business and commercial
        litigation, tax, debt restructuring, bankruptcy and asset
        dispositions;

    (b) take all necessary action to protect and preserve the
        Debtor's estate during the Debtor's chapter 11
        proceedings, including the prosecution of actions by the
        Debtor, the defense of any actions commenced against the
        Debtor, negotiations concerning all litigation in which
        the Debtor is involved and objecting to claims filed
        against the estate;

    (c) prepare or coordinate preparation on behalf of the Debtor,
        as a debtor-in-possession, all necessary motions,
        applications, answers, orders, reports and papers in
        connection with the administration of the chapter 11 case;

    (d) counsel the Debtor with regard to its rights and
        obligations as a debtor-in possession; and

    (e) perform all other necessary legal services.

The Debtor discloses that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $400 - $585
         Associates                    $220 - $380
         Paraprofessionals                 $165
         Case Clerks                       $100

Derek C. Abbott, Esq., is the lead attorney for the Debtor.

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  When the Debtor filed for
protection from its creditors, it estimated between $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.


NOBEX CORP: U.S. Trustee Appoints Three-Member Creditors' Panel
---------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Nobex
Corporation's chapter 11 case:

    1. Cardinal Health
       Attn: Matthew P. Berry
       14 Schoolhouse Road,
       Somerset, New Jersey 08873
       Tel: (732) 537-6552
       Fax: (732) 537-5940

    2. American Peptide Company, Inc.
       Attn: David Andrew Godkin
       777 Evelyn Avenue
       Sunnyvale, California 94086
       Tel: (408) 733-7604
       Fax: (408) 733-7603

    3. Biomedical Technology Consulting
       Attn: Frank J. Daugherty, MD
       10308 Rockbrook Road,
       Omaha, Nebraska 60124
       Tel: (402) 393-3034
       Fax: (402) 393-2521

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

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell, and Ben Hawfield, Esq., at
Moore & Van Allen PLLC, represent the Debtor in its chapter 11
proceedings.  When the Debtor filed for protection from its
creditors, it estimated between $1 million to $10 million in
assets and $10 million to $50 million in liabilities.


NORTHWEST AIRLINES: Giving Up Fifteen Excess Aircraft Leases
------------------------------------------------------------
Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that Northwest Airlines Corp. and its debtor-
affiliates have identified 15 aircraft leases that, under existing
lease terms, are not beneficial to their estates.  The Excess
Aircraft are essentially new airframes and engines that the
Debtors acquired on lease and subsequently subleased to Pinnacle
Airlines Corp. in the 15-month period prior to the Petition Date.

A full-text, tabulated list of the Excess Aircraft Leases is
available for free at:

   http://bankrupt.com/misc/northwestexcessaircraft[3].pdf

Accordingly, the Debtors seek Judge Allan Gropper's authority to:

   -- reject the leases for the Excess Aircraft; and

   -- abandon the owned Excess Aircraft, subject to secured
      debt obligations.

The Debtors assure the Court that upon approval of the proposed
rejection, they will deliver each of the Excess Aircraft to the
concerned lessor and lender at the indicated locations.

To the extent that any of the Excess Aircraft is subleased out to
their regional carriers, the Debtors also propose to reject the
subleases.

The Debtors assure the Court that they will cooperate with the
lessors and lenders and other affected parties in the execution
and delivery of lease termination statements and title transfer
documents in a form adequate for filing with the FAA.

                     Aircraft Parties Object

A. HMRC and U.S. Bank

Her Majesty in Right of Canada and U.S. Bank National Association
complain that the Debtors' proposed order for the Third Rejection
Motion fails to conform to the negotiated provisions of the
Court's earlier orders pertaining to rejection and abandonment
of aircraft.

HMRC is a lender with respect to aircraft financing or leasing
transactions in connection with the Excess Aircraft.  U.S. Bank
is the Indenture Trustee with respect to the Excess Aircraft.

Wilbur F. Foster, Jr., Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in New York, asserts that these provisions should be
incorporated in the proposed order approving the Third Rejection
Motion:

   (1) The Debtors are required to maintain current insurance on
       the Excess Aircraft and comply with applicable FAA
       regulations concerning the maintenance and operation of
       the Aircraft, and not swap engines or other parts, except
       in the ordinary course of maintenance or to return an
       Aircraft with its associated engines;

   (2) In the event the lessor, lender or other affected party is
       unable to move an Excess Aircraft due to a failure by the
       Debtors to deliver the records and documents as are
       necessary for the lessor, lender or other affected party
       to cause the aircraft to be moved to another location, the
       Excess Aircraft Coverage Period will be extended to the
       earlier of (i) the date that is 15 days after the Debtors
       deliver the necessary documentation or (ii) the date the
       lessor, lender or other affected party takes possession of
       the Aircraft;

   (3) The Debtors are permitted to assume a sublease and assign
       a sublease and certain warranties or similar manufacturer
       benefits at the request of a lessor, lender or other
       affected party, and to provide that assigned warranties
       will remain in full force and effect as if the warranties
       remain held by the Debtors; and

   (4) The term "administrative expense claim" includes claims
       for rent, use, or adequate protection.

Moreover, HMRC and U.S. Bank object to the Debtors' proposal to
relinquish possession of the Excess Aircraft at "to be
determined" locations.  Mr. Foster explains that, because the
Debtors failed to identify the Aircraft's current location or
where they will be relinquished, they cannot determine whether
the proposed rejection is reasonable and complies with the
requirements of Section 1110 of the Bankruptcy Code.

HMRC and U.S. Bank also demand that the Debtors' insurance and
storage obligations continue:

   (a) until 30 days after the effective date of rejection; or

   (b) until after the complete aircraft equipment and documents
       are actually surrendered to the appropriate aircraft
       creditors.

B. Wells Fargo

Wells Fargo Bank Northwest, National Association, serves as owner
trustee and Wells Fargo Bank, National Association, serves as
owner participant to the Excess Aircraft.  The Debtors acquired
the Excess Aircraft on lease and subsequently subleased the
aircraft to Pinnacle Airlines Corp., in the 15-month period
preceding the Petition Date.

Ann E. Acker, Esq., at Chapman and Cutler LLP, in Chicago,
Illinois, notes that, without any support, the Debtors merely
allege to the Court that the Excess Aircraft Leases are above
market for similar aircraft and have no value unless
renegotiated.  Ms. Acker contends that this assertion is
contradicted by the treatment under Section 1110(a) of the
Bankruptcy Code of aircraft leases with the Goldman Sachs Group,
Inc.; Wachovia Bank, National Association; and General Electric
Capital Corporation, some of which may actually be on less
favorable terms than the Excess Aircraft.

Yet, the Debtors didn't state whether they attempted to
renegotiate the Excess Leases, let alone indicate how the Excess
Leases differ in their terms from the identical leases for the
Goldman Aircraft, which are not being rejected, Ms. Acker states.
She adds that the Debtors only recently acquired the Excess
Aircraft, some as late as August 2005, which clearly is
indicative of current market value.  The Debtors did not explain
why they have retained countless other virtually identical planes
or what makes the Excess Aircraft "excess" to their operations.

Ms. Acker also argues that the Debtors should only be allowed the
return of the Excess Aircraft in accordance with Section 1110 and
the terms of the related financing documents.  Among other
things, the financing documents require that on return:

   (a) the airframes must be fully equipped with the original
       engines;

   (b) the airframes and engines must be certified as an
       airworthy aircraft by the FAA;

   (c) the airframes and engines must be in as good an operating
       condition as when delivered by the manufacturer to the
       Debtors, ordinary wear and tear excepted;

   (d) Wells Fargo must be allowed to inspect the Excess
       Aircraft; and

   (e) the Debtors maintain insurance on the aircraft in place
       and pay all storage costs at Debtors' expense, all as more
       particularly provided in the underlying documents.

C. Pinnacle

Pinnacle Airlines, Inc., operates and subleases the Excess
Aircraft from the Debtors pursuant to an Airline Services
Agreement effective as of January 1, 2003, and various aircraft
subleases and other transactions.

Matthew R. Goldman, Esq., at Baker & Hostetler LLP, in Cleveland,
Ohio, tells the Court that, on November 1, 2005, at the Debtors'
request, Pinnacle paid the November payments on the Subleases in
advance.

Pinnacle made the payments in reliance on the Debtors'
representation that, on November 30, 2005, they would pay
Pinnacle an amount equal to the November Payment, plus
contractual margin and related payments in accordance with the
ASA, and that they would not reject the Sublease until the end of
November.  Mr. Goldman asserts that Pinnacle has a first priority
administrative claim against the Debtors with respect to those
payments under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy
Code.

Pinnacle reserves all of its rights under the Bankruptcy Code,
the ASA and applicable law, including, without limitation, its
right to receive full payment of the ASA Payment on November 30,
2005, and all future payments under the ASA in the ensuing
months.

                 Debtors Respond to Objections

In response to Wells Fargo, Bruce R. Zirinsky, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, argues that it is
neither a coincidence nor an act of capriciousness that the
rejected aircraft have a single owner because:

   (a) the Excess Aircraft Leases are above the current market;
       and

   (b) the selection was based on payment due dates and
       maintenance histories, and because it required the Debtors
       to perform the least number of engine exchanges to return
       the aircraft on time and with matching engines.

The selection was both efficient and cost effective, Mr. Zirinsky
attests.  Consequently, the Debtors' decision "withstands
scrutiny under the business judgment rule," he says.

Mr. Zirinsky also notes that the Court trashed previous requests
that the Debtors comply with the surrender and return conditions
stated in the applicable aircraft leases.

The Debtors refute Wells Fargo's allegations that they did not
engage in negotiations to reduce the costs associated with the
Excess Aircraft before deciding to reject the leases.

The Debtors admit that they did not negotiate with Wells Fargo,
which holds the equity interests in the Aircraft.  However, the
Debtors stress that they did engage in intensive negotiations
regarding the Aircraft with the holders of the debt, Her Majesty
Rights of Canada/Export Development Corporation of Canada and
Bombardier.  The Debtors believe that HMRC/EDC is the real party-
in-interest in the aircraft because it has an economic interest
in virtually the entire fleet of the aircraft type leased to
Pinnacle.

To accommodate HMRC and U.S. Bank's demands, the Debtors agree:

   (i) that the Excess Aircraft Coverage Period will be extended
       15 days after the Debtors deliver the necessary
       documentation related to the Aircraft, or the date the
       affected party takes possession of the Aircraft;

  (ii) to assume and assign a certain sublease and assign
       warranties or similar manufacturer benefits at the request
       of an affected party; and

(iii) that the term "administrative expense claim" is defined to
       include claims for rent, use, or adequate protection.

Mr. Zirinsky, however, argues that the proposal for the Debtors
to maintain insurance and comply with FAA regulations concerning
maintenance and operation of the Excess Aircraft is inapplicable
because the Aircraft have been parked since November 14, 2005,
and will remain parked.

As to U.S. Bank's objection regarding the non-disclosure of the
aircraft locations, Mr. Zirinsky notes that the Third Rejection
Motion does not place return conditions in issue.  He says that
the only issue is whether the Debtors' decision to reject the
specified aircraft leases should be approved.

Mr. Zirinsky also attests that none of the Excess Aircraft is in
the possession of a sublessee.

The Debtors dispute Pinnacle's assertion that it is entitled to
certain administrative priority claims against Northwest.  The
Debtors also notes that they did not seek any relief with respect
to Pinnacle or the ASA, or a determination regarding any claims
that Pinnacle may assert.  The Debtors reserve all rights with
respect this dispute.

Thus, the Debtors ask the Court to approve their Third Rejection
Motion and overrule all objections.

                          *     *     *

Judge Gropper authorizes the Debtors to reject the Excess
Aircraft Leases, and to abandon the Excess Aircraft that are
owned by the Debtors, effective as of November 29, 2005.

Judge Gropper rules that the Debtors are not required to comply
with the surrender and return provisions of the security
agreement or lease, as applicable, to the extent the return
conditions exceed the surrender and return obligations of Section
1110(c)(1).

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants Stay Enforced on ATSCC Entities
---------------------------------------------------------
On November 7, 2005, the Airport Terminal Services Canadian
Company commenced an action against Northwest Airlines, Inc., in
the Court of Queen's Bench of Alberta, Judicial District of
Calgary.  ATSCC filed the lawsuit after the Debtors refused to
pay C$462,349 for ground handling services rendered by ATSCC to
Northwest pursuant to a Standard Ground Handling Agreement
between the parties.

Under the Ground Handling Agreement, ATSCC and its parent
corporation, Airport Terminal Services, Inc., charge Northwest
specific rates for ground handling services.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, explains that due to the automatic stay, Northwest
did not remit the amount due to the ATS Entities for the services
rendered by ATSCC between July 16, 2005, and September 15, 2005,
at five airports in Canada.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   (i) enforce the automatic stay and bar the ATS Entities from
       commencing or continuing the Canadian Action and demanding
       payment on account of the prepetition services; and

  (ii) impose contempt sanctions and damages against each of
       the ATS Entities and their officers and directors for
       violation of the stay.

Mr. Petrick notes that the ATS Entities' commencement of the
Canadian Action violates Section 362(a)(1) of the Bankruptcy Code
and the Court's Automatic Stay Order.  An award of actual damages
and sanctions by contempt may be appropriate to remedy this
violation.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST: US DOT Says Maintenance Flaws Didn't Compromise Safety
-----------------------------------------------------------------
As previously reported, Aircraft Mechanics Fraternal Association
officials said that some union members who returned to work during
the current strike have left their jobs because of serious
concerns about maintenance safety at Northwest Airlines.

According to AMFA National Safety and Standards Director John
Glynn, "Two former strikebreakers who quit their jobs at Northwest
just within the past week told me that maintenance
practices there are still in such disarray that the situation
raises serious safety concerns they were unwilling to tolerate.

The United States Department of Transportation confirmed that
Northwest Airlines Corp. did not adequately train some replacement
workers for striking mechanics or follow a parts
procedure, Bloomberg News reports.

However, the Department said these two flaws did not compromise
safety.  Kenneth Mead, DOT inspector general, also said that the
inspectors for the Federal Aviation Administration did not follow
their own procedures in the maintenance oversight during the
Northwest strike, according to Bloomberg writer John Hughes.

The FAA noted the same flaws committed by Northwest in a report
on the investigation.  The FAA raised concerns that worker
training had not been effective and that a Northwest employee
failed to follow the company's procedures for processing parts.

The FAA also said it began an enforcement action regarding the
parts issue that may result in a fine, Bloomberg also reports.
FAA spokesperson Elizabeth Isham Cory said that Northwest has
corrected those problems.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Has Until April 12 to Decide on Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until April 12, 2006, the period within which O'Sullivan
Industries Holdings, Inc., and its debtor-affiliates can decide
whether to assume or reject their unexpired nonresidential real
property leases.

As reported in the Troubled Company Reporter on Nov. 30, 2005, the
Debtors are still in the process of analyzing the necessity of
their leases in connection with their development of a long-term
business plan and anticipate assuming or rejecting the Leases
pursuant to the Plan.  James C. Cifelli, Esq., at Lamberth,
Cifelli, Stokes & Stout, P.A., in Atlanta, Georgia, explains that
the Debtors' large and complex cases required them to expend a
tremendous amount of energy stabilizing their business and
addressing various operational concerns at these initial stages.
As a result, the Debtors have not yet completed a review of the
Leases.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Wants Removal Period Stretched to April 12
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
were involved in these legal proceedings and may be involved in
others as well:

   a. O'Sullivan Industries, Inc., is a co-defendant in a
      personal injury action entitled Dandurand v. O'Sullivan
      Industries, Inc., Case No. 05AR000305, pending in the
      Circuit Court, 18th Judicial Circuit of DuPage County,
      Illinois.  The action stemmed from an alleged injury caused
      by a product sold by the Debtors.  The plaintiff claims
      more than $75,000 in damages.

   b. The Debtors are defendants in a preference action in the
      Ames Department Stores, Inc., bankruptcy case, which was
      filed in the United States Bankruptcy Court for the
      Southern District of New York on August 20, 2001.  The
      Action, which was commenced on July 1, 2003, seeks recovery
      of about $2,000,000 in allegedly preferential transfers as
      well as interest and costs.

Section 1452 of the Judiciary Code provides that "a party may
remove any claim or cause of action in a civil action other than a
proceeding before the United States Tax Court or a civil action by
a governmental unit to enforce police or regulatory power, to the
district court for the district where such civil action is
pending, if such district court has jurisdiction of such claim or
cause of action under section 1334 of this title."

Rule 9027(a) of the Federal Rules of Bankruptcy Procedure provides
that if a claim or cause of action is pending when a bankruptcy
case is commenced, a notice of removal may be filed in the
bankruptcy court only within the longest of (A) 90 days after the
Petition Date.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the U.S. Bankruptcy Court for the
Northern District of Georgia that the Debtors have not reviewed
the actions pending against them to determine whether any should
be removed under Bankruptcy Rule 9027(a) because they have focused
primarily on:

   -- stabilizing their business;

   -- responding to a multitude of creditor inquiries and
      addressing a variety of creditor concerns; and

   -- working towards negotiating a potential consensual plan of
      reorganization.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Georgia to extend the deadline by which they
may remove causes of action, through and including
April 12, 2006.

Mr. Cifelli assures the Court that the Debtors' adversaries will
not be prejudiced by the extension, as they may not prosecute the
actions absent relief from the automatic stay.

In the event of removal, Mr. Cifelli further assures the Court
that the extension will not prejudice any party to a remand
pursuant to Section 1452(b).

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No.
05-83049).  On September 30, 2005, the Debtor listed $161,335,000
in assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFIC MAGTRON: Micro Tech Wants Claim Paid Before Confirmation
----------------------------------------------------------------
Adam P. Bowler, Esq., at Piper Rudnick Gray Cary US LLP asks the
U.S. Bankruptcy Court for the District of Nevada to compel Pacific
Magtron Inc. to pay its secured creditor, Micro Technology
Concepts Inc.

Micro Technology holds a security interest in the Debtor's
inventory, accounts, accounts receivable and cash.  MTC's
prepetition lien includes the Wells Fargo Restricted Account.

Micro Technology reminds the Court of the litigation commenced by
Pacific Magtron alleging breach of an interim management
agreement.  The parties settled the dispute and the Court approved
the terms of a settlement on Oct. 31, 2005.  Under the terms of
the agreement, Pacific Magtron acknowledged that Micro Technology
has a $679,846 claim against the bankruptcy estate.  Micro
Technology's claim, as stated in the agreement, is secured by all
of the cash in Pacific Magtron's accounts at Wells Fargo Bank and
Union Bank.

In its Disclosure Statement filed in August, the Debtor stated
that Micro Technology's claim will be paid after Wells Fargo's
claim is paid in full.  On October 28, 2005, the Court approved
the sale of the Debtor's property in Milpitas, Calif.  Upon the
closing of the sale of Pacific Magtron's real property, Wells
Fargo was paid in full.  However, Micro Technology has not
received the funds from the restricted funds contrary to what's
been agreed under the settlement agreement.

Micro Technology says it is the only party asserting a claim on
the account.  Since Pacific Magtron is not reorganizing, there's
no reason why it needs to withhold the restricted account until
its liquidating plan is confirmed, Micro Technology asserts.

The merits of the Debtor's Plan will be discussed at a hearing on
Jan. 24.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--  
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.


PASQUALE DEANGELIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pasquale DeAngelis
        dba P&G Getty
        dba P&G Gulf
        61 Spruce Street
        Paterson, New Jersey 07501

Bankruptcy Case No.: 06-10006

Type of Business: The Debtor is a service station operator.
                  The Debtor previously filed for chapter 11
                  protection in Newark, New Jersey, on:
                  Mar. 10, 1998, Case No. 98-23168,
                  Feb. 11, 1999, Case No. 99-31574,
                  Apr. 15, 1999, Case No. 99-34416,
                  Jun. 24, 1999, Case No. 99-37342, and
                  Apr. 24, 2001, Case No. 01-34692.

Chapter 11 Petition Date: January 2, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Stuart D. Gavzy, Esq.
                  163 East Main Street, Suite B
                  Little Falls, New Jersey 07424
                  Tel: (973) 256-6080
                  Fax: (973) 256-3665

Total Assets: $1,634,501

Total Debts:  $1,295,098

The Debtor does not have unsecured creditors who are not insiders.


PHEBE LTD: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Phebe, Ltd.
        2002 Arthur Lane
        Austin, Texas 78704

Bankruptcy Case No.: 06-10001

Chapter 11 Petition Date: January 2, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  Law Offices of Gray Byron Jolink
                  4131 Spicewood Springs Road, Building C-8
                  Austin, Texas 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PLIANT CORPORATION: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------------
Pliant Corporation and 10 of its subsidiaries filed for chapter 11
protection in the U.S. Bankruptcy Court for the District of
Delaware on Jan. 3, 2006, in order to complete a financial
restructuring that will significantly reduce debt and annual
interest expense.

Pliant expects to continue to operate in the normal course of
business during the reorganization process.  All of the Company's
24 manufacturing and research and development facilities around
the world are open and continuing to serve customers as usual.
Pliant's operations in Mexico, Germany, and Australia were not
included in the Chapter 11 filing and are not subject to the
reorganization proceedings.

                     CCAA Proceedings

Three of the company's subsidiaries with Canadian operations will
seek recognition of the chapter 11 proceedings in a Canadian court
as "foreign proceedings" pursuant to Canada's Companies' Creditors
Arrangement Act.

Pliant intends to use the Chapter 11 reorganization process to
complete its previously announced financial restructuring, which
would reduce debt by up to $578 million and annual interest
expense by up to $84 million.  The company intends to file a plan
of reorganization to implement the agreed restructuring in the
near term.  The holders of more than two-thirds of Pliant's 13%
Senior Subordinated Notes and the holders of a majority of its
preferred and common stock have agreed to support the
restructuring transaction and vote in favor of the plan of
reorganization.

              $70 Million GE DIP Financing

To fund its continuing operations during the reorganization
process, Pliant has secured a commitment for debtor-in-possession
financing from GE Commercial Finance that will provide Pliant with
additional liquidity of approximately $70 million.  Subject to
court approval, these funds will be available to satisfy
obligations associated with conducting the Company's business,
including payment under normal terms for goods and services
provided after today's filing and payment of wages and benefits to
active employees and retirees.

"During the past two years Pliant has taken numerous steps to
strengthen operations, expand product offerings and improve the
quality of service we provide to our customers," Harold C. Bevis,
Pliant's President and Chief Executive Officer, said.  "Our
strategic plan is designed to position Pliant for a stronger
future, with a focus on innovation, customer service, accretive
sales growth and operational excellence.  We believe that it will
enable us to consistently meet and exceed the expectations of our
diverse customer base, while continuing to win new business from
some of the most important names in Corporate America."

Mr. Bevis continued, "Today, as the next step in the
implementation of our strategic plan, we have taken decisive
action to position Pliant to succeed in the long term.  Our
leadership team and Board of Directors made the decision to file
for Chapter 11 because a court-supervised reorganization will
allow us to most efficiently resolve our financial challenges and
build on our recent accomplishments.  Because we enter Chapter 11
with a pre-negotiated debt reduction agreement with several of our
stakeholders, we are optimistic that we can complete the process
quickly."

Mr. Bevis noted that Pliant expects its operations to function
normally during the Chapter 11 process, with very little change in
how it conducts business:

    -- Employees will continue to be paid.  Pliant fully expects
       that there will be no interruptions to salary or benefits
       for employees.

    -- Pliant will meet customer obligations.  The company
       anticipates that its manufacturing and research and
       development facilities will remain open on normal
       schedules, and that it will continue to fulfill customer
       orders and provide uninterrupted customer service.

    -- Suppliers will be paid.  Pliant intends to continue paying
       all suppliers for goods and services they provide after the
       filing.  The company also anticipates that its proposed
       plan of reorganization will leave suppliers unimpaired for
       any pre-petition claims they may have incurred.

              A Difficult Industry Environment

In motions filed with the Court, Pliant reported that its decision
to file for Chapter 11 was influenced by several factors,
including challenging industry conditions -- namely the increase
in the price of raw materials.  The principal raw materials used
by Pliant are polyethylene, PVC and polypropylene (collectively
referred to as "resin"), which are petrochemical products whose
price and availability are linked closely to the market supply of
crude oil and natural gas.  The cost of resin constituted nearly
two-thirds of Pliant's total manufacturing costs in the first half
of 2005.  Recent events such as Hurricane Katrina and Hurricane
Rita triggered severe increases in the price of resin and
tightened availability.  Coupled with the tightening of trade
terms by certain of Pliant's key suppliers, this increase in the
price of resin resulted in a steady deterioration of the Company's
liquidity position.

              Financial Restructuring Transaction

Pliant's proposed financial restructuring is intended to improve
its liquidity position significantly through the elimination of
$41.6 million of annual cash interest payments.  On Dec. 28, 2005,
Pliant entered into Support Agreements with the holders of more
than two-thirds of its 13% Senior Subordinated Notes, the holders
of a majority of the outstanding shares of its mandatorily
redeemable preferred stock and the holders of a majority of the
outstanding shares of its common stock, pursuant to which such
holders agreed, subject to the terms and conditions contained in
the Support Agreements, to support the Company's proposed
financial restructuring.

Under the terms of this restructuring:

    (i) holders of Pliant's $320 million of 13% Senior
        Subordinated Notes will:

         (a) receive up to $35 million in new debt in
             consideration for accrued interest that was payable
             on Dec. 1, 2005, and

         (b) exchange all of their 13% Senior Subordinated Notes
             for a combination of 30% of the reorganized Company's
             common stock and at least $260 million of a newly
             issued Series AA Redeemable Preferred Stock, which
             will not be subject to mandatory redemption, and

   (ii) holders of Pliant's $278 million of mandatorily redeemable
        preferred stock will exchange all of their mandatorily
        redeemable preferred stock for a combination of up to
        $75.5 million of a new Series AA Redeemable Preferred
        Stock and a percentage of the reorganized Company's common
        stock to be determined.

Completion of the restructuring is subject to a number of
conditions, including completion of a plan of reorganization and
other definitive documentation, receipt of formal approval of the
plan of reorganization from the holders of at least two-thirds in
claim amount and 50% in number of the 13% Senior Subordinated
Notes that vote on the plan, and bankruptcy court approval.  The
holders of more than two-thirds of Pliant's 13% Senior
Subordinated Notes have agreed to vote in favor of the plan of
reorganization.

Pliant's principal legal advisors for the Chapter 11 proceedings
are Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP.
The Company's financial advisor is Jefferies & Company, Inc.

Headquartered in Schaumburg, Illinois , Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr.
D. Del. Lead Case No. 06-10001).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  As of Sept.
30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts.


PLIANT CORPORATION: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Pliant Corporation
             1475 Woodfield Road, Suite 700
             Schaumburg, Illinois 60173

Bankruptcy Case No.: 06-10001

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Uniplast Holdings, Inc.                    06-10000
      Pliant Corporation International           06-10002
      Pliant Solutions Corporation               06-10003
      Pliant Film Products of Mexico, Inc.       06-10004
      Pliant Packaging of Canada, LLC            06-10005
      Pliant Investment, Inc.                    06-10006
      Alliant Company LLC                        06-10007
      Uniplast U.S., Inc.                        06-10008
      Uniplast Industries, Co.                   06-10009
      Pliant Corporation of Canada, Ltd.         06-10010

Type of Business: Pliant Corporation produces film and flexible
                  packaging products for personal care, medical,
                  food, industrial and agricultural markets.
                  The Company operates 24 manufacturing and
                  research and development facilities around
                  the world, and employs approximately 3,000
                  people.  See http://www.pliantcorp.com/

Chapter 11 Petition Date: January 3, 2006

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Edmon L. Morton, Esq.
                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

                        -- and --

                  Sidley Austin LLP
                  1 South Dearborn
                  Chicago, Illinois 60603

Debtors'
Financial
Advisor:          Jefferies & Company, Inc.
                  520 Madison Avenue, 12th Floor
                  New York, New York 10022

Financial Condition as of September 30, 2005:

      Total Assets:   $604,275,000

      Total Debts:  $1,197,438,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Bank of New York             Note Debt         $220,000,000
Attn: Corporate Trust            13% Senior
Administration                   Subordinated
21st Floor West                  Notes Due 2010
101 Barclay Street
New York, NY 10286
Tel: (800) 254-2826
Fax: (315) 414-3885

The Bank of New York             Note Debt         $100,000,000
Attn: Corporate Trust            13% Senior
Administration                   Subordinated
21st Floor West                  Notes Due 2010
101 Barclay Street
New York, NY 10286
Tel: (800) 254-2826
Fax: (315) 414-3885

Dow USA                          Trade Debt          $2,495,722
2030 Dow Center
Midland, MI 48674
Tel: (800) 258-2436
Fax: (989) 638-1740

Equistar                         Trade Debt          $2,493,377
1221 McKinney
Houston, TX 77010
Tel: (713) 652-7300
Fax: (713) 652-4542

Paper Converting Machine Co.     Trade Debt          $2,281,947
39068 Treasury Center
Chicago, IL 60694
Tel: (920) 494-5601

Total Petrochemicals             Trade Debt          $2,067,031
1201 Louisiana Street, Suite 1800
Houston, TX 77002

Sun Chemical Corporation         Trade Debt          $1,361,828
35 Waterview Boulevard
Parsippany, NJ 07054-1285
Tel: (973) 404-6000
Fax: (973) 404-6439

Sonoco                           Trade Debt          $1,092,100
1 North Second Street
Hartsville, SC 29550-3305
Tel: (800) 377-2692
Fax: (843) 339-6682

Blue Cross Blue Shield           Insurance           $1,100,000
P.O. Box 1186
Chicago, IL 60690-1186
Tel: (800) 541-2768
Fax: (312) 819-1943

Chevron Phillips Chemical Co.    Trade Debt          $1,022,254
10001 Six Pines Drive
The Woodlands, TX 77380
Tel: (800) 231-1212
Fax: (832) 813-6060

DuPont Company                   Trade Debt            $884,963
Center Chestnut Run
Plaza 705/GS38
Wilmington, DE 19880-0705
Tel: (800) 628-6208
Fax: (302) 351-7191

Oxyvinyls LP                     Trade Debt            $686,371
5005 LBJ Freeway
Dallas, TX 75244-6119
Tel: (877) 699-8465
Fax: (972) 720-7408

BASF Canada                      Trade Debt            $604,066
P.O. Box 7841
Station A
Toronto, ON
Canada M5W 2R2
Tel: (416) 675-3611
Fax: (289) 360-6005

Ampacet Corporation              Trade Debt            $598,527
660 White Plains Road
Tarrytown, NY 10591-5130
Tel: (888) AMPACET
Fax: (914) 631-7197

Phenix Marketing Group Inc.      Brokerage             $506,968
3305 Healy Drive
Winston Salem, NC 27103
Attn: Nyal Cannon
Tel: (336) 251-1100
Fax: (603) 798-5434

Huntsman Polymers                Trade Debt            $479,373
10003 Woodloch Forest Drive
The Woodlands, TX 77380

Windmoeller & Hoelscher Corp.    Capital Improvement   $470,968
23 New England Way
Lincoln, RI 02865-4252

BASF USA                         Trade Debt            $443,479
100 Campus Drive
Florham Park, NJ 07932

Atofina Chemicals                Trade Debt            $434,103
2000 Market Street
Philadelphia, PA 19103-3222

GE Capital                       Leases                $404,730
1415 West 22nd Street, Suite 600
Oak Brook, IL 60523

Yellow Freight Systems           Shipping              $333,339
10990 Roe Avenue
Overland Park, KS 66211-1213

ARKEMA Inc.                      Trade Debt            $329,154
2000 Market Street
Philadelphia, PA 19103-3222

Eastman Chemicals                Trade Debt            $321,926
P.O. Box 511
Kingsport, TN 37662

Smurfit Stone Container Corp.    Trade Debt            $319,835
150 North Michigan Avenue
Chicago, IL 60601

Westlake Polymers                Trade Debt            $316,644
2801 Post Oak Boulevard
Houston, TX 77056

USF Holland                      Shipping              $298,941
750 East 40th Street
Holland, MI 49423

Amoco Polymer                    Trade Debt            $296,419
9040 Cedarview Avenue
Jenison, MI 49428

D. Thomas & Associates, Inc.     Brokerage             $265,470
1717 West 91st Place
Kansas City, MO 64114-3279

Standridge Color                 Trade Debt            $250,244
1196 East Hightower Trail
Social Circle, GA 30025

C.H. Robinson International      Trade Debt            $232,306
8100 Mitchell Road
Edens Prairie, MN 55344


PRECISION STAMPING: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Precision Stamping, Inc.
        2405 Squire Place
        Farmers Branch, Texas 75234

Bankruptcy Case No.: 06-30050

Type of Business: The Debtor manufactures and sells stamps.

Chapter 11 Petition Date: January 2, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, Texas 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citibank                         Loan                  $900,000
P.O. Box 6415
The Lakes, NV 88901-6415

Metalwest LLC                                           $79,822
Department 157
Denver, CO 80271

Citibank                         Credit Card            $33,362
P.O. Box 6415
The Lakes, NV 88901-6415

Citi Cards                       Credit Card            $29,955
P.O. Box 6402
The Lakes, NV 88901-6407

MBNA                             Credit Card            $22,860
P.O. Box 15026
Wilmington, DE 19850-5026

Wells Fargo                                             $19,594
P.O. Box 7487
Boise, ID 83707

Komatsu                                                 $11,712
Lock Box 3449
Collection Center Drive
Chicago, IL 60693

PraxAir Distribution                                    $11,576
2801 Montopolis
Austin, TX 78741

Metal Products of Alabama                                $8,788
P.O. Box 433
Dolomite, AL 35061

Protech                                                  $4,708
P.O. Box 33212
Detroit, MI 48232

Steelfast                                                $3,328
11281 Leo Lane
Dallas, TX 75229

Keystone Steel and Wire                                  $2,561
7000 South West Adams
Peoria, IL 61641

Rohm Hass Powder Coating                                 $2,096
P.O. Box 930777
Atlanta, GA 31193

Sherwin Williams                                         $1,585
616 Fifth Street
Garland, TX 75040

Greene Plastics                                          $1,043
PO Box 845265
Boston, MA 02284

Dallas Container Corp.                                       $0
8330 Endicott Lane
Dallas, TX 75227

Control Concepts                                             $0
8748 Clay Road, Suite 320
Houston, TX 77080

Concentra Medical Centers                                    $0
P.O. Box 9005
Addison, TX 75001


PRICE OIL: Court Approves Bradley Arant as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama gave
Price Oil, Inc., and its debtor-affiliates permission to employ
Bradley, Arant, Rose & White LLP as their general bankruptcy
counsel.

Bradley Arant will:

   1) assist and advise the Debtors of their duties and
      responsibilities as debtors-in-possession in the continued
      operation of their businesses and management of their
      assets;

   2) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, contracts, reports and other
      legal documents required in their chapter 11 cases;

   3) perform legal services to the Debtors, including those
      arising out of labor, tax, environment, corporate,
      litigation and other matters in connection with their
      chapter 11 cases;

   4) advise and consult the Debtors in preparing all of their
      necessary schedules, proposed disclosure statements and plan
      or plans of reorganization; and

   5) perform all other legal services to the Debtors that are
      required in their chapter 11 cases.

John P. Whittington, Esq., a partner of Bradley Arant, is one of
the lead attorneys for the Debtors.

Mr. Whittington reports Bradley Arant's professionals bill:

      Designation           Hourly Rate
      -----------           -----------
      Partners              $230 - $515
      Associates            $155 - $325
      Legal Assistants      $110 - $180

Court records don't show if Bradley Arant received a retainer for
its retention as the Debtors' bankruptcy counsel.

Bradley Arant assures the Court that it does not represent any
interest materially adverse to the Debtors and is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Company also owns, operates
and lease multiple convenience stores.  The Debtor and its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  When the Debtors filed for
protection from their creditors, they listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$50 million.


PRICE OIL: Section 341(a) Meeting Slated for January 31
-------------------------------------------------------
The U.S. Bankruptcy Administrator will convene a meeting of Price
Oil, Inc., and its debtor-affiliates' creditors at 1:30 p.m., on
Jan. 31, 2006, at the U.S. Bankruptcy Courthouse, Courtroom 4E,
One Church Street, Montgomery, Alabama 36104.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the 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 Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Company also owns, operates
and lease multiple convenience stores.  The Debtor and its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $50 million.


PRICE OIL: Wants Until Feb. 3 to File Bankruptcy Schedules
----------------------------------------------------------
Price Oil, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Alabama, Northern Division, for
an extension of their time to file their schedules of assets and
liabilities and statements of financial affairs.

The Debtors explain that they need to compile a large amount of
data to be included in the schedules.  The Debtors assure the
Court that their employees are already working to complete the
documents.  However, their employees' efforts are divided between
data gathering and stabilizing the Debtors' operations during the
initial period after their bankruptcy filings.

The Debtors tell the Court that an extension until Feb. 3, 2006,
is sufficient for them to accurately file those documents.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


PROSPECT MEDICAL: Earns $1 Million of Net Income in 4th Quarter
---------------------------------------------------------------
Prospect Medical Holdings, Inc. (AMEX: PZZ) reported financial
results for its fiscal 2005 fourth quarter and year ended
Sept. 30, 2005.

Total operating revenue for the fourth quarter of fiscal 2005 rose
to $35.5 million, from $35.0 million in the same period last year,
including approximately $4 million of additional calendar year
2005 rate increases under Medicare's revised reimbursement
methodology.

Medicare is at the mid-point of a four year phase-in to a new
"Risk Adjusted" methodology of paying for the healthcare of
America's seniors.  Under Risk Adjustment, companies caring for
seniors with conditions requiring more services will receive
additional compensation.  As of Sept. 30, 2005, Prospect managed
the care for approximately 12,500 seniors.

Gross margin for the fourth quarter of fiscal 2005 improved to
29.4% from 22.1% in the same period last year, due primarily to
the increased Medicare reimbursement discussed above, and
decreased capitation and claims expense, resulting in an improved
medical loss ratio.  These margin and MLR improvements were
partially offset by approximately $2.2 million of physician
bonuses recorded during the 2005 quarter.

Operating income increased 108% to $3.5 million from $1.7 million
in the same period last year, reflecting the improved gross margin
discussed above, recovery of approximately $500,000 in transaction
costs upon the September 1, 2005 closing of Prospect's minority
investment in Brotman Medical Center, and approximately $600,000
resulting from the favorable conclusion of a longstanding legal
matter.

Net income for the fourth quarter of fiscal 2005 improved to $1.0
million, from net income of $908,000 in the fourth quarter of
fiscal 2004.  Net income for the fourth quarter of fiscal 2005
included a $1.0 million charge related to Prospect's investment in
Brotman. Prospect does not have any exposure to future losses at
Brotman.

Dr. Jack Terner, Chairman and Chief Executive Officer of Prospect
Medical, commented, "We are very pleased with our results for this
quarter, improving earnings per share over the same quarter last
year, as well as over our June 30 quarter.  These 2005 results are
especially gratifying in that they were achieved after setting
aside almost $3 million in annual bonuses for our physician
partners that provided the most and best care to our members.
Fiscal 2005 was a very important year for Prospect on a number of
other strategic fronts; we completed our transformation to a
public company, listed our shares on the American Stock Exchange,
completed the integration of our prior year acquisitions of the
ProCare, StarCare and Northwest Orange County operations,
finalized a potentially strategic investment in Brotman, increased
our emphasis on the lucrative Medicare market, and continued to
invest in our operating infrastructure to accommodate our next
series of acquisitions.  In that regard, we have already finalized
the key Genesis Healthcare acquisition, and are in discussion with
several other acquisition targets that would further strengthen
our presence in the region."

Dr. Terner continued, "In addition to the positive impact we
believe the revised Medicare Risk Adjustment approach will have on
operating results going forward, we continue to focus on other
Medicare-related initiatives.  Our potentially strategic
investment in Brotman Medical Center was made to enable Prospect
to offer our HMO partners a full-risk Medicare product in the
large West Los Angeles market.  In another of our key markets --
Orange County, California -- we have been approved to participate
in the County's One Care program, which is a managed care program
for the approximately 50,000 individuals who qualify for both
Medicare and Medi-Cal benefits.  Revenue from those Medi-Medis
choosing, or assigned to, Prospect's contracted physicians will
begin in January 2006."

Dr. Terner concluded, "We believe that these Medicare developments
(Risk Adjustment, Brotman and Medi-Medi) provide us an opportunity
to increase our presence and enhance our operating profitability,
while the industry's increasing barriers to entry further insulate
us from significant new competition. We look forward to fiscal
2006 with confidence and optimism."

Prospect's balance sheet at Sept. 30, 2005 included cash and
investments of $18.0 million and shareholders' equity of $26.9
million.  Prospect had $8.2 million outstanding on its $10 million
term facility, and had not utilized any portion of its $5 million
revolving credit facility.

Revenues for fiscal 2005 increased to $133.5 million from $129.5
million in fiscal 2004.  In addition to the reasons discussed
above, fiscal 2005 revenues included almost $1.2 million in
hospital risk pool revenue resulting from better hospital
contracting and utilization programs in fiscal 2005.  Hospital
risk pool revenue for 2004 was negligible.

Gross margin for the year improved to 27.8% from 25.9% last year,
due primarily to the reasons cited above.  For those same reasons,
operating income for fiscal 2005 rose to $9.1 million, from $8.7
million last year.

Net income for fiscal 2005 was $4.1 million, inclusive of the $1.0
million Brotman investment charge, increased physician bonus
expense and increased interest on our new credit facility used, in
part, to fund the November 2005 Genesis HealthCare acquisition.
Net income for fiscal 2004 was $5.1 million.

Prospect Medical Holdings, Inc. is a health care management
services organization that provides management services primarily
to its affiliated IPAs.  IPAs are professional corporations that
contract with independent physicians and other health care
providers to create a medical panel of primary care and specialist
physicians, and other health care service providers, capable of
providing the full range of medical services to individuals
enrolled in health maintenance organization managed care health
plans.  At Sept. 30, 2005, Prospect's 10 IPAs were comprised of
approximately 9,000 primary care and specialist physicians serving
approximately 172,000 HMO enrollees.

                          *     *     *

As reported in the Troubled Company Reporter on Troubled Company
Reporter, Apr. 14, 2005, the Company did not meet the "senior debt
to EBITDA ratio" required by its credit facility with Residential
Funding Corporation as of Sept. 30, 2004, and Dec. 31, 2004.

Effective April 7, 2005, RFC granted the Company a waiver of these
covenant violations, and agreed to exclude certain items from the
covenant computations for a twelve-month period, which enabled the
Company to meet the minimum fixed charge coverage ratio at
December 31, 2004.


REFCO INC: Can Employ FTI Consulting as Forensic Accountant
-----------------------------------------------------------
Refco Inc., and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of New York's authority to
continue to employ FTI Consulting, Inc., as forensic accountant
and electronic evidence consultant effective, nunc pro tunc to
Oct. 17, 2005.

The Debtors further seek to allow the firm to perform any
outstanding services under its engagement with Latham & Watkins
LLP.

As previously reported, Refco, Inc., had discovered through an
internal review a receivable owed to Refco by an entity
controlled by Mr. Phillip R. Bennett, chief executive officer and
chairman of Refco's Board of Directors.  The receivable amount
was $430,000,000, the existence of which had not been disclosed
in the public offering prospectus.  The receivable has since been
collected.

Accordingly, Latham, counsel to Refco's Audit Committee, employed
FTI, in anticipation of litigation surrounding the circumstances
of the Receivable.  FTI's services included performing forensic
accounting and financial analysis services to investigate
circumstances surrounding the Receivable.

On behalf of the Audit Committee, FTI reviewed and analyzed
accounting books and records of the Debtors and of third parties
to assist in connection with the Investigation.  FTI also
reviewed the prepetition conduct and activities of the Debtors
and certain insiders and assisted with interviews of Refco's
current and former employees and third parties.

As forensic accountant and electronic evidence consultant, FTI
will:

    (a) assist the Debtors in the collection and preservation of
        electronic evidence, including its processing and storage;

    (b) perform reporting of electronic evidence, including
        analysis of back-up tapes;

    (c) process and host electronic files using Attenex and
        Ringtail;

    (d) perform other electronic evidence consulting services as
        mutually agreed upon by the Debtors and FTI in connection
        with the investigation of the prepetition conduct and
        activities of the Debtors and certain insiders; and

    (e) perform necessary services in connection with the Debtors'
        Chapter 11 cases as mutually agreed upon by the Debtors
        and FTI.

FTI estimates that the Documents Services it will perform with
respect to the Records will amount to $5,800,000.

The standard hourly rates for FTI's professional services are:

        Managing Directors       $450 - $650
        Directors                $400 - $450
        Managers                 $330 - $390
        Senior Consultants       $295 - $325
        Consultants              $185 - $280
        Paraprofessionals         $65 - $160

Consistent with its policy, FTI will continue to charge the
Debtors for all other services provided and for other charges and
disbursements incurred in the rendition of its services.

Under Latham's retention of FTI, the Debtors have paid FTI a
$700,000 retainer.  As of the Petition Date, FTI has $14,100
remaining in the Retainer.  FTI seeks to apply the balance of the
Retainer to its final bill in the Debtors' Chapter 11 cases.

Neal A. Hochberg, a senior managing director at FTI, attests that
the firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                         *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court approves the Debtors' application on an interim
basis.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Can Hire Latham as Special Counsel on Interim Basis
--------------------------------------------------------------
Refco Inc., and its debtor-affiliates sought the U.S. Bankruptcy
Court for the Southern District of New York's permission to employ
Latham & Watkins LLP as special investigation counsel to the Audit
Committee of their Board of Directors with regard to certain
matters, nunc pro tunc to Oct. 17, 2005.

Latham has represented the Audit Committee since October 6, 2005,
Robert Dangremond, the Debtors' interim chief executive officer,
relates.  Since the Petition Date, Latham has assisted the Audit
Committee's investigation of the circumstances surrounding an
undisclosed related party receivable totaling $430,000,000, owed
to Refco by an entity controlled by Phillip R. Bennett, chief
executive officer and chairman of the Board of Directors,
including:

    -- managing the collection of electronic and paper documents
       from relevant current and former Refco personnel;

    -- working with forensic accountants retained by Latham and
       approved by the Audit Committee;

    -- interviewing persons with knowledge of relevant facts; and

    -- communicating with various government entities that have
       also undertaken investigations of the Receivable and
       related matters.

The Debtors believe that in light of the extensive time and
effort that the Latham attorneys have put forth in investigating
the events leading to the Debtors' Chapter 11 filing, Latham is
well qualified to act as special investigation counsel on behalf
of the Audit Committee.

According to Mr. Dangremond, Latham will continue to represent
and advise the Audit Committee with regard to the investigation
that the Audit Committee undertook concerning the Receivable, any
related financial matters and any regulatory investigations or
inquiries that might follow.

Latham expects that its postpetition representation of the Audit
Committee as special investigation counsel has effectively been
completed.  Latham further expects that, at some time in the
future, Latham will agree, as requested, to represent the
individual members of the Audit Committee -- Ronald O'Kelley,
Nathan Gantcher, and Leo Breitman -- in any related
investigations or proceedings, including related class actions.

The firm's hourly rates are:

      Partners                $625 to $775
      Associates              $310 to $475
      Legal Assistants         $85 to $370

The Latham attorneys who worked on behalf of the Audit Committee
are:

      David M. Brodsky                $775
      Douglas N. Greenburg            $650
      Walter P. Loughlin              $625
      Thomas Hur                      $475
      Richard C. Rosalez              $425
      Jonathan C. Su                  $395
      Andres Alvarez                  $395
      Michael David                   $310

Latham's hourly rates are subject to periodic increases in the
normal course of the firm's business, often due to the increased
experience of a particular professional.  Latham will also charge
the Debtors for expenses incurred in connection with its
representation of the Audit Committee.

In the 90 days leading up to the Petition Date, the Debtors paid
Latham $500,000 as a retainer for professional services rendered
or to be rendered to the Audit Committee and expenses incurred or
to be incurred by Latham on behalf of the Audit Committee.  As of
October 17, 2005, Latham had rendered services valued at $449,752
and incurred $8,481 in expenses, for a total of $458,233.

As of November 30, 2005, Latham has rendered services valued at
$223,730 and has incurred expenses amounting to $12,066, for a
total of $235,796.

Latham wants to:

    (1) apply its Retainer in satisfaction of fees and expenses
        owing for its prepetition services and expenses; and

    (2) apply its remaining Retainer totaling $41,767 to the
        postpetition fees and expenses already incurred.

The firm seeks payment of the balance after offset of the excess
of the Retainer, totaling $194,029.

David M. Brodsky, Esq., a member of Latham & Watkins LLP, assures
the Court that the firm does not represent or hold any interest
adverse to the estates or the Debtors with respect to the matter
on which the firm is to be employed.

Mr. Brodsky adds that Latham will conduct an ongoing review of
its files to ensure that no conflicts or other disqualifying
circumstances exist or arise.  If any new facts or relationships
are discovered, Latham will supplement its disclosure to the
Court.

                  Creditors Committee Objects

The Official Committee of Unsecured Creditors is concerned about
two separate and apparently contradictory roles Latham seeks to
assume:

    (1) It seeks to be retained as special counsel under Section
        327(e) of the Bankruptcy Code and purports to "not
        represent or hold an interest adverse to the debtor or the
        estate with respect to the matter on which such attorney
        is to be employed."

    (2) It seeks to use the knowledge it has acquired as counsel
        to the Audit Committee to defend the individual members of
        the Audit Committee against claims that may be asserted
        against them by or on behalf of the Debtors' estates.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, tells the Court that the Creditors Committee is
prepared to consent to Latham's representation and compensation
on two conditions:

    (1) Latham must agree not to represent the individual members
        of the Audit Committee in connection with any claims
        asserted by or on behalf of the Debtors' estates.

    (2) To the extent that the Court authorizes Latham's
        retention and thus requires the Debtors to pay Latham for
        services rendered, the Court should also direct Latham to
        share with the Creditors Committee all the work product
        for which estate funds have paid.

                        *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court grants the Debtors' request on an interim basis.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Gets Court OK to Hire Greenhill & Co. as Fin'l Advisor
-----------------------------------------------------------------
Refco Inc., and its debtor-affiliates sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Greenhill & Co., LLC, as financial advisor and
investment banker, nunc pro tunc to Oct. 17, 2005.

The Debtors and Greenhill entered into an engagement letter dated
October 14, 2005.  According to the Debtors, Greenhill has played
an integral role in their cases.  The firm was instrumental in
the sale of the Debtors' regulated commodities futures merchant
business.  Greenhill has experience, expertise and knowledge of
the capital markets.  The firm has advised billion-dollar
companies in their restructuring efforts.

Harvey R. Miller and Bradley A. Robins will work closely with the
Debtors.

Greenhill will perform services in three general categories:

    1. general financial advisory services,
    2. reorganization services, and
    3. sales services.

Specifically, under General Financial Advisory Services,
Greenhill will:

    (a) review and analyze the business, operations, properties,
        financial condition and prospects of the Company;

    (b) determine a range of values for the Company on an ongoing
        concern basis and on a liquidation basis;

    (c) advise and attend meetings of the Company's Board of
        Directors and its Committees; and

    (d) participate in hearings before the Bankruptcy Court with
        respect to matters upon which Greenhill has provided
        advice, including coordinating with the Company's counsel
        with respect to testimony in connection therewith.

Under Reorganization Services, the firm will:

    (a) provide financial advice and assistance to the Company in
        developing and seeking approval of a Plan;

    (b) provide financial advice and assistance to the Company in
        structuring any new securities and other consideration or
        other inducements to be offered or issued under the Plan;

    (c) assist the Company and participate in negotiations with
        entities of groups affected by the Plan; and

    (d) assist the Company in preparing documentation with
        Greenhill's area of expertise required in connection with
        the Plan.

Under Sale Services, Greenhill will:

    (a) identify and contact selected qualified acquirors
        acceptable to the Company;

    (b) arrange for potential acquirors to conduct business
        investigations;

    (c) evaluate and recommend financial and strategic
        alternatives with respect to a proposed Sale;

    (d) advise the Company as to the timing, structure and pricing
        of a proposed Sale;

    (e) assist the Company in negotiating and consummating a
        proposed Sale;

    (f) render an opinion to the Board of Directors of the Company
        as to the fairness, from a financial point of view, of the
        consideration to be received by the Company; and

    (g) provide other financial advisory and investment banking
        services as are customary for similar transactions and as
        may be mutually agreed upon by the Company and Greenhill.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court ruled that Greenhill's total compensation for its
services is capped at $5,300,000.  The Total Compensation is
broken down as:

    (a) Sale Transaction Fee.  The Sale Transaction Fee is capped
        at $4,000,000, of which $3,900,000 was earned upon the
        sale of the Debtors' regulated business to Man Financial
        Inc.  The Debtors are authorized to pay this amount to
        Greenhill, upon the filing of a fee application on notice
        to all parties in interest. Greenhill will be entitled to
        receive up to an additional $100,000 upon the sale of the
        Debtors' interest in FXCM and assets related to Refco's
        online foreign exchange trading unit; provided, however,
        that Greenhill apply to this Court upon notice to all
        parties in interest for that compensation in respect of
        the FXCM Sale in an amount equal to:

           (i) the product of the applicable prorated Standard
               Transaction Fee Percentage and the aggregate
               Transaction Value of the Man Sale and the FXCM Sale
               less

          (ii) $3,900,000;

        provided, further, that the Sale Transaction Fee for the
        FXCM Sale will not be more than $100,000.

    (b) Initial Fee.  The Initial Fee is $1,300,000.  The Debtors
        are authorized to pay this amount to Greenhill.

Greenhill has waived its right to receive any Monthly Advisory
Fee and any Completion Fee in the Debtors' cases.

Greenhill will continue to provide Sale Services relating to the
Man Sale and the FXCM Sale.  Greenhill's services will conclude
upon the closing of the Man Sale and the FXCM Sale.

All requests of Greenhill for payment of indemnity pursuant to
the Engagement Letter will be made by means of an application and
will be subject to review by the Court to ensure that payment of
that indemnity conforms to the terms of the Engagement Letter and
is reasonable based on the circumstances of the litigation or
settlement in respect of which the indemnity is sought.

Judge Drain emphasizes that in no event will Greenhill be
indemnified if the Debtors or representatives of their estates
assert a claim for, and a court determines by a final order that
the claim arose out of Greenhill's own bad faith, self-dealing,
breach of fiduciary duty (if any), gross negligence or willful
misconduct.

Mr. Robins assured the Court that Greenhill has no connection
with the Debtors, their creditors or other parties-in-interest in
the Debtors' cases, and the firm does not hold or represent any
interest adverse to the Debtors' estates.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RICHARD DURAND: Richard Banks Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
gave Richard Dillon Durand permission to employ Richard Banks &
Associates, P.C., as his general bankruptcy counsel.

Richard Banks will render all legal services to the Debtor that
are appropriate and necessary for the administration and
representation of his bankruptcy case.

Richard L. Banks, Esq., a member of Richard Banks, is the lead
attorney for the Debtor.  Mr. Banks charges $200 per hour for his
services.

Court records don't show if Richard Banks received a retainer for
its legal services to the Debtor.

Richard Banks assures the Court that it does not represent any
interest materially adverse to the Debtor and is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Cleveland, Tennessee, Richard Dillon Durand filed
for chapter 11 protection on Dec. 16, 2005 (Bankr. E.D. Alaska
Case No. 05-18158).  When the Debtor filed for protection from his
creditors, he listed estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


RICHARD DURAND: Section 341(a) Meeting Slated for January 24
------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of Richard
Dillon Durand's creditors at 10:00 a.m., on Jan. 24, 2006, at
Basement Room 18, U.S. Courthouse located at 31 East 11th Street,
in Chattanooga, Tennessee 37402.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the 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 Cleveland, Tennessee, Richard Dillon Durand filed
for chapter 11 protection on Dec. 16, 2005 (Bankr. E.D. Alaska
Case No. 05-18158).  Richard L. Banks, Esq., at Richard Banks &
Associates, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from his creditors,
he listed estimated assets of $10 million to $50 million and
estimated debts of $1 million to $10 million.


SAFLINK CORP: Must Regain NASDAQ Listing Compliance by June 14
--------------------------------------------------------------
Saflink(R) Corporation (NASDAQ:SFLK) received a deficiency letter
from The NASDAQ Stock Market(R) on December 21, 2005, indicating
that it is not in compliance with the continued listing
requirements on the NASDAQ(R) Capital Market because, for the
previous 30 consecutive business days, the bid price of its common
stock had closed below the $1.00 minimum per share requirement for
continued listing as set forth in Marketplace Rule 4310(c)(4).  It
is NASDAQ's customary practice to issue a deficiency letter when a
listed company does not meet the minimum bid price requirement.
By NASDAQ rule, Saflink will be provided 180 calendar days, or
until June 14, 2006, to regain compliance with the bid price
requirement.  The deficiency letter has no effect on the listing
of Saflink common stock at this time and its common stock will
continue to trade on the NASDAQ Capital Market under the symbol
"SFLK."

The letter also stated that Saflink can regain compliance with the
bid price requirement if, at any time before June 14, 2006, the
bid price of its common stock closes at or above $1.00 per share
for a minimum of ten consecutive business days.  If Saflink cannot
demonstrate compliance by June 14, 2006, NASDAQ will determine
whether it meets the NASDAQ Capital Market initial listing
criteria set forth in Marketplace Rule 4310(c), except for the bid
price requirement.  If Saflink meets the initial listing criteria,
it will be provided an additional 180 calendar-day period to
comply with the bid price requirement.  If it is not eligible for
this additional compliance period, Saflink will be provided
written notice that its securities will be delisted.  At that
time, Saflink would have the right to appeal NASDAQ's
determination to delist its securities to a listing qualifications
panel, which would stay the effect of the delisting pending a
hearing on the matter before the panel.

Saflink Corporation -- http://www.saflink.com/-- offers biometric
security and smart card solutions that protect intellectual
property, secure information assets and eliminate passwords.
Saflink Identity Assurance Management solutions allow
administrators to verify identity and control access to computer
networks, physical facilities and applications.  The company also
offers protection and privacy for email, web applications and
electronic documents.


SAINT VINCENTS: Court Gives Final Nod on Cain Brothers' Employment
------------------------------------------------------------------
The Hon. Prudence Carter Beatty authorizes Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates to employ
Cain Brothers, on a final basis, as their investment bankers nunc
pro tunc to July 5, 2005.

The Court gave the U.S. Trustee and the Official Committee of
Unsecured Creditors until Dec. 20, 2005, to file an objection
to the Application.  If an objection was interposed, the Interim
Order would remain in effect until the time the Court considers
the objection.

No objection was filed by the deadline.

As reported in the Troubled Company Reporter on Nov. 16, 2005, the
Debtors and Cain Brothers are parties to an Engagement
Letter, dated July 12, 2005, which was subsequently amended on
October 21, 2005.  Pursuant to the amendment, Cain Brothers'
scope of services was reduced, as well as the compensation
payable for those services.

To limit the duplication of effort among the professionals hired
in the Debtors' Chapter 11 cases, and to help offset the cost
associated with the appointment of a new chief executive
officer/chief restructuring officer, Cain Brothers' services will
be limited to sales transactions.  Moreover, Cain Brothers will
not provide services with respect to the sale of non-hospital
real estate, as these services will be provided by Huron
Consulting Services LLC.

Should the Debtors elect to sell the Hospitals, including any and
all related real estate, Cain Brothers may act, at the Debtors'
sole discretion, as their agent.  Specifically, Cain Brothers may
assist the Debtors' management in:

   (a) identifying of the assets and development of the strategy
       for the sale process and expected value of the assets
       being sold;

   (b) developing a list of prospective purchasers for the
       Assets;

   (c) preparing a memorandum for the Assets that describes the
       operations, management, results of operation and financial
       condition and incorporates current financial data and
       other appropriate information furnished by the Debtors;

   (d) contacting and soliciting interest from prospective
       parties;

   (e) reviewing and analyzing all indications of interest and
       proposals that are received by the Debtors for the Assets;

   (f) testifying on behalf of the Debtors in conjunction with
       seeking Court-approval for the sale of the Assets; and

   (g) assisting the Debtors in negotiations with prospective
       parties leading to the closing of the Sales Transaction.

In exchange for its services, Cain Brothers will be paid a
$150,000 monthly fee for two months, and then $75,000 per
succeeding months, to be paid in cash on the first business day
of each month.  The firm will also be paid at least $400,000 for
each consummated sales transaction:

       -- 2% of the Aggregate Transaction Value for the first
          $25,000,000 of the value received; plus

       -- 1.5% of the Aggregate Transaction Value for value
          received between $25,000,000 and $100,000,000; plus

       -- 1% of the Aggregate Transaction Value for value
          received in excess of $100,000,000.

Cain Brothers will also be reimbursed for all out-of-pocket
expenses incurred in connection with its engagement.

The Debtors will provide limited indemnification of Cain Brothers
for its services.  The parties have also entered into customary
dispute resolution provisions.

Cain Brothers did not receive any payments from the Debtors for
services within one year preceding the Petition Date.  The firm
is not a prepetition "creditor" of the Debtors within the meaning
of Section 101(10) of the Bankruptcy Code, Thomas M. Barry,
managing director at Cain Brothers, says.

Mr. Barry discloses that Cain Brothers has in the past, or
present, provided services to, or transacted with, various
parties-in-interest in matters unrelated to the Debtors' Chapter
11 cases.  He assures the Court that Cain Brothers is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

Founded in 1982, Cain Brothers -- http://www.cainbrothers.com/--  
is an investment banking and financial advisory firm that focuses
exclusively on the medical services and medical technology
industries and their related businesses.  Cain Brothers has one of
the largest teams dedicated to the healthcare industry on Wall
Street, with offices in New York, Chicago, Indianapolis, Houston
and San Francisco.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SATCON TECH: Recurring Losses & Deficit Raise Going Concern Doubt
----------------------------------------------------------------
SatCon Technology Corporation(C) (Nasdaq NM: SATC), reported its
financial results for its fiscal 2005 fourth quarter and year-end
of Sept. 30, 2005.

"This past year we have put in place aggressive measures to manage
our cash usage.  As a result, our cash usage from operations in
the last two quarters was reduced to approximately $1.5 million
per quarter.  Our plans in 2006 are to reduce our cash usage from
the 2005 rates.  We believe that our current cash and availability
will sustain our operations through our fiscal 2007.  In the past
year we focused on the strategy of building shareholder value over
both the near and long term," said David Eisenhaure, SatCon's
Chief Executive Officer.  "That has led us to make some
significant, and we believe positive, changes in management,
business strategy, cost controls and near term objectives setting.
We strengthened our management team with several additions.  We
have developed a strategic plan with both near and long-term
objectives and focused our target markets on specific technologies
and products involved in Alternative Energy, Hybrid-Electric
Vehicles, Grid Support, High Reliability Microelectronics and
Advanced Power Technology."

"We have also put into place disciplines, milestones and metrics
for measuring success on which we will report in 2006.  These
milestones include the following; the accomplishment of which we
believe will lead to improved revenues.

-- Q1 Focus on SatCon core business by selling the Ling Shaker
   product line. Done.

-- Q2 Qualify a 500 kw solar photo-voltaic power control unit
   product for the California Energy Commission listing.

-- Q2 Secure development projects for the U.S. Army's Future
   Combat System applications.

-- Q2 Book orders for production quantities of HEV motors and
   converters.

-- Q3 Book an order for a megawatt stationary fuel cell power
   control unit.

-- Q3 Introduce a new design for a solar photo-voltaic power
   control unit in the power range of 100 kw for the European
   photo-voltaic market.

-- Q3 Introduce for 2006 delivery a high reliability standard
   product line of 1 Amp to 5 Amp Class K Low Drop Out Voltage
   Regulators used in power supplies for space flight and
   satellite applications.

-- Q4 Develop new high-temperature packaging technology for
   Silicon Carbide power devices.

-- Q4 Introduce the PowerPac line of industry leading 15W to 30W
   non-isolated DC to DC converters for the emerging high
   reliability distributed power markets.

The Company's revenue for fiscal year 2005 was $36 million, an
increase of $1.8 million over 2004.  This year's revenue included
the recognition of the EDO contract of $1.5 million, however it
excluded the recognition of the Rotary Uninterruptible Power
Supply for the National Institute for Standards and Technology,
which was a system we shipped in third quarter, and other revenue
deferrals in the fourth quarter totaling approximately $1.8
million.

The Company's Operating Loss was approximately $9.5 million, an
increase of $5.4 million from 2004 primarily due to the following:

-- Investments in product R&D in our Power Systems and Electronics
   divisions as they focused to deliver new products in our
   business strategy for alternative energy, hybrid electric
   vehicles and a new series of high-reliability microelectronic
   standard products.

-- Continued investment in Operating and Sales infrastructure
   primarily in our Power Systems Division as we ramped up that
   business for future growth.

-- One time increases in corporate costs such as legal, readiness
   for compliance to Sarbanes-Oxley, accounting and tax issues and
   other expenses.

-- Write down of certain long-lived assets, primarily leasehold
   improvements in our Power Systems division.

-- Increases in material cost and direct labor primarily in Power
   Systems due to product mix and timing.

                         *     *     *

                      Going Concern Doubt

Satcon's financial statements for its fiscal year ended Sept. 30,
2005, contain an audit report from Grant Thornton LLP.  That audit
report stated that for the fiscal year ended Sept. 30, 2005,
Satcon has an accumulated deficit of $137.9 million, a net loss of
$10.2 million and used $7.9 million in its operating activities.
Satcon's recurring losses, deficits and a line of credit agreement
containing certain restrictive covenants, which expires on
Jan. 30, 2006, raises substantial doubt about its ability to
continue as a going concern.

SatCon Technology Corporation -- http://www.satcon.com/--  
designs and manufactures enabling technologies and products for
electrical power conversion and control for high-performance,
high-efficiency applications in large, growth markets such as
alternative energy, hybrid electric vehicles, distributed power
generation, power quality, semiconductor fabrication capital
equipment, industrial motors and drives, and high reliability
defense electronics.  As of Sept. 30, 2005, Satcon declared total
assets of $27,731,704 and total liabilities of $12,129,448.


SCOTTISH RE: Completes Public Offering of 6,250,000 Common Shares
-----------------------------------------------------------------
Scottish Re Group Limited (NYSE:SCT) closed the previously
announced public offering of its ordinary shares.  The Company
offered 6,250,000 newly issued ordinary shares at $24.00 per
share.  In addition, approximately 3,150,000 ordinary shares were
borrowed and offered in connection with forward sale agreements.
The Company has also granted the underwriters a 30-day option to
purchase up to an additional 1,410,000 ordinary shares at the
public offering price less the underwriting discount, to cover
over-allotments.

Bear, Stearns & Co. Inc., Lehman Brothers Inc., Banc of America
Securities LLC, Goldman, Sachs & Co., Wachovia Capital Markets,
LLC, A.G. Edwards & Sons, Inc., Fox-Pitt, Kelton Incorporated,
Keefe, Bruyette & Woods, Inc. and Oppenheimer & Co. Inc.
underwrote the offering.  Bear, Stearns & Co. Inc. and Lehman
Brothers Inc. were joint book running managers for the offering.

The offering was made under the Company's existing shelf
registration statement filed with the Securities and Exchange
Commission.  In connection with the offering, the Company entered
into forward sale agreements with affiliates of Bear, Stearns &
Co. Inc. and Lehman Brothers Inc. and the forward purchasers
borrowed and sold an aggregate of approximately 3,150,000 ordinary
shares as their initial hedge of the forward sale agreements.
Pursuant to the forward sale agreements, the forward purchasers
agree to pay the Company an aggregate of approximately $75 million
in approximately nine months and an aggregate of approximately $75
million in approximately twelve months, subject to the Company's
right to receive a portion of such payment prior to the settlement
dates.  In exchange, on each of such dates the Company will
deliver to the forward purchasers a variable number of ordinary
shares based on the average market price of the ordinary shares,
subject to a floor price of $22.80 and a cap price of $28.80.  The
Company also has the right to net share settle or cash settle the
forward sale agreements.

The Company expects to use the net proceeds from the sale of its
shares, and the subsequent sale of shares under the forward sale
agreements for general corporate purposes, which may include
investments in or advances to subsidiaries, possible acquisitions,
working capital and other corporate purposes.

Scottish Re Group Limited -- http://www.scottishre.com-- is a
global life reinsurance specialist and issuer of customized life-
insurance based wealth management products for high net worth
individuals and families.  Scottish Re Group Limited has operating
units in Bermuda, the Cayman Islands, Guernsey, Ireland,
Singapore, the United Kingdom and the United States.  Its
operating subsidiaries include Scottish Annuity & Life Insurance
Company Ltd. and Scottish Re (U.S.), Inc. which are rated A- by
A.M. Best, A by Fitch Ratings, A3 by Moody's and A- by Standard &
Poor's, Scottish Re Limited, which is rated A- by A.M. Best, A by
Fitch Ratings and A- by Standard & Poor's and Scottish Re Life
Corporation which is rated A-by A.M. Best.

                        *    *    *

As reported in the Troubled Company Reporter on June 29, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' preferred
stock rating to Scottish Re Group Ltd.'s (NYSE:SCT) (Rated by S&P
at BBB-/Stable/--) proposed $125 million noncumulative perpetual
preferred stock.


SKILLED HEALTHCARE: Acquired by Onex Corp. for $745 Million
-----------------------------------------------------------
Onex Corporation (TSX:OCX.SV) completed the previously announced
acquisition of Skilled Healthcare Group, Inc., in a transaction
valued at approximately $745 million on Dec. 27, 2005.

Skilled Healthcare's subsidiaries, operating a total of 69 skilled
nursing and assisted living facilities in California, Texas,
Kansas and Nevada, focus on treating elderly patients that require
a high level of skilled nursing care and extensive rehabilitation
therapy.  The company's subsidiaries also provide rehabilitation
therapy services in its affiliated facilities and for third
parties.  The company has recently established a growing
subsidiary hospice care business.

The equity investment of approximately $260 million was made
through Onex Partners, Onex' $2.1 billion private equity fund, and
includes a significant investment by Skilled Healthcare's senior
management team.

                        About Onex

Onex Corporation -- http://www.onex.com/-- is a diversified
company with annual consolidated revenues of approximately $16
billion and consolidated assets of approximately $15 billion.
Onex is one of Canada's largest companies with global operations
in service, manufacturing and technology industries.  Its
operating companies include Celestica Inc., Spirit AeroSystems,
Inc., Emergency Medical Services Corporation, Skilled Healthcare
Group, Inc., ClientLogic Corporation, Cineplex Entertainment
Limited Partnership, J.L. French Automotive Castings, Inc., Res-
Care, Inc., Cosmetic Essence, Inc., Center for Diagnostic Imaging,
Inc. and Radian Communication Services Corporation.  Onex controls
and has a 25% equity interest in Onex Partners, its $2.1 billion
private equity fund. Onex shares trade on the Toronto Stock
Exchange under the stock symbol OCX.SV.

                   About Skilled Healthcare

Headquartered in Foothill Ranch, California, Skilled Healthcare
Group, Inc. operates long-term care facilities and provides post-
acute care and rehabilitation services.  As of September 2005, the
company operated 57 skilled nursing facilities and 12 stand-alone
assisted living facilities in:

   * California,
   * Texas,
   * Kansas, and
   * Nevada.

For the twelve months ended September 30, 2005, Skilled Healthcare
recognized revenues of $411 million.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2005,
Moody's assigned a (P)B1 rating to Skilled Healthcare Group,
Inc.'s credit facilities, consisting of a $75 million revolver and
a $260 million first lien term loan, and a (P)Caa1 rating to the
proposed $200 million senior subordinated notes.  These ratings,
along with the corporate family rating of (P)B2, have been
assigned on a provisional basis to the successor company.  Moody's
also assigned a speculative grade liquidity rating of SGL-2 to
Skilled Healthcare.

Concurrently, Moody's affirmed the ratings of the existing
company, Skilled Healthcare Group, Inc. (Old). The ratings of
Skilled Healthcare Group, Inc. (Old) will be withdrawn and the
provisional ratings will be made final upon the closing of the
transaction.

The proceeds of the subordinated note offering along with $221
million of equity will be used to finance the acquisition of the
company by Onex Corp.  The credit facilities, as amended, will be
assumed by the successor company, Skilled Healthcare.  The
existing second lien term loan will be repaid at the closing of
the transaction.


SOLECTRON CORP: Reports 2006 First Quarter Financial Results
------------------------------------------------------------
Solectron Corporation (NYSE:SLR), reported sales of $2.46 billion
in the first quarter of fiscal 2006, an increase of 2.4 percent
over fourth quarter revenues of $2.40 billion.  Sales in the first
quarter of fiscal 2005 were $2.69 billion.

The company reported a GAAP profit after tax from continuing
operations in the first quarter of $20.2 million, or two cents per
share, compared with GAAP profit after tax from continuing
operations of $11.8 million, or one cent per share, in the fourth
quarter of fiscal 2005.  GAAP profit after tax from continuing
operations in the first quarter of fiscal 2005 was $47.5 million,
or 5 cents per share.

Non-GAAP profit after tax for the first quarter was $28.1 million,
or $0.03 per share, compared to non-GAAP profit after tax of $41.4
million, or $0.04 per share, for the fourth quarter of fiscal
2005, and non-GAAP profit after tax of $51.4 million, or $0.05 per
share in the first quarter of fiscal 2005.  Non-GAAP financial
results do not include restructuring costs, impairment charges,
amortization of intangibles, stock based compensation expenses, or
other infrequent or unusual items.  The financial results of prior
periods have been adjusted to reflect the impact of stock
compensation charges and amortization of intangibles.

"We are pleased to deliver sequential revenue growth in the first
quarter," said Mike Cannon, president and chief executive officer,
Solectron.  "We are continuing to make investments to expand our
global capabilities and to position Solectron for continued
revenue growth in the second half of this year."

     First Quarter Highlights: Improved Asset Velocity Metrics

The company made further improvements in working capital during
the quarter.  Days sales outstanding improved to 45 days and
inventory turns in the quarter were eight.  The company's cash
conversion cycle improved to 37 days.

           Company Invests to Expand Global Capabilities

In the first quarter, Solectron opened new design engineering
facilities in Guadalajara, Mexico, and Timisoara, Romania, and
expanded its existing design capabilities in Singapore and
Shanghai, China.  In featuring design services in conjunction with
the Solectron Production System(TM), Solectron is expanding its
competitive offerings to help customers accelerate time-to-market
with lower costs, improved quality and increased flexibility.

The Guadalajara site was also recently expanded to add an
Enclosure Center, adding this critical vertical integration
capability to the Guadalajara campus.  The Company also recently
announced the opening of a medical manufacturing Center of
Excellence in Singapore, to provide medical device manufacturers
access to a lower-cost manufacturing region.

                     Stock Repurchase Program

On November 1, 2005, Solectron announced that the company has
successfully completed the $250 million stock repurchase program
commenced in July 2005.  Under this program, the company
repurchased 63.6 million shares of its common stock.  On Nov. 1,
Solectron announced that its Board of Directors authorized a new
stock repurchase program, to commence in the second quarter, under
which up to $250 million of the company's outstanding common stock
may be repurchased over the next 12 months.

                   Second Quarter 2006 Guidance

Fiscal second quarter guidance is for sales of $2.3 billion to
$2.5 billion, and for non-GAAP EPS from continuing operations in a
range from 2 cents to 4 cents, on a fully diluted basis.

                       Non-GAAP Information

In addition to disclosing results determined in accordance with
generally accepted accounting principles -- GAAP -- Solectron also
discloses non-GAAP results of operations that exclude certain
items.  By disclosing this non-GAAP information, management
intends to provide investors with additional information to
further analyze the company's performance, core results and
underlying trends.  Management utilizes a measure of net income
and earnings per share on a non-GAAP basis that excludes certain
charges to better assess operating performance.  Earnings guidance
is provided only on a non-GAAP basis due to the inherent
difficulty in forecasting such charges.  Consistent with industry
practice, management has historically applied these non-GAAP
measures when discussing earnings or earnings guidance and intends
to continue doing so.

Non-GAAP information is not determined using GAAP; therefore, the
information is not necessarily comparable to other companies and
should not be used to compare the company's performance over
different periods.  Non-GAAP information should not be viewed as a
substitute for, or superior to, net income or other data prepared
in accordance with GAAP as measures of our profitability or
liquidity.  Users of this financial information should consider
the types of events and transactions for which adjustments have
been made.

Solectron Corporation -- http://www.solectron.com/-- provides a
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$11.64 billion in fiscal 2004.

                            *    *    *

As previously reported in the Troubled Company Reporter on
December 13, 2005, Fitch Ratings affirmed Solectron Corporation's
debt ratings:

   -- issuer default rating and senior unsecured debt at 'BB-';
   -- senior secured bank facility at 'BB+'; and
   -- subordinated debt has been upgraded to 'B+' from 'B'.

Fitch says the Rating Outlook is Stable.  Approximately $700
million of debt is affected by Fitch's action.


STUTTGART COLLISION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Stuttgart Collision, Inc.
        aka Stutgart Collision, Inc.
        3050 Southwest 38th Court
        Miami, Florida 33146

Bankruptcy Case No.: 05-60306

Chapter 11 Petition Date: December 27, 2005

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Octavio E. Mestre, Esq.
                  Law Offices of Octavio Mestre
                  7385 S.W. 87 Avenue, Suite 100
                  Miami, Florida 33173
                  Tel: (305) 443-7020

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

Estimated Debts:  $1 Million to $10 Million

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


TELOGY INC: List of 20 Largest Unsecured Creditors
--------------------------------------------------
Telogy Inc., submitted a list of its 20 Largest Unsecured
Creditors to the U.S. Bankruptcy Court for the Northern District
of California:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Prudential Capital Group      Sub-Debt Holder        $51,855,555
180 North Stetson Street,
Suite 5600
Chicago, IL 60601

Massachusetts Mutual Life     Sub-Debt Holder        $14,284,473
1500 Main Street, Suite 2800
Springfield, MA 01115

Hewlett Packard               Sub-Debt Holder         $9,000,000
420 Mountain Avenue
Murray Hill, NJ 07974

B IV Capital Partner/         Revolver Lender/           Unknown
DDJ Capital                   Senior Noteholder
141 Linden Street, Suite 4
Wellesley, MA 02482

DK Acquisition Partners       Revolver Lender/           Unknown
885 Third Avenue, Suite 3300  Senior Note Holder
New York, NY 10022

Sunrise Partners/             Revolver Lender            Unknown
Buckeye Capital
230 Park Avenue, Suite 1540
New York, NY 10169

Prudential Capital Group      Senior Note Holder         Unknown
180 North Stetson Street,
Suite 5600,
Chicago, IL 60601

Prudential Capital Group      Senior Note Holder         Unknown
180 North Stetson Street,
Suite 5600,
Chicago, IL 60601

Deutsche Bank Trust Company   Revolver Lender            Unknown
Americas
DB Services New Jersey, Inc.
60 Wall Street, 2nd Floor
New York, NY 10005

Advantus Capital Management,  Senior Note Holder         Unknown
Inc.
400 Robert Street North,
Suite 1000
St. Paul, MN 55101

Great West Life Insurance     Senior Note Holder         Unknown
8515 East Orchard Road
Greenwood Village, CO 80111

TRS Callisto LLC              Senior Note Holder         Unknown
c/o DB Services New Jersey,
Inc.
90 Hudson Street,
MS JCY05-0511
Jersey City, NJ 7302

Allstate Insurance Company    Senior Note Holder         Unknown
3075 Sanders Road, Suite G5D
Northbrook, IL 60062-7127

Mutual of Omaha Companies     Senior Note Holder         Unknown
Mutual of Omaha Plaza
Omaha, NE 68175

Guggenheim Partners           Senior Note Holder         Unknown
135 East 57th St., 9th Floor
New York, NY 10022

Bank of the West              Pool Holder                Unknown
1450 Treat Boulevard
NC-TRE-03-A
Walnut Creek, CA 94957

Equipment Blocker Corp.       Pool Holder                Unknown
c/o Goodwin Procter LLP
One Exchange Place
Boston, MA 2109

National Loan Investors, LP   Pool Holder                Unknown
3030 Northwest Expressway
#1313
Oklahoma City, OK 73112

Siemens Financial Services,   Lease broker               Unknown
200 Somerset Corporate Blvd.,
Bridgewater, NJ 08807-2840

Trinity Capital Group        Lease broker                Unknown
473 Sansome Street
San Francisco, CA 94411

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, and leases electronic
test equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its debtor-
affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructurng efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TRINSIC: $1-Mil. Equity Infusion Settles Tax Dispute with New York
------------------------------------------------------------------
Trinsic, Inc. (OTCBB: TRIN), disclosed it has borrowed $1,000,000
from The 1818 Fund III, L.P., its largest shareholder, in order to
take advantage of a tax settlement with the State of New York. The
Fund is one of a family of funds managed by Brown Brothers
Harriman & Company.

To secure the loan, Trinsic delivered to the Fund a promissory
note bearing interest at 12% annually and due on demand.  The
promissory note requires that, upon request by the Fund, Trinsic
must provide to the Fund a security interest in any and all of its
assets, except those assets subject to its Receivables Sales
Agreement with Thermo Credit LLP.  According to the Company, it
has provided the Fund a mortgage on real estate in Atmore,
Alabama, where it has an operations facility.

The settlement with the State of New York resolves certain
corporate and sales tax disputes from the years 1999 through 2001.
Under the settlement, Trinsic has agreed to pay approximately $2.8
million, with a down payment of $750,000 and the balance paid in
24 equal monthly installments.

Trinsic Inc. -- http://www.trinsic.com-- offers consumers and
businesses traditional and IP telephony services.  Trinsic's
products include proprietary services such as Web-accessible,
voice-activated calling and messaging features that are designed
to meet customers' communications needs intelligently and
intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic, Inc., changed its name from Z-Tel Technologies, Inc. on
January 3, 2005.

At Sept. 30, 2005, Trinsic, Inc.'s balance sheet showed a
$1,395,000 stockholders' deficit compared to a $21,082,000 equity
deficit at Dec. 31, 2004.


UAL CORP: Inks Pacts Resolving Claims by Transamerica, et al.
-------------------------------------------------------------
In connection with their fleet restructuring program, UAL
Corporation and its debtor-affiliates entered into various
agreements relating to individual aircraft, settling the claims of
financiers in connection with the prepetition financing
arrangements and the postpetition restructurings.  In several
instances, however, the proofs of claim filed against the Debtors
were not amended to reflect the settlements, or the claims the
financiers retained, subsequent to the restructuring.

In three separate stipulations, the Debtors resolved and
reconciled several claims separately filed by Transamerica
Aviation LLC, U.S. Bank National Association, and Wells Fargo
Bank Northwest, N.A., to match the applicable restructurings and
claim settlements.

                        The Stipulations

The Transamerica Stipulation settles Transamerica's Claim No.
39309 relating to Aircraft Nos. N341UA and N342UA.  It provides
that Transamerica will be allowed to assert general unsecured
claims against the Debtors bankruptcy estate as part of the
N341UA and N342UA restructuring transactions.

The U.S. Bank and Wells Fargo Stipulation, on the other hand,
relates to aircraft:

   -- N375UA,
   -- N376UA,
   -- N377UA,
   -- N378UA,
   -- N782UA,
   -- N772UA,
   -- N665UA,
   -- N781UA,
   -- N525UA,
   -- N825UA,
   -- N819UA,
   -- N826UA, and
   -- N820UA

U.S. Bank and Wells Fargo served either as Indenture Trustee or
Security Trustee in the financing transactions for the 13
aircraft.  On account of certain rights, remedies, and
liabilities under the Financing transactions:

   (a) U.S. Bank filed general unsecured claims against the
       Debtors:

       Claim No.    Claim Amount     Tail No.
       ---------    ------------     --------
         33718      $23,433,454       N375UA
         33761       23,422,373       N376UA
         33763       23,422,373       N378UA
         33764       23,422,373       N377UA

   (b) Wells Fargo filed claims asserting secured status against
       the Debtors:

       Claim No.    Claim Amount     Tail No.
       ---------    ------------     --------
         31843      $51,812,645       N782UA
         40348       40,135,020       N772UA
         40349       52,934,215       N665UA
         40364       46,248,182       N781UA
         36212       33,058,052       N525UA
         33660       24,099,526       N825UA
         33661       24,675,370       N819UA
         33662       24,174,960       N826UA
         33663       22,679,455       N820UA

The U.S. Bank/Wells Fargo Stipulation provides that as part of
the restructuring transactions for the 13 aircraft:

   * U.S. Bank will be allowed to assert each of its Claims as
     general unsecured claims for $5,226,946 against the Debtors'
     bankruptcy estate; and

   * Wells Fargo will be allowed to assert general unsecured
     claims against the Debtors' bankruptcy estate in these
     reduced amounts:

       Claim No.    Claim Amount     Tail No.
       ---------    ------------     --------
         31843          $100,00       N782UA
         40348          100,000       N772UA
         40349        7,571,536       N665UA
         40364          100,000       N781UA
         36212       18,272,719       N525UA
         33660           35,000       N825UA
         33661           35,000       N819UA
         33662           35,000       N826UA
         33663           35,000       N820UA

In a separate stipulation, Claim No. 43759 filed by U.S. Bank for
$11,913,963 relating to Aircraft No. N318UA, is reduced and
allowed at $10,566,648 as part of the restructuring transactions.
The stipulation was executed separately because of timing issues
in obtaining the applicable financier's consent to entry into the
stipulation.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Illinois to approve the three stipulations in
their entirety.

Even though the Debtors believe that they already have received
full authority from the Court to consummate the settlements
through the stipulations, the Debtors are seeking the Court's
approval in an abundance of caution to ensure that the claims
against their estate properly reflect the settlements and
restructuring transactions effectuated during the bankruptcy
case.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Asks Court to Disallow Rayonda Dye's Claim
--------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to disallow Rayonda
Dye's Claim No. 15531.

Mark A. Shaiken, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, relates that on November 23, 1998, the Debtors
hired Ms. Dye as a Provisioner I, a non-sales position.  Ms. Dye
subsequently transferred to Skytel Corporation in Rolling
Meadows, Illinois, as a sales associate with an 8% pay increase.

On January 31, 2000, Ms. Dye filed with the U.S. Equal Employment
Opportunity Commission a charge of discrimination against the
Debtors, contending that:

   (a) the Debtors promised her a six month starting pay
       adjustment but did not receive it; and

   (b) she was paid less than white employees performing the same
       job.

The EEOC issued a "no cause" finding on Ms. Dye's Charge of
Discrimination.

In April 2001, the Debtors started considering Ms. Dye's transfer
to Chicago, Illinois, as a Wireless Sales Representative, Mr.
Shaiken discloses.

On April 23, 2001, Ms. Dye voluntarily terminated her employment
with the Debtors.

Subsequently, Ms. Dye filed Claim No. 15531 in the Debtors'
Chapter 11 cases, pursuing her allegations in the Charge of
Discrimination.

Ms. Dye also asserted an allegation of discrimination in transfers
or promotions.  Ms. Dye contended that the Debtors discriminated
against her when she attempted to transfer to a new position, by
telling her she could not do so because she had not been in her
current position for one year.  Ms. Dye complained that it was
discriminatory because a white co-worker transferred into her
department without having met the requirement.

"[Ms. Dye's] assertion is insufficient to survive a motion for
summary judgment because she has not identified any specific
position to which she allegedly sought to transfer or be promoted,
and there is no evidence that such a position was available or
that [she] was qualified for it," Mr. Shaiken argues.

Mr. Shaiken points out that Ms. Dye never raised the issue of
discriminatory transfer or promotion in her Charge of
Discrimination, nor did she file any subsequent Charge Of
Discrimination asserting the same.  Mr. Shaiken explains that an
employee raising a claim of discrimination under Title VII of the
Civil Rights Act of 1964 must file a charge of discrimination with
the EEOC before commencing a lawsuit against her employer.
Accordingly, Ms. Dye failed to exhaust the required administrative
remedies.  Hence, she is barred from recovering under Title VII
for any claim based on allegedly discriminatory decisions
regarding promotion or transfer.

Moreover, there is no evidence that Ms. Dye filed suit against the
Debtors within the required time limit, or at any other time,
Mr. Shaiken maintains.  Thus, Ms. Dye is barred from recovering
under Title VII for any of the claims of race or sex
discrimination she first raised in her Charge of Discrimination.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: DACA Wants Payment of 42 Assigned Claims
------------------------------------------------------
Debt Acquisition Company of America holds 42 claims acquired by
assignment from various creditors of WorldCom, Inc., and its
debtor-affiliates' bankruptcy case.  The DACA Claims are Class 4
Convenience Claims or Executory Cure Claims by definition, Dean T.
Kirby, Jr., Esq., at Kirby & McGuinn, in San Diego, California,
tells the U.S. Bankruptcy Court for the Southern District of New
York.

A complete list of the 42 DACA Claims is available for free at:

        http://bankrupt.com/misc/worldcom_DACAClaims.pdf

By this motion, DACA asks the Court to compel the Debtors to pay
its Claims.

Under the confirmed Plan of Reorganization, Class 4 Convenience
Claimholders are to receive the lesser of:

   (a) 40% of the Allowed amount of the Convenience Claim; or

   (b) $16,000.

Holders of Allowed Claims greater than $40,000 were able to elect
their Claim into the Class, Mr. Kirby notes.

The Plan also provides that Executory Cure Claims were required to
be paid in full upon the assumption of the executory contracts to
which they were related, Mr. Kirby cites.

DACA first received distributions to certain of its claims in
June 2004.  Since then, additional checks have been received at
random intervals.  However, as of December 5, 2005, DACA has not
received distributions on 42 of its assigned claims, Mr. Kirby
avers.

DACA has attempted to resolve various issues relating to unpaid
claims with the Debtors.  As a result, DACA has learned that the
Debtors mistakenly made distributions to the original creditors or
incorrect parties and did not pay DACA.

Mr. Kirby contends that the Debtors have defaulted under the
Plan.  "Although these errors have been called to the attention of
counsel for the Debtors, DACA has not received the payments to
which it is entitled," Mr. Kirby remarks.

DACA is entitled to payment because the Debtors had both actual
and constructive notice that DACA was the valid assignee, Mr.
Kirby argues.  "If the Debtors paid the wrong party, then they
should bear the risk of loss."

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YAKIMA COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: Yakima Company, Inc.
             P.O. Box 311
             Woodinville, Washington 98072

Bankruptcy Case No.: 05-02364

Debtor affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Yakima Compost Company                     05-02365

Chapter 11 Petition Date: December 30, 2005

Court: District of Arizona (Yuma)

Judge: James M. Marlar

Debtors' Counsel: Joseph E. Cotterman, Esq.
                  Gallagher & Kennedy, P.A.
                  2575 East Camelback Road
                  Phoenix, Arizona 85016-9225
                  Tel: (602) 530-8000
                  Fax: (602) 530-8500

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
Yakima Company, Inc.     $1 Million to      $1 Million to
                         $10 Million        $10 Million

Yakima Compost Company   $1 Million to      $1 Million to
                         $10 Million        $10 Million

The Debtors did not file their lists of 20 largest unsecured
creditors.


* Burns & Levinson and Perkins Smith & Cohen Join Forces
--------------------------------------------------------
Burns & Levinson LLP and Perkins Smith & Cohen LLP reported that
the attorneys of Perkins Smith & Cohen, including members of its
"Sci-Tech" practice, are joining Burns & Levinson.  The
combination of Burns & Levinson's strong corporate, finance and
other business law specialties with Perkins Smith's thriving
Science and Technology Group provides Burns & Levinson with
significant high-tech and life sciences expertise.  With the
addition of the Perkins Smith & Cohen attorneys, Burns & Levinson
will grow from 100 to nearly 140 lawyers.

Founded in 1960, Burns & Levinson specializes in business law,
finance, business litigation, real estate, bankruptcy,
intellectual property and private client representation. Burns &
Levinson has additional offices in Providence, R.I., and
Washington, D.C. Perkins Smith & Cohen, founded in 1975, has a
renowned Science & Technology practice -- dubbed "Sci-Tech" --
with a strong emphasis in intellectual property law specializing
in the representation of scientists, entrepreneurs, emerging
companies, universities and public and privately held high-
technology and life sciences companies.

"Unlike other recent regional deals matching Boston law firms with
firms from far-flung areas, this marriage is uniquely Boston,
combining the best business law attributes of Burns & Levinson
with the unrivaled technology expertise of Perkins Smith & Cohen,"
said David P. Rosenblatt, managing partner at Burns & Levinson.
"Boston is a leading center for life sciences, colleges and
universities, and we saw the strength in Perkins Smith's Sci-Tech
practice and how it would complement our corporate, finance and
venture capital practices.  Having Perkins Smith & Cohen join us
will create a host of opportunities and synergies for all of us."

Rosenblatt emphasized the importance of Perkins Smith & Cohen's
intellectual property practice, noting that Jerry Cohen, one of
Perkins Smith & Cohen's founding partners, is a highly respected
intellectual property attorney.  "As a firm focused on New
England- based clients, as well as national and international
clients, it is critical that we have sufficient depth and breadth
in the intellectual property arena," he added.  "Perkins Smith &
Cohen's longstanding reputation for excellence in this area
provides us with the opportunity to better serve these businesses
and open the doors for us to market ourselves more strongly to the
high-tech and life sciences communities."

Robert D. Friedman, managing partner at Perkins Smith & Cohen,
also lauded the combined firm.  "We're thrilled about the prospect
of combining our Science & Technology group with Burns &
Levinson's impressive corporate and business law acumen," said
Friedman.  "The combined firm will also have international
expertise in representing business interests in Canada, China and
Israel.  In addition, Perkins Smith clients will benefit from the
added depth offered by Burns & Levinson's litigation, real estate,
and trusts and estates practices."

Friedman described the partnership with Burns & Levinson as a
significant growth opportunity.  "The range of specialties that
they bring to the table will enable us to provide full service to
our clients and expand and develop new client relationships," he
said.

Perkins Smith & Cohen LLP is expected to join Burns & Levinson LLP
in early January 2006.

                          About the Firms

Burns & Levinson, with 100 attorneys in five offices in New
England, as well as one in Washington, D.C., is a full-service
Boston-based business law firm.  The firm has grown steadily and
strategically throughout the years and has become a premier New
England-based business law firm with regional, national and
international clientele.  The firm has expertise in corporate law,
finance, venture capital, private equity, tax, bankruptcy, lending
and leasing, real estate, intellectual property and business
litigation. Burns & Levinson also has a large private clients
group that services clients in the areas of estate planning,
probate and trust litigation, divorce and other family law issues.
The firm will also open an office in Shanghai, China in early 2006
to service its U.S. and Chinese clients.  For more information,
visit Burns & Levinson at http://www.burnslev.com/

Perkins Smith & Cohen, with 40 attorneys, is a full-service
Boston-based law firm with a focus on the Science and Technology
sector.  Its Patent and Intellectual Property practice is widely
known with significant representation of scientists, inventors and
entrepreneurs in both established and emerging technology and life
sciences companies.  The firm also represents numerous
universities throughout the country in patent, licensing and
technology matters.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Forum
         Mid-day Club, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

January 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

January 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund Panel
         Troy Marriott, Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Looking Back at the First 90 Days
         Cornell Club, New York, New York
            Contact: http://www.airacira.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

January 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Roundtable Discussion
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

February 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

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.  Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


                    *** End of Transmission ***