TCR_Public/060106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 6, 2006, Vol. 10, No. 5

                             Headlines

ADELPHIA COMMUNICATIONS: Adopts 2006 Short-Term Incentive Plan
AMC ENTERTAINMENT: Moody's Rates $325 Million Sr. Sub. Notes at B3
AMERICAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
AMERICAN TECH: Appoints John Zavoli as Interim Chief Fin. Officer
AMERICAN TECH: Posts $9 Mil. Net Loss for the Year Ended Sept. 30

ANCHOR GLASS: Bankruptcy Court Slates Jan. 16 as Claims Bar Date
ANCHOR GLASS: Gets Court Nod to Modify Wachovia Credit Agreements
ANCHOR GLASS: Taps Schulte Roth as Special Litigation Counsel
ANZA CAPITAL: Balance Sheet Upside-Down by $1.74 Mil. at Oct. 31
ARMSTRONG WORLD: Employs Financial Balloting as Claims Agent

ARMSTRONG WORLD: Wants to Hire Ryan & Co. as Tax Consultants
ASARCO LLC: Court Okays Rejection of American Limestone Agreement
ASARCO LLC: FTI Consulting Okayed as Committee's Financial Advisor
ASARCO LLC: Wants to Assume BofA and M&T Equipment Lease
AUSTIN COMPANY: Wants Until May 14 to File Chapter 11 Plan

AUTOCAM CORP: Moody's Lifts Bank Credit Facilities' Rating to B3
BOYD GAMING: Stardust Redevelopment Turns S&P's Outlook to Stable
BSD SOFTWARE: Balance Sheet Upside-Down by $3.22MM at October 31
BUEHLER FOODS: Wants Open-Ended Lease Decision Deadline
CALPINE CORP: Court Okays Contract & Lease Rejection Procedures

CALPINE CORP: Judge Lifland Approves Kurtzman as Noticing Agent
CALPINE CORP: Wants to Hire AP Services as Crisis Managers
CATHOLIC CHURCH: Judge Perris Rules Churches Belong to Portland
CATHOLIC CHURCH: Spokane Files First Amended Reorganization Plan
CENVEO INC: Promotes Thomas W. Oliva as President

CHEVY CHASE: Moody's Reviews 4 Class B-4 Certificates' Ba2 Ratings
CONSUMERS TRUST: Creditors Must File Proofs of Claim by March 15
CONSUMERS TRUST: U.S. Trustee Picks 11-Member Creditors Committee
CORDOVA FUNDING: S&P Puts $225 Million Bonds on Positive Watch
CORNELL TRADING: Case Summary & 20 Largest Unsecured Creditors

CREDIT SUISSE: Fitch Rates $6.4 Million Class B-3 Certs. at BB+
CYBERCO HOLDINGS: Proofs of Claims Must be Submitted by Jan. 12
DON SIMPLOT: Case Summary & 18 Largest Unsecured Creditors
DX III HOLDINGS: Moody's Rates Planned $150 Million Facility at B3
ENRON CORP: Court Approves JP Morgan Settlement Agreement

ENTERGY LOUISIANA: Moody's Puts Ba1 Rating on New Preferred Stock
ENTERGY NEW ORLEANS: Entergy Corp. Balks at Panel's Hiring of FTI
ETHNIC & AMERICAN: Files Chapter 7 Petition in Massachusetts
ETHNIC & AMERICAN: Voluntary Chapter 7 Case Summary
EXTENDICARE HEALTH: Moody's Rates $200 Million Facilities at Ba2

FIRST NATIONWIDE: Fitch Holds Junk Rating on Class II-B-5 Certs.
FRANCIS MCCULLOUGH: Voluntary Chapter 11 Case Summary
G & D FUTURE: Case Summary & 20 Largest Unsecured Creditors
GENERAL MARITIME: Inks Share Repurchase Agreement with Oaktree
GLYCOGENESYS INC: Requests Hearing to Appeal Nasdaq Delisting

HEALTHNOW NEW: Good Performance Prompts S&P to Lift Ratings to BB+
HILLMAN GROUP: Filing Delays Prompt S&P to Withdraw B Ratings
INTERSTATE BAKERIES: Court OKs Byer's $2.4MM Bid on Alameda Place
INTERSTATE BAKERIES: Gets Court Nod on Consolidation Protocol
KAISER ALUMINUM: Clark Public Balks at Motion for Summary Judgment

KAISER ALUMINUM: Court Rules on Guaranty Subordination Dispute
KNOLL INC: Registers 15 Million Common Shares for Resale
LAIDLAW GLOBAL: Names Roger Bendelac as Single Board Member
LOST INDIAN: Voluntary Chapter 11 Case Summary
MARLENE CORDES: Case Summary & 20 Largest Unsecured Creditors

MASSACHUSETTS PORT: Missed Payment Cues S&P to Cut Rating to D
MIRANT CORP: Five Debtor-Affiliates Want Access to $50MM DIP Funds
MIRANT CORP: Settles Montgomery's Claims for $4.93MM Plus Interest
MIRANT CORP: Potomac River Station Reopens on DOE's Orders
MONTPELIER RE: Moody's Assigns (P)Ba2 Rating to Pref. Securities

MORTON'S RESTAURANT: Launches Offer for 7.5% Senior Secured Notes
NOBEX CORP: Wants $1.2 Million Biocon DIP Loan Approved
NOBEX CORP: Wants to Limit Creditor's Access to Confidential Info
NORTHWEST AIRLINES: Court Approves Airbus DIP Financing Facility
NORTHWEST AIRLINES: Court Okays UTF Funding to Buy Aircrafts

NORTHWEST AIRLINES: Gets Open-Ended Lease Decision Deadline
NOVA COMMS: Registers 29.82MM Shares for Resale & 10MM for Sale
O'SULLIVAN IND: Panel Seeks Clarification on Six Professionals
O'SULLIVAN IND: Wants Final Court Approval for FTI's Retention
OWENS CORNING: Gets Court OK on $6.8M Sale of Fiberglass Equipment

OWENS CORNING: Inks Settlement with Allianz over Asbestos Coverage
OWENS CORNING: Wants Until July 31 to Solicit Plan Acceptances
PARMALAT USA: Allows Pineros to Pursue Tort Claim in Kings County
PLIANT CORP: Chapter 11 Filing Cues Moody's to Withdraw Ratings
PRICE OIL: Mooty & Associates Approved as Corporate Counsel

PROVEN DESIGNS: Case Summary & 20 Largest Unsecured Creditors
RHODES INC: Court Sets Confirmation Hearing on Feb. 2
SECOND CHANCE: Chapter 7 Trustee Taps Lewis Schuknecht as Counsel
SECOND CHANCE: Wants to Avoid Litigation with Jamaica
SHOPKO STORES: Closing of Offering Cues Fitch to Withdraw Ratings

SILVERADO FINANCIAL: Incurs $363,354 Net Loss in Third Quarter
SKYWAY COMMUNICATIONS: Court Sets Jan. 20 as Claims Bar Date
SOUND IMAGING: Case Summary & 20 Largest Unsecured Creditors
UNITED HOSPITAL: Court Appoints Mark Hammond as Responsible Person
UNITED HOSPITAL: Exclusive Plan Filing Period Stretched to Apr. 12

VICKERS MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
WBE COMPANY: Case Summary & 20 Largest Unsecured Creditors
WHITEHALL JEWELLERS: Newcastle Increases Offer to $1.50 Per Share
WILLIAM TERRELL: Case Summary & 9 Largest Unsecured Creditors
WINN-DIXIE: McArthur Dairy Gets Miami Dairy Plant for $5,750,000

WINN-DIXIE: Stuart Maue Approved as Professionals' Fee Examiner
W.R. GRACE: Court Approves Multi-Million Settlement with BofA
W.R. GRACE: Want Full Disclosure of Asbestos PD Panel's Witnesses

* Chadbourne & Parke Names Laura Hegedus as Tax Counsel in D.C.
* Thacher Proffitt Names Penny Matthews Groel as New Partner
* Thacher Proffitt Promotes two Attorneys to Real Estate Group

* BOOK REVIEW: AMEX: A History of the American Stock Exchange

                             *********

ADELPHIA COMMUNICATIONS: Adopts 2006 Short-Term Incentive Plan
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corp. reports that on
December 4, 2005, the Compensation Committee of its Board of
Directors adopted the Adelphia Communications Corporation 2006
Short-Term Incentive Plan, effective January 1, 2006.

According to Adelphia EVP, General Counsel and Secretary Brad M.
Sonnenberg, the STIP provides for the payment of cash bonuses for
the 2006 calendar year to the Company's eligible employees,
subject to the satisfaction of certain qualitative and
quantitative performance measures.

In general, Mr. Sonnenberg says, full-time employees with a title
of Director and above are eligible to participate in the STIP.
Some General Managers of local cable systems are also eligible to
participate in the STIP.

Awards are determined based on the satisfaction of performance
criteria established for the Company, and where relevant, the
satisfaction of certain performance criteria for certain regional
operations, and individual performance criteria, Mr. Sonnenberg
explains.  The Company and regional performance goals include:

    -- revenue,
    -- operating cash flow,
    -- capital expenditures,
    -- customer care,
    -- internal controls, and
    -- level of basic subscribers.

Awards under the STIP will be paid not later than March 14, 2007.

In connection with the grant of awards under the STIP during
2006, Adelphia will send to each employee who is a participant in
the STIP an award letter that sets forth the level of the
participant's award, at target, which is designated as a
percentage of the participant's salary.

A full-text copy of the 2006 Short-Term Incentive Plan is
available for free at http://ResearchArchives.com/t/s?422

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
118; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMC ENTERTAINMENT: Moody's Rates $325 Million Sr. Sub. Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
bank facilities of AMC Entertainment, Inc. (AMC) and a B3 rating
to AMC's proposed senior subordinated notes issuance.  AMC expects
to close on its previously announced merger with Loews Cineplex
Entertainment Corporation in the beginning of this year and will
use proceeds from the bank credit facilities to repay existing
bank debt at Loews Cineplex, as well as to provide liquidity for
the combined entity.

The senior subordinated notes issuance represents a refinancing of
senior subordinated notes at Loews Cineplex.  Moody's also
affirmed all other AMC and Marquee Holdings, Inc. (parent company
of AMC) ratings.  Moody's withdrew ratings on existing AMC bank
facilities and plans to withdraw the Loews Cineplex ratings upon
the completion of the merger and the repayment of existing Loews
Cineplex debt.

The B1 corporate family rating reflects:

   * high financial risk,
   * sensitivity to product from movie studios, and
   * a weak industry growth profile;

offset by:

   * the advantages of scale,

   * expected benefits from synergies following the combination,
     and

   * strong liquidity.

Moody's also changed the rating outlook to stable from negative.

Due to expectations for meaningful synergy benefits and AMC's
strong liquidity profile, a downgrade over the next 18 months is
less likely.

Ratings assigned:

  AMC Entertainment, Inc.:

    * Ba3 Assigned to $200 million Senior Secured Revolving Credit
      Facility matures 2012

    * Ba3 Assigned to $650 million Senior Secured Term Loan
      matures 2013

    * B3 Assigned to $325 million Senior Subordinated Notes
      due 2016

Ratings affirmed:

  AMC Entertainment, Inc.:

    * B2 rating on $205 million senior (floating rate) notes
      due 2010 affirmed

    * B2 rating on $250 million 8.625% senior notes due 2012
      affirmed

    * B3 rating on $215 million 9.5% senior subordinated notes
      due 2011 affirmed

    * B3 rating on $175 million 9.875% senior subordinated notes
      due 2012 affirmed

    * B3 rating on $300 million 8% senior subordinated notes
      due 2014 affirmed

  Marquee Holdings, Inc.:

    * B1 Corporate Family Rating affirmed

    * Caa1 rating on Senior Discount Notes due 2014 ($304 million
      face value) affirmed

Rating Withdrawn:

  AMC Entertainment, Inc.:

    * Ba3 $175 million Senior Secured Revolving Credit Facility
      matures 2009

Outlook changed to stable from negative.

Ratings reflect AMC's financial risk, including:

   * high leverage of approximately 8 times (as per Moody's
     financial metrics, adjusted for operating leases and
     including the discount notes at the holding company);

   * thin interest and fixed charge coverage; and

   * modest free cash flow.

Furthermore, like all theater operators, AMC remains vulnerable to
the quality and availability of film and faces at best minimal
growth potential.  However, the ratings are supported by:

   * the scale and geographic diversity;

   * expected merger-related cost savings and revenue benefits;
     and

   * strong liquidity.

Moody's anticipates leverage of the combined entity immediately
pro forma the transaction will be high at approximately 8 times
and interest coverage weak at slightly under 2 times.  Initial
merger costs and the time required to implement synergies will
likely inhibit generation of free cash flow and reduction in
leverage over the near term.

Furthermore, like all theater operators, AMC operates in a mature
industry with low to negative growth potential, high fixed costs
(AMC's fewer owned theaters relative to its peer group exacerbates
this challenge) and increasing competition from alternative media.
The company also remains vulnerable to the studios to create
product that will drive the attendance that leads to cash flow
from admissions and concessions.

AMC benefits, however, from geographic diversity and the increased
scale of the combined company, which creates greater volume
purchasing benefits and enhances potential upside from advertising
revenue.  Moody's believes the combined company will also achieve
cost savings due to reduced corporate overhead and payroll.  

Strong liquidity, including a $200 million undrawn revolving
credit facility, balance sheet cash in the $200 million range, no
meaningful debt maturities prior to 2011 and covenant flexibility
further supports the rating.  Finally, Moody's considers AMC's 29%
ownership in National CineMedia, its wholly owned Cinemex
subsidiary and its ownership stake in international joint ventures
to be valuable assets.  The growing value of the National
CineMedia joint venture will provide some incremental, high margin
EBITDA to help offset industry maturity and attendance volatility,
in Moody's view.

The stable outlook incorporates expectations for a decline in
leverage to the 7 times range for the fiscal year ending March
2007 as EBITDA rises with the realization of merger benefits and
modest improvements in operating trends.  The rating remains
weakly positioned due to current leverage, which Moody's views as
unsustainable, but the strong liquidity profile significantly
reduces the risk of default and Moody's considers a downgrade over
the next 18 months less likely.  Inability to achieve projected
synergies or weaker operating trends could result in a reversion
to a negative outlook or pressure the ratings down.  Upward rating
momentum is highly unlikely over the near to intermediate term
given the low probability of AMC reducing leverage enough to
support a higher rating (likely in the 6 times range or below).

Moody's views AMC leverage of approximately 8 times (including the
discount notes at the holding company and adjusted for operating
leases) as unsustainable but expects leverage will decline to the
7 times range for its fiscal year ending March 31, 2007, with the
realization of merger related synergies and modest improvements in
attendance trends and in the quality of its theater circuit.

Furthermore, in Moody's view, lenders benefit from the significant
amount of operating leases, which comprise approximately 60% of
total debt and would likely absorb some loss in a distress
scenario.  AMC also benefits from substantial liquidity, with
balance sheet cash in the $200 million range pro forma for the
transaction and receipt of cash proceeds from the sale of Loews
Cineplex's ownership in a South Korean joint venture.

In addition to the balance sheet cash, the undrawn $200 million
revolving credit facility, the absence of meaningful debt
maturities prior to 2011, and strong projected covenant cushion
further enhance liquidity and substantially diminish the risk of
default, in Moody's view.  Interest coverage in the two times
range is moderate.  Fixed charge coverage as measured by EBITDA
less capital expenditures-to-interest expense in the low 1 times
range is weaker, but in Moody's view the strong liquidity somewhat
mitigates this low ratio.  Furthermore, some of the capital
expenditures could likely be delayed if necessary.

Moody's notches the bank debt, which comprises approximately 15%
of total debt (including capitalized operating leases), up to Ba3
from the B1 corporate family rating.  Moody's believes that in a
restructuring scenario, operating leases would be more vulnerable
to impairment than the bank debt.  The B2 rated senior notes and
the B3 rated senior subordinated notes at the operating company
constitute the bulk of the balance sheet debt (approximately 55%)
and about 20% of total debt (including capitalized operating
leases) and are effectively and contractually subordinated to the
bank debt.  The Caa1 rating on the bonds at the holding company
Marquee Holdings, Inc. reflects the equity like risk of this
instrument, which would likely absorb the majority of the loss in
a distress scenario, in Moody's view.

Pro forma annual revenue of the combined entity for fiscal year
ended March 31, 2005, is approximately $2.6 billion.  AMC
Entertainment is one of the largest movie theater exhibition
companies in the United States, with about 3,500 screens in 225
theaters located mostly in the United States, and a smaller
presence in several international markets.  The company maintains
its headquarters in Kansas City, Missouri.  

Loews Cineplex Entertainment is one of the largest cinema
operators with about 2,200 screens in about 200 theaters operating
primarily in the largest domestic urban and high-density suburban
markets.  The company also has a strong market presence in Mexico
through its wholly-owned subsidiary Cinemex, and in Spain through
a joint venture.  The company maintains its headquarters in New
York, New York.


AMERICAN FAMILY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Family Services, Inc.
        dba Arcadia Nursing and Rehabilitation Center
        dba Quail Run Assisted Living Center
        P.O. Box 40018
        Baton Rouge, Louisiana 70835

Bankruptcy Case No.: 06-10002

Type of Business: The Debtor provides nursing care services.

Chapter 11 Petition Date: January 4, 2006

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: William E. Steffes, Esq.
                  Patrick S. Garrity, Esq.
                  Steffes, Vingiello, & McKenzie, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, Louisiana 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Dennis H. Nooner, Sr.                           $200,000
c/o Michael S. Ewing
10900 Nuckols Road, Suite 200
Glen Allen, VA 23060

Gulf South Medical Supply                        $22,369
4345 Southpoint
Jacksonville, FL 32216

Lankford Sysco Food Service                      $12,886
33239 Costen Road
P.O. Box 477
Pocomoke City, MD 21851-0477

Neighborcare                                      $9,929

Shore Rehabilitation Services                     $8,812

Optimum Choice, Inc.                              $6,294

Margaret Merritt                                  $3,368

Floyd Energy, Inc.                                $2,417

Waste Management of Delmarva                      $1,939

Virginia Lifeline Ambulance                       $1,550

Sharp Energy                                      $1,460

Office Depot                                      $1,205

Lanier Worldwide                                    $875

Estate of Norman Jabobs                             $832

Verizon                                             $650

Monumental Life Ins. Co.                            $606

Mary Duffy                                          $549

Alimed, Inc.                                        $517

IDCSERVCO                                           $498

Kemps Foods, LLC                                    $496


AMERICAN TECH: Appoints John Zavoli as Interim Chief Fin. Officer
-----------------------------------------------------------------
American Technology Corporation (NASDAQ:ATCO), an innovator of
directed sound products and technologies, appointed John Zavoli,
the company's president and chief operating officer, as its
interim chief financial officer.  

The company also appointed Karen Jordan as its chief accounting
officer.  Ms. Jordan joined ATC last month as its director of
finance.

Michael Russell, the company's former chief financial officer, has
resigned.  Mr. Russell's resignation did not result from any
disagreement with the company, known to any executive officer of
ATC, regarding any accounting or financial reporting issue.

Mr. Zavoli brings more than 20 years of multinational financial,
operating, corporate finance and Big 4 consulting experience to
ATC.  He has directed corporate financial, treasury, tax, and
legal operations for public and VC-funded corporations, and has
held senior financial roles at Digital Equipment Corporation,
Madge Networks and Waste Management International.  He also is a
former partner at PricewaterhouseCoopers LLP, where he advised
high tech clients in global operations, taxation, fiscal
management, M&A, and other related issues.  Mr. Zavoli's
employment terms will not change as a result of this interim
appointment.

Ms. Jordan joined the company in November 2005 as director of
finance.  She brings to ATC more than 15 years of multinational
finance and accounting experience working for private and public
companies.  From July 2003 to November 2005, Ms. Jordan was a
self-employed bankruptcy executive managing the Estates of LCS
Management, Inc., and LCS West, Inc.  From January 2001 to July
2003, Ms. Jordan was corporate controller with LifeCare Solutions,
Inc., a provider of integrated home healthcare products and
services.  From June 1996 to January 2001, Ms. Jordan held various
positions with Quidel Corporation, a developer and manufacturer of
diagnostic tests for detection of a variety of medical conditions
and illnesses.  At the time Ms. Jordan left Quidel Corporation,
she held the position of assistant controller.  Ms. Jordan is a
Fellow Chartered Accountant in Ireland.  Ms. Jordan received her
Associate Chartered Accountant license from the Institute of
Chartered Accountants in Ireland.

American Technology Corporation -- http://www.atcsd.com/-- is  
Shaping the Future of Sound(R) through its proprietary directed
sound products and technologies which include: the award-winning
HSS(R) (HyperSonic(R) Sound technology); LRAD(TM) (Long Range
Acoustic Device) products family; NeoPlanar(R) products family;
Sound Vector(TM) technology; and others.  ATC is establishing a
strong portfolio of patents, trademarks, and intellectual property
including over 320 U.S. and foreign patents and pending patent
applications to date.

                          *    *    *

                      Material Weaknesses

Swenson Advisors LLP of San Diego, California, found material
weaknesses in American Technology Corporation' internal controls
over financial reporting and associated weaknesses in its
disclosure controls and procedures after it audited the company's
financial statements for the fiscal year ended Sept. 30, 2005.

Swenson Advisors found material weaknesses in these areas:

   -- Oversight of Accounting Processes and Personnel,
   -- Information and Communication,
   -- Monitoring,
   -- Inventory Valuation,
   -- Fixed Asset Accounting,
   -- Accounts Receivable, and
   -- Accounts Payable.


AMERICAN TECH: Posts $9 Mil. Net Loss for the Year Ended Sept. 30
-----------------------------------------------------------------
American Technology Corporation (NASDAQ: ATCO), an innovator of
directed sound products and technologies, delivered its annual
financial statements for the fiscal year ended Sept. 30, 2005, to
the Securities and Exchange Commission.

Revenues for fiscal year 2005 increased nearly 77% to
$10.2 million compared to $5.8 million in fiscal year 2004.  The
company's government/force protection systems group and commercial
products group generated revenues of $9.3 million and
$0.9 million, respectively.

"While making a major transition from focusing on research and
development of new directed sound technologies to sales, marketing
and licensing of our products and technologies, we achieved record
fiscal year revenues," said John Zavoli, president, chief
operating officer and interim chief financial officer of American
Technology Corporation. "While this transition has been
challenging, we are working successfully with U.S. and
international companies and organizations to create new markets
and integrate our directed sound products and technologies into
digital signage networks and other commercial and military and
government applications."

                            Net Loss

ATC recorded a $9,086,707 net loss on $10,195,546 of total
revenues for the fiscal year ended Sept. 30, 2005.  The company
also has $51,414,200 of accumulated deficit as of Sept. 30, 2005.

                      Material Weaknesses

Swenson Advisors LLP of San Diego, California, found material
weaknesses in American Technology Corporation' internal controls
over financial reporting and associated weaknesses in its
disclosure controls and procedures after it audited the company's
financial statements for the fiscal year ended Sept. 30, 2005.

Swenson Advisors found material weaknesses in these areas:

   -- Oversight of Accounting Processes and Personnel,
   -- Information and Communication,
   -- Monitoring,
   -- Inventory Valuation,
   -- Fixed Asset Accounting,
   -- Accounts Receivable, and
   -- Accounts Payable.

A full text copy of American Technology Corporation's annual
financial statements for the fiscal year ended Sept. 30, 2005, is
available at no charge at http://ResearchArchives.com/t/s?426

American Technology Corporation -- http://www.atcsd.com/-- is  
Shaping the Future of Sound(R) through its proprietary directed
sound products and technologies which include: the award-winning
HSS(R) (HyperSonic(R) Sound technology); LRAD(TM) (Long Range
Acoustic Device) products family; NeoPlanar(R) products family;
Sound Vector(TM) technology; and others.  ATC is establishing a
strong portfolio of patents, trademarks, and intellectual property
including over 320 U.S. and foreign patents and pending patent
applications to date.


ANCHOR GLASS: Bankruptcy Court Slates Jan. 16 as Claims Bar Date  
----------------------------------------------------------------
The Honorable Alexander L. Paskay established Jan. 16, 2006, as
the last day for all entities holding a claim against Anchor Glass
Container Corporation or holding equity security interests, to
file proofs of claim.

The Court sets Feb. 6, 2006, as the deadline for governmental
entities to file proofs of claim.

Proof of claim forms should be mailed to:

       Acclaris, Inc.
       AGCC Claims
       P.O. Box 22105
       Tampa, Florida 33622-2105

The Court further rules that a holder of any claim arising from
the rejection of an unexpired lease or executory contract will
file any claim on or before the authorized Rejection Date.  If
the Order does not specify a date, the Court orders that the
claims be filed by the General Claims Bar Date.

If the Debtor amends its Schedules, claim holders will have 30
days from the amendment to file Proofs of Claim.

               Ad Hoc Committee Seeks Clarification

Prior to the Petition Date, Anchor Glass Container Corporation
issued 11% Senior Secured Notes due 2013 aggregating $300,000,000
pursuant to the Indenture dated February 7, 2003, with the Bank
of New York, as collateral agent and trustee for the holders of
Senior Secured Notes.  Pursuant to Noteholder Agreements, the
Senior Secured Notes are secured by certain of the Debtor's real
property, equipment, fixed assets and other property interests.

The Ad Hoc Committee of 11% Senior Secured Notes asks the Court
to clarify what types of claims the Note Trustee and Individual
Noteholders should file in relation to the Senior Secured Notes.

The Ad Hoc Committee proposes that:

   1. The Note Trustee should file a claim on behalf of all the
      holders of the Senior Secured Notes exclusively for the
      repayment by the Debtor of principal, interest and other
      applicable fees and charges, including unamortized
      premiums, on or under the Senior Secured Notes; and

   2. Any Individual Noteholder who wishes to assert a claim
      arising out of the Senior Secured Notes other than a Debt
      Claim will be required to file a proof of claim limited to
      claims other than a Debt Claim.

Donald R. Kirk, Esq., at Fowler White Boggs Banker PA, in Tampa,
Florida, asserts that an order clarifying the claim filing
procedures will avoid the filing of duplicative and overlapping
claims.

Mr. Kirk tells the Court that the Debtor and Note Trustee have
consented to the Ad Hoc Committee's request.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Gets Court Nod to Modify Wachovia Credit Agreements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Anchor Glass Container Corporation permission to enter into a
Modified Letter of Credit Agreements with Wachovia Bank, NA.

The Honorable Alexander L. Paskay directs Anchor Glass Container
Corporation to execute and deliver these documents to Wachovia
Bank:

   (a) the New LOC Agreements;

   (b) the Depository Agreement; and

   (c) other documentation Wachovia Bank may reasonably request
       in conjunction to the Transaction.

Judge Paskay directs both Anchor Glass and Wachovia Bank to
instruct Wachovia Capital Financial Corporation (Central) to
transfer to Wachovia Bank $13,471,937, as initial funding of the
Depository Accounts.  The amount will come from the reserve
maintained by Wachovia Capital (Central) allocated to secure its
liability under the LOC's.  The Wachovia Capital (Central) LOC
Liability Reserve Component has a current balance of $14,528,559.

The Continuing LOC Cash Collateral Amount transferred by Wachovia
Capital (Central) to Wachovia Bank will retain, for the benefit
of Wachovia Bank, the identical senior lien priority granted to
Wachovia Capital (Central) pursuant to the DIP Financing Order.

After transferring the Continuing LOC Cash Collateral Amount to
Wachovia Bank, Wachovia Capital (Central) will then, after first
withholding a sum reasonably estimated to cover all fees and
charges due under the terms of Wachovia Capital (Central) Credit
Facility, transfer the remainder of the Wachovia Capital
(Central) LOC Liability Reserve Component to Anchor Glass.
Upon transfer of all funds, Wachovia Capital (Central) will be
deemed released from all further liability to Wachovia Bank in
conjunction with the Original LOC Agreements and LOCs.

The Court also directs Anchor Glass to reimburse Wachovia Bank up
to $4,500, representing Wachovia Bank's attorneys' fees and costs
incurred in connection with the Transaction.

                        Wachovia LOC

On March 4, 2003, Wachovia issued an Irrevocable Letter of Credit
in the face amount of $4,425,000, for the benefit of Federal
Insurance Company.  Subsequently extended and amended, the Federal
LOC remains outstanding in the current face amount of $11,196,029
and will expire on Feb. 28, 2006.

On April 4, 2003, Wachovia issued another Irrevocable Letter of
Credit in the face amount of $3,605,252 for the benefit of the
Travelers Indemnity Company.  Subsequently extended and amended,
the Travelers LOC remains outstanding in the current face value
of $2,025,025 and will expire on December 31, 2005.

Each of the letters of credit was issued under a separate
application and agreement for Irrevocable Standby Letter of
Credit jointly submitted to and entered into with Wachovia by
both Anchor Glass Container Corporation and Congress Financial
Corp. (Central), now known as Wachovia Capital Financial
Corporation (Central) -- the LOC Agreements.

Currently the joint responsibility of Anchor Glass and Congress,
the repayment of any draws on the letters of credit are primarily
secured by:

   -- certain assets of Anchor Glass pledged to Congress; and

   -- a separate credit facility provided by Congress to Anchor
      Glass.

As part of its retiring from the Congress Credit Facility, Anchor
Glass asked Wachovia to release Congress from any further
liability under or in conjunction with both the original LOC
Agreements and the two letters of credit.  Anchor Glass also
asked Wachovia to extend the expiration dates of the Federal LOC
and the Travelers LOC.

Wachovia has agreed to release Congress if Anchor Glass enters
into a new application and agreement with Wachovia for each of
the letters of credit.  Simultaneously, Anchor Glass will also
enter into an agreement with Wachovia to provide substitute
security for the repayment of any future draws against the
letters of credit.

              Modifications to the LOC Agreements

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Anchor Glass will establish and maintain two depository accounts
with Wachovia.  The accounts will be assigned to Wachovia as
substitute security for the repayment of future draws under the
Travelers LOC and the Federal LOC.

Anchor Glass will execute and deliver to Wachovia new letter of
credit agreements for the Federal LOC and the Travelers LOC,
which will replace and supersede the original LOC agreements.

Anchor Glass will also establish and fund the two depository
accounts for 102% of the current outstanding face amount of the
Federal LOC and the Travelers LOC.

The assignment of the two depository accounts will be a
continuing one and will remain in effect for any further
extension of or amendment to either or both of the letters of
credit.  It will continue until the letters of credit are
returned canceled by the beneficiaries.  The assignment will also
continue and be applicable to any subsequent renewal, in whole or
in part, and replacement of either or both of the depository
accounts to be assigned.

In the event of a default under the new LOC agreements or a
demand for payment on either or both of the letters of credit,
Anchor Glass will have irrevocably authorized and empowered
Wachovia to withdraw and to apply the funds or deposits in the
depository accounts.

Hywel Leonard, Esq., at Carlton Fields, P.A., in Tampa, Florida,
asserts that the new arrangement represents a significant benefit
to Anchor Glass.  Under its existing arrangement, Anchor Glass'
funds representing 110% of the face value of the letters of
credit are securing Wachovia's potential obligations to the
beneficiaries of the letters of credit.  According to Mr.
Leonard, $1,000,000 of Anchor's funds will be 'freed up' because
of the new arrangement.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and
$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Taps Schulte Roth as Special Litigation Counsel
-------------------------------------------------------------
Anchor Glass Container Corporation seeks the U.S. Bankruptcy Court
for the Middle District of Florida's authority to employ Schulte
Roth & Zabel LLP as its special litigation counsel.

The Debtor needs Schulte Roth to represent it in connection with
the appeal of an adversary proceeding filed by Vincent J.
Naimoli, Anchor Glass' former chief executive officer, before the
United State Bankruptcy Court for the Middle District of Florida
in December 2003.

The Adversary Proceeding mainly involved claims for breach of
fiduciary duty pursuant to the Employee Retirement Income
Security Act of 1974.  Mr. Naimoli named the Debtor, two former
administrative committees of the Debtor's pension plans and
several officers and employees of the Debtor as defendants.

On June 3, 2005, the Bankruptcy Court dismissed the Naimoli
Complaint.  The case is currently on appeal to the United States
District Court for the Middle District of Florida.  The appeal
was placed on the District Court's docket on December 16, 2005.

The Debtor believes that Schulte Roth is well suited to represent
it in the Naimoli Lawsuit.  In April 2004, the Debtor hired
Schulte Roth to represent it in the Naimoli Lawsuit.  Since its
retention, the firm has:

   -- researched extensively the legal issues involved in the
      case;

   -- filed several motions on the Debtor' behalf; and

   -- participated in discovery, including the taking and
      defending of depositions.

As the Debtor's special litigation counsel, Schulte Roth will:

   (a) appear before the appellate court;

   (b) draft and file a brief in opposition to the plaintiff
       appellant's brief;

   (c) appear and argue at oral argument if the appellate court
       holds that argument; and

   (d) represent the Debtor in connection with the Adversary
       Proceeding before the Bankruptcy Court if the appellate
       Court reverses the Bankruptcy Court's prior dismissal of
       the action.

The Debtor will pay Schulte Roth for services rendered at its
customary hourly rates:

         Partners                   $530 to $775
         Special Counsel            $520
         Associates                 $205 to $515
         Legal Assistant            $135 to $260

The Debtor will also reimburse actual and necessary expenses
incurred by Schulte Roth.

Robert A. Soriano, Esq., at Carlton Fields, PA, in Tampa,
Florida, tells the Court that prior to the Petition Date, Schulte
Roth performed certain legal services for the Debtor.  In 2004,
the Debtor paid the firm $712,951 -- $325,581 of which was for
representation in the Naimoli Lawsuit.

The Debtor has scheduled Schulte Roth as having a non-contingent,
liquidated and undisputed claim for $493,337 and a contingent and
unliquidated claim for $69,659.  The scheduled claims are
attributable to fees and expenses relating to prepetition
services performed on behalf of the Debtor.

Ronald E. Richman, Esq., a partner at Schulte Roth, assures the
Court that the firm has no connection with the Debtor, its
creditors, the U.S. Trustee or any other party-in-interest.  
However, Mr. Richman discloses that:

   (a) The Debtor identified Schulte Roth as one of its largest
       unsecured creditors in its Chapter 11 Petition and related
       schedules;

   (b) The firm currently represents or formerly represented
       certain owners of voting securities, secured lenders,
       bondholders and indenture trustee, major noteholders and
       professionals related to the Debtor's Chapter 11 cases but
       are wholly unrelated to the Naimoli Lawsuit;

   (c) The firm has represented, and will continue to represent,
       Cerberus Institutional Partners, L.P.; Cerberus
       Institutional Partners (America), L.P.; and Cerberus
       International, Ltd.; owners of 5% or more of the voting
       securities of the Debtor, and various other entities
       affiliated with the Cerberus Interested Parties, since
       January 2002; and

   (d) The firm represents the individual defendants in the
       Naimoli Case, however, the firm will not represent the
       individual defendants with respect to any claims they may
       have against the Debtor.

From time to time, Mr. Richman adds, the firm likely has
represented, and likely will continue to represent, certain other
creditors of the Debtor and various other parties adverse to the
Debtor in matters unrelated to the Naimoli Lawsuit or the
Debtor's Chapter 11 case.

Schulte Roth is a full service law firm of approximately 410
lawyers with practice in the areas of, among others, corporate,
tax, litigation, employment and employee benefits.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and
$666.6 million in debts.(Anchor Glass Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANZA CAPITAL: Balance Sheet Upside-Down by $1.74 Mil. at Oct. 31
----------------------------------------------------------------
Anza Capital, Inc., delivered its quarterly report on Form 10 for
the quarter ending October 31, 2005, to the Securities and
Exchange Commission on December 14, 2005.  

The Company reported $517,167 net loss on $12,537,199 of
net revenues for the quarter ending October 31, 2005.  At
October 31, 2005, the Company's balance sheet shows $2,494,901
in total assets and $4,235,785 in total debts.  As of
October 31, 2005, the Company's equity deficit more than doubled
to $1,740,884 from a $732,848 deficit at April 30, 2005.

The Company experienced a net loss of $517,167 for the quarter
ended October 31, 2005, compared to a net loss of $1,316,925 for
the quarter ended October 31, 2004, and $490,869 for the quarter
ended July 31, 2005.  It has a net loss of $1,008,036 for the six
months ended October 31, 2005, compared to a net loss of
$1,265,660 for the six months ended October 31, 2004.

However, Anza's cash position remains strong with over
$1.3 million on hand as of October 31, 2005, compared to
$1.4 million as of July 31, 2005, and $1.3 million as of
April 30, 2005.  

Its current liabilities of $4,235,785, however, exceed its current
assets of $2,494,901, by $1,946,202.  The Company's cash on hand
at October 31, 2005 amounted to $1,314,794 and its working capital
shortfall was $1,946,202.  The Company also has an accumulated
deficit of $19,125,113.

                       Going Concern Doubt

Singer, Lewak, Greenbaum & Goldstein, LLP, expressed substantial
doubt about Anza Capital's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended April 30, 2005.  The auditing firm pointed to the
Company's recurring losses from operations, accumulated deficit,
and working capital deficiency.

McKennon, Wilson & Morgan, LLP, also raised substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for fiscal 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?423

Headquartered in Costa Mesa, California, Anza Capital, Inc., --
http://www.anzacapital.com/-- operates as the holding company for   
American Residential Funding, Inc. and Bravo Realty.com.  AMRES
provides home financing through loan brokerage and banking.  
AMRES, through its agents in 125 branches, is licensed in 34
states to originate loans.  The mortgage loans originated by it
are generally one-to-four-family mortgage loans, which are
permanent loans secured by mortgages on nonfarm properties,
including attached or detached single-family or second/vacation
homes and one-to-four-family primary residences; and condominiums
or other attached dwelling units, including individual
condominiums, row houses, townhouses, and other separate dwelling
units even when located in buildings containing five or more such
units.  Bravo is a real estate sales company focused in
California.


ARMSTRONG WORLD: Employs Financial Balloting as Claims Agent
------------------------------------------------------------
In December 2002, Armstrong World Industries, Inc., employed
Innisfree M&A Incorporated as its balloting and tabulation agent.  
Jane Sullivan was Innisfree's Practice Director at that time.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that because of the complexities
involved in any solicitation relating to publicly held securities,
AWI sought the assistance of Innisfree, and Ms. Sullivan, in
particular, to also assist in the service of the disclosure
statement to shareholders of Armstrong Holdings, Inc., as well as
to act as proxy solicitation in connection with Armstrong
Holding's plan of liquidation.

In addition, Ms. Sullivan was principally involved in assisting
AWI with the solicitation and tabulation of votes on its Fourth
Amended Plan of Reorganization from the holders of AWI's publicly
traded debt securities, which were part of Class 6 -- the
Unsecured Claims other than Convenience Claims.

In August 2004, Ms. Sullivan left Innisfree and joined Financial
Balloting Group LLC as its executive director.

Ms. Sullivan has over 20 years of experience in public securities
solicitations, and has specialized in bankruptcy solicitations
since 1991, Ms. Booth notes.

During her tenure at Innisfree, Ms. Sullivan was principally
involved in matters related to AWI's Chapter 11 case.  
Consequently, Ms. Sullivan has special knowledge of AWI's
bankruptcy and is uniquely suited to continue to assist AWI with
the solicitation-related work, Ms. Booth tells Judge Fitzgerald.

AWI, therefore, seeks the Court's authority to employ Financial
Balloting so that Ms. Sullivan can continue to perform the
required services for AWI.

Financial Balloting, which specializes in soliciting, tabulating,
and noticing holders of public debt and equity securities, has a
state-of-the-art mailing facility and tabulation system, and is
highly experienced in dealing with the back offices of the various
departments of banks and brokerage firms holding AWI's publicly
traded securities, Ms. Booth says.

Ms. Sullivan discloses that Financial Balloting has not
represented and does not represent any creditor or party-in-
interest in matters adverse to AWI's estate.

AWI clarifies that the services to be rendered by Ms. Sullivan and
Financial Balloting will not duplicate or overlap the services
being provided by Trumbull Services LLC.  Financial Balloting will
serve as noticing agent, ballot agent, tabulator, and consultant
for the public securities of AWI, and, if needed, for the proxy
solicitation for Armstrong Holdings, while Trumbull will assist
AWI with the noticing and solicitation process for the general
unsecured creditor body and holders of asbestos personal injury
claims.

AWI believes that that division of labor between the two firms
enables them to focus on their relative core competencies in their
respective areas of expertise.

The retention agreement entered into by the parties provides that:

   -- AWI will pay Financial Balloting a $15,000 project fee,
      plus an additional $2,000 fee for each issue of public debt
      securities entitled to vote on any plan; $1,500 for those
      not entitled to vote on any plan but entitled to receive
      notice; and $3,500 for the Armstrong Holdings common stock
      if it is not entitled to vote on any plan but entitled to
      receive notice;

   -- AWI will pay estimated labor charges at $1.75 to $2.25 per
      package for the mailing to registered record holders of
      bonds and Armstrong Holdings common stock depending on the
      complexity of the mailing, with a $500 minimum;

   -- Financial Balloting will charge a minimum of $4,000 to take
      up to 500 telephone calls from creditors and security
      holders within a 30-day solicitation period.  If more than
      500 calls are received within that period, such calls will
      be charged at $8 each;

   -- If AWI requests Financial Balloting to set up and maintain
      a Web site for the posting of documents, $1,000 will be
      charged for the basic Web site, plus hourly programming
      charges to customize the site, and a monthly hosting charge
      of $100 to $150;

   -- AWI will be charged $100 per hour for the tabulation of
      ballots and master ballots, plus set up charges of $1,000
      for each security to be tabulated;

   -- Consulting hours will be billed at Financial Balloting's
      applicable standard hourly rates:

         Professional                         Hourly rates
         ------------                         ------------
         Executive Director                       $375
         Director                                  325
         Senior Case Manager                       275
         Case Manager                              200
         Programmer II                             195
         Programmer I                              165

   -- AWI will reimburse Financial balloting for out-of-pocket
      expenses relating to any work undertaken;

   -- AWI will pay fee of less than $7,500 for the firm to
      conduct a re-solicitation of stockholders with respect to
      Armstrong Holdings' plan of liquidation;

   -- AWI will be charged a minimum of $1,000 for the tabulation
      of votes on Armstrong Holdings' plan of liquidation, plus
      $3,500 of set-up and other miscellaneous charges; and

   -- Upon the effectiveness of the Retention Agreement, AWI will
      pay Financial Balloting a $15,000 retainer to be applied
      against Financial Balloting's final invoice.

Ms. Booth says that to reduce the administrative expenses related
to Financial Balloting's employment, AWI requests that it be
allowed to pay the firm's fees and expenses without the need for
Financial Balloting to file a formal fee application.  However,
Financial Balloting will provide the United States Trustee with a
copy of detailed invoices of amounts billed to AWI, therefore
providing the U.S. Trustee an opportunity to object to the fees.

Ms. Booth informs the Court that Innisfree's employment will
terminate as of the date the Court would enter an order approving
AWI's employment of Financial Balloting.

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. (Armstrong Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ARMSTRONG WORLD: Wants to Hire Ryan & Co. as Tax Consultants
------------------------------------------------------------
With the consent of U.S. Bankruptcy Court for the District of
Delaware, Armstrong World Industries, Inc., has previously
employed Colonial Tax Compliance Company, Inc., as its state and
local tax consultants on a contingent fee basis.

Kenneth L. Jacobs, AWI's Deputy General Counsel for Litigation,
relates that on January 31, 2005, Colonial announced that it was
changing its name to Salis, Inc., to align the company's name with
a new broadened focus and mission.

While still providing state and local tax consulting services
targeted to identifying tax refunds, reductions and creditors,
Colonial shifted its focus to managed tax auditing services, which
includes tax return preparation, filing and maintenance, as well
as tax collection and exemption services.  Colonial's shift of
focus was a concern to AWI and to its efforts to maximize tax
refunds, reductions and credits.

Even if Colonial has continued to provide services to AWI pursuant
to a consulting agreement, AWI deems if necessary to retain new
state and local consultants that would replace the firm and
provide the kind of services that AWI requires.

Accordingly, AWI seeks the Court's authority to employ Ryan &
Company, Inc., as its state and local tax consultant.

Specializing in multi-state sales and use, and gross receipts
taxes, Ryan & Co. has the largest transaction tax practice group
in the United States, representing clients' interests in:

   -- state and local tax audits,

   -- comprehensive transaction audits to recover overpayments
      resulting from court decisions,

   -- policy changes and compliance errors,

   -- assessments of tax positions, and

   -- development of strategic tax planning opportunities.

Mr. Jacobs says that Ryan & Co. has an excellent reputation as one
of the most experienced state and local tax consulting firms
assembled, and has nationwide capability to target tax refund or
tax reduction opportunities for AWI's sales and use tax liability
in a multitude of jurisdictions.

Ryan & Co. will review AWI's multi-state sales and use tax payment
records and identify refund or reduction opportunities -- the SALT
Services -- more fully detailed in a retention agreement between
the parties, dated December 20, 2005.

Ginny Buckner Kissling, a principal at Ryan & Co., will serve as
project manager and will be responsible for staffing, project
coordination, and technical direction.

Mr. Jacobs relates that Ms. Kissling, who specializes in providing
multi-state sales and use tax services, has 13 years of experience
representing clients throughout the country on state and local tax
consulting engagements.

Ms. Kissling assures that Court that the principals and employees
at Ryan & Co. who will be involved in providing SALT Services to
AWI do not have any connection with the Debtors, their creditors
or any other party-in-interest in the matters for which the firm
is proposed to be employed.  Moreover, Ms. Kissling attests that
Ryan & Co. does not represent any interest adverse to AWI, and is
a disinterested person as defined in Section 101(14) of the
Bankruptcy Code.

Ryan & Co. will paid on a contingency fee basis:

   -- AWI will assign to and pay Ryan & Co. 33.33% of any tax
      refunds, credits, or reductions, including interest and
      penalties that AWI receives from taxing authorities and
      vendors.

   -- AWI will assign to and pay Ryan & Co. 40% of any tax
      refunds, credits, or reductions, including interest and
      penalties that AWI receives from taxing authorities
      or vendors.

   -- Ryan & Co. has the right to engage legal counsel to
      represent AWI at Ryan & Co.'s expense.  Likewise, AWI has
      the right to recommend specific legal representation, at
      Ryan & Co.'s expense and with Ryan & Co.'s approval.  In
      the event Ryan & Co. obtains any refunds, credits, or
      reductions as a result of legal action, AWI agrees pay Ryan
      & Co. 40% of any tax refunds, credits, or reductions,
      including interest and penalties that AWI receives as a
      result of that administrative heating or other legal
      action.

   -- No fee will be due to Ryan & Co. if no tax refunds,
      credits, or reductions are obtained.

   -- Ryan & Co. will provide AWI with the Ryan & Company SAP
      Date Extraction Application software for free, to compile
      AWI's tax records.  If archived data is required, Ryan &
      Co. may assist AWI with software modifications, for an
      additional fee.

   -- Ryan & Co.'s fee will be invoiced after verification by the
      taxing authority, and is due and payable within 30 days of
      receipt of any refunds, credits, or reduction of any audit
      assessment.  AWI agrees to pay interest of 1.5% per month
      on any unpaid fees 30 days after the receipt of any
      refunds, credits, or reductions.

   -- All expenses relating to AWI's engagement of Ryan & Co. are
      payable by Ryan & Co.

Mr. Jacob adds that with the SALT Services and the manner in which
Ryan & Co. proposes to bill AWI, both parties request that Ryan &
Co. be excused from filing interim fee applications.

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. (Armstrong Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ASARCO LLC: Court Okays Rejection of American Limestone Agreement
-----------------------------------------------------------------
On May 23, 2000, ASARCO LLC entered into a By-Products Purchase
Agreement with American Limestone Company, Inc.  The Agreement
grants American Limestone the exclusive right to purchase all by-
products from the mining and milling operations of ASARCO's zinc
mines in Tennessee.

James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that the current market price for stone by-products is $7
to $9 per ton.  Using the complex price calculation under the
Agreement, ASARCO estimates that American Limestone can purchase
the by-products at less than half the current market price.

Mr. Prince, therefore, believes that the Agreement is of no
benefit to the Debtors' estates and may negatively impact
ASARCO's effort to maximize the value of its interest in the
mines as part of a sale or the future operation of the mines by
either ASARCO or through a joint venture.

Accordingly, at ASARCO's request, Judge Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas in Corpus
Christi authorizes it to reject the Agreement, effective as of
Nov. 22, 2005.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: FTI Consulting Okayed as Committee's Financial Advisor
------------------------------------------------------------------
At ASARCO LLC's Official Committee of Unsecured Creditors' behest,
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi authorized the retention of
FTI Consulting, Inc., as its financial advisor, effective as of
Sept. 8, 2005.

The Creditors Committee recognizes FTI's excellent reputation and
wealth of experience in providing financial advisory services in
restructurings and reorganizations.

According to Tina Moss, Esq., FTI's services are necessary for
the Creditors Committee to assess and monitor the Debtor and its
professional advisors to maximize the value of the bankruptcy
estate and to reorganize successfully.  Furthermore, FTI is well
qualified to represent the Committee in a cost-effective,
efficient and timely manner.

FTI will provide consulting and advisory services to the
Creditors Committee and its legal advisor, including:

     (a) assistance in the review of financial-related
         disclosures required by the Court;

     (b) assistance with information and analyses required
         related to the Debtor's debtor-in-possession financing;

     (c) assistance with a review of the Debtor's short-term cash
         management procedures;

     (d) assistance with a review of the Debtor's proposed key
         employee retention and other critical employee benefit


         programs;

     (e) assistance and advice in the Debtor's identification of
         core business assets and the disposition of assets or
         liquidation of unprofitable operation;

     (f) assistance with a review of the Debtor's performance of
         cost or benefit evaluations in the affirmation or
         rejection of various executory contracts and leases;

     (g) assistance in evaluating the present level of proposed
         operations, areas of potential cost savings, and
         investment levels;

     (h) assistance in the review of financial information
         distributed by the Debtor to creditors and others;

     (i) participation on behalf of the Committee at meetings and
         in discussions with the Debtor, potential investors,
         banks, other secured creditors, any other official
         committees organized in the Chapter 11 proceedings,
         the United States Trustee, other parties-in-interest and
         professionals hired;

     (j) assistance in the review of information and analysis
         necessary for the confirmation of a plan in the
         Chapter 11 proceedings;

     (k) assistance in the evaluation and analysis of avoidance
         actions;

     (l) litigation advisory services with respect to accounting
         and tax matters, along with expert witness testimony on
         case-related issues as required by the Committee; and

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

Pursuant to an agreement with the Creditors Committee, FTI will
invoice its fees monthly.  For the first four months, FTI will be
paid $150,000 monthly, and $125,000 per month thereafter.  
Moreover, FTI will be entitled to apply to the Court for final
approval of an additional payment not exceeding $1,500,000.

The firm will also be reimbursed for necessary out-of-pocket
expenses incurred.

David J. Beckman, the Senior Managing Director of FTI, discloses
that the firm does not have a relationship with any of the
Debtor's unsecured creditors in matters related to the
proceeding, and is therefore, a disinterested party.
Furthermore, FTI does not have an adverse interest in connection
with ASARCO's Chapter 11 case.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Assume BofA and M&T Equipment Lease
--------------------------------------------------------
ASARCO LLC asks Judge Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to enter an order
authorizing it to assume a master equipment lease agreement, and
its related schedules, initially entered into with Fleet Capital
Corporation.  Certain of the equipment under the Master Lease
have been assigned to Bank of America, and another portion of the
equipment to M&T Bank.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas,
informs the Court that the cure amount under BofA Portion of the
Lease is $51,235, while the cure amount under the M&T Portion is
$114,459.

In addition, ASARCO also wants, in its sole discretion, to
exercise the purchase options contained in the Lease and to
acquire the subject equipment.  Mr. Kinzie notes that the
aggregate purchase price for the equipment is $2,952,540 -- of
which amount $2,057,521 covers the M&T Portion and $895,019 the
BofA Portion.

Mr. Kinzie explains that the Subject Equipment is indispensable
to ASARCO's successful operation of its mines and contributes to
increased production, and, therefore, revenue.  To retain
possession and secure the continued use of the Equipment after
the expiration of the applicable lease agreements, ASARCO must be
in a position to purchase it, Mr. Kinzie insists.

ASARCO assures the Court that it will first cure all defaults to
be able to exercise its contractual purchase option.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000).


AUSTIN COMPANY: Wants Until May 14 to File Chapter 11 Plan
----------------------------------------------------------
The Austin Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for an extension of their time to file and solicit
acceptances of a chapter 11 plan.  The Debtors want until
May 14, 2006, to file a plan and until July 14, 2006, to
solicit acceptances of that plan.

The Debtors explain that their time and efforts have been focused
in stabilizing their business operations and in the sale of a
substantial portion of their assets to Kajima U.S.A. Inc.

Given the volume of activity in these cases, the Debtors say that
they haven't had the opportunity to develop and finalize a plan of
reorganization or discuss the terms of a plan with the Official
Committee of Unsecured Creditors and the U.S. Trustee.

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Case No.
05-93363).  Christine M. Pierpont, Esq., at Squire, Sanders &
Dempsey, LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


AUTOCAM CORP: Moody's Lifts Bank Credit Facilities' Rating to B3
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on Autocam
Corporation's first lien bank credit facilities to B3 from Caa1
and raised the company's Speculative Grade Liquidity Rating to
SGL-3 from SGL-4.  Autocam's Caa1 Corporate Family rating and the
Ca rating of its Senior Subordinated Notes have been affirmed.  
The ratings outlook remains negative.

The actions follow Autocam's incurrence of $75 million in a
new second lien term loan with a reduction of approximately
$69 million in first lien indebtedness and obtaining an amendment
to its bank credit facilities.  By reducing the amount of first
lien indebtedness, collateral coverage and recovery expectations
for first lien debt holders have improved.  

Autocam's liquidity profile benefits from:

   * resulting higher cash balances;

   * a significant reduction in its near-term amortization
     requirements;

   * improved availability to its revolving credit facilities from
     changes to its financial covenants; and

   * lower utilization of revolving credit commitments.

Moody's notes that the revised capital structure incorporating the
second lien term loan will marginally increase Autocam's leverage
and interest expense.  However, by alleviating short-term
liquidity pressure, the transaction permits Autocam to focus on
its long-term business strategy.  The outlook remains negative due
to structural challenges in the automotive industry and limited
visibility on production volumes in the North American market.

Ratings upgraded:

  Autocam Corporation:

   * Senior Secured bank credit facilities to B3 from Caa1
   * Speculative Grade Liquidity rating to SGL-3 from SGL-4

  Autocam France SARL:

   * Senior Secured bank credit facilities (guaranteed by Autocam)
     to B3 from Caa1

Ratings affirmed:

  Autocam Corporation:

   * Corporate Family, Caa1
   * Senior Subordinated, Ca

The new $75 million second lien term loan, which is split between
$60 million and roughly Euro 12.7 million components, is not rated
by Moody's.  The last rating action was on November 18, 2005 at
which time the Corporate Family rating was lowered to Caa1 from
B3, the Senior Subordinated rating was lowered to Ca from Caa2,
and the negative outlook and SGL-4 ratings were affirmed.

According to Moody's, first lien debt, assuming full utilization
of revolving credit commitments, would fall to 31% of total
balance sheet debt from just over 50% prior to the transaction.
The collateral package provided to the first lien lenders has not
changed.  Consequently, their coverage has improved, and the first
lien ratings have been upgraded to B3, one notch above the
Corporate Family rating.

The rating on the senior subordinated notes is affirmed.  While
total claims (assuming full utilization of the revolving credit
commitment) ahead of the $140 million of senior subordinated notes
will increase by approximately $25 million, the subordinated note
indenture has always restricted the aggregate senior claims to
roughly $180 million.  However, the terms of the subordinated note
indenture could permit the maximum amount of senior claims to
increase should Autocam's defined fixed charge coverage ratio
increase above certain levels.  Consequently, the new second lien
financing does not change recovery expectations of the
subordinated claims beyond those implied in the Ca rating.

The $75 million second lien loan has a 6 year bullet maturity,
will have a second priority interest in the collateral securing
the revolving credit and term loan of Autocam Corporation, and
will be guaranteed by Autocam's material domestic subsidiaries and
by Titan Holdings, Inc.  It will have a maximum senior leverage
covenant set at a level above the corresponding ratio in the first
lien facilities.  

Autocam will use proceeds to repay:

   1) $12.6 million of its term loan (pro forma balance as of
      September 30, 2005 of approximately $20 million);

   2) approximately $27.4 million under the Euro denominated term
      loan to Autocam France SARL (pro forma balance approximately
      $43.4 million); and

   3) pay-down $29.0 million of its U.S. revolving credit facility
      (pro forma balance would be nil).

After fees and expenses the company will add roughly $3 million to
its balance sheet cash.

The company's revolving credit facilities will be reduced by $10
million (to approximately $40 million), split pro rata between the
parent's facility (roughly $28.9 million) and Autocam France SARL
(approximately Euro 9.3 million or $11.2 million equivalent).
Revisions to the financial covenants include:

   * increasing the maximum first and senior leverage covenants;

   * eliminating the interest coverage covenant; and

   * resetting limitations and exclusions covering:

     -- capital expenditure,
     -- permissible acquisitions,
     -- receivables financing,
     -- Brazilian liquidity arrangements, and
     -- certain joint venture investments.

Developments that could lead to lower ratings include:

   * deterioration in the company's free cash flow generation;
   * debt/EBITDA increasing materially beyond 7 times; and
   * EBIT/Interest coverage sustained below 1 time.

Factors that could lead to stabilizing the ratings include:

   * substantial improvements in its free cash flow generation;
     and

   * sustained EBIT margins at or above 10%.

The Speculative Grade Liquidity rating has been increased to SGL-3
from SGL-4 and represents adequate liquidity over the next year.
As a result of the new second lien term loan, Autocam's
consolidated cash position will increase by roughly $3 million at
December 31.  The rating agency would expect Autocam's cash at the
end of 2005 to exceed $4 million, excluding funds received from
shareholders in connection with its announced acquisition of
certain assets from ATS Automation Tooling System, Inc. (The
company received approximately $7 million from shareholders prior
to year-end to finance the approximately $7 million purchase which
closed on January 3, 2006).

While aggregate commitments under the revolving credit facilities
were reduced to circa $40 million from $50 million, pro forma
borrowings were reduced to nil.  Effective availability at
quarter-end reporting dates will also improve as a result of the
restructured leverage covenants under the amendment.  Prospects
for cash flow generation are essentially unchanged from previous
expectations.  However, current maturities of long-term debt will
be reduced from the application of 50% of repayments in forward
order.  No amortization under the term loans to Autocam or its
French subsidiary will occur prior to June 2008.  As a result,
Autocam's liquidity profile has improved.

Autocam Corporation, based in Kenwood, Michigan, is a leading
designer and manufacturer of precision machined, close tolerance,
specialty metal alloy components used in the transportation and
medical equipment industries.  The company had 2004 revenues of
approximately $350 million, roughly 2,500 employees and has
manufacturing facilities in:

   * North and South America,
   * Europe, and
   * China.


BOYD GAMING: Stardust Redevelopment Turns S&P's Outlook to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on casino
operator Boyd Gaming Corp. to stable from positive.  At the same
time, Standard & Poor's affirmed its ratings on the Las Vegas-
based company, including its 'BB' corporate credit rating. Total
debt outstanding at Sept. 30, 2005, was about $2.4 billion.

The outlook revision to stable follows Boyd's announcement that it
will embark on a redevelopment of the Stardust Resort & Casino for
about $4 billion, including about $700 million in capital spending
associated with a joint venture agreement with the Morgans Hotel
Group, in which Boyd will own 50%, the debt of which will be
nonrecourse to Boyd.

While Standard & Poor's had expected that a redevelopment of the
Stardust, which will be named Echelon Place, would eventually
occur, the size and scope exceeds previous expectations.  As a
result, an upgrade is not likely during the timeframe that
Standard & Poor's had previously envisioned.


BSD SOFTWARE: Balance Sheet Upside-Down by $3.22MM at October 31
----------------------------------------------------------------
BSD Software, Inc., delivered its quarterly report on Form 10-QSB
for the quarter ending October 31, 2005, to the Securities and
Exchange Commission on December 23, 2005.  

The Company reported $106,494 net loss on $2,295,010 of
net revenues for the quarter ending October 31, 2005.  At
October 31, 2005, the Company's balance sheet shows $1,988,824 in
total assets and a $3,224,318 stockholders deficit.  

At October 31, 2005, the Company had a cash balance of $ 44,000.
Also, at October 31, 2005, the Company had negative working
capital of $3,299,000.  

Stonefield Josephson, Inc., the Company's auditors, expressed
substantial doubt about the Company's ability to continue as a
going concern after reviewing the Company's financial statement
for the year ending July 31, 2005.  Stonefield Josephson points to
the Company's operating losses and working capital deficiency.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?425

BSD Software, Inc. operates as a holding company for the purposes
of investing in Triton Global Communications, Inc., which is a
provider of billings, clearing house and information management
services to the tele-communications industry.


BUEHLER FOODS: Wants Open-Ended Lease Decision Deadline
-------------------------------------------------------          
Buehler Foods, Inc., and its debtor-affiliates, Buehler, LLC, and
Buehler of Carolinas, LLC, ask the U.S. Bankruptcy Court for the
Southern District of Indiana to extend, until April 30, 2006, or
the later of the date of confirmation of their plans of
reorganization, of the time within which they can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors each filed their respective Disclosure Statements and
Plans of Reorganization on Dec. 23, 2005.  The hearing to approve
the adequacy of those disclosure statements is scheduled on
Feb. 10, 2006.  The Debtors contemplate that the plans will be
confirmed on or before March 31, 2006.

The Debtors give the Court three reasons supporting the extension:

   1) the Debtors still operate their businesses out of the
      majority of the unexpired leases, making them an important
      part of their short and long-term reorganization under their
      proposed plans;

   2) it is not in the best interests of the Debtors' estates and
      their creditors to prematurely assume the leases and incur
      substantial administrative expenses and significant cure
      obligations for leases that may be over market or
      unnecessary for their reorganization; and

   3) the landlords of the leases will not be prejudiced by the
      requested extension because the Debtors are current on all
      post-petition rent payments and they have included future
      post-petition payments in their ongoing budget.

The Court will convene a hearing today, Friday, Jan. 6, 2006, at
10:00 a.m., to consider the Debtor's request.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of $10 million
to $50 million and debts of $50 million to $100 million.


CALPINE CORP: Court Okays Contract & Lease Rejection Procedures
---------------------------------------------------------------          
Richard M. Cieri, Esq., at Kirkland and Ellis, LLP, in New York,
informs the Court that the Debtors are parties to a substantial
number of personal and non-residential real property leases and
executory contracts.  As the Debtors continue to review these
agreements, it is certain that they will identify a number of
agreements that will need to be rejected.

Accordingly, Calpine Corporation and its debtor-affiliates sought
and obtained an order from the U.S. Bankruptcy Court for the
Southern District of New York establishing uniform procedures for
rejecting executory contracts and unexpired leases.

The salient terms of the Rejection Procedures are:

    (a) The Debtors will file and serve a notice to reject any
        executory contract, lease or sublease, or related interest
        on parties-in-interest.

    (b) The Notice will provide a general description of the
        terms of the executory contract or lease, the Debtors'
        monthly payment obligation, the remaining term, the name
        and address of the contract counterparty, landlord and
        subtenant, the street address for the real property, and
        the procedures for filing objections.

    (c) Written objections must be filed and served no later than
        ten days after the Debtors serve the Rejection Notice.

    (d) Absent a timely objection, the rejection will become
        effective.

    (e) If a timely objection is filed that cannot be resolved,
        the Court will schedule a hearing to consider the
        objection.

        If the objection is overruled or withdrawn or the Court
        does not determine the date of rejection, the Rejection
        Date of that lease, sublease or interest will be deemed
        to have occurred on the date the Notice was served on the
        Service Parties, or another date as may be set forth in
        the Notice.

Landlords and other parties-in-interest are required to file a
proof of claim relating to the rejection by the claims bar date
or 30 days after the Rejection Date.

The Rejection Procedures will save substantial legal expense and
Court time that would otherwise be incurred if multiple hearings
were held on separate motions with respect to every lease or
contract that the Debtors determine should be rejected.

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. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Judge Lifland Approves Kurtzman as Noticing Agent
---------------------------------------------------------------          
The thousands of creditors, equity security holders and other
parties-in-interest involved in the Debtors' Chapter 11 Cases may
impose heavy administrative and other burdens on the Court and
the Office of the Clerk of the Court.

To relieve the Clerk's Office of these burdens, Calpine
Corporation and its debtor-affiliates sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Kurtzman Carson Consultants LLC as their notice, claims
and balloting agent.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that Kurtzman is one of the country's leading Chapter 11
administrators.  Kurtzman has substantial experience in noticing,
claims administration, solicitation, balloting, and facilitating
other administrative aspects of large chapter 11 cases.

At the request of the Debtors or the Clerk's Office, Kurtzman
will:

    (a) prepare and serve required notices in the Debtors' chapter
        11 cases;

    (b) within three business days after the service of a
        particular notice filing, prepare for filing with the
        Clerk's Office a certificate or affidavit of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed;

    (d) maintain official claims registers by docketing all
        proofs of claim and proofs of interest in a claims
        database that includes necessary information for each
        claim or interest asserted;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis unless requested more or less
        frequently by the Clerk's Office;

    (g) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        that list available upon request to the Clerk's Office or
        any party-in-interest;

    (h) provide access to the public for examination of copies of
        the proofs of claim and interest filed without charge
        during regular business hours;

    (i) record all transfers of claims pursuant to the Bankruptcy
        Rules and, if directed to do so by the Court, provide
        notice of the transfers as required;

    (j) comply with applicable federal state, municipal, and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

    (k) provide temporary employees to process claims necessary;

    (l) promptly comply with further conditions and requirements
        as the Clerk's Office may at any time prescribe;

    (m) provide other claims processing, noticing, balloting, and
        related administrative services as may be requested from
        time to time by the Debtors; and

    (n) act as a balloting agent, which may include some or all of
        these services:

        -- printing of ballots;

        -- preparing voting reports and amount for review and
           approval by the client and its counsel;

        -- coordinating the mailing of ballots, disclosure
           statement, and plan of reorganization to all parties
           and provide affidavit of service;

        -- establishing a toll free 800 number to receive
           questions regarding voting on the plan; and

        -- receiving ballots at a post office box, inspecting
           ballots for conformity to voting procedures, data
           stamping and numbering ballots consecutively, and
           tabulating and certifying the results.

Kurtzman will also assist the Debtors with, among other things:

    (i) maintaining and updating the master mailing list of
        creditors;

   (ii) to the extent necessary, gathering data in conjunction
        with the preparation of the Debtors' schedules of assets
        and liabilities and statements of financial affairs;

  (iii) tracking and administration of claims; and

   (iv) performing other administrative tasks pertaining to the
        administration of the Debtors' chapter 11 cases as may be
        requested by the Debtors or the Clerk's Office.

Kurtzman will charge the Debtors' estates for its supplies,
expenses and consulting services in accordance with its
applicable rates in effect at the time the services are rendered.
The firm's current hourly rates for consulting services are:

             Clerical                           $40  - $65
             Case Manager                       $75  - $115
             Bankruptcy Consultant              $125 - $210
             Senior Bankruptcy Consultant       $225 - $250
             Technology/Programming Consultant  $115 - $195

Before the Petition Date, the Debtors paid Kurtzman a $100,000
retainer.

Jonathan A. Carson, president of Kurtzman Carson Consultants LLC,
assured the Court that the firm is a disinterested person and
does not hold or represent an interest adverse to the Debtors'
estates.  Mr. Carson related that the Debtors do not owe Kurtzman
any amount for services performed or expenses incurred prior to
the Petition Date.

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. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Hire AP Services as Crisis Managers
----------------------------------------------------------          
AP Services, LLC's affiliate, AlixPartners, LLC, has a wealth of
experience in providing crisis management services to financially
troubled organizations.  For almost 25 years, AlixPartners and
its predecessor entities have provided interim management and
advisory services to companies experiencing financial
difficulties.

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ AP Services as their crisis managers.

Lisa Donahue, a Managing Director of AlixPartners, will be
directly responsible for the daily execution of the engagement.
Ms. Donahue has worked as a restructuring consultant and interim
manager for more than ten years and in many bankruptcy
reorganizations, including New World Pasta, Exide Technologies,
Regal Cinemas, Inc., and Fruit of the Loom, Inc.

Ms. Donahue will assist the Debtors in their operations and
restructuring efforts, with an objective of developing a short-
term cash flow forecasting tool, restructuring the Debtors, and
managing the Debtors' restructuring efforts.

APS will provide restructuring services, as APS and the Debtors
will deem appropriate and feasible in order to manage and advise
the Debtors in the course of their chapter 11 cases.

Specifically, APS will assist the Debtors to quickly address
their current liquidity challenges by:

    (a) developing a rolling 13-week cash forecasting tool for
        cash sources and uses including the impact of business
        environment changes;

    (b) understanding the corporate structure of the Debtors and
        its impact on liquidity;

    (c) understanding the various debt agreements of the Debtors;

    (d) understanding the current cash positions of the Debtors
        and what funds may be restricted or available for general
        corporate needs;

    (e) understanding the transactions among and between
        subsidiaries and the flows of funds related to these
        inter-company transactions;

    (f) developing an understanding and forecasting methodology
        for the settlement of power supply and fuel delivery
        agreements;

    (g) understanding and forecasting the settlement of
        proprietary non-generation trading positions;

    (h) forecasting the impact of credit rating changes on
        collateral required to support hedged positions;

    (i) monitoring actual receipts and disbursements and assisting
        the Debtors in developing a variance reporting mechanism,
        and developing explanations of key differences and
        recommendations for improving the forecasting
        process;

    (j) assisting management in identifying and implementing
        recommendations to improve the Debtors' net cash position;

    (k) assisting with the Company's financial and treasury
        functions to respond to requests for information;

    (l) assisting in the formulation and negotiation of the Plan
        of Reorganization;

    (m) assisting with financing issues during the bankruptcy
        proceeding and in conjunction with the Plan of
        Reorganization or that may arise from the Company's
        financing sources outside of the United States;

    (n) assisting in overseeing and driving financial performance
        in conformity with the Company's business plan;

    (o) assisting in the preparation of the statements of
        financial affairs, schedules of assets and liabilities and
        other regular reports required by the Bankruptcy Court;

    (p) assisting in developing and implementing cash management
        strategies, tactics and processes; and

    (q) providing other assistance as may be requested by Debtors
        and is within APS' expertise to support.

The Debtors will pay APS based on its hourly rates:

             Managing Directors     $570 - $690
             Directors              $430 - $530
             Vice Presidents        $320 - $410
             Associates             $250 - $280
             Analysts               $180 - $200
             Paraprofessionals      $150

The APS professionals expected to render services to the Debtors
and their hourly rates are:

             Lisa Donahue              $670
             Al Koch                   $690
             Michael Feder             $630
             Barry Folse               $480
             John Castellano           $510
             Dave Johnston             $460
             Bryan Porter              $460
             Terry Singla              $320
             Robb McWilliams           $300
             Drew Lockard              $300
             Aleksandra Bozic          $350
             Deborah Rieger-Paganis    $480
             Tom Osmun                 $480
             Scott Mell                $480

The Debtors will reimburse APS for all reasonable out-of-pocket
expenses incurred in connection with the assignment.

APS received a $1,500,000 retainer to be applied against fees and
expenses during the course of the engagement.

In addition, the Debtors have agreed to consider paying APS a
contingent success fee, which is an integral part of the firm's
compensation, in the event that the Debtors complete a successful
restructuring or sale of the Company.

Ms. Donahue assures the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York that APS is
a disinterested person and holds no interest adverse to the
Debtors and their estates for the matters for which APS is to be
employed.

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. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Judge Perris Rules Churches Belong to Portland
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon finds that
the Archdiocese of Portland holds both legal and equitable title
to certain properties so that the properties belong to Portland's
bankruptcy estate.

The Court also holds that the Tort Claimants Committee appointed
in Portland's case is entitled to summary judgment that the
parishes and schools are not separate legal entities with the
capacity to sue or be sued.

Judge Perris says there is no First Amendment impediment to the
Court's jurisdiction to determine whether property in which title
is held by Portland belongs to the bankruptcy estate or to
others.

                   Property of the Estate Dispute

As previously reported, Portland has taken the position that,
although it holds legal title to $98,000,000 in deposits and
investment accounts and an extensive amount of real estate, most
of that property is held in trust, and is not available to be
used to pay the creditors' claims.

The Tort Committee asked the Court for summary judgment:

    * declaring that the property belongs to Portland's Chapter
      11 estate and not subject to any other party's interests;

    * allowing the Committee to use the "bankruptcy trustee's
      powers" as a hypothetical bona fide purchaser to avoid any
      unrecorded interests in certain test properties, which
      Portland claims that it holds in trust;

    * declaring that Portland holds both legal and equitable
      title to the properties so that they are part of the
      Archdiocese's bankruptcy estate;

    * declaring that Portland's and other defendants' affirmative
      defenses of lack of subject matter jurisdiction and
      religious freedom are without merit; and

    * declaring that Portland's parishes and schools have no
      legal existence separate from or independent of the
      Archdiocese and do not have the capacity to sue or be sued.

                          Test Properties

The test properties consist of real estate used by nine parishes
and one high school that Portland claims is held for the benefit
of the parishes and school.  The parishes and school to be used
to test the parties' legal theories were chosen by Portland in an
effort to make discovery manageable in the adversary proceeding.

The test properties relate to these parishes and high schools:

    * Immaculate Conception Parish, Stayton;

    * Holy Redeemer Parish, Portland;

    * St. Michael Parish, Oakridge, and its mission, St. Henry,
      Dexter;

    * St. Birgitta Parish, Portland;

    * St. Mary, Our Lady of the Dunes Parish, Florence;

    * St. John Fisher Parish, Portland;

    * St. Philip Benizi Parish, Redland;

    * Queen of Peace Parish, Salem;

    * St. Elizabeth Ann Seton Parish, Aloha; and

    * Regis High School, Stayton

The properties associated with the parishes consist of parish
churches, schools, and cemeteries.

                        Judge Perris' Decision

According to Judge Perris, the requirements of protection of
religious freedom, including the Religious Freedom Restoration
Act, do not prohibit the Court from deciding the issue.  No
federal constitutional or statutory law, nor state statute, nor
Portland's articles of incorporation, require application of the
Code of Canon Law to the determination of whether the disputed
property is property of the bankruptcy estate.

Under civil law, Judge Perris says, the parishes and high schools
are not separate civil legal entities that have the capacity to
sue and be sued, or to be beneficiaries of trusts.

Judge Perris also notes that Portland does not argue that the
Archdiocesan high schools are separate entities from the
Archdiocese.  Portland merely argues that the parishes are
separate.

Furthermore, the parties appearing on behalf of the Archdiocesan
high schools -- Marist High School, Central Catholic High School,
Regis High School -- do not argue that they are separate entities
from the Archdiocese, but instead argue that whether or not they
are separate is irrelevant to the question of whether the school
property is held in charitable trust.

Because there does not appear to be a dispute that the three
Archdiocesan high schools have no separate legal existence, the
Tort Committee is entitled to summary judgment that Marist,
Central Catholic, and Regis High Schools are not civil entities
separate from Portland, Judge Perris says.

With regards the parishes, Judge Perris says canon law is not
applicable to the question of whether the parishes have separate
civil law existence.

"Even assuming that the parishes operate independently of [the]
debtor . . . independent operation does not make them separately
recognizable legal entities . . . it does not give them separate
civil law existence," Judge Perris maintains.

Under Oregon law, religious corporations including corporations
sole are authorized to sue and be sued, and to hold and dispose
of property.  Portland does not cite any state law that would
authorize unincorporated parishes to sue and be sued or to hold
and dispose of real property.  In fact, unincorporated religious
associations are not legal persons that may take title to real
property in their names.

Because the parishes are not separately incorporated, as they
could be under Oregon religious corporations law, Judge Perris
rules that they cannot hold title to real property.  They are not
separate from, but are merely a part of the Archdiocese.

                    Sec. 544(a)(3) is Applicable

Judge Perris rules that applying Section 544(a)(3) of the
Bankruptcy Code to avoid the defendants' asserted unrecorded
interests in the test properties would not substantially burden
their exercise of religion and thereby violate RFRA.

"I have concluded that there is a question of fact whether
application of the avoidance powers under Section 544(a)(3) might
substantially burden the exercise of religion in violation of
RFRA, if it were to result in the loss of so many parish churches
and Archdiocesan high schools that it would leave defendants with
no place to worship and study," Judge Perris says.  "This motion
involves only the test properties, not a significant number of
the properties on which Archdiocesan churches and schools are
located.

According to Judge Perris, allowing the Tort Committee to avoid
the unrecorded interests in the test properties would leave 115
other parishes -- there are 124 parishes in the Archdiocese --
where parishioners could worship, and two Archdiocesan high
schools where children could obtain religious education.

Although having to attend a different parish church or school
might be an inconvenience, the defendants do not point to any
evidence that using alternative facilities would effectively
prevent them "from engaging in conduct or having a religious
experience which the faith mandates," Judge Perris notes, citing
Worldwide Church of God v. Philadelphia Church of God, Inc., 227
F.3d 1110, 1121 (9th Cir. 2000).

Therefore, the Tort Committee is entitled to avoid any unrecorded
interests in the test properties, and to a declaration that
Portland holds both legal and equitable title to those properties
so that they are property of the Archdiocese's bankruptcy estate.

A full-text copy of the Court's memorandum opinion finding that
the parishes and high schools are not separate entities is
available at no charge at:

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

A full-text copy of the Court's memorandum opinion finding that
the Tort Committee may avoid unrecorded interests in the test
properties is available at no charge at:

    http://bankrupt.com/misc/portland_sec544memo.pdf

                        Portland to Appeal

The Archdiocese of Portland in Oregon is very disappointed over
the Court's ruling, and believes that Judge Perris' decision will
not stand up under eventual review by higher courts, according to
a statement posted on Portland's Web site.

Portland insists that the Court's decision is not supported by
the facts or the law, and infringes on the Archdiocese's and the
parishioners' rights to freely exercise their religion.

The Archdiocese is reviewing its options to appeal.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 49; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Files First Amended Reorganization Plan
----------------------------------------------------------------
The Diocese of Spokane delivered its First Amended Plan of
Reorganization and accompanying Disclosure Statement to the U.S.
Bankruptcy Court for the Eastern District of Washington on
December 30, 2005.

Inside the Amended Plan, the Diocese provides a summary of its
assets and liabilities:

                             ASSETS

   Diocese Real Property                  $5,000,000
   Cash                                    1,600,000
   Parish Loans                            2,900,000
   Insurance Policy Limits (pending
     resolution of the insurance
     coverage disputes)                   43,000,000
   Sulpicians                              5,000,000
   Pledged Parish Real Property
     (assessed value)                     40,400,000
                                        ------------
   TOTAL ASSETS                          $97,900,000
                                        ============

                          LIABILITIES

   Tort Claims                           $25,000,000 - 45,000,000
   Other Creditors                           300,000
   Parish Claims
     (subordinated to Tort Claims)         4,500,000
   Administrative Expenses
     (includes accrued but unpaid
     plus remaining estimated)             3,500,000
                                        ------------
   TOTAL OF NON-SUBORDINATED CLAIMS      $28,800,000 - 48,800,000
                                        ============

As part of the Plan, the Diocese intends to liquidate or
contribute -- from non-Diocesan sources -- cash equivalent to the
value of the Diocese Real Property.  The proceeds of these sales,
after the payment of costs of sale including commissions, will be
used to partially fund a Trust in accordance with the terms of the
Plan.

The Diocese will either sell the Mattausch Farm, a 1,000-acre farm
near Rosalia, Washington, or, subject to the consent of the
Committees, obtain a loan from a commercial lender for 80% of the
value of the farm.  All of the net sale or loan proceeds from the
Mattausch Farm will be assigned to the Trust in accordance with
the Plan.

The Diocese -- with the consent of the Spokane County Parishes
-- will pledge the Real Properties of 22 Parishes, which the Court
held are properties of the Diocese's estate, to the Trust as
additional security for the payment of Allowed Tort Claims.  The
assessed value of the Spokane County Parish Real Property totals
$40,485,114.  The assessed value for all Parish Real Property is
$54,753,055.

Most Reverend William S. Skylstad, D.D., the Bishop of the
Diocese of Spokane, notes that the Diocese has a potential claim
for reimbursement or indemnification against the Sulpicians, a
Catholic society that operated the seminary where Patrick
O'Donnell received his training.

Patrick O'Donnell, a former priest who worked for the Diocese from
1971 until he was removed from the ministry in 1985, has admitted
molesting more than a dozen boys.

The Diocese believes its claim against the Sulpicians has a value
to the estate of somewhere between $3,000,000 and $9,000,000.  
The Diocese's counsel has previously put the Sulpicians on notice
of a possible claim, and discussions between the parties are
ongoing.

Bishop Skylstad relates that without the Pledged Parish Real
Property, the Diocese has $57,500,000 available for distribution
to creditors.

                         The Plan Trust

According to Bishop Skylstad, the Diocese will assign and transfer
virtually all of its assets together with the Tort Claims to a
trust on the Plan Effective Date.

The assets transferred to the Plan Trust will include:

   * the balance in the Diocese's general operating account at
     U.S. Bank as of the Effective Date, net of the reserve for
     the payment of Administrative Claims -- Remaining
     Unrestricted Cash;

   * the net proceeds of the sale of Diocese Real Property sold
     prior to the Effective Date;

   * a pledge of the net proceeds of the sale of Diocese Real
     Property still held by the Diocese on the Effective Date;

   * the net proceeds of the sale of the Parish Building Loans --
     or the assignment of the Loans directly to the Plan Trust;

   * all proceeds contributed by Settling Insurers;

   * the assignment of any Insurance Action Recoveries and the
     Insurance Actions as against any remaining Non-Settling
     Insurers; and

   * any and all proceeds contributed by Participating Third
     Parties and the Pledged Parish Real Property, net of the
     Administrative Reserves.

In establishing the Plan Trust, the Reorganized Diocese will, in
full release and discharge of all Class 6 Tort Claims:

   (a) execute and deliver a Plan Trust Agreement which will
       establish the Plan Trust;

   (b) deliver the initial funding necessary for the Diocese to
       meet its obligations under the Plan as of the Effective
       Date; and

   (c) execute and deliver all other agreements, assignments or
       commitments, including the transfer of the Trust Assets,
       necessary to carry out the terms of the Plan.

                      Purpose of the Trust

Bishop Skylstad relates that the purpose of the Plan Trust, among
other things, is to:

   -- pay all Tort Claims in accordance with the Plan and the
      Plan Trust Agreement;

   -- preserve, hold, manage, and maximize the Plan Trust Assets
      for use in paying and satisfying Tort Claims in accordance
      with the Plan Trust Agreement;

   -- prosecute, settle and manage, in consultation with the
      Reorganized Diocese and its the insurance coverage counsel,
      Gordon Murray Tilden LLP, the disposition of the Insurance
      Actions in a manner, which maximizes the recovery of value
      from the Insurers; and

   -- defend and manage, in consultation with the Reorganized
      Diocese and the Insurers, any Tort Claims, which are not
      settled and which will go to trial for resolution and
      liquidation in the Superior Court for Spokane County,
      Washington.

With the Plan Trust, the Diocese's goal will be to provide a
mechanism for the prompt and fair determination and liquidation of
the Tort Claims, and the payment in full -- or 100% of the
liquidated value -- of all Allowed Tort Claims, Bishop Skylstad
says.

The Plan Trust has been designed to pay similar Tort Claims in
substantially the same manner.  The specific procedures for
processing, determining allowance, liquidating, and paying, if
allowed, all Tort Claims, including the claims of Future Tort
Claimants, are set forth in the Trust Distribution Agreement.

Under the Trust Distribution Agreement, all Tort Claims against
the Diocese will be assigned and submitted to the Plan Trust and
the Trust Distribution Agreement will constitute the sole and
exclusive method by which the holder of a Tort Claim may pursue
the liquidation of his or her claim.  The Trust Distribution
Agreement will establish a two-pronged claims process for
liquidating and resolving all Tort Claims, which will involve:

   -- an initial non-burdensome claims review process which will
      result in a settlement offer to all Tort Claimants based on
      a Compensable Abuse Matrix which ranges in award amounts
      from $15,000 to $1,500,000 per claim; and

   -- a trial or agreed arbitration in Superior Court of the Tort
      Claims that are not resolved through the Claims Review
      Process.

A full-text copy of the Diocese's Plan Trust Agreement is
available for free at:

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

A full-text copy of the Diocese's Trust Distribution Agreement is
available for free at:

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

                     Trustees and Reviewers

The Plan Trust will be managed and administered by two Plan
Trustees, who will be appointed by the Court.  The Court will
select the Trustees from a list of names and qualifications
submitted by the Committees, the Future Claims Representative, the
Association of Parishes, and the Diocese.

The Plan Trustees will designate three Claim Reviewers, comprised
of independent, disinterested persons, one each from the legal,
medical and mental healthcare professionals, and who are nominated
by the Diocese, the AOP, the Litigants Committee, the Creditors
Committee and the FCR, and approved by the Court.

                 Provision for Disputed Assets

Because the Diocese believes the value of the Trust Assets,
including the estimated range of value of the Insurance Coverage
and the Spokane County Parish Real Property, will exceed the total
amount of the Allowed Tort Claims, the Parish Personal Property
and the pursuit of Avoidance Actions have not been included in the
Plan.

However, in the event that the total Allowed Claims would exceed
the value of the Trust Plan Assets if, for example, the Pledged
Parish Real Properties are removed from the Plan Trust or if the
Insurance Recoveries fall short of the Diocese's estimate of
value, then:

   (a) the Diocese will contribute to the Plan Trust through
       fundraising or other mechanisms -- from non-Diocesan
       sources -- the liquidation value of all other assets found
       to be property of the estate;

   (b) the Tort Litigants' Committee will be authorized:

          -- to pursue the Property of the Estate Litigation
             against the Catholic Cemeteries of Spokane, Catholic
             Foundation of the Spokane Diocese, The Spokane
             Catholic Investment Trust, Morning Star Boys' Ranch,
             Catholic Charities of the Diocese of Spokane, and
             Immaculate Heart Retreat Foundation, and the various
             assets which the Diocese lists on its financial
             statements as being held for others; and

          -- to investigate and pursue any Avoidance Actions; and

   (c) the Diocese will be required to obtain an appraisal of its
       Office Equipment and to contribute that value, in cash, to
       the Plan Trust.

                            Funding

All payments under the Plan which are due on the Effective Date
will be funded from the Cash on hand, from the proceeds of the
sale of the Diocese Real Property, from any contributions or
settlements with any Participating Third Party and Settling
Insurers, and from the proceeds of any DIP or exit financing, if
any, received by the Diocese during the course of the case or
prior to or in conjunction with the Confirmation Hearing.

               Limitation on De Minimis Payments

The Reorganized Diocese will make no distributions of less than
$50 to any Creditor holding an Allowed Claim.  If a Creditor
holding an Allowed Claim does not receive a distribution due to
this provision on any date on which a distribution is to be made
to Creditors in the same Class as the Creditor being entitled to a
de minimis payment, then the Claim will remain eligible for
distributions on any subsequent distribution date.  In all events,
the Creditor holding an Allowed Claim, which has not received a
distribution on any previous distribution dates, will receive
distribution on the date that final distribution is made to
Creditors in the same Class as the Creditor being entitled to the
de minimis payment.

A full-text copy of the Diocese's First Amended Reorganization
Plan is available for free at:

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

A full-text copy of the Diocese's First Amended Disclosure
Statement is available for free at:

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

             Spokane Will Revise Disclosure Statement

The report of GVA Kidder Mathews, the professional hired to
appraise 40 of the highest valued properties, title to which is
held in the name of the Diocese or the Parishes, is scheduled to
be completed by the end of March 2006.

The Disclosure Statement will be amended at that time to include
summaries of the Appraiser's report, Bishop Skylstad tells the
Court.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENVEO INC: Promotes Thomas W. Oliva as President
-------------------------------------------------
Robert G. Burton, Chairman and Chief Executive Officer of Cenveo,
Inc. (NYSE: CVO) reported the promotion of Thomas W. Oliva to the
position of President of Cenveo, Inc.  In his new role, Mr. Oliva
will have responsibility for all of Cenveo's Sales and
Manufacturing efforts and will continue to report directly to Mr.
Burton and will remain on Cenveo's Board of Directors.

Robert G. Burton, Cenveo's Chairman and Chief Executive Officer,
stated, "I have had the opportunity to work with Tom for the past
12 years at World Color, Moore, and now Cenveo and look forward to
working with Tom and our new senior management team to increase
shareholder value and make Cenveo a leader in the printing
industry.  He has done a tremendous job in all of his assignments
and he has a great track record of delivering outstanding results
over an extended period of time.  In a very short period at
Cenveo, he has led the Envelope and Resale divisions through a
restructuring effort that I believe will re-position these groups
for future growth and improved profitability.  When I joined
Cenveo as Chairman and Chief Executive Officer, back in September,
I left the President's role vacant to better assess our progress.
As we move into 2006 the entire Board and I feel that Tom is an
individual who will be instrumental in driving improved
performance throughout the organization as President of the
organization.  I personally want to congratulate Tom, and I am
looking forward to working with him in his new role in 2006.  As
the largest individual shareholder of Cenveo, I am encouraged by
the direction in which the Company is heading.  While we have a
long way to go, I believe that our plan is beginning to take hold
and that we will be successful in delivering increased shareholder
value.  I look forward to sharing our progress on our fourth
quarter conference call.

In regards to his appointment, Mr. Oliva stated, "I am extremely
pleased to be given this opportunity.  I have worked closely with
Bob over the years and know first-hand his ability to lead a team
that generates results that our customers, employees, and
shareholders expect.  This new role will allow me the opportunity
to build upon the tremendous foundation we now have in place at
Cenveo."

Mr. Burton added, "A major part of my plan in turning around the
financial results of Cenveo was to bring along a team of seasoned
and proven executives who each are personally accountable for
their results.  Over the past three months, we have quickly
assembled what I believe is the strongest senior management team
in the printing industry.  We have recruited over 30 people who
have worked directly with us previously at World Color or Moore
and have recruited some of the best and brightest executives with
related industry experience, who clearly understand the challenges
that lie in front of us.  I am pleased to announce the following
appointments of some of the individuals who have recently joined
us and will be pivotal in the turnaround of Cenveo:"

William Burch as Executive Vice President, Envelopes.  Prior to
joining Cenveo in November 2005, Mr. Burch served in various
capacities for Moore, Moore Wallace and RR Donnelley since 2002,
most recently being Senior Vice President, in charge of the forms
business.  Before working at Moore, Mr. Burch spent 12 years in
various manufacturing management positions with Quebecor World,
Johnson & Hardin, and the L.P. Thebault Co. Bill graduated from
Carnegie Mellon University in Pittsburgh, PA.

Joseph Cortes as Executive Vice President, Labels.  Prior to
joining Cenveo in October 2005, Mr. Cortes had since 2004 served
as Senior Vice President of Manufacturing for Ward/Kraft, Inc.
Prior to Ward/Kraft, he spent 21 years at Moore Corporation.  Mr.
Cortes graduated from California State University earning a
Masters degree in Business Administration.

Robert Lynn as Senior Vice President, Treasurer.  Mr. Lynn joined
Cenveo from International Paper Company where he had global
responsibility for cash & liquidity management.  Previously, Mr.
Lynn handled commercial finance and Asia corporate finance for
Praxair, and was the CFO/Treasurer for one its subsidiaries.  Mr.
Lynn also worked for Merrill Lynch, PepsiCo and Anderson
Consulting.  Mr. Lynn graduated from the University of Connecticut
and earned his MBA from the Stern School of Business at New York
University.

Harry Vinson as Senior Vice President, Purchasing.  Prior to
joining the company in September 2005, Mr. Vinson was a General
Manager in the sheet fed operation for MAN Roland North America in
charge of the Central region operations from 2003 until 2005.
Prior to that, Mr. Vinson spent 20 years serving in various
operations and sales roles at Moore, Quebecor World, World Color,
Graphic Arts Service, Nashville Electragraphics Company and Agfa.
Mr. Vinson graduated from Murray State University with a BS in
Printing Management.

Timothy Davis as Senior Vice President, General Counsel. Prior to
joining the Company in December 2005, Mr. Davis was from July,
1989 through December, 2005 Senior Vice President and General
Counsel of American Color Graphics, Inc.  Mr. Davis was the
Assistant General Counsel of MacMillan, Inc., counsel to Maxwell
Communication Corporation North America and an attorney in private
practice from 1981 to 1989.  Mr. Davis graduated from Columbia
College and received his law degree from the Columbia School of
Law.

David C. Hunter as Senior Vice President and Chief Information
Officer.  Mr. Hunter will be responsible for streamlining IT
resources across the enterprise as well as developing and driving
the technology strategy for Cenveo.  Mr. Hunter most recently
served at R.R. Donnelley as Vice President, Technical Services
where he was a leader in integrating IT resources and applications
during the R.R. Donnelley and Moore Wallace mergers.  Prior to
R.R. Donnelley Mr. Hunter held management level IT positions at
Nestle Waters and PepsiCo.  Mr. Hunter earned a bachelors degree
in economics from the University of Delaware and an M.B.A. from
the University of Connecticut.

Ken Viret as Senior Vice President and Controller.  Mr. Viret
joined Cenveo in November 2005.  From 1998 until 2005, Mr. Viret  
served as Assistant Corporate Controller of Loral Space &
Communications.  Prior to Loral, Mr. Viret spent 13 years at
Coopers & Lybrand in the Business Assurance and International SEC
practices.  Mr. Viret graduated from Pace University and is a
Certified Public Accountant.

Gina Genuario as Director, Employee Benefits.  Prior to joining
Cenveo in November, Ms. Genuario served in various capacities
within the employee benefits department at Quebecor World.  Prior
to Quebecor, Ms. Genuario spent six years at Century
Communications within the benefits department.  Ms. Genuario
graduated from Fairfield University, with a degree in Business.

Cenveo, Inc. (NYSE: CVO) -- http://www.cenveo.com/-- is one of  
North America's leading providers of print and visual
communications with one-stop services from design through
fulfillment.  The company's broad portfolio of services and
products include, commercial printing, envelopes, labels and
business documents through a network of over 80 production,
fulfillment and distribution facilities throughout North America.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2005, The
ratings on Cenveo Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications pending a
review of the company's long-term operating and financial
strategies.

Following Cenveo's September 2005 announcement that it had reached
an agreement with Burton Capital Management LLC and Goodwood Inc.
to end the company's proxy contest, Cenveo:

     * approved a new board of directors,

     * hired a new management team,

     * publicly reported it plans to take meaningful additional
       cost-cutting actions over the intermediate term, and

     * potentially sell its profitable Canadian envelope business
       and repay debt balances with part of the proceeds.

Still, the Englewood, Colorado-based commercial printer had almost
$880 million in lease-adjusted debt outstanding as of September
2005.

Standard & Poor's will resolve its CreditWatch listing following a
review of the company's long-term strategic plan for operations
and near-term plans for potential asset sales and debt reduction.  
If our review determines that a downgrade is appropriate, it would
be limited to one notch.


CHEVY CHASE: Moody's Reviews 4 Class B-4 Certificates' Ba2 Ratings
------------------------------------------------------------------
Moody's Investors Service placed seventeen tranches originated by
Chevy Chase Bank on review for possible upgrades.  These are jumbo
deals that consist of conventional, adjustable rate, first lien
mortgage loans with negative amortization.

These seventeen classes are placed on review for possible upgrades
based on the high credit enhancement levels compared to the loss
projections.  Over the years, these deals have experienced very
low or no losses.  They are performing better than expected due
to:

   * the high prepayment levels;
   * low delinquencies; and
   * the positive impact of the stepdown triggers.

Complete rating actions are as follows:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.,
        Series 2002-P1

   * Class B-1, Currently: Aa2; on review for possible upgrade.
   * Class B-2, Currently: A2; on review for possible upgrade.
   * Class B-3, Currently: Baa2; on review for possible upgrade.
   * Class B-4 Currently: Ba2; on review for possible upgrade.

Issuer: Credit Suisse First Boston Mortgage Securities Corp.,
        Series 2002-P2

   * Class B-1, Currently: Aa2; on review for possible upgrade.
   * Class B-2, Currently: A2; on review for possible upgrade.
   * Class B-3, Currently: Baa2; on review for possible upgrade.
   * Class B-4 Currently: Ba2; on review for possible upgrade.

Issuer: Credit Suisse First Boston Mortgage Securities Corp.,
        Series 2002-P3

   * Class M-1, Currently: Aa1; on review for possible upgrade.
   * Class B-1, Currently: Aa2; on review for possible upgrade.
   * Class B-2, Currently: A2; on review for possible upgrade.
   * Class B-3, Currently: Baa2; on review for possible upgrade.
   * Class B-4 Currently: Ba2; on review for possible upgrade.

Issuer: Credit Suisse First Boston Mortgage Securities Corp.,
        Series 2002-P4

   * Class B-1, Currently: Aa2; on review for possible upgrade.
   * Class B-2, Currently: A2; on review for possible upgrade.
   * Class B-3, Currently: Baa2; on review for possible upgrade.
   * Class B-4 Currently: Ba2; on review for possible upgrade.


CONSUMERS TRUST: Creditors Must File Proofs of Claim by March 15
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
set March 15, 2006, as the deadline for all creditors owed money
by The Consumers Trust on account of claims arising prior to Dec.
5, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
March 15 Claims Bar Date, and those forms must delivered either:

          a) by hand or overnight courier to:

             U.S. Bankruptcy Court
             Southern District of New York
             The Consumers Trust Claims Processing
             One Bowling Green, Room 534
             New York City, New York 10004-1408

                  - or -

          b) by mail to:

             U.S. Bankruptcy Court
             Southern District of New York
             The Consumers Trust Claims Processing
             P.O. Box 5102, Bowling Green Station
             New York City, New York 10274-5102

For a Governmental Unit, the Claims Bar Date is June 6, 2006.

Headquartered in London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $1 million to $10 million in total assets and more than
$100 million in total debts.


CONSUMERS TRUST: U.S. Trustee Picks 11-Member Creditors Committee
-----------------------------------------------------------------          
The United States Trustee for Region 2 appointed eleven creditors
to serve on an Official Committee of Unsecured Creditors in The
Consumers Trust's chapter 11 case:

      1. Donna Torres
         2674 Inspiration Drive
         Colorado Springs, Colorado 80917
         Phone: 719-271-1555

      2. David H. Svoboda
         14475 Lakeview Circle
         Shakapee, Minnesota 55377
         Phone: 952-496-0312

      3. Gaye Black
         9 Delaney
         St. Joe, Missouri 64507
         Phone: 816-676-0515

      4. Tom Hinrichs
         2721 Barada Street
         Falls City, Nebraska 68355
         Phone: 402-245-4860

      5. Robert Albo
         243 McLean Street
         Winnipeg, Manitoba
         Canada R3ROV6
         Phone: 204-896-1298

      6. Dale Johnson
         83-100 Klahanie Drive
         Port Moody, B.C.
         Canada V3H5K3
         Phone: 604-461-1799

      7. Jennifer Holinbeck
         736 Manchester Road
         Neenah, Wisconsin 54956
         Phone: 920-729-6052

      8. Dei-In Tang
         3 Brisbane Ct.
         Holmdel, New Jersey 07733
         Phone: 845-398-6596

      9. Jerrie Stickler
         1443 Redwood Avenue
         Clarinda, Iowa 51632
         Phone: 712-542-5519

     10. Curtis K. Nelson
         5732 259th Avenue NE
         Stacy, MN 55079
         Phone: 763-444-4511

     11. Robert E. Hitt
         1416 Blaine Ct.
         Moore, Oklahoma 73160
         Phone: 405-378-2341

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 London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $1 million to $10 million in total assets and more than
$100 million in total debts.


CORDOVA FUNDING: S&P Puts $225 Million Bonds on Positive Watch
--------------------------------------------------------------
Standard & Poor's Rating Services placed its 'B' rating on Cordova
Funding Corp.'s $225 million senior secured bonds due 2019 on
CreditWatch with positive implications.  The CreditWatch listing
follows the announcement that El Paso Marketing L.P. (EPM), a
subsidiary of El Paso Corp. (B/Positive/B-3), divested to
Constellation Energy Commodities Group Inc. the purchase-power
agreement between EPM and Cordova Energy Co. LLC (Cordova), the
guarantor of CFC's bond payment obligations, effective Jan. 1,
2006.

CFC is the funding vehicle that issued debt and subsequently
loaned the proceeds to its affiliate, Cordova.  Cordova is wholly
owned by MidAmerican Energy Holdings Co. (MEHC;BBB-/Watch Pos/--).
MEHC owns a 537 MW natural gas-fired, combined-cycle power plant
in Rock Island County, Illinois, which it completed in June 2001.

"The rating on CFC's bonds had been constrained by that of El
Paso, who is the guarantor of the obligations of EPM," said
Standard & Poor's credit analyst Scott Taylor.  Constellation
Energy Group Inc. (BBB+/Watch Pos/A-2) is now the guarantor of the
obligations under the PPA.  "Standard & Poor's expects to raise
the rating on CFC's bonds, but expects the rating to remain below
investment grade, as debt service coverage has hovered around 1x
due to weaker-than-projected dispatch," he continued.

The CreditWatch listing should be resolved in the next one to two
weeks.


CORNELL TRADING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cornell Trading, Inc.
        458 Hurricane Lane
        Williston, Vermont 05495

Bankruptcy Case No.: 06-10017

Type of Business: The Debtor sells women's and children's
                  apparel including dresses, skirts, blouses, and
                  sleepwear.  Cornell also offers books and
                  housewares like table linens, placemats and
                  napkins, bedding, and dolls and stuffed animals.
                  See http://www.aprilcornell.com/

Chapter 11 Petition Date: January 4, 2006

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Christopher J. Panos, Esq.
                  Craig & Macauley, P.C.
                  600 Atlantic Avenue
                  Federal Reserve Plaza
                  Boston, Massachusetts 02210
                  Tel: (617) 367-9500
                  Fax: (617) 742-1788

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J. Suzette & Co. Inc.         General vendors           $162,717
P.O. Box 643382
Cincinnati, OH 45264-3382

Pankaj Enterprises            Wire payment vendors      $137,614
C-109 Anand Niketan
New Delhi, India 110021

Zhejiang Unifashion           Wire payment vendors      $120,578
Room 1306
Gou Du Commercial Mansions
361 Fengqi Road
Hangzhou, China

Affiliated Customs Brokers,   General vendors           $119,828
Ltd.

United Parcel Service         General vendors           $106,038

Nicefit                       Wire payment vendors       $62,828

Li & Fung                     Overseas vendor            $62,472

Madhu Chawla                  Wire payment vendors       $57,359

Katherine's Collection        General vendors            $48,588

Mauradianiel                  General vendors            $43,318

Nancyscans Corporation        General vendors            $43,202

Affiliated Custom Brokers     General vendors            $42,366

Willow Bend Associates LP     Landlord's notice          $38,796
                              addresses

P Venkana                     Wire payment vendors       $37,556

IBATS                         Wire payment vendors       $35,398

Harimann International        Wire payment vendors       $34,137

Mr. Kazuhiko Kyogoku          Landlords' notice          $34,051
                              addresses

Guangzhou Textiles            Wire payment vendors       $34,007

Zhejiang Shouwang             Wire payment vendors       $33,507

Westlake Center Associates    Landlords' notice          $33,306
LP                            addresses


CREDIT SUISSE: Fitch Rates $6.4 Million Class B-3 Certs. at BB+
---------------------------------------------------------------
Credit Suisse First Boston's home equity pass-through
certificates, series 2006-1, are rated by Fitch as:

    -- $630,400,100 classes 1-A-1, 2-A-1, 2-A-2, 2-A-3, 2-A-4, R,
       R-II, and non-offered class P 'AAA';

    -- $28,800,000 class M-1 'AA+';

    -- $26,400,000 class M-2 'AA';

    -- $18,000,000 class M-3 'AA-';

    -- $12,400,000 class M-4 'A+';

    -- $12,800,000 class M-5 'A';

    -- $11,200,000 class M-6 'A-';

    -- $10,400,000 class M-7 'A-';

    -- $10,000,000 class M-8 'BBB+';

    -- $7,600,000 class B-1 'BBB';

    -- $7,200,000 class B-2 'BBB-';

    -- $6,400,000 class B-3 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21.20%
total credit enhancement provided by:

    * the 3.60% class M-1,
    * the 3.30% class M-2,
    * the 2.25% class M-3,
    * the 1.55% class M-4,
    * the 1.60% class M-5,
    * the 1.40% class M-6,
    * the 1.30% class M-7,
    * the 1.25% class M-8,
    * the 0.95% class B-1,
    * the 0.90% class B-2,
    * the 0.80% class B-3, and
    * the 2.30% initial overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure, as
well as the primary servicing capabilities of Wells Fargo Bank,
N.A. (rated 'RPS1' by Fitch) and Select Portfolio Servicing, Inc.
(rated 'RPS2-' by Fitch). U.S. Bank N.A. will act as Trustee.

The mortgage pool consists of first- and second-lien fixed- and
variable-rate subprime mortgage loans with an initial aggregate
principal balance of $786,883,998.  On the closing date, the
depositor will deposit approximately $13,116,102 into a pre-
funding account.  The amount in this account will be used to
purchase subsequent mortgage loans after the closing date and on
or prior to March 24, 2006.

The group 1 loans have an initial aggregate principal balance of
$320,637,545.  As of the cut-off date, the weighted average loan
rate is approximately 7.33%, and the weighted average FICO is 621.
The weighted average remaining term to maturity is 357 months.  
The average cut-off date principal balance of the mortgage loans
is approximately $133,878.  The weighted average original loan-to-
value (OLTV) ratio is 80.1%.  The properties are primarily located
in California (14.4%), Florida (9.1%), Maryland (6.8%), Illinois
(5.6%), Arizona (5.6%), and Virginia (5.1%).

The group 2 loans have an initial aggregate principal balance of
$466,246,453.  As of the cut-off date, the weighted average loan
rate is approximately 7.30%, and the weighted average FICO is 621.
The weighted average remaining term to maturity is 355 months.  
The average cut-off date principal balance of the mortgage loans
is approximately $190,072.  The weighted average OLTV ratio is
80.1%.  The properties are primarily located in California
(29.8%), Florida (7.6%), Maryland (5.6%), Virginia (5.1%), and New
Jersey (5.0%).

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


CYBERCO HOLDINGS: Proofs of Claims Must be Submitted by Jan. 12
---------------------------------------------------------------
Thomas C. Richardson, the Chapter 7 Trustee overseeing the
liquidation of CyberCo Holdings, Inc., conducted an auction of
substantially all of the Debtor's tangible personal property.

Under the Trustee's Amended Report and Suggested Procedure for
Distribution of Auction Proceeds, all creditors, lessors and other
interested parties-in-interest asserting a claim or interest in
the Debtor's assets are directed to file a proof of claim on or
before Jan. 12, 2006.

All proofs of claim must be submitted to:

      United States Bankruptcy Court
      Western District of Michigan
      P.O. Box 3310
      Grand Rapids, MI 49501

and copies must be sent to:

      Thomas C. Richardson, Trustee
      P.O. Box 61067
      Kalamazoo, MI 49005-1067

All claims asserting an interest in the auction proceeds must
identify those assets in detail, including serial numbers (if
available) and indicate the relevant auction lot number.

An identification of the assets sold, delineated by auction lot
number and parties currently known to be claiming an interest in
those assets can be accessed at http://www.cybercobr.com/or by  
contacting:

      Rayman & Stone
      Tel: (269) 345-5156
      Fax: (269) 345-5161

Three creditors filed an involuntary chapter 7 petition against
CyberCo Holdings, Inc., on Dec. 9, 2004 (Bankr. W.D. Mich. Case
No. 04-14905).  Christopher Combest, Esq., at Quarles & Brady LLP
represents the petitioners.  


DON SIMPLOT: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Don J. Simplot
        aka El Paso Tree Farm Company
        P.O. Box 27
        Boise, Idaho 83707

Bankruptcy Case No.: 06-00002

Type of Business: The Debtor owns 50% interest in EEX Acquisition,
                  LLC, which filed for chapter 11 protection on
                  Oct. 14, 2005 (Bankr. W.D. Wash. Case No.
                  05-28286)(J. Overstreet).  The Debtor is also an
                  affiliate of G B Vessel Acquisition LLC, which
                  also filed for bankruptcy protection on Oct. 14,
                  2005 (Bankr. W.D. Wash. Case No. 05-28316).

Chapter 11 Petition Date: January 4, 2006

Court: District of Idaho (Boise)

Judge: Chief Judge Terry L. Myers

Debtor's Counsel: Jerome Shulkin, Esq.
                  Shulkin Hutton Inc., P.S.
                  2101 Fourth Avenue, Suite 200
                  Seattle, Washington 98121
                  Tel: (206) 623-3515

                       - and -

                  Joseph M. Meier, Esq.
                  Cosho Humphrey, LLP
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, Idaho 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Frontier Bank                    Guaranty of loan   $10,000,000
1020 State Avenue                for CQ
P.O. Box 228                     Acquisition, LLC,
Marysville, WA 98270             & CQ River
Attn: Vern Ashbrenner            Cruises, LLC

Washington Mutual Bank           Guaranty for BB     $5,921,179
National Operations Center       Acquisition, LLC
6011 Connection Dr., Suite 600   & GB Vessel
Irving, TX 75039                 Acquisition, LLC
Attn: David Wright

Citicorp USA, Inc.               Note                $5,000,000
399 Park Avenue
New York, NY 10043
Attn: Richard Freis, Esq.
Tel: (212) 835-6215

Citicapital Commercial Corp.     Loan guaranty       $4,410,448
290 East Carpenter Freeway       for BB
Irving, TX 75062                 Acquisition, LLC.
Attn: Ken Letterman, Esq.        Subject of
Tel: (206) 389-1668              civil action in
                                 King County,
                                 Washington, Case
                                 No. CV-05-2033

American West Steamboat Company  Guaranty            $4,000,000
2101 4th Avenue, Suite 1150
Seattle, WA 98121
Attn: Tom Hammons
Tel: (509) 279-1309

Banner Bank                      Guaranty for        $3,795,581
Corporate Loan Center            operating line
2815 2nd Avenue, Suite 370       of Entech
Seattle, WA 98121                Development
                                 (Debtor may hold
                                 33.33% of the
                                 outstanding shares
                                 of stock of company)

Washington Trust Bank            Loan                $3,000,000
Private Banking
717 West Sprague
Spokane, WA 99201
Attn: Gary Anderson
Tel: 1-800-788-4578

Banner Bank                      Debtor may be       $2,503,001
Corporate Loan Center            obligated under
2815 2nd Avenue, Suite 370       promissory note
Seattle, WA 98121                for real property
                                 acquired by ML
                                 Investments in
                                 Payette County,
                                 Idaho

KeyBank                          Guaranty for CQ     $1,500,000
OR-MF-Portland                   Acquisition, LLC
1211 SW 5th, Suite 560
Portland, OR 97204
Attn: Tom Nadon
Tel: (425) 709-4347

Regal Financial Bank             Note that may       $1,500,000
925 Fourth Avenue, Suite 100     be guaranteed.
Seattle, WA 98111-3405           Creditor holds
Attn: Peter Kennedy              security in boat
                                 owned by EEX
                                 Corporation.

American Marine Bank (GBCL)      Guarantee of          $973,958
Seattle Office                   debt of BB
1200 2nd Avenue, Suite 200       Aquisition, LLC
Seattle, WA 98104
Attn: Christine Christoff

Banner Bank                      Three Loans           $907,000
Corporate Loan Center            obtained by
2815 2nd Avenue, Suite 370       Energy Release
Seattle, WA 98121                Products Corp.
                                 Debtor may
                                 have guaranteed
                                 obligations.

Banner Bank                      Debtor may have       $750,000
Corporate Loan Center            guaranteed
2815 2nd Avenue, Suite 370       indebtedness of
Seattle, WA 98121                Fusion Packaging
                                 Solutions, Inc.

Rhodes Asset Management          Judgment in King      $685,000
555 Fifth Avenue                 County, Washington
New York, NY 10017               Case No.
                                 04-2-12588-088A

KeyBank                          Guaranty              $560,500
Coastal
1211 SW 5th, Suite 560
Portland, OR 97204
Attn: Tom Nadon
Tel: (425) 709-4347

Columbia Bank                    Loan                  $410,392
Special Credits MS: 6115
P.O. Box 2156
Tacoma, WA 98401-2156
Attn: Brenda Ehnat
Tel: (253) 305-1930

Asia-Europe-America Bank         Maybe Bay Bank        $150,000
1505 Westlake Ave. N, Suite 125  is assignee
Seattle, WA 98109

Bay Bank                         Guaranty on Note      $125,253
Division of Cowlitz Bancorp
1505 Westlake Ave. N, Suite 125
Seattle, WA 98109
Attn: A.J. Shott
Tel: (206) 664-7355


DX III HOLDINGS: Moody's Rates Planned $150 Million Facility at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
DX III Holdings Corporation, to be renamed Deluxe Entertainment
Services Group LLC.  Additionally, Moody's assigned B1 ratings to
the proposed $582.5 million first lien senior secured credit
facilities ($125 million revolving credit facility due 2011,
$457.5 million term loan due 2011) and a B3 rating to the proposed
$150 million second lien facility.

$607.5 million in proceeds from the transaction (revolving credit
facility will be undrawn at closing) along with $152.5 million of
equity from MacAndrews and Forbes Holdings Inc. will be used to
finance the acquisition of DX III, the Deluxe film processing and
creative services business, from The Rank Group PLC (about 3.0x
times purchase price to cash EBITDA, 2005 estimate).

The ratings reflect the company's:

   * market leadership in the motion picture film processing
     industry;

   * stable, attractive margins (cash EBITDA margins in excess
     of 30%); and

   * strong, long term contractual relationships with the major
     film studios

balanced by the cash flow volatility presented by the cash advance
contract payments required to secure business and Moody's concerns
on the company's ability to predict these cash outflows.

Moody's assigned these ratings:

DX III Holdings Corporation (to be renamed Deluxe Entertainment
Services Group LLC):

   1) B1 rating to the proposed $125 million revolving credit
      facility due 2011;

   2) B1 rating to the proposed $457.5 million first lien term
      loan due 2011;

   3) B3 rating to the proposed $150 million second lien facility;
      and

   4) B2 corporate family rating.

The rating outlook is stable.

The ratings incorporate:

   * the inherent business risk of the film processing business
     characterized by concentration of cash flows from a small
     number of large film studios;

   * the volatility of sizeable cash advance contract payments    
     (approximately $400 million as of the latest balance sheet)
     that are required to secure and renegotiate contracts with
     film studios; and

   * Moody's longer term concerns of potential erosion in the core
     Film Labs segment (accounting for 76% of cash flows) with the
     advent of digital technology.

Moody's note that the company's three largest customers account
for approximately 62% of the estimated film volume in 2005.  Thus,
the loss on any one studio contract can have a dramatic effect of
cash flows.  For example, the loss of Universal and Fox
International in 2003 resulted in a significant decline in EBITDA
for FY 2004.  Further, Moody's believes the company's assets will
have little value in a distress scenario with the exception of
real estate properties (properties located in Toronto, Rome, and
Hollywood have an estimated value of approximately $100 million).

Positive factors supporting the rating include:

   * DX III's conservative financial profile (pro forma for the
     transaction, leverage is low at about 2.3x total debt to cash
     EBITDA, 2005 estimate);

   * significant market position in the film processing industry
     (53% share of the North American film lab volume and 26%
     share of the European film lab volume);

   * high barriers to entry and duopoly structure of the industry
     with Technicolor as only significant competitor in the
     North American market;

   * exclusive long term contracts with leading film studios that
     secure a stable revenue stream;

   * the likelihood of minimal contract renewals in the near term
     (relatively low volume of contracts coming up for renewal in
     2006 and 2007); and

   * experienced management team.

Further, Moody's views DX III's strategic investment in digital
technology (Creative Services Division including EFILM, DVD
compression and pre-mastering capabilities) as a credit positive
as it strengthens the company's position within the film
processing industry.  While Moody's does not expect theatrical
exhibitors to adopt digital cinema in the near term due to its
lack of economic attractiveness and their levered balance sheets,
the rating agency believes DX III's investment will serve as a
hedge for any potential declines in its Film Labs business in the
intermediate term.  Lastly, the ratings benefit from the financial
support of the sponsor's $150 million equity investment and
Moody's belief that MacAndrews & Forbes is committed to a long
term investment horizon.

The stable outlook reflects Moody's expectation that DX III will
achieve improvements in leverage as the company uses free cash
flow to pay down debt.  Moody's expects capital expenditures to
return to maintenance levels in 2006 given the significant build
out during the past three years, particularly the recent upgrades
of its film lab facilities in the U.S. and expansion in Europe.

Further, Moody's does not anticipate DX III to reach another
investment cycle of advance payments for contract renegotiation
with the film studios until 2008.  As such, Moody's anticipates
that DX III will generate significant free cash flow through 2007
(about $200 million) and is likely to reduce leverage (as measured
as total debt to cash EBITDA) to below 1.5x absent any
acquisitions.

Upward ratings momentum might occur by greater than expected
growth from the company's Creative Services business.  Downward
pressure on the ratings would likely result from:

   * any large debt-financed acquisition;
   * the loss of a sizeable film studio contract; or
   * advance contract payments that exceed Moody's expectations.

Pro forma for the transaction, DX III is conservatively
capitalized with leverage (as measured as total debt to cash
EBITDA) of 2.3x and cash flow coverage of interest is strong at
4.6x.  Given the aggressive amortization of its proposed term loan
($250 million in mandatory amortization over the first four years
and a 75% mandatory cash flow sweep over the life of the first
lien facility), Moody's expects credit metrics to strengthen over
the ratings horizon.

The senior secured credit facilities are guaranteed by each of the
direct and indirect domestic subsidiaries.  The B1 ratings on the
first lien senior secured facilities reflect their first priority
interest in substantially all of the tangible and intangible
assets.  The positive one notch differential from the B2 corporate
family rating also reflects the benefit of the accelerated
amortization schedule on the first lien facilities (approximately
one third of first lien term loan due within two years).  The B3
ratings on the second lien facility reflect their second priority
interest in the assets behind the first lien holders.

DX III Holdings Corporation, headquartered in Los Angeles,
California, has a leading position in the motion picture film
processing business.  The company owns film labs in:

   * Los Angeles,
   * Toronto,
   * London,
   * Rome,
   * Barcelona,
   * Madrid, and
   * Sydney;

and processed over 4.3 billion feet of film in 2004.


ENRON CORP: Court Approves JP Morgan Settlement Agreement
---------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 22, 2005,
Reorganized Enron Corporation and its debtor-affiliates asked the
Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve a Settlement Agreement
with:

   a. the JPMC Entities:

         * JPMorgan Chase & Co.
         * J.P. Morgan Securities, Inc.
         * J.P. Morgan Securities of Texas, Inc.
         * JPMorgan Chase Bank, N.A.

   b. the Mahonia Parties:

         * Mahonia Limited
         * Mahonia Natural Gas Limited
         * Stoneville Aegean Limited

The JPMC Settlement Agreement, Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, in New York, points out, settles over 200
claims and involves $1,010,000,000 as settlement payment.

The salient terms of the JPMC Settlement Agreement are:

A. Settlement Payment

   On the Settlement Effective Date, the JPMC Entities will pay
   Enron $1,010,000,000 in this manner:

      -- $350,000,000 will be paid, by wire transfer of
         immediately available funds to Enron; and

      -- subject to the provisions of the JPMC Settlement, the
         assignment to Enron or, at the sole option and
         discretion of Enron, the subordination of claims held
         by the JPMC Entities having a value of $660,000,000.

B. Allocation of Settlement Amount to CP Actions

   A portion of the Settlement Amount, no less than $2,000,000
   and no greater than $45,000,000, will be allocated by each of
   the parties to settlement of the CP Actions against JPMSI,
   JPMCB and JPMST -- the JPM Commercial Paper Settlement Amount
   --  which amount will be allocated further, on a pro rata
   basis, to each of the transfers.

C. Satisfaction of all Claims, Dismissal from MegaClaim
   Litigation

   On the Effective Date, any claims, causes of action, damages,
   obligations, rights and interests that the Reorganized Debtors
   may have against the JPMC Entities and the Mahonia Parties,
   automatically will be deemed satisfied as to the Settling
   Defendants, but not as to any other defendants party.  Each
   Settling Defendant will be deemed dismissed from the MegaClaim
   Litigation, the Engagement Action, and the EES Action, as
   applicable, with prejudice.

The Reorganized Debtors and the Settling Defendants also execute
mutual releases.  Mr. Rosen asserts that the release provisions
constitute essential terms of the Settlement without which the
parties believe the compromise and settlement could not have been
achieved.

A full-text copy of the JPMC Settlement Agreement is available at
no charge at http://bankrupt.com/misc/NOV1JPMC_Settlement.pdf   

                   EchoStar's Objection

As reported in the Troubled Company Reporter on Dec. 15, 2005,
EchoStar Communications Corporation is allegedly a recipient for
$41,542,480 in preferential or fraudulent transfers that Enron
wants to recover in complaints captioned Enron v. J.P. Morgan
Securities, Inc., et al., and Enron V. MassMutual Life Ins. Co.,
et al. -- the CP Actions.

William O. LaMotte III, Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, notes that in the JPMC Settlement
Agreement, Enron seeks to settle JPMC's liability in the CP
Actions for an unspecified amount between $2,000,000 and
$45,000,000.

"This is a highly unusual provision in a settlement," Mr. LaMotte
says.

Enron has not informed the Court how the proposed allocation
range was chosen, when or how the allocation will be made, or the
criteria that will be applied to determine it.  The JPMC
Settlement provides that the determination will be made by Enron
and JPMC in their absolute discretion after the Settlement is
approved.  "This is not a basis on which the Court can determine
whether the Settlement is reasonable," Mr. LaMotte contends.

Thus, EchoStar asserts that the Court should, in determining
reasonableness, assume the lowest number in the range will be
selected, and determine the fairness of the allocation amount to
the settlement of JPMC's liability in the CP Action at
$2,000,000.

"[The] Court should separately address the Settlement Amount as
it is proposed to be allocated to the CP Actions in light of
JPMC's potential liability in the CP Actions," Mr. LaMotte
insists.  "Unless Enron concedes the meritlessness of its claims
in the CP Action as to all of the CP Defendants, it cannot carry
its burden of showing that $2 million . . . is a reasonable
settlement of JPMC's liability in the CP Actions."

Accordingly, EchoStar asked the Court to make an independent
determination whether Enron has carried its burden to demonstrate
that the $2,000,000 settlement for the CP Actions, among others,
is fair and reasonable.

                      Enron Answers EchoStar's
                    Objection to JPMC Settlement

According to Michael Schatzow, Esq., at Venable LLP, in
Baltimore, Maryland, the Court is already aware of the settlement
between Enron and the JPMC Entities resolving several adversary
proceedings and numerous claims against the estates.

EchoStar focused its Objection solely on the settlement of the
claims against the JPMC Defendants in the CP Actions, Mr.
Schatzow observes.

EchoStar contends that the Court cannot determine whether the
global Settlement Agreement is fair and reasonable unless it
assumes that the claims against the JPM CP Defendants in the CP
Actions were settled for $2,000,000, and that settlement, viewed
in isolation, is fair and reasonable.

"EchoStar is wrong," Mr. Schatzow argues.

The settlement amount for the claims against the JPM CP
Defendants in the CP Actions is not the $2,000,000 amount
suggested by EchoStar, Mr. Schatzow explains.  The claims against
the JPM CP Defendants in the CP Actions were not settled
independently for a specific amount, but rather were settled as
part of a global settlement resolving numerous disputes for
consideration in excess of $1,000,000,000.

In addition, Mr. Schatzow says, the parties could only agree on a
range, but not a specific amount.  The JPM CP Defendants thought
the allocation should be $2,000,000 and Enron thought the
allocation should be $45,000,000.  The Court is not required to
resolve the issues in the Settlement, as of this moment, Mr.
Schatzow adds.

Enron asks the Court to overrule Echostar's Objection and approve
the Settlement Agreement.

               Ambercrombie & Fitch's Objection

As previously reported, Abercrombie & Fitch Co., Abercrombie &
Fitch Stores, Inc., and Abercrombie & Fitch Management Company are
defendants in the CP Actions.

The Abercrombie & Fitch Entities believe that some of the terms
of the JPMC Settlement Agreement could be read to impair,
diminish, or adversely affect the non-settling defendants' claims
against the JPMC Entities and defenses in the CP Actions.  While
the Abercrombie & Fitch Entities recognize that there are various
carve-outs relating to the CP Actions in the Settlement
Agreement, it is not clear whether or not any portion of the
complex Settlement adversely affects them in the CP Actions or in
any potential litigation involving the JPMC Entities.

Andrew B. Eckstein, Esq., at Blank Rome LLP, in New York, points
out that the Abercrombie & Fitch Entities should not have to
speculate as to whether there is an adverse effect on them
contained somewhere in the Settlement Agreement.

The Abercrombie & Fitch Entities seek assurances that their
claims against the JPMC Entities in the CP Actions will in no way
be jeopardized by the terms of the JPMC Settlement Agreement.

Accordingly, the Abercrombie & Fitch Entities asked the Court to
add the language to the JPMC Settlement Agreement and the
Commercial Paper Stipulation dismissing claims and causes of
action against the JPMC Entities that makes it clear that the
Settlement in no way impairs the rights, claims, and defenses of
the non-settling defendants against the parties to the Settlement
Agreement.

           Enron Answers Abercrombie & Fitch's Objection

The Abercrombie & Fitch Entities complain about the JPMC
Settlement Agreement without reading it, Mr. Schatzow asserts.

If the Abercrombie & Fitch Entities read the Settlement they
would not have to speculate about the terms, Mr. Schatzow says.

As the Settlement Agreement provides, all the defendants' claims
in the CP Actions will not be jeopardized in the Settlement
Agreement.

Enron asks the Court to overrule Abercrombie & Fitch's Objection.

                 Court Approves the JPMC Settlement

Judge Gonzalez approves the JPMC Settlement in its entirety.
Objections to the JPMC Settlement are overruled, to the extent
not resolved or withdrawn.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various  
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
165; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERGY LOUISIANA: Moody's Puts Ba1 Rating on New Preferred Stock
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Entergy
Louisiana's new issue of preferred stock and affirmed the ratings
of all other outstanding debt securities.  Ratings affirmed
include Entergy Louisiana's:

   * Baa1 senior secured debt;
   * Baa2 senior unsecured debt and Issuer Rating; and
   * the Ba1 rating on its existing preferred stock.

The ratings of Entergy Corporation are unaffected.

On December 31, 2005, Entergy Louisiana, Inc. restructured and
converted its corporate structure to an interim holding company,
Entergy Louisiana Holdings, Inc. (ELI Holdings) and a limited
liability company, Entergy Louisiana, LLC (ELL).  The
restructuring was executed to eliminate the company's obligation
to pay corporation franchise taxes in Louisiana, which totaled
$10.3 million in 2005.  The new limited liability company ELL is a
public utility company that has been allocated substantially all
of Entergy Louisiana Inc.'s utility assets and other properties,
and will assume substantially all of its obligations, including
debt securities and leases, except for $100.5 million of
outstanding preferred stock.

The outstanding preferred stock is an obligation of ELI Holdings,
an intermediate holding company that will own all of ELL's common
membership interests.  All of the common stock of ELI Holdings
will be held by Entergy Corporation.  This outstanding preferred
stock is expected to be redeemed in 2006 with either cash
distributions from ELL or cash from Entergy.  The affirmation of
the outstanding preferred stock rating reflects Entergy's publicly
stated intention to redeem or repurchase and retire this preferred
stock within three to six months following the December 31, 2005
restructuring.  Entergy is executing a Subscription Agreement
committing to provide funds for this purpose in the event cash
dividends upstreamed from ELL by October 1, 2006 are insufficient.

In order to maintain the same capital structure as Entergy
Louisiana, Inc., ELL has issued $100 million of new preferred
stock.  The assignment of a Ba1 rating to this new issue reflects
Moody's view that there has been no material change in the credit
quality of the issuer as a result of this change from a
corporation to an LLC.  The Ba1 rating is consistent with the
notching of the ratings of comparable issuers in the same rating
category, with the rating of the preferred stock being two notches
below the senior unsecured rating.

The affirmation of Entergy Louisiana's other ratings reflects:

   * the allocation of substantially all of its property and other
     assets to ELL;

   * the assumption of all of its debt by ELL;

   * the utility's stable cash flows and moderate leverage; and

   * Moody's expectation that the utility will recover its
     uninsured storm costs from state regulators or through other
     regulatory mechanisms in a timely manner.

Entergy Louisiana, LLC is a public utility company headquartered
in Jefferson, Louisiana and a subsidiary of Entergy Corporation,
an integrated energy company that is temporarily headquartered in
Clinton, Mississippi.


ENTERGY NEW ORLEANS: Entergy Corp. Balks at Panel's Hiring of FTI
-----------------------------------------------------------------          
As previously reported, the Official Committee of Unsecured
Creditors of Entergy New Orleans Inc. sought the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to
continue to retain FTI Consulting, Inc., as its financial advisor.  
Pursuant to its supplemental application, the Creditors Committee
capped FTI's hourly rate at $100,000, plus expenses, for January
2006, and at $75,000 for February 2006 and all subsequent months.

Entergy Corporation objects to FTI's continued retention.  In
particular, Entergy believes that the bankruptcy estate would be
exposed to FTI fees totaling $925,000 for calendar year 2006
under the Committee's proposal.

The Creditors Committee should have considered some limitation in
its Application, David S. Rubin, Esq., at Kantrow, Spaht, Weaver
& Blitzer, in Baton Rouge, Louisiana, tells Judge Brown.

As in the Creditors Committee's initial application to employ
FTI, the list of "consulting and advisory services," which the
Committee proposes for the firm, is again a "boilerplate" listing
rather than a considered effort to limit the scope of FTI's
services to a more structured engagement based on the unique
needs and exigencies of the Debtor's Chapter 11 case, Mr. Rubin
contends.

In this regard, Mr. Rubin suggests that a useful focus for FTI
would be to assist the Creditors Committee in connection with the
transactions between the Debtor and its affiliates.

In addition, Mr. Rubin insists that some coordination between FTI
and the financial advisors for the Bank of New York, as Indenture
Trustee, would be appropriate, rather than having two financial
advisors possibly investigate the same overlapping matters at
estate expense.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ETHNIC & AMERICAN: Files Chapter 7 Petition in Massachusetts
------------------------------------------------------------
Ethnic and American Foods, Inc., aka America's Food Basket, filed
a chapter 7 petition in the United States Bankruptcy Court for the
District of Massachusetts in Boston on Jan. 4, 2006.

Jenn Albenson of The Boston Globe reports that the company's shops
in Dorchester and Hyde Park closed because of slow sales and
mounting debt.

Chapter 7 of the U.S. Bankruptcy Code permits for the orderly
liquidation of the Debtor's assets.

Headquartered in Dorchester, Massachusetts, Ethnic and American
Foods, Inc., aka Americas' Food Basket, operates a grocery chain,
which specialized in ethnic foods.  The Debtor filed for chapter 7
protection on Jan. 4, 2006 (Bankr. D. Mass. Case No. 06-10012).  
Donald R. Lassman, Esq., at Law Offices of Donald R. Lassman,
represents the Debtor in its liquidation efforts.  When the Debtor
filed for protection from its creditors, it estimated between
$500,000 to $1 million in assets and $1 million to $10 million in
debts.


ETHNIC & AMERICAN: Voluntary Chapter 7 Case Summary
---------------------------------------------------
Debtor: Ethnic and American Foods, Inc.
        aka Americas' Food Basket
        aka AFB
        780 Dudley Street
        Dorchester, Massachusetts 02125

Bankruptcy Case No.: 06-10012

Type of Business: The Debtor operates a grocery chain,
                  which specializes in ethnic foods.
                  See http://www.americasfoodbasket.com/

Chapter 7 Petition Date: January 4, 2006

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Donald R. Lassman, Esq.
                  Law Offices of Donald R. Lassman
                  P.O. Box 920385
                  Needham, Massachusetts 02492
                  Tel: (781) 455-8400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


EXTENDICARE HEALTH: Moody's Rates $200 Million Facilities at Ba2
----------------------------------------------------------------
Moody's affirmed the ratings of Extendicare Health Services, Inc.
and assigned ratings of Ba2 to the $114 million senior secured
revolving credit facility and $86 million term loan facility under
the company's amended and restated credit agreement.  The amended
facilities were primarily used to refinance advances under the old
$155 million revolver.  The outlook for the ratings is stable.

The affirmation of the ratings reflects the continuation of
positive operating performance following a rationalization of
skilled nursing facilities that led to the exit of unprofitable
markets in Florida and Texas and the integration of the assisted
living facilities added in the $285 million acquisition of
Assisted Living Concepts, Inc. (ALC) in January 2005.

The ratings also reflect:

   * the improvements in quality mix resulting from the
     acquisition of ALC;

   * consistent occupancy levels in a period of industry-wide
     occupancy pressures; and

   * strong margin performance.

The company's EBIT margin of 11.5% for the twelve months ended
September 30, 2005 (as adjusted by Moody's for the capitalization
of operating leases and the elimination of non-recurring revenue
and expenses) is among the highest of the long-term care providers
rated by Moody's.

Also considered in the ratings is the expectation of a reduction
in Medicare reimbursement resulting from the implementation of the
refinement of the resource utilization groups (RUGs).  The company
has disclosed that it expects a reduction of $10.00 per Medicare
day, or $8.3 million in Medicare revenue, due to the new rules,
which took effect January 1, 2006.  Moody's also notes the more
complicated capital structure following the ALC acquisition,
including the assumption of secured debt associated with specific
ALC facilities.

The stable outlook reflects Moody's expectation of continued
favorable operating performance.  Moody's notes that while the
reduction in Medicare revenue could reduce cash flow coverage
metrics (operating cash flow to total debt and free cash flow to
total debt), the company should be able to manage to the change in
reimbursement and maintain metrics that are appropriate for the
current rating level.  Moody's also anticipates that the company
will continue to grow through organic growth and modest strategic
acquisitions.

However, given the level of availability under the amended credit
facility, if the company completes another large debt-financed
acquisition, the ratings could come under negative pressure.
Additionally, Moody's could consider changing the outlook or the
ratings if the reduction in Medicare reimbursement from the
implementation of RUGs refinement exceeds amounts expected and
results in a strain on operating margins and a significant
reduction in cash flow.  Specifically, Moody's could consider
downward pressure on the ratings if adjusted cash flow from
operations to adjusted debt was expected to drop below 15% for an
extended period of time.

However, if the company continues to improve operations by
enhancing quality mix and expanding margins, Moody's could
consider changing the ratings outlook to positive.  Additionally,
Moody's could consider upward pressure on the ratings if the
company materially reduces financial leverage to a sustainable
level such that adjusted cash flow from operations and adjusted
free cash flow to adjusted debt is maintained in excess of 18% and
10%, respectively.

Moody's estimates that pro forma for the acquisition of ALC for
the twelve months ended September 30, 2005, adjusted cash flow
from operations would have been in the range of 15%-18% and
adjusted free cash flow from operations would have approximated
7%-9%, which are moderate for the Ba3 rating category.  EBITDA
coverage of interest would have been approximately 4.5 times, and
adjusted debt to adjusted EBITDA would have been approximately 3.2
times, both also moderate for the Ba3 corporate family rating
category.

Moody's expects the company to maintain good liquidity in the near
term.  Moody's anticipates that the company will continue to fund
all working capital and maintenance capital expenditures through
operating cash flow.  The amended and restated credit agreement
gives the company access to a $114 million revolver, less $18.1
million in letters of credit.  Moody's expects the company will
continue to have ample headroom under the financial covenants.
Additionally, the company does not have any significant debt
maturities until 2010.

The Ba2 ratings on the credit facilities continue to reflect
Moody's expectation of excess collateral coverage in a distress
scenario, which contemplates a fully drawn revolver.  Moody's
coverage analysis also considers the carve-out of ALC assets,
which are excluded from the collateral securing the amended credit
facility.  

The senior notes are notched one level below the corporate family
rating to reflect the effective subordination to a significant
amount of secured debt and the existence of a material amount of
other unsecured liabilities.  The subordinated notes are notched
two levels below the corporate family rating reflecting their
unsecured nature and the contractual subordination to the senior
debt.

This summarizes Moody's rating actions.

Ratings assigned:

   * $114 million senior secured revolving credit facility
     due 2010, Ba2

   * $86 million senior secured term loan facility due 2010, Ba2

Ratings affirmed:

   * $150 million 9.5% senior notes due 2010, B1
   * $125 million 6.875% senior subordinated notes due 2014, B2
   * Corporate family rating, Ba3

Ratings withdrawn:

   * $155 million senior secured revolvong credit facility
     due 2009, Ba2

Extendicare Health Services, Inc., headquartered in Milwaukee,
Wisconsin, is a wholly owned subsidiary of Extendicare, Inc., a
Canadian publicly traded company.  The company is a provider of:

   * nursing care,

   * assisted living, and

   * related medical specialty services such as rehabilitation
     therapy.

At September 30, 2005, the company operated 148 nursing facilities
and 216 assisted living and retirement facilities in 19 states.  
In addition, the company provided consulting services to 81
facilities and operated 22 outpatient rehabilitation clinics.  For
the twelve months ended September 30, 2005, the company recognized
net revenue of approximately $1.1 billion.


FIRST NATIONWIDE: Fitch Holds Junk Rating on Class II-B-5 Certs.
----------------------------------------------------------------
Fitch Ratings affirms the following First Nationwide Mortgage
Corporation residential mortgage pass-through certificates:

                      Series 2000-1

    -- Class A affirmed at 'AAA';
    -- Class II-B-1 affirmed at 'AAA';
    -- Class II-B-2 affirmed at 'AAA';
    -- Class II-B-3 upgraded to 'A' from 'BBB';
    -- Class II-B-4 affirmed at 'BB';
    -- Class II-B-5 remains at 'CCC'.

                      Series 2000-2

    -- Class A affirmed at 'AAA';
    -- Class I-B-1 affirmed at 'AAA';
    -- Class I-B-2 affirmed at 'AAA';
    -- Class I-B-3 affirmed at 'AA';
    -- Class I-B-4 affirmed at 'BBB';
    -- Class I-B-5 affirmed at 'BB'.

                      Series 2001-1

    -- Class I-A affirmed at 'AAA';
    -- Class M-1 affirmed at 'AAA';
    -- Class M-2 affirmed at 'AAA';
    -- Class B-1 upgraded to 'BBB+' from 'BBB';
    -- Class B-2 affirmed at 'B'.

                      Series 2001-4

    -- Class I-A affirmed at 'AAA';
    -- Class CB1 affirmed at 'AAA';
    -- Class CB2 upgraded to 'AAA' from 'AA';
    -- Class CB3 upgraded to 'AA' from 'A';
    -- Class IB4 and IIB4 upgraded to 'BBB+' from 'BB+';
    -- Class IB5 and IIB5 upgraded to 'BB+' from 'B+';

The collateral in the aforementioned transactions consist of
fixed-rate and adjustable-rate mortgages extended to prime
borrowers and are secured by first and second liens, primarily on
one- to four-family and multifamily properties.  As of the
December 2005 distribution date, the transactions are seasoned
from a range of 52 to 64 months, and the pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from approximately 2% to 7%.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $42.5 million of outstanding certificates. All
affirmed classes have experienced a slight growth in CE since the
last rating action in April 2004.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $5.2 million of certificates.  The CE
levels for all the upgraded classes affected by the upgrades have
more than tripled their original enhancement levels since the
closing date.


FRANCIS MCCULLOUGH: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Francis P. McCullough
        3701 Carbtex Road
        Angleton, Texas 77515

Bankruptcy Case No.: 06-30104

Chapter 11 Petition Date: January 4, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Weycer, Kaplan, Pulaski & Zuber, P.C.
                  11 Greenway Plaza, Suite 1400
                  Houston, Texas 77046-1104
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

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

Estimated Debts:  $1 Million to $10 Million

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


G & D FUTURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: G & D Future Concepts Inc.
        dba Sports Page Grille & Tavern
        3550 Kimball Avenue
        Waterloo, Iowa 50702

Bankruptcy Case No.: 06-00002

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: January 4, 2006

Court: Northern District of Iowa (Waterloo)

Debtor's Counsel: John M. Titler, Esq.
                  P.O. Box 1168
                  320 Eighth Avenue SE
                  Cedar Rapids, Iowa 52406-1168
                  Tel: (319) 363-5563

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First National Bank of           SBA Loans plus        $598,500
Cedar Falls                      accrued interest
602 Main Street                  of $7,500
Cedar Falls, IA 50613

William & Jill Gruetzmacher      Debt                  $125,000
708 7th Avenue
Grafton, WI 53024

Shaun & Lissa Decker             Debt                  $109,000
3300 Kipling Road
Waterloo, IA 50701

AdvanceMe, Inc.                  Debt                   $41,000

First National Bank of           Bank Loan plus         $21,049
Cedar Falls                      accrued interest
                                 Of $1,049

Tim Ament                        Debt                   $19,200

Reinhart Foods                   Debt                   $16,596

United Mileage Plus              Debt                   $14,765

American Express Gold            Credit Card            $13,150

Kapun Consulting Engineers PC    Debt                   $12,500

American Express Cash Rebate     Credit Card            $11,665

First Equity Card Services       Credit Card             $9,808

Sysco Foods of Iowa              Debt                    $9,583

Advanta Bank Corp.               Debt                    $8,797

Don Lentz Heating & Cooling      Debt                    $8,172

Sam's Club                       Debt                    $6,986

Gary Karr, CPA                   Accounting Services     $6,215

Capitol One                      Debt                    $5,754

Coca-Cola Bottling Company       Debt                    $5,014

General Sports Corp.             Debt                    $4,393


GENERAL MARITIME: Inks Share Repurchase Agreement with Oaktree
--------------------------------------------------------------
General Maritime Corporation (NYSE: GMR) entered into an agreement
to repurchase 4,176,756 of its common shares from Oaktree
Capital's OCM Principal Opportunities Fund, L.P. in a privately
negotiated transaction at $37.00 per share for a total purchase
price of $154,539,972.  The price per share was agreed to after
the close of the market on Jan. 3, 2006, and represents a discount
of 2.4% to the closing price of the company's common stock on such
date.

Peter C. Georgiopoulos, Chairman, Chief Executive Officer and
President, said, "Oaktree's decision to close out a position in a
fund that is in its liquidation period has enabled us to acquire a
significant block of company stock at a favorable price.  This
share repurchase is consistent with recent steps to reshape our
fleet and our capital structure.  Building upon this recent
success, we believe we are well positioned to pursue future value
creating transactions.  We are thankful to Oaktree, a founding
investor since 1998 in our predecessor companies, for their
important role in the Company's growth and success to date.  We
also look forward to the continued participation of Steve Kaplan,
a principal of Oaktree and a director of the Company since 2001,
on our Board of Directors."

The share repurchase, which is expected to close on Jan. 10, 2006
as to 3,243,243 shares and on Jan. 19, 2006 as to the remaining
933,513 shares, is part of the company's previously announced
share repurchase program.  Following the closing of the
transaction, based upon 38,477,820 shares outstanding as of
Jan. 4, 2006, the company will have 34,301,064 shares outstanding.
After giving effect to this transaction, the company will have
purchased 4,854,556 shares under its share repurchase program.

General Maritime Corporation is a provider of international
seaborne crude oil transportation services principally within the
Atlantic basin which includes ports in the Caribbean, South and
Central America, the United States, West Africa, the
Mediterranean, Europe and the North Sea. The Company also
currently operates tankers in other regions including the Black
Sea and Far East.  General Maritime Corporation currently owns and
operates a fleet of 34 tankers -- 20 Aframax, 10 Suezmax tankers
and four Suezmax newbuilding contracts with a carrying capacity of
approximately 4.25 million dwt.  Following the completion of the
Company's recent vessel sales, the Company will own and operate a
fleet of 30 tankers -- 19 Aframax, 7 Suezmax tankers, and four
Suezmax newbuildings.

                     *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Moody's Investors Service has lowered the ratings of General
Maritime Corporation, Corporate Family (previously called Senior
Implied) Rating to B1 from Ba3 and its ratings of senior unsecured
debt to B2 from B1.  Moody's said the rating outlook is stable.
This concludes the ratings review commenced on January 28, 2005
following General Maritime's announcement of the implementation of
a dividend policy that pays a substantial amount of free cash flow
generated to shareholders quarterly.


GLYCOGENESYS INC: Requests Hearing to Appeal Nasdaq Delisting
-------------------------------------------------------------
GlycoGenesys, Inc. (NASDAQ:GLGS) requested a hearing before a
Nasdaq Listing Qualifications Panel to appeal the Nasdaq Staff
Determination received on Dec. 28, 2005.  The Nasdaq Staff
Determination Letter indicated that the Company fails to comply
with the requirements for continued listing set forth in Nasdaq
Marketplace Rule 4310(c)(2)(b), and that its securities are,
therefore, subject to delisting from the Nasdaq Capital Market.
This appeal stays the delisting of the Company's common stock
pending the decision of a Nasdaq Listing Qualifications Panel,
which generally hears appeals within 45 days of request.  There
can be no assurance that the Listing Qualifications Panel would
grant the Company's request for continued listing.

GlycoGenesys, Inc. -- http://www.glycogenesis.com/-- is a  
biotechnology company focused on carbohydrate drug development.
The Company's drug candidate GCS-100, a unique compound to treat
cancer, has been evaluated in previous clinical trials at low dose
levels in patients with colorectal, pancreatic and other solid
tumors with stable disease and partial response documented.  The
Company currently is completing a Phase I dose escalation trial to
evaluate higher dose levels of GCS-100LE, a low ethanol
formulation of GCS-100, at Sharp Memorial Hospital, Clinical
Oncology Research in San Diego, California and the Arizona Cancer
Center in both Tucson and Scottsdale, Arizona.  In addition, GCS-
100LE is being evaluated in a Phase I/II trial for multiple
myeloma at the Dana-Farber Cancer Institute in Boston,
Massachusetts, Roswell Park Cancer Institute in Buffalo, New York
and Emory's Winship Cancer Institute in Atlanta, Georgia.

                         *     *     *

                      Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about
GlycoGenesys' ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditing firm points to the company's
recurring losses from operations, accumulated deficit of
$94.5 million as of Dec. 31, 2004, and the Company's expectation
that it will incur substantial additional operating costs for the
foreseeable future.  The Company received a similar opinion from
its independent auditors for the past four years.


HEALTHNOW NEW: Good Performance Prompts S&P to Lift Ratings to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on HealthNow New York Inc. to 'BB+'
from 'BB'. The outlook is positive.

"The upgrade is based on the company's demonstrated ability, as
reflected in improved operating performance and capitalization, to
successfully operate in the challenging New York State regional
market," explained Standard & Poor's credit analyst James Sung.

For full-year 2005, HealthNow is expected to report its highest
level of earnings in the past five years, with projected pretax
income of about $108 million, compared with $67 million in 2004.
In addition, the company's statutory surplus is expected to have
reached about $360 million by year-end 2005.  Offsetting these
positive trends, the ratings continue to be constrained by overall
enrollment losses, its geographic concentration in an increasingly
competitive marketplace, and the very political New York State
regulatory environment.

The outlook is positive, reflecting the possibility that the
rating on HealthNow could be raised in the next two years, but the
company will have to demonstrate the ability to sustain its
currently strong level of earnings and capitalization, and
maintain its market leader position in its markets, while limiting
its trend of recent enrollment losses.  To achieve these
objectives, the company will likely have to demonstrate profitable
underwriting stability across all its major regions, specifically
in the two historically unprofitable counties of Clinton and Essex
in northeastern New York, as well as in its historically
unprofitable state-sponsored product portfolio.

Standard & Poor's expects HealthNow to experience enrollment
losses of about negative 6% for full-year 2005, and negative 4-5%
in 2006.  HealthNow is expected to report pretax earnings of about
$108 million for full-year 2005 (which includes about $15 million
in favorable reserve development for 2004 results), and $80
million for 2006.  The company's EAR is expected to increase to
210% - 220% for both 2005 and 2006, at a level considered strong
for the current rating level.  HealthNow is expected to have
statutory surplus of about $360 million at year-end 2005 and $425
million at year-end 2006.  The company's CAR is expected to
increase accordingly, to 160% for 2005 and 190% for 2006.

HealthNow provides health insurance and related services to about
755,000 members (as of Sept. 30, 2005), predominantly in the
western and northeastern regions of New York where it holds the
BlueCross and BlueShield licenses.  The company also markets
nonbranded products (non-Blue) in central New York, and acts as a
Medicare Part B claims processor for upstate New York and as a
durable medical equipment regional carrier for Region A, as
designated by CMS.


HILLMAN GROUP: Filing Delays Prompt S&P to Withdraw B Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and bank loan ratings on The Hillman Group Inc. because
Standard & Poor's does not have sufficient information to maintain
surveillance on these ratings.  At the time of the withdrawal, the
ratings were on CreditWatch with negative implications, where they
had been placed on Aug. 24, 2005.

Because of material weaknesses in Hillman's internal controls over
financial reporting, the company has yet to file two SEC Form 10-
Qs and to restate several financial statements.


INTERSTATE BAKERIES: Court OKs Byer's $2.4MM Bid on Alameda Place
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 19, 2005,
Interstate Bakeries Corporation and its debtor-affiliates proposed
to sell their property located at 2460 Alameda Street in San
Francisco, California, to Baker Hamilton Properties, LLC, subject
to higher and better offers.

The Property includes approximately 0.37 acres of land with an
approximately 7,813-square foot building, which was formerly used
as a garage.  The Debtors are no longer using the Property as
part of their ongoing business operations.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, related that, beginning September 2005, the
Debtors, with the assistance of Hilco Industrial, LLC, and Hilco
Real Estate LLC, conducted marketing efforts for the Property.
They have determined that the $1,500,000 offered by Baker
Hamilton represents the highest and best offer for the Property
at this time.

The salient terms of the Sale Agreement signed by the Parties
are:

     Purchase Price:            $1,500,000

     Escrow Deposit:            Baker Hamilton deposited $600,000
                                which is being held in escrow
                                until all closing conditions are
                                met.

     Closing:                   The closing will occur within five
                                business days of the approval of
                                the Sale Agreement subject to the
                                payment of the Purchase Price

     Conditions to Closing:     The Sale Agreement is subject to
                                higher and better offers as well
                                as Court approval.

     Condition of Property:     The Debtors will deliver good and
                                marketable fee simple title to the
                                Land and Improvements, free and
                                clear of liens, other than
                                Permitted Exceptions.  The
                                Property is being sold AS-IS,
                                WHERE-IS, with no representations
                                or warranties, reasonable wear and
                                tear, casualty and condemnation
                                excepted.

The Debtors requested that the proposed sale be exempted from
transfer, stamp or similar taxes, conveyance fees and recording
fees, costs or expenses imposed by any federal, state, county or
other local law in connection with the transfer or conveyance of
the Property.

The Debtors also requested that the Property be transferred to
Baker Hamilton or the successful bidder free and clear of all
liens, claims and encumbrances, with the liens to attach to the
proceeds of the sale.

As bid protection, the Debtors have agreed to provide Baker
Hamilton a $30,000 termination fee and expense reimbursement of
up to $25,000.

                    San Francisco Responds

The City and County of San Francisco objects to the application
of Section 1146(c) to the sale of the Alameda Property.

In the case of Baltimore County v. Hechinger Liquidation Trust,
335 F.3d 243 (3rd Cir. 2003) and NVR Homes, Inc. v. Clerks of the
Circuit Courts, 189 F.3d 442 (4th Cir. 1999), cert. denied, 528
U.S. 117, 120 S. Ct. 936, 145 L.Ed. 2d 915 (2000), the courts
held that a sale or transfer prior to the entry of a confirmation
order is unauthorized under Section 1146(c) and is not entitled
to the tax exemption.

                           *     *     *

The Debtors declared Byer California as the Successful Bidder for
the Alameda Property.  Baker Hamilton Properties, LLC, couldn't
match Byer's $2,400,000 offer.

The Debtors withdrew their request for the exemption from payment
of stamp and similar taxes.

Accordingly, the Court approved the sale of the Alameda Property
to Byer California.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Gets Court Nod on Consolidation Protocol
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to:

    (1) take actions necessary to consolidate operations,
        including the closure of certain depots and thrift stores
        and the reduction of routes in the Affected Profit
        Centers;

    (2) implement a process for rejecting additional executory
        contracts and unexpired leases associated with the
        proposed consolidation; and

    (3) implement a process for abandoning certain property
        associated with the consolidations within the Affected
        Profit Centers.

As previously reported, the Debtors obtained the Court's consent
to consolidate operations in six of their profit centers in the
United States:

     -- Florida/Georgia,
     -- Mid-Atlantic,
     -- Northeast,
     -- Northern California,
     -- Southern California, and
     -- Northwest.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the Debtors have continued to
analyze their four remaining profit centers, seeking to identify,
among other things:

    (i) unprofitable products and routes;

   (ii) areas of inefficient distribution;

  (iii) opportunities to rationalize brands and stock keeping
        units; and

   (iv) excess capacity in each profit center.

The Debtors currently have 16 bakeries within their North
Central, South Central, and Southeast profit centers.  Based on
their analyses, the Debtors have determined that none of these
bakeries should be closed at this time.  However, the Debtors
believe that certain distribution centers and thrift stores in
the Affected Profit Centers should be closed and the remaining
depots must service remapped delivery routes.

The consolidations are expected to affect approximately 450
workers in the Affected Profit Centers.  The Debtors will spend
approximately $3,000,000 in charges for the consolidations in the
Affected Profit Centers -- with $1,000,000 for severance charges
and the remaining amount for other charges.  The Debtors also
intend to spend approximately $3,000,000 in capital expenditures
and accrued expenses to implement the consolidation.

Following these consolidations, IBC will have completed the
restructuring of nine of its ten PCs and closed seven bakeries.
IBC had originally anticipated completing its PC consolidation
process by the end of 2005.  Due in part to the temporary deferral
of this process while discussions with union leaders were
continuing as previously announced, IBC currently expects to
complete the last of its PC consolidations, the one affecting its
Upper Midwest PC, in the first quarter of calendar 2006.

According to Mr. Ivester, only one profit center, the Upper
Midwest Profit Center, remains to be reviewed by the Debtors.
Upon completion of the final review, the Debtors may file a
similar request with respect to the Upper Midwest Profit Center.

                     Rejection and Abandonment

Mr. Ivester tells the Hon. Jerry W. Venters that during the course
of closing depots and thrift stores and reducing routes, certain
executory contracts and unexpired leases will no longer be
required for the Debtors' operations.

To avoid incurring unnecessary administrative charges for the
contracts or property that will no longer provide tangible
benefit to their estates, the Debtors propose to implement
uniform procedures for rejecting contracts and abandoning
property.

A. Contract Rejection Process

    (a) The Debtors seek to reject a contract by filing a notice
        of rejection.  The rejection will automatically be
        effective on the date set forth in the Rejection Notice.

    (b) Objections must be filed within 10 days from the date on
        which the Rejection Notice is filed with the Court.
        Timely filed objections will be heard at the next omnibus
        hearing occurring not less than seven days following the
        filing of the Objection.

    (c) Parties will have 30 days from the Rejection Date to file
        a claim for damages arising from the rejection for each
        contract.  Any claims not timely filed will be forever
        barred.

B. Property Abandonment Process

    (a) The Debtors seek to abandon property by filing a notice
        of abandonment.  The abandonment of the property will be
        automatically effective on the date set forth in the
        Abandonment Notice.

    (b) Objections to the abandonment must be filed within 10
        days from the date on which the Abandonment Notice is
        filed with the Court.  Timely filed objections will be
        heard at the next omnibus hearing occurring not less than
        seven days following the filing of the Objection.

    (c) Parties will have 30 days from the Abandonment Date to
        file a claim for damages arising from the abandonment for
        each property.  Any claims not timely filed will be
        forever barred.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


KAISER ALUMINUM: Clark Public Balks at Motion for Summary Judgment
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 21, 2005, Kaiser Aluminum Corporation and its debtor-
affiliates sought the U.S. Bankruptcy Court for the District of
Delaware for a summary judgment regarding their motion to disallow
and expunge the claims of Clark Public Utilities.

Daniel J. DeFranceschi, Esq., at Layton, Richards & Finger, in
Wilmington, Delaware, tells the Court that there are no disputed
issues of material fact so the Clark claims should be disallowed
as a matter of law.

             Clark Objects to Summary Judgment Motion

Frederick B. Rosner, Esq., at Jaspan, Schlesinger & Hoffman LLP,
in Wilmington, Delaware, tells the Court that the Debtors' request
should be denied because there are disputed issues of material
fact regarding whether the claims of Public Utility District No. 1
of Clark County, doing business as Clark Public Utilities, should
be allowed and, thus, the Debtors are not entitled to summary
judgment.  He asserts that the Debtors have failed to show that
there are no genuine issues of material fact in the dispute.

Clark disputes the Debtors' assertions that:

   (1) it lost on the merits of the unreasonable rate claims
       before the Federal Energy Regulatory Commission;

   (2) there was a hearing on the merits on Clark's unauthorized
       sale claim in the Puget Sound Proceeding or that
       unauthorized sale claim could have been brought in
       the Puget Sound Proceeding in the first place; and

   (3) the Debtors did not sell electric power to Clark under the
       terms of their Purchase and Sale Agreement.

Clark also contends that Kaiser misrepresents the FERC's findings
of fact and conclusions of law contained in the June 25, 2003
Order.  Mr. Rosner says the FERC did not make a finding on the
merits of Clark's claim, and it further did not make any specific
finding or issue any ruling that the rate Kaiser charged to Clark
was reasonable.

Instead, the FERC only stated that "based on the totality of the
circumstances . . ., we conclude that, even if prices were unjust
and unreasonable, the directing of refunds in this proceeding
would not result in an equitable resolution of the matter.  
Accordingly, we will not require refunds and terminate this matter
without further proceedings."  

Moreover, Mr. Rosner says the FERC did not consider and did not
rule on the merits of Clark's claim because the claim was not
before the FERC in the Puget Sound Proceeding and was a separate
cause of action from the reasonableness of rates issue tried
before the FERC.  The issue of the unauthorized sale claim was not
discussed in the Puget Sound Proceeding, he maintains.

As for the sale of power between Clark and the Debtors, Clark
asserts that Kaiser sold power to Clark in 2001 and that Kaiser
even profited $59,842,404 from the transaction governed by the
Remarketing Agreement.  This involved power purchased from Kaiser
through the Bonneville Power Administration.

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: Court Rules on Guaranty Subordination Dispute
--------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware finds that the claims of holders of 12-3/4%
Senior Subordinated Notes against Alpart Jamaica Inc. and Kaiser
Jamaica Corporation, and Kaiser Alumina Australia Corporation and
Kaiser Finance Corporation are contractually subordinated to the
claims of holders of the 9-7/8% Senior Notes and 10-7/8% Senior
Notes against the Liquidating Debtors.

Accordingly, Judge Fitzgerald overrules the objections filed by
Law Debenture Trust Company of New York and Liverpool Limited
Partnership to the joint plans of liquidations of the Liquidating
Debtors.

As previously reported, Law Debenture objected to confirmation of
the Liquidation Plans asserting that the Plans impermissibly
subordinate payment of the 1993 Note Guarantees.  Law Debentures
argued that the 1993 Note Guarantees rank equally with all other
obligations of the debtor subsidiaries of Kaiser Aluminum &
Chemical Corporation who are guarantors of the Notes, except those
obligations that are "Senior Indebtedness."

Liverpool raised essentially the same arguments relied on by Law
Debenture.

"It is abundantly clear that the hybrid financial structure of
subordinated treatment of the Subordinated Notes at the parent
level and pari passu treatment of the Subordinated Guarantees at
the Subsidiary Guarantor level as suggested by [Law Debenture] was
not created by the Indenture," Judge Fitzgerald says.

"The Subordinated Notes . . .  provide that their payment 'is
guaranteed on a senior subordinated basis by' [the Subsidiary
Guarantors].  There is no reference therein that indicates that
the Subordinated Guarantees are to be treated on a part with the
Subsidiary Guarantors' guarantee of Senior Indebtedness of the
Company."

Law Debenture also disputed the treatment of its fees and expenses
under the Liquidation Plans.

Judge Fitzgerald, however, points out that the amendments to the
Plans provide for the payment of the fees prior to distributions
to noteholders.  The parties also submitted at the hearing in
December 2005 a consensual plan confirmation order, which appears
to resolve the fee issue.

To the extent any remaining issues with respect to Law
Debenture's fees and expenses remain unresolved, Judge Fitzgerald
directs Law Debenture to seek reconsideration of the Order.

There is no dispute as to the relative priority of the claims of
the Senior Notes and the Senior Subordinated Notes against KACC,
because holders of the Senior Subordinated Notes have acknowledged
that their claims against KACC are contractually subordinated.

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

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

                          *     *     *

As a result of the Bankruptcy Court's ruling, holders of the
Senior Subordinated Notes will receive no distributions under the
Liquidating Plans, Daniel D. Maddox, Vice President and
Controller of Kaiser Aluminum Corporation, explains in a
regulatory filing with the Securities and Exchange Commission.

The ruling is subject to appeal.

Based on the Confirmation Order in respect of the Liquidating
Plans, Mr. Maddox says reserves of approximately $213.0 million
will be maintained by the trustee under the Plans until the
decision on the Senior Note-Subordinated Note Dispute becomes
effective.

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)


KNOLL INC: Registers 15 Million Common Shares for Resale
--------------------------------------------------------
Knoll Inc. filed a Registration Statement with the U.S. Securities
and Exchange Commission to allow the resale of 15,000,000 shares
of the Company's common stock by Warburg, Pincus Ventures, L.P.

The shares offered amounts to $256.2 million.

Warburg, Pincus Ventures is currently the Company's largest
stockholder.  Jeffrey A. Harris, Sidney Lapidus, Kewsong Lee and
Kevin Kruse, each members of the Company's board of directors, are
affiliated with Warburg, Pincus Ventures, L.P. and its general
partner, Warburg Pincus & Co.

Warburg, Pincus Ventures owns 57.1% equity stake in the Company,
comprising of 29,867,952 common shares.  If the 15 million shares
offered will be sold, Warburg, Pincus will be left with a 28.4%
equity stake in the Company, comprising of 14,867,952 common
shares.

                         Dividend Policy

The Company did not declare or pay any cash dividends during the
year ended December 31, 2003.  It declared and paid cash dividends
of $1.525 per share and $0.25 per share during the years ended
December 31, 2004, and 2005.  The Company's board of directors
currently intends to declare and pay quarterly dividends of $0.10
per common share.  The declaration and payment of dividends is
subject to the discretion of the board and depends on various
factors, including net income, financial condition, cash
requirements and future prospects and other factors deemed
relevant by the board.

The Company's credit facility imposes restrictions on its ability
to pay dividends, and thus its ability to pay dividends on its
common stock will depend upon, among other things, its level of
indebtedness at the time of the proposed dividend and whether the
Company is in default under any of its debt obligations.  The
Company's future dividend policy will also depend on the
requirements of any future financing agreements to which the
Company may be a party and other factors considered relevant by
its board.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "KNL."

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?421

Headquartered in East Greenville, Pennsylvania, Knoll Inc.,
designs and manufactures branded office furniture products and
textiles, serves clients worldwide.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its '3' recovery rating to Knoll Inc.'s proposed $450 million
senior secured credit facilities, indicating that lenders can
expect meaningful recovery of principal (50% to 80%) in the event
of payment default.  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

In addition, Moody's Investors Service assigned a Ba3 rating to
the Company's $450 million senior secured credit facility, which
is comprised of a revolver and a term loan.  At the same time,
Moody's affirmed Knoll's corporate family rating at Ba3.  Moody's
said the ratings outlook is stable.  Moody's will withdraw its
ratings on Knoll's $425 million senior secured term loan and $75
million revolver upon the closing of the new secured credit
facility.


LAIDLAW GLOBAL: Names Roger Bendelac as Single Board Member
-----------------------------------------------------------
Single member board Roger Bendelac has been named by the outgoing
Board of Directors in order to nominate a new board for the
purpose of making the Laidlaw Global Corporation (Pink
Sheets:LWGB) in compliance with SEC reporting obligations.

While the company's viability as an on-going entity has yet to be
resolved, it is in the process of reorganizing to remain an on-
going legal entity and become a business concerned in non-
financial or regulated activity.

This development should not be viewed as an indication that the
company has resolved its financial difficulties or its ability to
be an on-going concern as a corporate entity, which remains in
question.  Mr. Bendelac was the former CEO of the corporation
prior to December 2004 and consultant to the corporation from
December 2004 to January 3, 2006.  It is Mr. Bendelac's intention
as the sole officer and director to name in a new board that will
have the task to make the corporation compliant with its
obligations as an SEC registrant and call a shareholder meeting
shortly after in order to present its plan for the maintenance of
the company.

Laidlaw Global Corporation is a holding company whose business
activities include or included securities brokerage, investment
banking, asset management and investment advisory services to
individual investors, corporations, pension plans and institutions
worldwide, as well as investment property development and
management.

For the quarter ended Sept. 30, 2003, Laidlaw Global Corporation
reported assets totaling $23,796 and liabilities totaling
$3,239,760, resulting in a stockholders' deficit of $3,215,964.


LOST INDIAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Lost Indian Inc.
        7801 Melrose Avenue, Suite 6
        Los Angeles, California 90046

Bankruptcy Case No.: 06-10038

Chapter 11 Petition Date: January 5, 2006

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Melvin Teitelbaum, Esq.
                  5850 Third Street, Suite 338
                  Los Angeles, California 90036
                  Tel: (323) 933-8100

Total Assets:   $175,001

Total Debts:  $2,725,000

The Debtor has no unsecured creditors who are not insiders.


MARLENE CORDES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marlene M. Cordes
        fdba Dance Easy
        3255 County F
        Barneveld, Wisconsin 53507

Bankruptcy Case No.: 06-10002

Chapter 11 Petition Date: January 3, 2006

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: J. David Krekeler, Esq.
                  Krekeler, S.C.
                  15 North Pinckney Street
                  P.O. Box 828
                  Madison, Wisconsin 53701-0828
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                    Nature of Claim        Claim Amount
   ------                    ---------------        ------------
Bernice & Delbert Ottwell    Debt of Michael          $1,038,600
370 County Road 450          Konkel; Delbert Otwell
De Leon, TX 76444            et al vs. Michael
                             James Konkel; Dane
                             County Case Number
                             2000-FJ-000031;
                             entered 6/29/00 &
                             docketed

Katherine Cordes             Personal loans             $238,000
5945 South Hill Drive
Madison, WI 53705

Morton Buildings, Inc.       Trade debt of Black        $215,120
252 West Adams               Forest Farm, LLC
Morton, IL 61550             Dane Co. Case No.
                             01-CL-126, Construction
                             Lien 8/24/01, Possible
                             claim arising from
                             Countrywide Home Loans
                             
Gary Fish                    Dane Co. Case No.          $200,000
                             01-CL-161, Construction
                             lien 10/30/01; Third
                             party defendant in Dane
                             County Case No.
                             02-CV-0065 (Sovereign
                             Bank vs. Marlene Cordes)

Telmark, LLC                 One (1) Morton              $38,092
                             Buildings, Inc.
                             Commercial Building,
                             72' x 10' x 60';
                             Mortgage 1/30/01
                             UCC Filing Statement
                             1/31/01, Mortgage
                             1/22/02

Cumis Insurance Society      Cumis Insurance Soiety      $35,000
Inc.                         Inc. vs. Marlene
                             M. Cordes; Iowa County
                             Case No.
                             2005-CV-000089; Motion
                             for summary judgment &
                             plaintiff's supporting
                             bri [sic]

Brown Heating & Air          Services                    $10,595
Conditioning

Black Forest Investment      Unsecured loan               $8,762
Property, LLC

Stroud, Willink & Howard,    Representation in real       $7,451
LLC                          estate & financial
                             Matters

Badgerland Fencing           Services                     $5,500

M&I Bank                     Credit card purchases        $3,411

Capital One, F.S.B.          Credit card purchases        $3,370

Fink's Paving & Excavating,  Black top services           $3,072
Inc.

MBNA America                 Credit card purchases        $2,880

Braun Corporation            Debt of Michael Konkel       $2,707

Plumbing & Glass Service,    Products & services          $1,679
Inc.

Premier Cooperative          Purchases                    $1,229

Action Funding, LLC          Mortgage 10/03/00           Unknown

Andreen Bruce                Mortgage securing lease     Unknown
                             with option to purchase
                             2/14/02

Parnell & Crum, P.A.         Legal representation        Unknown


MASSACHUSETTS PORT: Missed Payment Cues S&P to Cut Rating to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Massachusetts Port Authority's special facility revenue bonds
series 2001A-C (Delta Air Lines Inc. project) three notches to
'D' from 'CCC-' based on confirmation from Massport that Delta
Airlines (D/--/--) paid just $5.3 million of the roughly
$9 million facilities rent due on Jan. 1.  Ambac (AAA/Stable/--),
which fully insures the estimated $498 million of 2001A-C bonds,
provided the remaining amount due on Jan. 1 under the terms of its
financial guarantee with Massport.

The debt service reserve account, with a current cash balance of
$45 million, was not tapped to make payment; bankruptcy court
judge approval is required before monies can be released.  Delta
is current on other post-petition payments due to Massport for
landing fees, allocable portions, operations, maintenance, and
indirect capital expenses.

The rating was also removed from CreditWatch with negative
implications, where it had been placed July 28.

Delta Airlines is the only tenant of Massport's new 25-gate
Terminal A facility at Logan Airport, and the airline's lease
payments are the sole security for the bonds.  After filing for
Chapter 11 bankruptcy protection on Sept. 15, Delta filed a motion
and subsequently received approval to make interest payments due
through December; Delta made it clear, however, that it intended
to reserve the right to dispute the proper characterization of
facilities rent under the lease agreement.

"Following a similar legal strategy used by United Airlines at
other U.S. airports, Delta is arguing that the facilities rent
payments constitute pre-petition financing obligations that it
cannot pay without court approval and should be resolved as claims
in the Chapter 11 process," said Standard & Poor's credit analyst
Kurt Forsgren.

Delta is seeking to renegotiate the lease using the argument that
the lease payments are not "true lease" obligations that must be
paid as scheduled for it to retain possession of Terminal A.

Standard & Poor's previously lowered its rating on the bonds to
'CCC-' from 'B' on Oct. 4, and to 'B' from 'BBB-' on Aug. 18.


MIRANT CORP: Five Debtor-Affiliates Want Access to $50MM DIP Funds
------------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed Mirant Corporation and its
debtor-affiliates' Plan of Reorganization with respect to all of
the Debtors except for Mirant NY-Gen, LLC, Mirant Bowline, LLC,
Mirant Lovett, LLC, Mirant New York, Inc., and Hudson Valley Gas
Corporation.

Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Fort Worth,
Texas, notes that, historically, these excluded Debtors -- Mirant
Bowline, Mirant Lovett, Mirant New York and Hudson Valley --
received credit and capital support from their affiliated
entities.

The Excluded Debtors did not and do not currently have separate
access to third-party capital and financing.  Accordingly, as
debtors-in-possession, the Excluded Debtors will require cash and
liquidity support for their ongoing operations.

The Excluded Debtors seek the Court's permission to obtain secured
debtor-in-possession financing.

Mirant North America, LLC, and Mirant Americas Energy Marketing,
LP, will provide the debtor-in-possession financing pursuant to
an agreement with the Excluded Debtors.

                    Summary of the DIP Facility

    Borrowers:          Mirant Bowline, Mirant Lovett, Mirant New
                        York and Hudson Valley

                        The obligations of the Borrowers under the
                        DIP Facility Agreement will be joint and
                        several.

    Lenders:            Mirant North America, LLC, and Mirant
                        Americas Energy Marketing, LLC.

                        Mirant Energy Trading, LLC, will succeed
                        MAEM on January 31, 2006, when MAEM's
                        assets, rights and obligations are
                        transferred to MET.

    Facility:           A revolving loan not to exceed $50,000,000

    Commitment
    Termination Date:   The Commitment Termination Date will be
                        the earliest of:

                        (a) the stated maturity date of the DIP
                            Facility, which is 180 days, subject
                            to renewal or extension;

                        (b) the date of termination of the
                            Lenders' obligations to make Revolving
                            Loans and arrange for the issuance of
                            Letters of Credit or to permit
                            existing Revolving Loans to remain
                            outstanding due to the occurrence of
                            an Event of Default;

                        (c) the date of indefeasible prepayment in
                            full by the Borrowers of the Revolving
                            Loans and the termination or cash
                            collateralization of all Letters of
                            Credit or the provision of standby
                            letters of credit in respect thereof
                            and the permanent reduction of all
                            Commitments to zero dollars;

                        (d) the date on which any liens securing
                            any outstanding obligations or
                            payments to the Lenders are set aside
                            or avoided or the claims thereunder
                            are disallowed in any manner; and

                        (e) with respect to each of the Borrowers,
                            the effective date of a confirmed plan
                            of reorganization in each of the
                            Borrower's Chapter 11 case.

    Use of Proceeds:    The Borrowers will utilize the proceeds of
                        the Revolving Loans solely for working
                        capital and other general corporate
                        purposes.

    Interest:           The Borrowers will pay interest to the
                        Lenders in arrears in respect of the
                        unpaid principal amount of each Revolving
                        Loan on each applicable payment date at
                        the LIBOR Rate plus 2.25%.

    Default Rates:      In the event of default, the interest
                        rates to the Revolving Loans will be
                        increased by 2% per annum.

    Priority:           The Borrowers' obligations under the DIP
                        Facility will constitute a Superpriority
                        Claim.

    Security:           The Borrowers will grant the Lenders a
                        security interest in all their real and
                        personal property and other assets.

    Carve-Out           Includes:

                        * the allowed unpaid fees and expenses
                          payable under Sections 330 and 331 of
                          the Bankruptcy Code to professionals;
                          and

                        * payment of certain fees pursuant to
                          Section 1930 of the Judiciary Procedures
                          Code and to the clerk of the Bankruptcy
                          Court.

    Indemnification:    The Borrowers will indemnify and hold
                        harmless the Lenders for all claims
                        arising in connection with, among other
                        things:

                        * the Borrowers' Chapter 11 cases and the
                          extension, suspension, termination and
                          administration of the DIP Facility;

                        * certain costs, losses or expenses
                          arising in connection with LIBOR Loans;

                        * the issuance of a letter of credit or
                          the failure of a letter of credit issuer
                          to honor a demand for payment under a
                          letter of credit as a result of any act
                          or omission of any governmental
                          authority; and

                        * certain liabilities for taxes in
                          connection with the DIP Facility.

Mr. Prostok assures Judge Lynn that the terms and conditions of
the DIP Facility are fair and reasonable.  Accordingly, the
Excluded Debtors ask the Court to approve the DIP Facility
Agreement.

                          Tax Proceedings

Certain of the Debtors, including Mirant Bowline and Mirant
Lovett, are or were petitioners in 41 tax certiorari proceedings
initially brought in various New York state courts challenging
the assessed value of those generating plants determined by their
local taxing authorities.

As part of their Plan, the Debtors proposed a settlement with
certain New York Taxing Authorities that would resolve the
dispute regarding the property taxes associated with the Mirant
Bowline and Mirant Lovett facilities.  These New York Taxing
Authorities are:

    (1) the Town of Haverstraw;
    (2) the Assessor of the Town of Haverstraw;
    (3) the Board of Assessment of the Town of Haverstraw;
    (4) the Town of Stony Point;
    (5) the Haverstraw-Stony Point Central School District; and
    (6) the County of Rockland.

Mr. Prostok adds that Mirant Bowline and Mirant Lovett have now
established the framework for an agreement with the New York
Taxing Authorities.  However, the agreement is subject to various
internal Mirant Corp. approvals as well as governmental approvals
and approval by the New York Supreme Court.  The necessary
approvals for the settlement agreement were not obtained prior to
the hearing on confirmation of the Plan.

                 New York Taxing Authorities Object

The New York Taxing Authorities object to the Excluded Debtors'
request because they had insufficient time and information to
determine whether their rights may be affected or their interests
impaired by the DIP Facility and the DIP Motion.  According to
the New York Taxing Authorities, the Excluded Debtors have not
provided them with a copy of the DIP Facility Agreement or other
related documentation, as requested.

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.  
(Mirant Bankruptcy News, Issue No. 89 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Settles Montgomery's Claims for $4.93MM Plus Interest
------------------------------------------------------------------
Montgomery County in Maryland filed four proofs of claim against
two Mirant Corporation debtor-affiliate -- Mirant MD Ash
Management, LLC, and Mirant Mid-Atlantic, LLC -- asserting
unsecured priority claims on account of:

   -- unpaid prepetition property taxes for 2002 and 2003; and

   -- postpetition interest at the rate of 8% per annum for the
      portion of prepetition taxes payable at the county interest
      rate and an additional 12% per annum penalty rate of
      interest.  

As of September 30, 2005, Montgomery County alleges that it is
owed $6,235,918.

The Maryland Debtors dispute Montgomery County's entitlement to
interest.

To resolve their disputes over the appropriate interest rates
applicable to the Montgomery Claims, Mirant Corporation, Mirant
MD Ash, MIRMA and their debtor-affiliates ask the Court for
permission to enter into a Settlement Agreement with Montgomery
County, Maryland.

The pertinent terms of the Settlement Agreement are:

   a. The appropriate postpetition interest rate on account of
      unpaid 2002 and 2003 real and personal property taxes owed
      Montgomery County is 6% per annum;  

   b. The Maryland Debtors will pay Montgomery County $4,930,043,
      in full satisfaction of the Montgomery County Claims; and

   c. Montgomery County discharges the Debtors and any of their
      affiliates of any and all claims, actions or rights to
      payment based in whole or in part on the Montgomery County
      Claims and the related taxes.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, notes that the Settlement Agreement will save more than    
$1,305,800 in potential postpetition interest.
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.  
(Mirant Bankruptcy News, Issue No. 87 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Potomac River Station Reopens on DOE's Orders
----------------------------------------------------------
Secretary of Energy Samuel W. Bodman issued an order requiring
Mirant Corporation's Potomac River Generating Station in
Alexandria, Virginia to immediately resume limited operation.  The
order will help provide electric reliability for Washington,
D.C., and will do so at the lowest reasonable impact to the
environment.

"After weighing all of the information, I believe an emergency
situation exists, and that issuance of this order is in the public
interest.  This order will provide the level of electricity
reliability necessary to keep Washingtonians safe and our national
government running, while minimizing any environmental impact from
the power station," Secretary Bodman said.  "We will continue to
monitor the electricity infrastructure of the D.C. area and make
changes to the order if and when they are necessary."

The Mirant plant is one of only three sources of electricity that
serve the central business district of Washington, D.C., as well
as many federal institutions, the Georgetown area, other portions
of Northwest, D.C., and the District of Columbia Water and Sewer
Authority's Blue Plains Advanced Water Treatment Plant - the
largest wastewater treatment plant in the world.  The other
sources of electricity are two high voltage transmission lines
that deliver electricity from other generating sources.  If the
Mirant plant is not operational, an outage of the high voltage
transmission lines could cause a blackout in the central District
of Columbia area lasting hours or even days.

The Secretary's order specifically requires the plant to operate
in two limited circumstances: in the event of a necessary planned
outage of one of the two main transmission lines; and in the event
of an unplanned outage of one or both of the transmission lines.  
To be ready to respond to an unplanned outage, Mirant is required
to maintain operation of its plant at the maximum level of
feasible readiness, as determined by DOE after consultation with
the U.S. Environmental Protection Agency, without exceeding air
quality standards.

Secretary Bodman's order, issued pursuant to section 202(c) of the
Federal Power Act, is in response to a request for an emergency
order to restart the Mirant plant that was filed by the District
of Columbia Public Service Commission on August 24, 2005.  That
request from the DCPSC came after a series of events that led to
Mirant closing its plant in Alexandria, VA.

The Secretary's order will expire on September 30, 2006, or at
such other time as the Secretary may direct.

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.  
(Mirant Bankruptcy News, Issue No. 89 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MONTPELIER RE: Moody's Assigns (P)Ba2 Rating to Pref. Securities
----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings (senior
debt at (P)Baa3) to Montpelier Re Holdings [NYSE: MRH] $1 billion
multi-issuer universal shelf registration.  The outlook for the
ratings is stable.

According to Moody's, MRH's ratings reflect:

   * its expertise and focus in writing property and specialty
     property excess of loss businesses;

   * its high quality and liquid investment portfolio; and

   * its efficient operations.

These strengths are tempered:

   * by the inherent volatility of property catastrophe and
     property risk excess of loss reinsurance business as     
     demonstrated by the substantial losses from the third quarter
     hurricanes, which represented 66% of shareholders' equity as
     of June 30, 2005 and over two years worth of net income; and

   * by the company's operating history relative to a prolonged
     soft market.

The stable outlook reflects Moody's view that the company will re-
evaluate its risk tolerance and reduce its underwriting exposures
commensurate with its capital levels.  

In addition, Moody's expects that the company's financial leverage
will remain below 25%, annual catastrophe losses will not cause a
decline in shareholders' equity in excess of 15%, and casualty
lines will represent no more than 10% of its overall book of
business.  In addition, Moody's expects that the company will take
appropriate capital management actions should estimated losses
from the hurricanes be revised upward or losses from additional
storms be incurred.

On November 10, 2005, Moody's downgraded the senior debt rating of
MRH to Baa3 from Baa2 and downgraded the insurance financial
strength rating of MRH's leading insurance operating subsidiary,
Montpelier Reinsurance Ltd., to Baa1 from A3.

Moody's assigned provisional debt ratings to securities that may
be issued under MRH's shelf registration as:

  Montpelier Re Holdings Ltd.:

     * senior unsecured shelf at (P) Baa3,
     * subordinated shelf at (P)Ba1, and
     * preferred shelf (P)Ba2;

  MRH Capital Trust I:

     * capital securities at (P)Ba1;

  MRH Capital Trust II:

     * capital securities at (P)Ba1.

Montpelier Re Holdings Ltd. (NYSE: MRH) is a Bermuda-based,
publicly-traded holding company, that provides global specialty
reinsurance products through its Bermuda-domiciled, wholly-owned
reinsurance operating subsidiary, Montpelier Reinsurance Ltd.  For
the quarter ended September 30, 2005, MRH reported gross written
premiums of $290 million and net loss of $875 million.  As of
September 30, 2005, shareholders' equity was $1.13 billion.


MORTON'S RESTAURANT: Launches Offer for 7.5% Senior Secured Notes
-----------------------------------------------------------------
Morton's Restaurant Group, Inc. reported that on Jan. 3, 2006 it
commenced a cash tender offer to purchase up to $68,250,000
aggregate principal amount at maturity of its outstanding 7.5%
Senior Secured Notes due 2010.  If the aggregate principal amount
at maturity of notes validly tendered and not validly withdrawn
pursuant to the tender offer is greater than the maximum tender
amount of $68,250,000, the company will accept for payment and
purchase tendered notes up to the maximum tender amount on a pro
rata basis as described in more detail in the offer to purchase
and consent solicitation statement.  In connection with the tender
offer, the company is soliciting consents to, among other things,
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture governing the
notes.  The tender offer and the consent solicitation are being
made upon the terms and subject to the conditions set forth in the
offer to purchase and consent solicitation statement and the
related letter of transmittal, each dated Jan. 3, 2006.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Feb. 1, 2006, unless extended.  The total
consideration for each $1,000 aggregate principal amount at
maturity of notes accepted for payment, and for the related
consents, will be the price equal to:

    (i) the sum of:

         (A) the present value on the expected payment date of
             $971.06 and

         (B) the present value on the expected payment date of the
             interest that would accrue from January 1, 2006,
             which is the last interest payment date, to July 1,
             2007, less

   (ii) accrued interest from January 1, 2006 up to, but not
        including, the expected payment date.

The present value will be determined using the yield to maturity
of the 3.625% U.S. Treasury Note due June 30, 2007, plus a fixed
spread of 27 basis points.  The total consideration for notes
tendered, and for the related consents, if such notes are tendered
on or prior to the consent payment deadline of 5:00 p.m., New York
City time, on Jan. 18, 2006, unless such date is extended, and
such notes are accepted for payment by the company, includes a
consent payment of $15.00 per $1,000 aggregate principal amount at
maturity of notes.

Holders who tender notes after the consent payment deadline will
not receive the consent payment.  Holders who tender notes that
are accepted for payment and purchased by the Company also will be
paid accrued and unpaid interest up to, but not including, the
expected payment date.  Tendered notes may not be withdrawn and
consents may not be revoked after the withdrawal deadline, which
will be the earlier of:

    (i) the consent payment deadline and

   (ii) 5:00 p.m., New York City time, on the next business day
         following the date on which the Company issues a press
         release announcing that it has obtained consents from
         holders of at least a majority in aggregate principal
         amount at maturity of the notes.

The dealer manager and solicitation agent will determine the
actual pricing, based on the foregoing, as of 10:00 a.m., New York
City time, on Jan. 18, 2006, although this price determination
date may be extended by the company.  The company will publicly
announce the pricing information by issuing a press release prior
to 5:00 p.m., New York City time, on the price determination date.

If notes representing more than $68,250,000 aggregate principal
amount at maturity are validly tendered and not validly withdrawn,
the company will accept for payment and purchase only the maximum
tender amount and will pay tendering holders thereof either the
total consideration, or the total consideration less the consent
payment, as appropriate, on a pro rata basis based on the
proration factor.  As a result, holders who validly tender and do
not validly withdraw notes pursuant to the tender offer may have a
portion of their notes accepted for payment pursuant to the tender
offer and a portion returned to them.  The proration factor will
determine the percentage principal amount at maturity of notes
accepted for payment pursuant to the tender offer and will depend
on the level of participation in the tender offer.

Holders may not tender notes without delivering consents and may
not deliver consents without tendering notes.  The obligation of
the Company to accept for payment and purchase the notes in the
tender offer, and pay for the related consents, is conditioned on,
among other things, the consummation of the company's proposed
initial public offering, the closing of the company's proposed new
senior revolving credit facility and the receipt of consents to
the proposed amendments from the holders of at least a majority of
the aggregate principal amount at maturity of outstanding notes,
each as described in more detail in the offer to purchase and
consent solicitation statement.

The maximum tender amount constitutes 65% of the aggregate
principal amount at maturity of the Notes.  If the tender offer
closes and the proposed amendments to the indenture become
operative, the company intends to redeem any and all notes that
are not tendered and accepted for payment (including as a result
of proration) (up to 35% of the aggregate principal amount at
maturity of the notes).  However, the company does not intend to
redeem or arrange to redeem any notes until after the expiration
of the tender offer and the Company is under no obligation to
redeem any notes.

The Company has retained Jefferies & Company, Inc. to serve as the
dealer manager and solicitation agent for the tender offer and the
consent solicitation.  Questions regarding the tender offer and
the consent solicitation may be directed to Jefferies & Company,
Inc. at (973) 912-2888. Requests for documents in connection with
the tender offer and the consent solicitation may be directed to
CapitalBridge, the information agent for the tender offer and the
consent solicitation, at (201) 499-3500 or (877) 746-3583 (toll-
free).

Morton's Restaurant Group is the leader in the fine dining segment
of the restaurant industry.  The company is also the largest
company-owned steakhouse group in the United States.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Hyde Park, New York-based
Morton's Restaurant Group Inc. on CreditWatch with positive
implications.  The rating action follows the company's
announcement that it plans a $150 million initial public offering.

"Given that the company's outstanding debt is currently        
$141 million," said Standard & Poor's credit analyst Robert
Lichtenstein, "leverage could significantly improve with the
successful completion of the offering."

Standard & Poor's will monitor the company's plans with respect to
the use of proceeds from offering.


NOBEX CORP: Wants $1.2 Million Biocon DIP Loan Approved
-------------------------------------------------------
Nobex Corporation asks the U.S. Bankruptcy Court for the District
of Delaware for authority to secure postpetition financing from
Biocon Limited.

The Debtor tells the Court that it has entered into a Purchase and
Sale Agreement dated Dec. 1, 2005, with Biocon Limited for the
sale of all or substantially all of its assets.  

The Debtor wants to obtain up to $1.2 million in debtor-in-
possession financing from Biocon, plus any Maintained Patent
Advances of up to $200,000, of which $350,000 shall be available
from the closing date of the sale to the entry of a final order by
the Court.  The DIP Loan is intended to maintain the Debtor's
operations in the short term and to consummate the sale of its
assets for the highest possible price.

The principal terms and conditions of the DIP Loan Agreement are:

    Commitment Amount   $1,200,000

    Borrower            Nobex Corporation

    Lender              Biocon Limited

    Term                The earlier to occur of: (i) three
                        business days following the entry of a
                        Court order approving the Sale; (ii)
                        effective date of a confirmed plan of
                        reorganization or liquidation; (iii)
                        Mar. 10, 2006 or other date as agreed in
                        writing by Biocon and the Debtor; (iv)
                        conversion of the case to a chapter 7
                        liquidation; or (v) dismissal of the
                        case.

    Interest Rate       11% per annum.

    Default Rate        Interest rate increased to 16% per annum.

To secure the DIP Loan, the Debtor grants Biocon a continuing
first priority security interest in and liens on all currently
existing and acquired collateral.

In connection with the DIP financing agreement, the Debtor also
asks the Court to grant superpriority treatment to Biocon's claims
resulting from the DIP loan.

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 to Limit Creditor's Access to Confidential Info
-----------------------------------------------------------------
Nobex Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to prohibit the Official Committee of Unsecured
Creditors appointed in its chapter 11 case, from providing access
to the creditors it represents, its confidential, privileged or
non-public proprietary information.

The Debtor reminds the Court that it is a private, development
stage biopharmaceuticals company that seeks to exploit for
commercial purposes its proprietary know-how in medicinal
chemistry to enable oral delivery of therapeutic peptides.  The
Debtor tells the Court that its business model involves earning
income by two principal means:

    (1) licensing the commercial rights to the product candidates
        arising from its proprietary development pipeline to
        capable partners equipped with large scale development,
        marketing and financial power; and

    (2) selectively licensing the rights to reduce to practice its
        core technology to companies with whom the Debtor would
        collaborate as a development partner.

The Debtor states that it is in a very competitive and highly
specialized industry and dissemination of its confidential
information could be disastrous for the Debtor and its creditors.  
The Debtor discloses that many of its competitors are also its
creditors and divulging confidential information could jeopardize
its most valuable asset -- its intellectual property.

Additionally, the Debtor relates, public disclosure of other
confidential information such as compensation levels or other
employee information would create morale and similar problems.

The Debtor says that although the newly enacted Section 1102(b)(3)
of the Bankruptcy Code states that a creditors committee should
provide information for creditors, it does not indicate:

    * how a committee should provide access to that information
      and

    * what extent of the information must be provided.

The Debtor assures the Court that it will still provide
information pursuant to Section 1103(b)(3)(A) of the Bankruptcy
Code like pleadings, schedules and monthly operating reports.

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.


NORTHWEST AIRLINES: Court Approves Airbus DIP Financing Facility
----------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York for authority to enter into a DIP financing pact with
Airbus S.A.S., AVSA, S.A.R.L., Airbus North America Customer
Services, Inc., Airbus Leasing IV, Inc., Airbus Financial Services
and Airbus Finance Company, Ltd.

The negotiations have resulted in the parties entering into a
term sheet, dated December 7, 2005, which provides for Northwest
Airlines' assumption of the aircraft agreements and leases, as
modified, and entry into new financing agreements.

Judge Allan Gropper authorizes Northwest Airlines, Inc., to obtain
postpetition financing from, grant security interests and liens
with respect to the loan to, and make all scheduled payments debt
service payments to the Airbus Entities.

The Amended Sublease and Purchase Agreements are assumed.

Northwest Airlines also obtained permission to file the Term
Sheet and related Agreements under seal.

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


NORTHWEST AIRLINES: Court Okays UTF Funding to Buy Aircrafts
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Northwest Airlines, Inc., to enter into a term sheet
with UT Finance Corporation, UT-N676NW(II), Inc., and United
Technologies Corporation, acting through its Pratt & Whitney
division, to restructure its existing aircraft financings with the
UT Entities with respect to seven aircraft currently owned by or
leased to Northwest Airlines.

Northwest Airlines is authorized to obtain secured financing from
UT Finance for the acquisition of four Airbus A330 wide-body jet
aircraft scheduled for delivery in 2006 and 2007.

The Term Sheet and related documents are filed under seal.

UT Finance is granted:

   (a) an administrative expense claim with respect to any New
       Aircraft Financing Obligations pari passu with any and all
       administrative expenses of the kinds specified in or
       pursuant to Section 503(b) of the Bankruptcy Code;

   (b) valid and perfected first priority liens and security
       interests in each New Aircraft to secure the New
       Aircraft Financing Obligations as to the New Aircraft and
       valid and perfected and junior liens and security
       interests in each New Aircraft, subject only to the first    
       priority liens and security interests, to secure, inter
       alia, New Aircraft Financing Obligations as to other New
       Aircraft and certain of the Aircraft Obligations; and

   (c) with the consent of the UT Entities, valid and perfected
       liens and security interests junior to the existing liens
       and security interests, in Northwest Airlines' interests
       in the aircraft, engines and related property serving as
       collateral for the Aircraft Obligations -- other than
       Aircraft N676NW -- to further secure, inter alia,
       certain of the Aircraft Obligations and the New Aircraft
       Financing Obligations.

The Court, however, rules that no security interest with respect
to:

   (i) Airbus aircraft A330-223 bearing Registration No. N854NW
       will be granted without the express written consent of the
       Majority in Interest of Lenders under an Intercreditor
       Agreement, dated as of March 31, 2005, among the Initial
       Senior Lender under the N854NW Agreement, UT Finance, as
       Initial Junior Lender, and the Paying Agent; and

  (ii) Airbus aircraft A330-323 bearing Registration No. N804NW
       will be granted without the express written consent of the
       Majority in Interest of Lenders under an Amended and
       Restate Paying Agent and Intercreditor Agreement, dated as
       of November 29, 2004, among the Senior Lenders under the
       N804NW Agreement, UT Finance, as Senior Lender and
       Subordinated Lender, and U.S. Bank National Association,
       as Paying Agent.

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


NORTHWEST AIRLINES: Gets Open-Ended Lease Decision Deadline
-----------------------------------------------------------
The Honorable Allan Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extends the time within which
Northwest Airlines Corp. and its debtor-affiliates may assume or
reject Unexpired Leases to and including May 13, 2006, with
respect to:

   (a) John Wayne Airport;  
   (b) Sarasota-Manatee Airport;  
   (c) Albany International Airport;  
   (d) Capital Region Airport Authority (Lansing, MI);  
   (e) Norfolk Airport Authority;  
   (f) Port of Portland;
   (g) Lee County Airport Authority; and
   (h) City of Phoenix

With respect to Alaska CargoPort LLC, the Debtors' Lease Decision
Deadline is extended to and including the earlier of:

   (a) May 13, 2006; and
  
   (b) the date of a confirmed plan of reorganization for the
       Debtors.

The extension is without prejudice to the rights of CargoPort and
the eight Airport Operators to seek reduction of the time upon
prior notice to the Debtors, the Official Committee of Unsecured
Creditors, and the United States Trustee.

The extension is without prejudice to the rights of the Debtors
to request further extensions.

Judge Gropper clarifies that the Order will not be deemed an
approval of the assumption or rejection of any executory contract
or unexpired lease.

The Court adjourned until January 10, 2006, the hearing on the
Debtors' request and the objections by:

   (a) The Metropolitan Airports Commission;

   (b) The City and County of San Francisco, California;

   (c) The Denver International Airport;

   (d) Detroit Metropolitan Wayne County Airport;

   (e) Metropolitan Washington Airports Authority;

   (f) Lehigh Valley-Northampton Airport Authority;

   (g) Clark County (Las Vegas) Nevada;

   (h) City of Baton Rouge;

   (i) Tucson International Airport;

   (j) Austin-Bergstrom International Airport;

   (k) Moline Metropolitan Airport Authority of Rock Island
       County, Illinois; and

   (l) Columbus Regional Airport Authority

The time within which the Debtors may assume or reject the
Adjourned Parties' Unexpired Leases is further extended to and
including the Hearing, provided however, that:

   (a) the Adjourned Parties may request a hearing in advance of
       the January 10, 2006 hearing date for cause shown; and

   (b) the Debtors and the Adjourned Parties may enter into
       agreements resolving the objections in advance of the
       January 10, 2006 hearing date.

The objection of the Burlington Airport Commission is withdrawn.

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


NOVA COMMS: Registers 29.82MM Shares for Resale & 10MM for Sale
---------------------------------------------------------------
Nova Communications Ltd. filed a Registration Statement with the
U.S. Securities and Exchange Commission to allow the resale of up
to 39,815,789 shares of the Company's common stock, including:

   -- 26,315,790 common shares underlying 8% secured convertible
      callable notes in the aggregate amount of $2.5 million; and

   -- 3,500,000 common shares issuable upon exercise of common
      stock purchase warrants.

The selling shareholders are:

   Selling Shareholders                     Shares Offered
   --------------------                     --------------
   AJW Partners, LLC                             3,279,737
   AJW Offshore, Ltd.                           16,100,526
   AJW Qualified Partners, LLC                   9,839,210
   New Millenium Capital Partners II, LLC          596,316

Included in the Registration Statement are 10,000,000 common
shares to be sold by the Company, aggregating $1.9 million.

The total offer amounts to $8,649,999.  

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "NVAC.OB".

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?420

Nova Communications, fka First Colonial Ventures, is looking for
companies that share a potential for growth and a need for
capital.  The company owns Aqua Xtremes, which makes a jet-powered
surfboard.  In May 2005 it acquired Nacio Systems, a provider of
outsourced information technology services for corporate
customers.

                         *     *     *

                      Going Concern Doubt

Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Nova's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005 and 2004.  The auditing firm points to the Company's
significant operating losses and working capital deficit.


O'SULLIVAN IND: Panel Seeks Clarification on Six Professionals
--------------------------------------------------------------
As reported in the Troubled Company Reporter on November 1, 2005,
the U.S. Bankruptcy Court for the Northern District of Georgia
gave O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates authority to continue to employ nine professionals they
utilize in the ordinary course of their business.

                  Committee Seeks Clarification

The Official Committee of Unsecured Creditors contends that the
disclosure statements filed by and on behalf of the Ordinary
Course Professionals are inadequate to support their employment.

James R. Sacca, Esq., at Greenberg Traurig, LLP, in Atlanta,
Georgia, asserts that the Court should not approve the employment
on a final basis unless the Debtors:

   -- explain why the Professionals' services are required;

   -- explain the basis for the monthly compensation limitation;
      and

   -- in certain cases, require the Professionals to supplement
      their disclosure statements to provide the information
      required.

The Committee seeks clarification on the employment of these
Professionals:

Professional   Employment Terms     Objections/Clarifications
------------   ----------------     -------------------------
BKD, LLP       Audit and prepare    Expenses of auditing the
               forms 5500 and 1041  Employee Welfare Fund & the
               for the Employee     Savings and Profit Sharing
               Welfare Fund and     Fund are the costs of those
               audit and prepare    funds, not the Debtors'
               Form 5500 and        estates.  Thus, the Debtors'
               review Form 11-K     estates should not be
               for the inclusion    burdened with the expense.
               of the audit report
               for the Savings and
               Profit Sharing Plan.

Crutchfield    Consulting services  The Debtors must explain
Consulting,    in connection with   why their estates must bear
also known     the winding up of    the cost of winding up their
as Gary        the Debtors'         Australian subsidiaries who
Crutchfield    Australian           are not named debtors in
               subsidiaries and     Debtors' bankruptcy case.
               productivity         The Debtors must also
               improvement          disclose Crutchfield's
               relating to the      estimated average monthly
               manufacturing        compensation.
               operation in South
               Boston, Virginia.

Haynes and     Provide legal        The Debtors must provide
Boone, LLP     services related     additional information
               to patent law.       on the monthly fees and
               A $25,000 monthly    adjust the fee cap.
               fee disclosed.

Ogletree,      Provide legal        In its affidavit, Ogletree
Deakins, Nash, services related     states that the Debtors
Smoak &        to human resources   owe it $1,726 for prepetition
Stewart, P.C.  and labor relations  services but the accompanying
               matters.             retention questionnaire
                                    states otherwise.  Hence,
                                    Ogletree must clarify whether
                                    it asserts a prepetition
                                    claim against the Debtors.

Norton,        Provide legal        Explain why any expense
Manxini,       defense services     is required to be incurred
Weiler &       on a product         to defend the litigation,
DeAno          liability            in light of the automatic
               action.              stay and the existence of
                                    insurance coverage.

Executive      Employed with        Explain why temporary
Search         Richard R.           informational officer is
Partners,      Lefebvre as          needed and describe what
L.L.C.         temporary            type of services to be
               informational        performed.
               officer.

The Committee also seeks clarification of the National Bureau of
Property Administration's retention.  The Debtors retained NBPA as
of November 28, 2005, to provide certain property tax assistance
services.  NBPA will be paid a percentage of the tax savings it
achieves on the Debtors' behalf, with respect to the property tax
assessment of the Debtors' facility located in South
Boston, Virginia.  The property taxes on the South Boston Property
are currently about $50,000 per year.  Under this arrangement,
NBPA will be paid, on a contingency basis, 25% of the tax savings
achieved, Mr. Sacca notes.

The Committee does not oppose the NBPA's retention, but it opposes
the fee arrangement.  Mr. Sacca observes that if NBPA's work
involves travel, the contingency fee increases to 50% of the tax
savings achieved.  "This is a dramatic increase that bears no
relationship to the trigger for the increase - the necessity of
travel."

The Committee questions why the contingency fee arrangement should
jump from 25% to 50% if NBPA does any travel-related work.

                        Debtors Respond

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, confirms that these objections have
been resolved pursuant to certain discussions between the Debtors
and the Committee:

   Professional               Resolution
   ------------               ----------
   Executive Search           The Committee plans to withdraw its
                              objection.

   Norton, Mancini,           Norton Mancini had been paid, and
   Weiler & DeAno             will continue to be paid, by the
                              Debtors' insurance company and not
                              by the Debtors.  Hence, the Debtors
                              withdraw their application.

   BKD, LLP                   The Debtors do not anticipate
                              requiring the services of BKD, LLP,
                              until May 2006.  Hence, the Debtors
                              withdraw their application, without
                              prejudice to their right to reapply
                              should the need arise.

Mr. Cifelli avers that the objections to these Professionals
should be overruled:

   Professional               Response/Action
   ------------               ---------------
   Crutchfield Consulting     The Debtors believe that only
                              $1,000 of the fees to be paid to
                              Crutchfield apply to services
                              performed for the Australian
                              subsidiaries.  To the extent any
                              of the fees are incurred, the
                              Debtors will charge them to the
                              Australian subsidiaries.
                              Crutchfield agreed to an $80 per
                              hour compensation rate for a
                              maximum of 40 hours per week.  The
                              Debtors propose that Crutchfield's
                              fees be capped at $3,200 per week.

   Haynes and Boone, LLP      The Debtors propose that the
                              monthly fee limit for Haynes and
                              Boone be established at $13,000.

   Ogletree, Deakins, Nash,   The Debtors confirm that Ogletree
   Smoak & Steward, P.C.      holds a $1,726 prepetition claim
                              against the Estate.

   National Bureau of         The Debtors agreed that the NBPA
   Property Administration    would incur additional costs in the
                              event of travel and would be
                              required to expend additional
                              efforts.

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 IND: Wants Final Court Approval for FTI's Retention
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 15, 2005, the U.S. Bankruptcy Court for the Northern
District of Georgia gave O'Sullivan Industries Holdings, Inc., and
its debtor-affiliates authority to retain FTI Consulting, Inc., as
their restructuring advisor on an interim basis.

                     U.S. Trustee Responds

Felicia S. Turner, the United States Trustee for Region 21,
objects to the "gross negligence or willful misconduct" standard
set forth in the Retention Letter between the Debtors and FTI
Consulting, Inc.

To resolve the issue, the U.S. Trustee and the Debtors have agreed
to the entry of an order for FTI's retention, specifying that that
standard for indemnification and limitation of liability for FTI
will be changed from "gross negligence or willful misconduct" to
"negligence".

Leroy Culton, Esq., in Atlanta, Georgia, points out that the
Court inadvertently entered the Retention Order in its current
form rather than the Agreed Order.

Thus, the U.S. Trustee asks the Court to strike the December 5,
2005 Retention Order and enter the Agreed Order.

                    Debtors Seek Final Approval

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, maintains that FTI has provided, and
continues to provide, valuable and extensive services to the
Debtors.

In this regard, the Debtors ask the Court to enter a final order
on the Application pursuant to the Agreed Order.

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)


OWENS CORNING: Gets Court OK on $6.8M Sale of Fiberglass Equipment
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the asset purchase agreement inked between Owens Corning ang da
with Dietze & Schell Corp., a wholly owned domestic subsidiary of
Dietze & Schell Maschinenfabrik GmbH Co. KG, a company organized
under the laws of Germany

Under the Asset Purchase Agreement:

   (a) Owens Corning would sell to Dietze & Schell the assets it
       currently utilizes in its winding and chopping equipment
       production business -- Manufacturing Solutions -- free and
       clear of all liens, claims and encumbrances.  Excluded
       from the Assets are cash, marketable securities, accounts
       receivable, certain inventory, nearly all intellectual
       property relating to the Manufacturing Solutions, and any
       leased assets;

   (b) Owens Corning and Dietze & Schell would enter into supply
       and license agreements by which Dietze & Schell would
       fulfill Owens Corning's specialized equipment needs for a
       period of seven years;

   (c) A pre-closing is to occur on the later of Dec. 19, 2005, or
       within two business days after the Court approves the
       Debtors' sale motion.  The closing is to take place on
       Dec. 31, 2005;

   (d) The purchase price for the Assets is $6,800,000.  The
       first $1,500,000 of that purchase price is to be paid on
       the Pre-Closing Date and is to be held in escrow, pending
       the Closing Date.  The balance of the purchase price will
       be paid by the Deitze & Schell affiliate that will supply
       cutterheads to Owens Corning under a Supply Agreement,
       in four installments, without interest:

       -- $1,500,000 on December 31, 2006;
       -- $1,500,000 on December 31, 2007;
       -- $1,500,000 on December 31, 2008; and
       -- $800,000 on December 31, 2009;

   (e) Dietze & Schell is not to assume any liabilities or
       obligations of Owens Corning incurred or accrued by
       Manufacturing Solutions;

   (f) Owens Corning will give, on the Closing Date, six months'
       notice of termination of its real estate lease agreement
       for the premises utilized by Manufacturing Solutions.
       During that six-month period, Owens Corning is to sublease
       or license to Dietze & Schell the portion of the leased
       facility needed for Manufacturing Solutions.  The Asset
       Purchase Agreement provides for Dietze & Schell to make
       the monthly rental payments to Owens Corning for the
       portion at the rates set forth in the lease during all the
       periods as it is used by Dietze & Schell;

   (g) At closing, Owens Corning will terminate the employment of
       all 80 Manufacturing Solutions employees.  Dietze & Schell
       is to extend offers of employment to at least 30 of those
       employees at the same base pay and with comparable
       benefits as those provided by Owens Corning;

   (h) Owens Corning and its affiliates will not, for so long as
       the supply agreement is in effect with respect to the
       fiberglass products, solicit business from, or compete
       with Dietze & Schell for the business of any customer;

   (i) For a 12-month period after the Closing Date, Owens
       Corning is to provide Dietze & Schell and its affiliates
       with certain administrative services, including
       information systems, data processing and customer
       invoicing, in connection with the operation of
       Manufacturing Solutions at no cost to Dietze & Schell; and

   (j) Dietze & Schell's corporate parent, DSM, has executed the
       Asset Purchase Agreement to reflect DSM's guarantee of:

       -- the delivery of the initial $1,500,000 of the purchase
          price into escrow on or before the Pre-Closing Date;
          and

       -- the obligations of Dietze & Schell under the Supply
          Agreement regarding winders and choppers.

       The Asset Purchase Agreement also provides for DSM to
       deliver, on the Closing Date, a letter further confirming
       these obligations on a post-Closing basis.

                         Supply Agreement

As reported in the Troubled Company Reporter on Nov. 25, 2005, one
of the conditions to the effectiveness of the Asset Purchase
Agreement is the parties' execution of the Supply Agreement,
which provides that:

   1. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for new
      cutterheads and 100% of their requirements for refurbished
      cutterheads which are designated by Owens Corning and its
      affiliates for use in the United States.  The Supply
      Agreement includes "take or pay" provisions where Owens
      Corning and its affiliates are to either purchase a minimum
      quantity of cutterheads per year or it will make an
      additional payment to Dietze & Schell to compensate it for
      the shortfall;

   2. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for new
      choppers.  With respect to reconditioned choppers, Dietze &
      Schell is to supply Owens Corning and its affiliates with
      100% of their requirements in the United States;

   3. Dietze & Schell will supply Owens Corning and its
      affiliates with 100% of their requirements for winders.
      These requirements may be fulfilled with winders designed
      by Dietze & Schell or winders designed by Owens Corning.
      Owens Corning and its affiliates will provide Dietze &
      Schell with their specifications for winders;

   4. Until December 31, 2006, Owens Corning and its affiliates
      will purchase all of their requirements for certain parts
      and supplies associated with the manufacture of choppers
      and winders from Dietze & Schell;

   5. Except with respect to winders designed by Dietze & Schell,
      the Supply Agreement provides that Owens Corning and its
      relevant affiliates will provide Dietze & Schell with their
      proprietary designs, intellectual property and
      documentation as is necessary to enable Dietze & Schell to
      manufacture or refurbish all other Products to be supplied
      by Dietze & Schell in accordance with Owens Corning's or
      the affiliate's design specifications;

   6. The price to be charged to Owens Corning and its affiliates
      for cutterheads is to be determined on a cost-plus basis
      and will be adjusted as necessary to ensure a particular
      net margin for Dietze & Schell, on an annual basis;

   7. The Supply Agreement contains "meet or release" provisions
      by which Owens Corning and its affiliates may solicit
      competitive bids from other persons to manufacture
      Products.  The meet or release provisions do not apply to
      the manufacture or sale of cutterheads.  In addition, it
      does not apply to the sale of winders until after
      December 31, 2007;

   8. Owens Corning and Dietze & Schell will enter into a
      Technical Services Agreement at or prior to closing wherein
      Dietze & Schell will supply Owens Corning with certain
      engineering services related to Owens Corning designs at
      fixed hourly fees.  Owens Corning has agreed to use at
      least $550,000, in the aggregate, of services during the
      first year, with the cost in future years to be agreed upon
      by the parties;

   9. The Supply Agreement's term is seven years, unless
      terminated earlier or extended by agreement of the parties;
      and

  10. Owens Corning has the option, upon the occurrence of
      specified events, to purchase certain equipment under the
      Supply Agreement, free and clear of any liens, claims,
      security interests and encumbrances, at the equipment's
      fair market value.

                        License Agreement

In connection with the parties' overall agreement, the parties
have also negotiated a License Agreement, by which Owens Corning
is to license to Dietze & Schell certain know-how related to the
design, manufacture, use and sale of choppers and cutterheads,
which Dietze & Schell is to manufacture and supply to Owens
Corning and its affiliates under the Supply Agreement.

For the first three years after execution of the License
Agreement, Dietze & Schell's right to sell Choppers and
Cutterheads is to be limited to sales to Owens Corning and
qualified purchasers.  Dietze & Schell will not be permitted to
use any Owens Corning Marks or grant sublicenses of Owens Corning
Know-How.

Under the License Agreement, Dietze & Schell will pay certain
royalties to Owens Corning on a quarterly basis.  Generally,
Dietze & Schell will pay non-refundable royalty in an
amount equal to the product of:

     (i) Net Sales of Choppers and Cutterheads designed or
         manufactured in accordance with Owens Corning Know-How;
         and

    (ii) a specified "royalty rate."

For Choppers, the royalty rate is 3%.  For Cutterheads, the
royalty rate is 10%.

All Owens Corning Know-How will remain the property of Owens
Corning and its licensors.  Unless terminated sooner, the term of
the License Agreement is to continue in perpetuity.

If the Supply Agreement is terminated because of a breach by
Dietze & Schell, the License Agreement provides that it is to be
terminated, and all of Dietze & Schell's rights and privileges
are to terminate and revert to Owens Corning.  If, alternatively,
the Supply Agreement is terminated because of a breach by Owens
Corning or if the Supply Agreement terminates at the end of its
intended term, the License Agreement provides that the license
related to Cutterhead Know-How is to be terminated and the
license related to Chopper Know-How is to be modified so as to
become non-exclusive.  Dietze & Schell, in its discretion, may
terminate the License Agreement if the Supply Agreement
has been terminated in whole or in part with respect to the
supply of Choppers.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 122; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


OWENS CORNING: Inks Settlement with Allianz over Asbestos Coverage
------------------------------------------------------------------
Over the past 20 years, the liability insurers of Owens Corning
and its debtor-affiliates have paid more than $2,000,000,000
toward the settlement and defense of asbestos claims.  The Debtors
previously exhausted the available "products" limits of their
policies that had been issued by solvent insurers without
asbestos-related exclusions.  For several years, the Debtors have
been seeking confirmation from insurers that they will pay
asbestos claims that are not subject to the "products" limits of
their policies.  The non-products claims include those involving
alleged injury during the course of Owens Corning's installation
of asbestos-containing materials.

In 1991, the Debtors and Allianz entered into two settlement
agreements pursuant to which Allianz asserts that it paid in full
its products limits under excess liability policies available to
Owens Corning for payment of asbestos claims.  Allianz asserts
that as a result of those prior payments, all applicable limits
of those excess liability policies have been fully exhausted.

Owens Corning and Allianz disagree on whether, and the extent to
which, Allianz has further coverage obligations to the Debtors.  
The Debtors argue that Allianz continues to have coverage
obligations with respect to asbestos-related non-products claims
notwithstanding of the policies' products limits.  Allianz
insists that the alleged non-products claims are subject to the
products limits and therefore are subject to the 1991 Settlement.

On October 25, 2001, the Debtors commenced a lawsuit against
Allianz and other insurance companies seeking coverage for non-
products claims.  On October 19, 2005, the Debtors and Allianz
reached an agreement to settle their dispute concerning coverage
for non-products claims.  Both parties have finalized terms of
their settlement.

The principal terms of the Settlement Agreement are:

   (a) Allianz will pay an undisclosed amount into an escrow
       account;

   (b) The Debtors and Allianz will mutually release each other
       from all claims relating to the excess liability policies
       Allianz issued to Owens Corning in the 1991 Settlement;

   (c) Key terms of the Settlement Agreement are contingent upon
       the entry of a final order confirming a plan of
       reorganization that includes an injunction protecting,
       inter alia, Allianz;

   (d) Owens Corning will use its reasonable best efforts to
       obtain other injunctive protections for Allianz as part of
       the Debtors' Plan; and

   (e) In the event the Settlement Agreement becomes null and
       void, Allianz will not be obligated to make any further
       payments of the Settlement Amount and will be entitled to
       the prompt release and return of any payment previously
       made to the escrow account, and the parties will have
       restored all rights, defenses, obligations relating to the
       excess liability policies issued by Allianz to Owens
       Corning and the 1991 Settlement.

Anna P. Engh, Esq., at Covington & Burling, in Washington, D.C.,
tells the Court that the Agreement enables the Debtors to avoid
the expense, delay and risk associated with litigation
proceedings.  The Settlement Amount and timing of payment are
reasonable in light of the expenses, delays, and risks of ongoing
coverage litigation and will allow Owens Corning to continue to
pursue, with fewer distractions, other insurance carriers for
coverage of asbestos non-products claims.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement.

                    Request to File Under Seal

In accordance with the confidentiality provisions of the
Settlement Agreement, the Debtors also ask the Court for
authority to file the Agreement under seal.  The Debtors propose
to disclose certain information to the counsel for the U.S.
Trustee, the Creditors' Committee, the Asbestos Committee, and
the Futures Representative.

The Debtors assert that safeguarding the confidentiality advances
the interests of Owens Corning and Allianz considerably by
providing them with greater flexibility in future negotiations
and settlements with third parties.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 123; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


OWENS CORNING: Wants Until July 31 to Solicit Plan Acceptances
--------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the time
within which they retain the exclusive right to file a plan
of reorganization and solicit acceptances of that plan to
July 31, 2006, without prejudice to their right to seek further
extensions.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that recent decisions on two key issues --
the rejection of substantive consolidation proposal and
estimation of Owens Corning's current and future asbestos
liabilities at $7,000,000,000 -- have narrowed the outstanding
issues in the Debtors' Chapter 11 cases.  Accordingly, at the
September 26, 2005, omnibus hearing, the Court directed that an
amended disclosure statement and an amended plan be filed by the
end of 2005.
The Debtors have complied with this instruction by filing a Fifth
Amended Plan of Reorganization and Disclosure Statement.  The
Official Committee of Asbestos Claimants and the Futures
Representative are co-proponents of the Plan, and the steering
committee of the Bank Holders supports the Plan, demonstrating
the continued benefits of continued exclusivity in the cases.

Despite the Court's conditional approval of the Disclosure
Statement in December 2003, other events occurred which impacted
the timing of the Debtors' reorganization efforts, Mr. Pernick
tells the Court.  Because of these events, the Debtors continued
to negotiate with the creditor constituencies and, in accordance
with the Court's directive, circulated a proposed term sheet in
an effort to reach a consensual plan.  The Debtors have filed the
Plan and Disclosure Statement on time.

Under these circumstances, Mr. Pernick asserts that an extension
is not unreasonable given the notice and other procedural
requirements that must be satisfied to obtain approval of the
Disclosure Statement, and the necessity to solicit acceptances of
an amended Plan.

He points out the steps the Debtors have taken towards
confirmation:

   (1) The Debtors have negotiated a settlement in principle of
       two purported nationwide class actions on behalf of
       purchasers of its MiraVista roofing tile products.  The
       aggregate amount of these claims was $275,000,000;

   (2) The Debtors reached settlements with FM Insurance Co., AIG
       Companies, and Allianz resolving insurance coverage
       disputes related to asbestos nonproperty claims and filed
       motions for Court approval of the settlements;

   (3) The Debtors have obtained approval to implement a foreign  
       fund repatriation program for tax purposes, plan of
       reorganization and post-confirmation tax planning; and

   (4) The Debtors' management continues to operate the
       businesses successfully, thereby significantly improving
       during the pendency of the cases the distributable value
       to creditors.  During the last four years, the Debtors'
       income from operations has risen from $300,000,000 in 2002
       to $381,000,000 in 2003, to $452,000,000 in 2004 and is
       expected to be nearly $550,000,000 in 2005.  In addition,
       the Debtors' return on net assets has increased from 9.1%
       in 2002, to 12.9% in 2003, to 15% in 2004 and is expected
       to be nearly 20% in 2005.

Mr. Pernick says an extension of the Exclusive Periods will be
beneficial to the creditors and other parties-in-interest because
Debtors and the creditor constituencies will have more time to
focus on reaching a consensus on disputes during the process
leading to confirmation.

The Honorable Judith K. Fitzgerald will convene a hearing January
30, 2006, to consider the Debtors' request.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 123; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


PARMALAT USA: Allows Pineros to Pursue Tort Claim in Kings County
-----------------------------------------------------------------
On October 2, 2002, Anibal Pinero and Olga Pinero filed a
verified complaint against Parmalat U.S.A. Corp. in the Supreme
Court of the State of New York in Kings County.

The Complaint alleges that on January 23, 2002, Mr. Pinero
suffered personal injuries when he slipped and fell while
loading, stacking and securing milk and other dairy products in a
trailer owned by Derle Farms and operated by Parmalat USA

The Pineros were precluded from continued prosecution of the
Complaint following the Petition Date.

Subsequently, on March 30, 2005, the Pineros filed Claim Nos.
1008 and 1009 against Farmland Dairies LLC and Parmalat USA,
asserting unsecured non-priority personal injury claims for
$3,000,000.

On April 13, 2005, the Pineros were further enjoined from
continued prosecution of the Complaint pursuant to the Plan
Injunction.

At the time of the Accident, Farmland maintained a general
liability insurance policy with XL Insurance America, Inc., to
cover personal injury claims.

The Farmland Dairies LLC Unsecured Creditors' Trust and Parmalat
USA have separately objected to the Pinero Claims, asserting that
Farmland and Parmalat USA's books and records reflect no amount
due and owing in connection with the Pinero Claim.

To resolve the dispute, the parties agree that:

   (1) The Plan Injunction will be modified to permit the parties
       to prosecute and defend against the Litigation.  However,
       the Pineros will not be entitled to recover any of the
       property of the Debtors or their estates, Reorganized
       Farmland, or the Trust, and will instead have recourse
       solely against the available insurance proceeds.

   (2) The Pineros will not have an allowed claim against any
       of the Debtors and will have no right to share in any
       distribution from any of the Debtors' estates, Reorganized
       Farmland, or the Trust.

   (3) The Pinero Claims will be deemed satisfied and expunged,
       without the need for any further action on Parmalat
       USA's or the Trust's part.

   (4) The Plan Injunction provisions will remain in full force
       and effect, and neither Mr. Pinero nor any of his agents
       will execute any judgment from the Debtors, Reorganized
       Farmland, or the Trust.

   (5) Payment of any judgment awarded against the insurance
       company will be reduced by the lesser of the payment or
       $5,000, which is the amount of the Policy's deductible
       that the Debtors, Reorganized Farmland or the Trust
       might otherwise be liable for.
   
   (6) The Pineros release the Debtors, Reorganized Farmland, and
       the Trust from any claims.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Chapter 11 Filing Cues Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Pliant
Corporation, following the company's announcement that on
January 3, 2006 it filed for protection under Chapter 11 of the US
Bankruptcy Code.

These ratings were withdrawn:

    * $262 million 11 5/8% Senior Secured 1st Lien Notes due
      June 15, 2009 (PIK until 2009), Caa2

    * $7 million 11 1/8% Senior Secured Discount 1st Lien Notes
      due June 15, 2009 (PIK until 2007), Caa2

    * $250 million Senior Secured 2nd Lien Notes due
      September 1, 2009, Ca

    * $314 million 13% Senior Subordinated Notes due
      June 1, 2010, C

    * Corporate Family Rating, Caa2

Headquartered in Schaumburg, Illinois, Pliant Corporation is a
manufacturer of value-added films and flexible packaging for:

   * food,
   * personal care,
   * medical,
   * agricultural, and
   * industrial applications.

For the twelve months ended September 30, 2005, Pliant had revenue
of approximately $1.0 billion and EBITDA of approximately $85
million.


PRICE OIL: Mooty & Associates Approved as Corporate Counsel
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Alabama gave
Price Oil, Inc., and its debtor-affiliates permission to employ
Mooty & Associates P.C., as their special corporate counsel.

Mooty & Associates will:

   1) represent the Debtors in general corporate matters and
      prepare all necessary resolutions, minutes, contracts,
      reports , pleadings and other legal documents required by
      the Court;

   2) represent the Debtors in litigation and in ERISA, tax, labor
      and employment, real estate and environmental matters; and

   3) render all other legal services relating to corporate law in
      connection with the Debtors' chapter 11 cases.

H. Dean Mooty, Esq., a member of Mooty & Associates, is one of the
lead professionals from his Firm performing services to the
Debtors

Mr. Mooty reports Mooty & Associates' professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $180 - $225
      Associates           $125 - $150

Mooty & Associates 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 the Florida panhandle.  The Company 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 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


PROVEN DESIGNS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Proven Designs, Inc.
        1319 Research Forest
        Macedon, New York 14502

Bankruptcy Case No.: 06-20014

Type of Business: The Debtor designs and manufactures
                  preformed plastic pouch-making equipment
                  for the flexible packaging industry.  
                  See http://www.provendesigns.com/

Chapter 11 Petition Date: January 5, 2006

Court: Western District of New York (Rochester)

Debtor's Counsel: Gregory J. Mascitti
                  Nixon Peabody LLP
                  P.O. Box 31051
                  1300 Clinton Square
                  Rochester, New York 14604
                  Tel: (585) 263-1123

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GS Medical                       Customer Deposit      $387,590
865 Rangeview Road
Mississauga, Ontario
Canada L5E 1H1

PAC National                     Customer Deposit      $213,514
15435 NE 92nd Steet
Redmond, WA 98082

Bemis Perferseal                 Customer Deposit      $193,130
9800 Bustleton Avenue
Philadelphia, PA 19115

Master Packaging                 Customer Deposit      $134,460
8932 South Manhattan Avenue
Tampa, FL 33616

WCIDA                            Loan                  $108,218
16 William Street
Lyons, NY 14489

Parker Hannifin Corporation      Trade Debt             $78,849

Hudon-Sharp                      Trade Debt             $73,995

Global Fabrication, Inc.         Trade Debt             $53,912

PACTIV Advanced Packaging        Trade Debt             $46,000

B&R Industrial Automation        Trade Debt             $44,251

PMA Insurance Group              Worker Compensation    $32,955
                                 Insurance

New York State                   Unemployment           $29,216
Department of Labor              Insurance

United State Treasury            Penalties &            $24,168
                                 Interest

Assured Quality Tool & MO        Trade Debt             $23,321

Gananda CSD                      Property Tax           $21,025

BTS Pro Mark                     Trade Debt             $20,495

Hughes-Hitech                    Trade Debt             $19,912

RetroFlex, Inc.                  Trade Debt             $18,249

Apollo Tool & Die                Trade Debt             $17,035

Great Lakes Controls New York    Trade Debt             $15,687


RHODES INC: Court Sets Confirmation Hearing on Feb. 2
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, will convene a hearing at 10:00 a.m. on Feb. 2,
2006, to consider the merits of Rhodes, Inc., and its debtor-
affiliates' First Amended and Restated Joint Plan of Liquidation.

The Debtors' Disclosure Statement explaining their Plan was
approved at a hearing on Nov. 29, 2005.

As previously reported, the Debtors filed a Plan of Reorganization
on June 20, 2005, which provided for the distribution of
30,000,000 shares of New Common Stock to Unsecured Creditors in
exchange for $59.5 million of debt against the Rhodes entities.

Rhodes Inc. filed a second plan in October 2005 which calls for
the orderly liquidation of its two affiliates, Rhodes Holdings and
Rhodes Holdings II.  Under the Liquidation Plan, claims are
classified into eight separate groups.

Unsecured creditors will receive their pro rata distributions of
any liquidation proceeds that remains in the estates after paying
administrative, priority tax, DIP lenders, other secured claims,
priority claims and convenience claims.  The Disclosure Statement
does not attempt to quantify how much recovery will the unsecured
creditors get.

Equity Interest holders will receive no distribution.

Joel Dugan, the Debtors CEO, President and CFO, will serve as the
Liquidating Agent.  After the Effective Date, Mr. Dugan will take
all necessary and appropriate actions to direct and oversee the
orderly, expeditious and efficient liquidation and distribution of
the sale proceeds of the estates' assets to creditors.

On the Effective Date, Rhodes Inc. will operate as a separate
corporate entity.  Rhodes Holdings and Rhodes Holdings II will be
dissolved.

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

   http://www.researcharchives.com/bin/download?id=051024224835

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $50 million in total debts.


SECOND CHANCE: Chapter 7 Trustee Taps Lewis Schuknecht as Counsel
-----------------------------------------------------------------
James W. Boyd, the Chapter 7 Trustee appointed in SCBA
Liquidation, Inc., fka Second Chance Body Armor, Inc.'s chapter 7
proceedigns, asks the U.S. Bankruptcy Court for the Western
District of Michigan for permission to employ Lewis, Schuknecht &
Keilitz, P.C., as his general counsel.

The Firm will provide the Debtor with advice and representation,
which may include the investigation and pursuit of preferential
payments, fraudulent transfers, and issues pertaining to insiders.  
Mr. Boyd tells the Court that he will also be hiring a special
counsel for various specialized issues that have arisen in the
administration of the Debtor's case.

Ronald A. Schuknecht, Esq., and Kirsten L. Keilitz, Esq., will
lead the engagement.  

The Debtor will pay Mr. Schuknecht $200 an hour for his services,
and Ms. Keilitz $150 an hour plus $100 travel time for both
attorneys.

Mr. Boyd assures the Court that he will supervise his counsel to
ensure the estate is administered in the most cost effective
manner and to minimize any duplication which may occur by virtue
of multiple law firms being involved in this case.

To the best of the Trustee's knowledge, the Firm and its attorneys
do not hold any interest adverse to the Trustee or the Debtor's
estate.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft  
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SECOND CHANCE: Wants to Avoid Litigation with Jamaica
-----------------------------------------------------
Second Chance Body Armor, Inc., nka SCBA Liquidation, Inc., asks
the U.S. Bankruptcy Court for the Western District of Michigan to
approve a settlement agreement concerning the Jamaican
Government's orders for vests and helmets.

The Debtor and its non-debtor affiliate, Second Chance
International, Inc., received various orders for vests and helmets
from the Government of Jamaica.  The Government was required to
pay deposits in connection with its orders.  The Government
transferred $556,400 to Second Chance Int'l in compliance with
their agreement.  Out of the Government's total deposit, $389,000
remained with SCI for undelivered vests and helmets.  Both SCBA
and SCI were unable to fulfill under their agreement with Jamaica.

When Second Chance Armor Inc. bought SCBA's assets, the Debtor's
obligation to the Jamaican Government was assigned to it, but
without the deposit.

The Jamaican Government insists that its orders be delivered as
soon as possible.

To avoid a litigation with Jamaica, the Debtor agrees to transfer
$350,000 of funds to Second Chance Armor Inc.  In turn, Second
Chance Armor Inc. will deliver to Jamaica what it ordered from the
Debtor.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.  
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SHOPKO STORES: Closing of Offering Cues Fitch to Withdraw Ratings
-----------------------------------------------------------------
Fitch Ratings has withdrawn these ratings on ShopKo Stores Inc.:

    -- Senior unsecured notes 'B';
    -- Secured bank facility 'BB-'.

These ratings were on Rating Watch Negative.

This action follows the completion of the tender offer for the
9.25% senior unsecured notes due 2022, under which 94.3%, or
$94.3 million, of the notes were repurchased.  ShopKo completed
the tender offer following the acquisition of the company by an
affiliate of Sun Capital Partners, Inc.


SILVERADO FINANCIAL: Incurs $363,354 Net Loss in Third Quarter
--------------------------------------------------------------
Silverado Financial Inc. delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on December 22, 2005.  

The Company reported $363,354 net loss on $1,026,469 of net
revenues for the quarter ending September 30, 2005.  At
September 30, 2005, the Company's balance sheet shows $4,411,097
in total assets and $3,698,485 in total debts.  The Company has
incurred an accumulated deficit of $11,357,184 and has a deficit
of working capital of $1,701,205 as of September 30, 2005.

                       Going Concern Doubt

Sallmann, Yang & Alameda, independent auditors for Silverado
Financial Inc., raised substantial doubt about the Company's
ability to continue as a going concern based on its review of the
Company's financial statements for the quarterly periods ended
June 30, 2005 and 2004.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?424

Silverado Financial Inc. --  http://www.silveradofinancial.com/--   
provides first and second mortgage products to borrowers in
California through its subsidiary, Silverado Mortgage Corporation.  
The Company is a mortgage banking company focused on providing
non-prime borrowers, (individuals who generally do not satisfy the
credit, documentation or other underwriting standards set by more
traditional sources of mortgage credit), with access to capital
for the purchase and refinancing of one to four-family residential
properties.  The Company originates mortgage loans, which include
fixed and adjustable-rate loans, for purposes such as debt
consolidation, refinancing, education, home improvement and real
estate purchase.

As of September 30, 2005, the Company had three wholly owned
subsidiaries:

   * Financial Software, Inc.;
   * Silverado Mortgage Corporation; and
   * Core One Mortgage, Inc.


SKYWAY COMMUNICATIONS: Court Sets Jan. 20 as Claims Bar Date
------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida, Tampa Division set on Jan. 20, 2006, as the deadline for
all creditors owed money by Skyway Communications Holdings Corp.
on account of claims arising prior to Oct. 14, 2005, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
January 20 Claims Bar Date and those forms must be delivered to:

              Clerk of the Bankruptcy Court
              United States Courthouse
              801 N. Florida Avenue
              Tampa, Florida 33602
    
Headquartered in Clearwater, Florida, SkyWay Communications
Holding Corp. fka I-Teleco.com, Inc., fka Mastertel Communications
Corp. -- http://www.skywaynet.us/-- develops ground to air in-
flight aircraft communication.  The Debtor filed for chapter 11
protection on June 14, 2005 (Bankr. M.D. Fla. Case No. 05-11953).  
David W. Steen, Esq., at David W. Steen, PA, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $1 million to $10 million
in assets and $10 million to $50 million in debts.


SOUND IMAGING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sound Imaging Corporation
        14 West Forest Avenue
        Englewood, New Jersey 07631

Bankruptcy Case No.: 06-10050

Type of Business: The Debtor installs and repairs
                  ultrasound equipment.  The Debtor
                  also sells ultrasound machine spare parts.  
                  See http://www.soundimaging.com/

Chapter 11 Petition Date: January 4, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Larry Lesnik, Esq.
                  Ravin Greenberg PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068-1028
                  Tel: (973) 226-1500

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   DVI Financial Services                   $1,148,576
   c/o Klehr, Harrison, Harvey,
   Branzburg & Ellers, LLP
   260 Broad Street
   Philadelphia, PA 19102
   Attn: Richard Beck
   Tel: (215) 568-6060

   Sound Advice Consultants, Inc.             $437,322
   3 Davis Drive
   Washington Crossing, PA 18977
   Attn: Jerome Riccio

   De Lange Financial Services, Inc.          $429,679
   c/o Flamm, Boroff & Bancie, PC
   750 Route 73 South, Suite 301
   Mariton, NJ 08053
   Attn: William Callahan
   Tel: (856) 810-2299

   Ambassador Medical, Inc.                   $216,894
   12348 Hancock Street
   Carmel, IN 46032

   Lyon Funding dba US Bancorp                $176,954

   Centennial Bank Inc.                       $158,733

   Siemens Medical Solutions                  $150,855

   April R. Guastella                         $102,846

   ADP Total Source                            $87,444

   Pinnacle Health Systems                     $84,900

   Parallel Design                             $84,713

   All Imaging Systems                         $82,477

   Sonora Medical Systems                      $62,330

   Cardio Vascular Sales                       $35,150

   Conquest Imaging                            $32,765

   Hologic, Inc.                               $30,776

   United Medical Instruments                  $28,850

   Scanhead                                    $26,035

   Nova Technologies                           $23,350

   B-K Medical Systems Inc.                    $19,449


UNITED HOSPITAL: Court Appoints Mark Hammond as Responsible Person
------------------------------------------------------------------
New York United Hospital Medical Center and U.H. Housing Corp.
sought and obtained an order from the U.S. Bankruptcy Court for
the Southern District of New York appointing Mark D. Hammond as
the court designated responsible officer.  The Court approved Mr.
Hammond's appointment on Dec. 13, 2005.

Mr. Hammond will manage and guide the Debtors in consummating the
sale of substantially all of their assets and the winding down of
their estates pursuant to Sec. 105(a) and 1107(a) of the
Bankruptcy Code.

Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP
tells the Court that Mr. Hammond is the sole officer to serve in
the Debtors' businesses, and all but three of the Debtors'
trustees and directors have resigned.  

The Debtors submit that Mr. Hammond is well-qualified to serve as
the Responsible Officer because of his familiarity with the
businesses and their chapter 11 cases.  Mr. Hammond has served as
UHMC's chief financial officer prepetition, and has served as the
Debtors' president and chief executive officer.  

As the Responsible Officer, Mr. Hammond will:

  (a) execute and deliver all documents, and take all actions
      necessary to consummate the sale of the Debtors' assets;

  (b) handle the payment of professional fees and the holdback
      amounts as authorized by the Court;

  (c) coordinate the turnover of property subject to rejected
      executory contracts or abandonment or liquidation of any
      retained assets;

  (d) oversee the filing of final tax returns and other corporate
      dissolution documents; and

  (e) perform any additional corporate actions as necessary to
      carry out the wind down and liquidation of the Debtors,
      including authorize the filing of a plan of liquidation and
      related documents for the Debtors.

To compensate for his services, the Debtors will reimburse Mr.
Hammond from his expenses and protect him, through Court order,
from any claims or liabilities arising from any actions taken in
his capacity as the Responsible Officer.  Pursuant to an agreement
with the Official Committee of Unsecured Creditors, the Debtors'
current Directors & Officers Liability Insurance Policy will be
terminated upon the resignation of the Debtors' three remaining
trustees and directors.  In place of this policy, a run-off or
tail policy will be purchased.  The tail policy will only cover
claims made against former directors and officers for the period
prior to the termination of the D&O Policy.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


UNITED HOSPITAL: Exclusive Plan Filing Period Stretched to Apr. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Apr. 12, 2006, the exclusive period within which
New York United Hospital Medical Center can file a chapter 11
plan.  The Court also extended the Debtor's period to solicit
acceptances to that Plan from its creditors until June 12, 2006.

The Debtors gave the Court three reasons in support of the
extension:

   1) their chapter 11 case is sufficiently large and complex;

   2) they have made significant progress in resolving issues
      facing its estate, including working continuously with the
      Unsecured Creditors Committee to effectuate the sale of the
      real estate in a manner that will maximize the value of
      their assets for the benefit of creditors; and

   3) the requested extension will not prejudice its creditors and
      other parties-in-interest but will permit its reorganization
      process to move forward in an orderly and expeditious
      manner.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


VICKERS MANAGEMENT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vickers Management LLC
        P.O. Box 566
        Crystal Bay, Nevada 89402

Bankruptcy Case No.: 06-50001

Chapter 11 Petition Date: January 3, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: John A. White, Jr., Esq.
                  335 West First Street
                  Reno, Nevada 89503
                  Tel: (775) 322-8000
                  Fax: (775) 322-1228

Total Assets: $9,135,300

Total Debts:  $6,288,600

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IRS                              Taxes                  Unknown
Stop 5028
110 City Parkway
Las Vegas, NV 89101

City of Reno                     Sewer Utility          Unknown
Sewer Fees Department            Bills
P.O. Box 1900
Reno, NV 89505

Washoe County Treasurer          Property Taxes         Unknown
P.O. Box 30039
Reno, NV 89520-3039

Truckee Meadows Water Authority  Water Utility          Unknown
1155 Corporate Boulevard         Bills
Reno, NV 89502


WBE COMPANY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WBE Company Inc.
        28990 West Reichmuth Road
        Valley, Nebraska 68064

Bankruptcy Case No.: 06-80006

Chapter 11 Petition Date: January 4, 2006

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: David Grant Hicks, Esq.
                  Pollak & Hicks, PC
                  216 Overland Wolf Centre
                  6910 Pacific Street, Suite 216
                  Omaha, Nebraska 68106
                  Tel: (402) 345-1717
                  Fax: (402) 444-1724

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Enterprise Bank / SBA         Collateral of all       $8,000,000
128 West Center Road          WBE accounts,
Omaha, NE 68144               deposit accounts,
                              chattel paper,
                              equipment, fixtures,
                              instruments,
                              inventory, &
                              general intangibles,
                              2002 Besser M12

Liberty Mutual Insurance      Lawsuit                 $3,000,000
Interchange Corporate Center
450 Plymouth Road, Suite 400
Plymouth Meeting, PA 19462

Heritage Group Inc.           Loan                      $400,000
P.O. Box 329
Wood River, NE 68883

US Bank                       Secured by loan           $200,000
P.O. Box 790084
Saint Louis, MO 631790084

J. Pettiecord                 Trade debt                 $26,302

Ivy Steel & Wire /            Account                    $21,000
Thomas J. Walsh

Qwest                         Trade debt                 $17,258

Schildberg Construction Co.   Trade debt                 $17,000

Inspro Insurance              Trade debt                 $16,568

Vanguard Products             Trade debt                 $16,328

Tadros Associates LLC         Services                   $15,000

Jims Concrete Chipping        Trade debt                 $10,648

Metropolitan Utilities        Utility bill                $8,000
District

Mid Country Machinery         Rental deficiency           $8,000

UMB Bankcard                  Trade debt                  $7,042

Abrahams Kaslow & Cassman     Legal services              $7,000

Watts Electric Company        Utility bill                $5,000

Platte Mechanical             Trade debt                  $4,473

Diesel Power Equipment Co.    Rental deficiency           $2,800

Thiele Geotech Inc.           Account                     $1,000


WHITEHALL JEWELLERS: Newcastle Increases Offer to $1.50 Per Share
-----------------------------------------------------------------
On Jan. 4, 2005, Newcastle Partners, L.P. reported that it will
increase its cash tender offer to purchase all of the outstanding
shares of Whitehall Jewellers, Inc. from $1.20 per share to $1.50
per share.  Newcastle Partners determined to increase its offer
price based on its review and analysis of certain limited due
diligence information received from Whitehall over the past
several days.

In addition, Newcastle Partners is engaged in the process of
securing a commitment letter from a nationally-recognized
institution familiar with Whitehall.  The new senior lender is
experienced in the retail jewelry industry and would replace
Whitehall's current senior lenders upon closing of the Newcastle
transaction.

Newcastle Partners believes that with its elimination and/or
amendment of the conditions to the closing of the tender offer
described below, subject to the closing of a replacement senior
credit facility, the conditions to the tender offer are now truly
within the control of the Board of Directors.  Newcastle Partners
intends to honor in full Whitehall's current agreement and
understanding with its trade vendors.

Mark Schwarz, the managing member of Newcastle Partners, stated:
"We believe that this offer provides Whitehall's shareholders with
a clearly superior alternative to the Prentice transaction
recommended by the Board of Directors by providing immediate
liquidity to shareholders at a significant premium to market.  
With the elimination of many of our Tender Offer's conditions as
described in this press release, other than the closing of
replacement senior financing, the majority of the remaining
conditions are now in the control of the Board of Directors."

Newcastle Partners also reported that it has extended its tender
offer for all of the common stock of Whitehall Jewellers, Inc. to
5:00 pm, New York City time on Friday, Jan. 27, 2006.  The tender
offer was previously set to expire at midnight New York City time
on Wednesday, Jan. 4, 2006.  As of the close of business on
January 3, 2006, a total of 3,303,554 shares had been tendered in
and not withdrawn from the offer.

Further, based on recent conversations Newcastle Partners has had
with representatives of the Board of Directors of Whitehall
Jewellers and certain limited due diligence Newcastle Partners has
received from Whitehall and the current state of Whitehall's
business operations, Newcastle Partners has determined to either
eliminate or amend a number of the conditions to its cash tender
offer, including:

    (i) the condition requiring no adverse changes in securities,
        banking or credit market conditions has been deleted;

   (ii) the condition requiring that no alternative tender offer
        by a competing third party or significant stock ownership         
        by a third party has been eliminated;

  (iii) the condition providing that there be no governmental or
        third party litigation or certain other actions relating
        to the tender offer has been eliminated;

   (iv) the condition providing that no material adverse change
        with respect to the value of Whitehall has been
        eliminated, and replaced with the equivalent condition
        from the Prentice agreements agreed to by the Board of
        Directors; and

    (v) the condition providing that no material contractual right
        has been impaired or no indebtedness has been accelerated
        as a result of the tender offer has been eliminated.

The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and
related materials that Newcastle Partners, L.P. and JWL
Acquisition Corp. filed on Dec. 5, 2005, as amended Dec. 22, 2005
and Jan. 4, 2006.  Stockholders should read the Offer to Purchase
and related materials carefully because they contain important
information, including the terms and conditions of the offer.
Stockholders can obtain the Offer to Purchase and related
materials free at:

    * the SEC's website at http://www.sec.gov/,
    * MacKenzie Partners, the Information Agent for the offer, or
    * Newcastle Partners, L.P.

Whitehall Jewellers, Inc., is a national specialty retailer of
fine jewelry, operating 389 stores in 38 states.  The Company
operates stores in regional and super regional shopping malls
under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                         Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.


WILLIAM TERRELL: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Terrell, Jr. & Annie Belle Terrell
        3598 Fairwood Cove
        Memphis, Tennessee 38125

Bankruptcy Case No.: 06-20102

Chapter 11 Petition Date: January 5, 2006

Court: Western District of Tennessee (Memphis)

Debtor's Counsel: Harold D. Archibald, Esq.
                  22 North Front Street, Suite 790
                  Memphis, Tennessee 38103
                  Tel: (901) 525-3450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Chase Manhattan Mortgage      House & lot location:     $500,000
3415 Vision Drive             3598 Fairwood Cove,
Columbus, OH 43219            Memphis, TN
                              [5bd, 3ba (2) 1/2 ba;
                              liv., din., kit.,
                              greatroom, sunroom
                              2-story, 3-car garage
                              [5500 sq. ft.]
                              Value of security:
                              $670,000

First National Bank of        Office furnishings/       $201,739
Jeffersonville                equipment
4866 State Route 52           Value of security:
P.O. Box 398                  $195,000
Jeffersonville, NY 12748

GMAC Mortgage                 House & lot location:     $200,000
P.O. Box 4622                 3598 Fairwood Cove,
Waterloo, IA 507044622        Memphis, TN
                              [5bd, 3ba (2) 1/2 ba;
                              liv., din., kit.,
                              greatroom, sunroom
                              2-story, 3-car garage
                              [5500 sq ft]
                              Value of security:
                              $670,000

Canon & Company               Accountant                $103,500

Regions Bank                  Charge account             $42,171

InSouth Bank                  Secured by account         $13,240
                              receivables &
                              furniture @
                              Memphis/Shelby Co.
                              Pediatric Group, LLC
                              Value of security:
                              $10,000

American Express              Charge account              $9,778

OfficeMax                     Charge account              $4,697

Tennessee Department of       Past due taxes                $515
Revenue


WINN-DIXIE: McArthur Dairy Gets Miami Dairy Plant for $5,750,000
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates lease a dairy
plant in Miami, Florida, under a lease agreement with ZSF/WD Opa
Locka, LLC.  The Debtors have put out the Miami Dairy Plant for
sale to Southeast Milk, Inc., as stalking horse, because they have
sufficient production capacity in their other dairies.

The Debtors solicited offers for the Miami Dairy Plant in
accordance with the Court-approved bidding procedures.  A
competing bid was received and the Debtors conducted an auction
on Dec. 13, 2005.

At the Auction, McArthur Dairy, Inc., a Florida corporation,
submitted a $5,750,000 bid, representing the highest and best
offer received for the Miami Dairy Plant.

Accordingly, at the Debtors' behest, the U.S. Bankruptcy Court for
the Middle District of Florida permits them to assign their
leasehold interests in the Miami Dairy Plant to McArthur Dairy,
and other assignees including Suiza Dairy Group, Inc., and Dean
Dairy Holdings, LLC.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Stuart Maue Approved as Professionals' Fee Examiner
---------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida authorizes Winn-Dixie Stores, Inc., and its debtor-
affiliates to employ Stuart, Maue, Mitchell & James, Ltd., as fee
examiner in their Chapter 11 cases, effective as of Dec. 1, 2005.  
Judge Funk permits and directs Stuart Maue to review all fee
applications filed in the Debtors' Chapter 11 cases and statements
submitted by professionals retained by Wachovia Bank, N.A., as
agent for postpetition lenders.

As previously reported in the Troubled Company Reporter on Nov 18,
2005, Stuart Maue's methodology for analyzing professional fees
submitted in bankruptcy fee applications involves several
integrated steps.  Initially, the fee applications are reviewed
for any apparent irregularities like billings to the wrong case,
missing task descriptions, and double billings.  The billing
entries are scrutinized from several perspectives including
chronologically, by individual, and by professional activity.
Chronological review of the fee applications permits an overview
of case activity.  Examination of each individual's billing
entries provides information about the participation of various
staff in the proceeding.  It also highlights any irregular
patterns.

Examination of the billing statements by professional activity
supplements the chronological review and the review by
individual.  For certain categories of activity engaged in by the
professional firm, Stuart Maue's auditors attempt to identify the
billed hours, the number of persons involved in the activity, and
the specific tasks performed by each person.

The Debtors will pay Stuart Maue at its current hourly rates of
$275 per hour for legal auditors, $175 per hour for systems
personnel, $150 per hour for assistant legal auditors, and $65
per hour for data entry personnel.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000).


W.R. GRACE: Court Approves Multi-Million Settlement with BofA
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement inked between W.R. Grace & Co. and its
debtor-affiliates and Bank of America, N.A.

Before the Debtors filed for bankruptcy protection, BofA issued
three standby letters of credit for the account of W.R. Grace &
Co.-Conn. As collateral for certain insurance transactions and
surety bonds issued in the Debtors' favor:

     L/C No.     Face Amount    Issuance Date    Expiry Date
     -------     -----------    -------------    -----------
     7404289     $10,439,830      10/17/00         10/17/05
     7404163       6,000,000      09/15/00         09/15/05
     7403968       2,190,000      07/30/00         07/31/06

On June 6, 2002, National Union Fire Insurance Company of
Pittsburgh, Pennsylvania, as beneficiary under L/C No. 7404289,
drew down that L/C for $9,729,720.  Subsequently, on February 10,
2003, National Union, also as beneficiary under L/C No. 7403968,
drew it down for $250,000.

By order dated October 24, 2002, the Court authorized BofA to set
off $200,000 in a depository account against the amounts due to
BofA as a result of National Union's draw on the First L/C.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, tells the Court that
except as to the Drawn Amounts, each L/C remains outstanding in
its full amount as of October 10, 2005.

On March 27, 2003, National Union filed Claim Nos. 9553 and 9554
against W.R. Grace & Co. and Grace-Conn.  The National Union
Claims each assert a claim secured by the First L/C and the
Second L/C, aggregating $46,971,764, plus unliquidated amounts.  
In addition, National Union filed Claim Nos. 13925 to 13930
against Grace and five other Debtors, asserting claims secured by
the Second L/C for $75,623, plus unliquidated amounts.

Mr. O'Neill clarifies that the National Union Claims do not
reflect the application of the amounts drawn under the First L/C
and the Second L/C.

As a result of National Union's draw on the First and Second
L/Cs, Mr. O'Neill explains, BofA holds a liquidated claim against
Grace-Conn. in the Drawn Amounts less the $9,779,720 Set-off
Amount, which claim is neither contingent, unliquidated nor
disputed.  Moreover, BofA holds a claim against Grace-Conn. with
respect to the undrawn amount of each L/C, which claim is
contingent and unliquidated, but not disputed.

As reported in the Troubled Company Reporter on Oct. 26, 2005, the
parties have agreed that:

   (1) BofA will have an allowed, unsecured, non-priority claim
       against Grace-Conn. for $9,779,720, representing the
       Drawn Amounts under the First L/C and the Second L/C,
       less the Set-off Amount.

   (2) BofA will have a contingent, unsecured, non-priority
       claim against Grace-Conn. for $8,850,110, representing
       the undrawn amounts under the Outstanding L/Cs.  In the
       event that BofA is required to satisfy the claim of any
       beneficiary under any of the Outstanding L/Cs subsequent
       to the date of the Settlement, that portion of the BofA
       Contingent Claim representing the total amount drawn under
       the Outstanding L/Cs will become an allowed, unsecured,
       non-priority claim against Grace-Conn. Without further
       action by any party.  The outstanding amount of the BofA
       Contingent Claim will be reduced in an amount equal to
       BofA's Further Allowed Claim.

   (3) In the event BofA incurs fees, commissions or other
       expenses subsequent to the date of the Settlement in
       connection with its satisfaction of any claim under any of
       the Outstanding L/Cs, BofA will have 30 days from the
       payment date under the Outstanding L/C to file a proof of
       claim.

   (4) The Debtors reserve their rights to object to the
       National Union Claims on any basis whatsoever, including
       the grounds that those claims are duplicative of the BofA
       Allowed Claims or any BofA Further Allowed Claim.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 100; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Want Full Disclosure of Asbestos PD Panel's Witnesses
-----------------------------------------------------------------
In accordance with the U.S. Bankruptcy Court for the District of
Delaware's case management order for the estimation of prepetition
claims relating to traditional asbestos property damage, dated
August 29, 2005, the Official Committee of Asbestos Property
Damage Claimants appointed in W.R. Grace & Co. and its debtor-
affiliates' chapter 11 cases delivers to the Court initial
disclosure of fact and expert witnesses anticipated to be called
in Phase I of the asbestos claims estimation, which phase deals
with addressing the methodology issue.

Subsequently, the Debtors ask Judge Fitzgerald to strike the fact
witness portion of the PD Committee's Initial Witness Disclosure,
or, in the alternative, to compel full and complete disclosure of
the PD Committee's Phase I fact witnesses and the subjects of
their testimony.

The Debtors assert that the Phase I trial is a Daubert hearing
that calls exclusively for expert testimony on the relevance and
scientific reliability of the dust sampling methodology.

According to James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., in Wilmington, Delaware, the
Witness Disclosure does not identify any fact witnesses by name,
but instead lists several extremely broad categories of fact
witnesses testimony:

   (1) "[e]ach asbestos property damage claimant that filed a
       proof of claim;"

   (2) "professionals employed or contracted by such PD
       claimant;"

   (3) the RJ Lee Group employees "most knowledgeable with
       regard to work performed at One Liberty Center, N.Y. for
       Deutsch;" and

   (4) the "Debtors, their employees, agents and independent
       contractors concerning the use of dust sampling, air
       sampling, and other methods to determine the release of
       asbestos fibers from the Debtors' asbestos-containing
       products." [sic]

Mr. O'Neill avers that taken at face value, this type of
disclosure is so broad that it could encompass thousands of fact
witnesses.

Under Daubert and its progeny, Mr. O'Neill explains, opinion
testimony based on scientific, technical, or other specialized
knowledge is subject to the trial court's "gatekeeping"
obligation.  If the opinion testimony overcomes the hurdles of
Rule 702 of the Federal Rules of Evidence, it may be offered by
"a witness qualified as an expert."  However, it cannot come in
through a lay witness.

Indeed, Mr. O'Neill attests, the PD Committee's own experts
confirm that there is no reason for fact witnesses to testify at
the Daubert hearing.  None of the PD Committee's four expert
reports discloses reliance on fact witness testimony, even though
an expert's report must contain a complete statement of the
"basis and reasons" for the opinions to be expressed and all
"data or other information considered by the witness in forming
the opinions."

"To the extent that the PD Committee's anticipated fact witness
testimony is outside the scope of its experts' reports, [that]
testimony is irrelevant to the issues at hand and inadmissible
for that reason," Mr. O'Neill says.

Although the PD CMO contemplates Phase I fact witnesses, it was
entered before the Court ruled that the constructive notice issue
would not be heard as part of Phase I, Mr. O'Neill notes.  He
adds that "[u]nlike the dust sampling issue, the constructive
notice issue lends itself to fact witness testimony."

Moreover, the Federal Rules of Civil Procedure explicitly
recognize that "an evasive or incomplete disclosure, answer, or
response is to be treated as a failure to disclose, answer, or
respond."

The PD Committee's Witness Disclosure falls within the ambit of
this rule; it is so evasive and incomplete that it handicaps
Debtors' ability to prepare for the Phase I Daubert hearing, Mr.
O'Neill relates.

Mr. O'Neill contends that the PD Committee's Disclosure does not
provide the Debtors with any real information, let alone enough
information to initiate the discovery or factual investigation
that must precede the Daubert hearing.

         Court Denies Discovery on PI Claimants' Lawyers

The Court denies the Debtors' request for leave to conduct
immediate discovery of attorneys who represent claimants with
personal injury asbestos claims against W.R. Grace & Co.

However, Judge Fitzgerald rules that the denial is without
prejudice to the Debtors' right to seek discovery from individual
firms in accordance with the applicable Federal Rules of Civil
Procedure and subject to the Federal Rules of Evidence.

       Court Extends Non-Expert Witness Prelim Designation

Pursuant to the case management order for the estimation of
asbestos personal injury liabilities, Judge Fitzgerald extends
the time for PI claimants to complete and serve the
questionnaires to March 13, 2006.

In addition, Judge Fitzgerald extends the time for the exchange
of preliminary designations of non-expert witnesses to
January 10, 2006.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 100; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


* Chadbourne & Parke Names Laura Hegedus as Tax Counsel in D.C.
---------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Laura Hegedus, Esq., has been named counsel in the tax practice
group, resident in the Firm's Washington, D.C. office.  Prior to
joining Chadbourne, Ms. Hegedus was a tax lawyer in the New York
and London offices of Jones Day.

Ms. Hegedus has more than a dozen years of diverse experience in
public and private securities offerings, hybrid securities,
derivatives and investment units, large cross-border corporate
mergers and acquisitions, and international tax planning for U.S.
multinational corporations.  Ms. Hegedus' expertise includes
advising issuers, underwriters, investment managers and lenders in
a wide range of capital markets activities.

"Laura comes with impressive credentials," said Keith Martin, tax
partner in the Washington, D.C. office.  "She has worked on a
variety of sophisticated cross-border transactions and, more
importantly, I think our clients will really like working with
her. She is just a terrific person."

Ms. Hegedus brings skills that are more common in New York and
London to the Washington market.  Ms. Hegedus will work mainly
with the project finance group at Chadbourne.  The group works
with developers, international banks, multilateral lending
agencies and institutional equity investors on large
infrastructure projects -- power plants, oil and gas pipelines,
toll roads, ports, LNG terminals, ethanol and biodiesel plants and
other projects.  The group has worked on such deals in more than
60 countries.  Chadbourne has one of the largest project finance
practices of any law firm in the world.  Approximately 60 lawyers
work in the group full-time.

Ms. Hegedus has coordinated tax planning with non-U.S. counsel to
achieve structures that were efficient in multiple jurisdictions.
Ms. Hegedus has managed tax aspects of domestic and offshore
public and private securities offerings, negotiated terms of
sizable credit facilities on behalf of U.S. and non-U.S.
borrowers, mezzanine and senior lenders and agents, including
security enhancements and syndication conditions, and has
established cross-border tax compliance policies for
administrative agents.

Ms. Hegedus earned an LL.M. in taxation from the New York
University School of Law, a J.D, cum laude, from Tulane Law School
where she was senior managing editor of the Tulane Law Review, and
an A.B., with honors, from Occidental College.

                 About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and
a multinational partnership, Chadbourne & Parke, in London.


* Thacher Proffitt Names Penny Matthews Groel as New Partner
------------------------------------------------------------
Thacher Proffitt & Wood LLP, a 150-year-old law firm, reported
that the Firm elected Penny Matthews Groel, Esq., to the
partnership, effective Jan. 1, 2006.  Ms. Groel is a member of the
Structured Finance Practice Group.

Since joining the firm in 1988 as an Associate, Ms. Groel has
represented issuers, underwriters and trustees in the public
offering and private placement of mortgage- and asset-backed
securities.  Ms. Groel also represents corporate clients as
sellers, purchasers and servicers in connection with whole loan
transactions and as borrowers under various financing facilities.
Ms. Groel also has experience in secured lending, lease financing
and general corporate matters.

"We are delighted to welcome Penny into the partnership," said
Paul Tvetenstrand, managing partner of Thacher Proffitt.  "Penny
has been a great asset to both the Structured Finance department
as well as to the Firm, and I am looking forward to her continued
success."

Ms. Groel received her JD from New York University School of Law
in 1988, and her BS from the State University of New York at
Binghamton in 1985.  Ms. Groel is admitted to practice in New
York, New Jersey and California.

               About Thacher Proffitt & Wood, LLP

A law firm that focuses on the capital markets and financial
services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a  
wide range of areas, including corporate and financial
institutions law, securities, structured finance, swaps and
derivatives, cross-border transactions, real estate, commercial
lending, insurance, admiralty and ship finance, litigation and
dispute resolution, technology and intellectual property,
executive compensation and employee benefits, taxation, trusts and
estates, bankruptcy, reorganizations and restructurings.  The Firm
has 275 lawyers with five offices located in New York City, NY,
Washington, DC, White Plains, NY, Summit, NJ and Mexico City,
Mexico. The Firm has been named top issuers' counsel and ranks in
first place for securitizations (Thomson Financial, mid-year 2005
rankings).


* Thacher Proffitt Promotes two Attorneys to Real Estate Group
--------------------------------------------------------------
Thacher Proffitt & Wood LLP, a 150-year-old law firm, reported
that both Gregory P. Murphy, Esq., and Michael J. Vitolo, Esq.
have been named Counsel to the Real Estate Practice Group,
effective January 1, 2006. They both reside in the White Plains
office.

"We want to congratulate both Greg and Mike on their promotions,"
said Paul Tvetenstrand, the firm's managing partner.  "They have
both already contributed a great deal to the Firm and I look
forward to their continued accomplishments within the Real Estate
Practice Group."

Mr. Murphy's practice, concentrating on commercial real estate and
asset-based finance, includes clients such as lending
institutions, investors and developers.  Mr. Murphy has counseled
commercial banks, savings banks, investment banks, capital
companies and real estate investors and developers in a variety of
transactions, and has represented lenders regarding the
origination and securitization of commercial mortgage loans.

Mr. Murphy received his JD from Fordham University School of Law
and his BS, summa cum laude, from Pace University.  Mr. Murphy is
admitted to the New York and Connecticut bars.

Mr. Vitolo's practice focuses on real estate, banking and asset-
based lending, representing banks and other financial institutions
and investors in commercial real estate and asset-based
transactions.  These representations include sophisticated multi-
property and multi-state mortgage transactions; revolving credit
and term loan facilities; franchise and convenience store lending;
and lease financing and portfolio financing.

Mr. Vitolo received his JD, cum laude, from Syracuse University
Law School, and was a member of the Justinian Honor Society.  Mr.
Vitolo has a BA from University of Rochester.  Mr. Vitolo is
admitted to New York and Massachusetts bars.

               About Thacher Proffitt & Wood, LLP

A law firm that focuses on the capital markets and financial
services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises domestic and global clients in a  
wide range of areas, including corporate and financial
institutions law, securities, structured finance, swaps and
derivatives, cross-border transactions, real estate, commercial
lending, insurance, admiralty and ship finance, litigation and
dispute resolution, technology and intellectual property,
executive compensation and employee benefits, taxation, trusts and
estates, bankruptcy, reorganizations and restructurings.  The Firm
has 275 lawyers with five offices located in New York City, NY,
Washington, DC, White Plains, NY, Summit, NJ and Mexico City,
Mexico. The Firm has been named top issuers' counsel and ranks in
first place for securitizations (Thomson Financial, mid-year 2005
rankings).


* BOOK REVIEW: AMEX: A History of the American Stock Exchange
-------------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Hardcover:  382 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122484/internetbankrupt

Robert Sobel is well-known to those in the business field.  
He's written more than fifty books and hundreds of articles
on just about every topic in the field.  "AMEX - A History of
the American Stock Exchange, 1921-1971" evidences all the
characteristics which have made his writing appealing and
informative to business readers -- sound research and expert
knowledge put in a colorful, readable style.  Writing about
individuals and events, Sobel makes business come alive.

He begins his history of the AMEX when it was known as the
"Curb Market" in the 1800s.  The name is not a catch phrase,
but is a literal designation of where the activity of this
market was conducted--namely, on a curb on Broad Street under
the windows of the established New York Stock Exchange.  The
origins of the Curb Market, or Curb Exchange as it is also
called, are traced to the California Gold Rush of 1849.  It
played an important part in the many financial transactions
and new businesses, particularly mining operations, which
rapidly grew out of the Gold Rush.

The AMEX was not given its name until 1953.  Sobel leads up
to this in his early chapters by covering the practices,
operations, and representative individuals of the Curb Market
which influenced the founding of the AMEX and left their
imprint down to today.  Unable to compete with the N. Y.
Stock Exchange and with no ambition to rival it or replace it
anyway, the Curb Exchange traders were enterprising and
unconventional.  For example, if a trader wanted to become a
"specialist" in handling the stock of a particular company,
he might buy some of its stock for himself and begin trading
it on the Curb Exchange.  Most of the stocks handled by the
Curb Exchange were from "young companies or marginal firms,
many of which would disappear through mergers, bankruptcy, or
other means."  Some would eventually move to the Big Board.  
But the precursor to the AMEX also traded in stock of
companies such as Standard Oil, U. S. Tobacco, and United
States Sugar.  Such major corporations, many owned by
families, preferred the Curb Exchange because they did not
have to file regular reports or financial information as they
would with the N. Y. Exchange.

The Curb Exchange played an important part in the rampant
capitalism of the late 1800s.  As the economic and political
environment of the country changed into the decades of the
1900s, so did it change.  In 1921, the Exchange moved indoors
on Trinity Place in New York City.  It had its share of
difficulties along with those of the rest of the country in
the time of the Depression.  But the Exchange survived the
poor economic times, new government regulations, lackluster
leadership, and even a scandal involving two of its most
powerful members in the 1930s. Under the strong leadership of
Edward McCormick in the 1950s, the Curb was able to put its
troubles behind it and finally, after about a century of
tentative existence, become established as a major trading
institution.  With his academic credentials, relationships
with members of the SEC, experience in the field of finance,
and saviness about the media, McCormick resembled the
prominent individuals associated with the New York Stock
Exchange.  One of the most important steps in McCormick's
historic activity was the change of the organization's name
to the American Stock Exchange on January 5, 1953.

Sobel wrote "AMEX" to fill in what he saw as a blank space in
most persons' knowledge and understanding of the structure of
American financial markets and the purposes of its major
parts. In the book, he successfully answers such questions as
why the AMEX exists? why and how had it developed? and what
is its relationship to the New York Stock Exchange? Even
readers who know something about the answers will learn more
about the major institution of the AMEX to increase their
understanding of it, and along with this, their understanding
of the nature and workings of the American economic system.

                             *********

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.


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