TCR_Public/060111.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 11, 2006, Vol. 10, No. 9

                             Headlines

ADELPHIA COMMS: Files Supplement to Plan of Reorganization
AES CORP: Moody's Affirms Ba3 Corporate Family & B1 Debt Ratings
ANCHOR GLASS: Court Approves Key Employee Retention Program
ANCHOR GLASS: Wants Open-Ended Deadline to Decide on Leases
ANCHOR GLASS: BNY Has Until January 16 To File Proof of Claim

ATKINS NUTRITIONALS: Emerges from Bankruptcy after Five Months
AZCO MINING: Losses Continue in Fiscal Year 2004
BALLY TOTAL: Seeks Shareholder Support on Current Management Team
BRADLEY PHARMACEUTICALS: Defaults Under $110 Mil. Credit Facility
BRILLIANT DIGITAL: One-for-Ten Reverse Stock Split Takes Effect

CALPINE CORP: Procedures for Equity Trading Established
CALPINE CORP: Gets Interim Order to Restrict Utility Companies
CALPINE CORP: Wants to Continue Hiring Ordinary Course Profs.
CAMINOSOFT CORP: Posts $770,409 Net Loss in Fiscal Year 2005
CELERO TECHNOLOGY: Wants Until Feb. 20 to File Chapter 11 Plan

COIN BUILDERS: Wants Court to Approve Wood County Bank L/C
COMDIAL CORP: May Remove Civil Actions Until February 21
COMDIAL CORP: Wants to Terminate Pension Program
CONSTELLATION BRANDS: Earns $123.6M of Net Income in Third Quarter
CORNERSTONE PRODUCTS: Inks Settlement Covenant with First United

CORONET FOODS: Plan's Confirmation Pending Settlement with Sheetz
CRC HEALTH: S&P Junks Rating on $220 Mil. Sr. Subordinated Notes
CSFB HOME: Moody's Rates Class B-1 Subordinate Certificates at Ba1
CYCLELOGIC INC: Asks for More Time to Object to Claims
CYCLELOGIC INC: Trustee Needs More Time to Remove Civil Actions

CYCLELOGIC INC: Wants Another Delay in Entry of Final Decree
ENRON CORP: Court Nixes San Francisco's $5.9-Mil Unsecured Claim
ENRON CORP: Gets Court Nod on Foster Wheeler Settlement
ENRON CORP: Wants Court to Modify Claims Reserve Procedures
EPICEPT CORP: Posts $449K Net Loss in Quarter Ended September 30

FALCON PRODUCTS: Wants Until June 15 to Object to Claims
FOSS MANUFACTURING: Trustee Hires Mintz Levin as Special Counsel
FREEDOM RINGS: Committee Taps Parente Randolph as Accountants
FREEDOM RINGS: Hires DJM Asset Management as Real Estate Advisor
GSAMP TRUST: Moody's Rates Class B-3 Sub. Certificates at Ba2

GSAMP TRUST: Moody's Rates Class B-4 Sub. Certificates at Ba2
HERTZ CORP: Moody's Downgrades Pre-Acquisition Debt's Rating to B2
HIRSH INDUSTRIES: Has Until March 1 to Decide on Unexpired Leases
HIRSH INDUSTRIES: Navigant Approved as Panel's Financial Advisor
HIRSH INDUSTRIES: Stout Risius Approved as Valuation Experts

INERGY LP: S&P Places B Rating on $200 Mil. Senior Unsecured Notes
INTERNATIONAL POWER: Fitch Assigns BB Long-Term Issuer Rating
INTERSTATE BAKERIES: 41 Creditors Sell $4.3 Million Trade Claims
INTERSTATE BAKERIES: Noteholders May Exercise Conversion Rights
JONG CHOE: Voluntary Chapter 11 Case Summary

KAISER ALUMINUM: Extends George Haymaker's Term as Director
LITTLE MT. ZION: Judge Beatty Dismisses Ch. 11 Case With Prejudice
MATHON FUND: Court Okays Michael Carmel as Bankruptcy Counsel
MCI INC: Amends Employment Agreements with Four Officers
MCI INC: Modifies By-Laws to Remove Equity Award Retention

MCLEODUSA INC: Cancels SEC Registration of Securities
MEDPOINTE HEALTHCARE: S&P Rates Planned $135MM Sr. Sec. Loan at B
MERRILL LYNCH: S&P Affirms Low-B Ratings on Class H to L Certs.
MEYER'S BAKERIES: Court Authorizes Retirement Plan Termination
MIRANT CORP: North Unit Reports Losses To Cut Inventory Balance

MORGAN STANLEY: S&P Lifts Rating on Class D Certs. to BBB+ from B
MPOWER HOLDING: Court Enters Final Decree Closing Bankruptcy Cases
NETWORK PLUS: Chapter 7 Trustee Taps RSI as Collections Agent
NETWORK PLUS: Chapter 7 Trustee Wants Feb. 28 as Admin. Bar Date
NORTHWEST AIRLINES: Charlotte Wants Stay Lifted to Set Off Debts

NORTHWEST AIRLINES: Goodrich Demands Payments for Invoices
NORTHWEST AIRLINES: UST Wants Info Blocking Procedures Approved
O'SULLIVAN IND: Creditors Panel Balks at Disclosure Statement
O'SULLIVAN IND: Bank of NY Wants Disclosure Statement Modified
ORGANIZED LIVING: Sells Trademarks for $70,000 to AIM Inc.

PHARMACEUTICAL FORMULATIONS: Grant Thornton Okayed as Accountant
PHARMACEUTICAL FORMULATIONS: Wants Until Apr. 5 to Remove Actions
PRICE OIL: Has Until February 3 to File Schedules and Statements
PRIMEDEX HEALTH: Moody's Withdraws Caa2 Rating on $45M Term Loan
RACHEL PAL: Case Summary & 14 Largest Unsecured Creditors

RUFUS INC: Court Sets Feb. 7 for Plan Confirmation Hearing
SOLUTIA INCORPORATED: 500+ GE Employees File PCB Exposure Action
STELCO INC: Court Schedules Sanction Hearing on Jan. 17
STEVE'S SHOES: Case Summary & 20 Largest Unsecured Creditors
TEC FOODS: Wants to Hire Auspex Capital as Financial Advisors

THAXTON GROUP: Wants Until March 6 to File Notices of Removal
UAL CORP: Creditors Committee Hires Jonathan Macey as Expert
UAL CORP: To Spend $400 Mil. on Plane & Equipment Improvements
UNITED AIR: Moody's Rates $3 Billion Secured Credit Facility at B1
WCI COMMUNITIES: S&P Affirms Low-B Ratings on $829 Million Debts

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMMS: Files Supplement to Plan of Reorganization
----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) filed a "Plan
Supplement" to its fourth amended plan of reorganization with the
U.S. Bankruptcy Court for the Southern District of New York on
Jan. 9, 2006.

The filing is called for in Section 15.07 of Adelphia's fourth
amended plan of reorganization and contains forms (which remain
subject to change) of various "Plan Documents" related to the
plan.

On April 21, 2005, Adelphia disclosed that it had reached
definitive agreements for Time Warner Inc. (NYSE: TWX) and Comcast
Corporation (Nasdaq: CMCSA, CMCSK) to acquire substantially all
the U.S. assets of Adelphia for approximately $12.7 billion in
cash and shares expected to represent, subject to certain
assumptions, 16 percent of the common stock of Time Warner's cable
subsidiary, Time Warner Cable Inc.

                  Plan Supplement Documents

The Supplement for Adelphia's Fourth Amendment Plan of
Reorganization includes these documents to be executed, delivered,
assumed and performed in connection with the consummation of the
Plan on the Effective Date:

   a. Comcast Purchase Agreement,

   b. TW Purchase Agreement,

   c. TW Expanded Transaction Letter Agreement,

   d. Form of New Certificate of Incorporation (Time Warner
      Cable),

   e. Form of New By-laws (Time Warner Cable),

   f. Contingent Value Vehicle Agreement,

   g. Plan Administrator Agreement,

   h. Puerto Rico Liquidating Trust Agreement,

   i. Transaction Escrow Agreement,

   j. Government Settlement Agreements,

   k. Schedule of Assumed Rigas Agreements,

   l. Schedule of Debtor Group Value,

   m. Schedule of Assumed Contracts and Leases,

   n. Schedule of Persons Not Released Pursuant to Section
      12.08(b)(y) of the Plan

   o. Form of Amended and Restated Certificate of Incorporation
      and By-Laws of ACOM, and

   p. Form of Amendments to Subsidiary Certificate of
      Incorporation.

As previously reported, ACOM had reached definitive agreements for
Time Warner NY Cable LLC, a Delaware limited liability
company and an indirectly wholly owned subsidiary of Time Warner
Cable Inc., and for Comcast Corporation to acquire substantially
all the U.S. assets of ACOM.  A full-text copy of the Comcast
Purchase Agreement dated April 20, 2005, is available for free at
http://ResearchArchives.com/t/s?43d

A full-text copy of the Purchase Agreement between ACOM and
Time Warner Inc., is available for free at
http://ResearchArchives.com/t/s?43e

The Contingent Vehicle Value Agreement contains the terms agreed
upon by ACOM on behalf of the CVV Holders and the Trustee for the
creation of the Adelphia Litigation Trust.  A full-text copy of
the CVV Agreement is available for free at
http://ResearchArchives.com/t/s?43f

The Plan Administrator Agreement between an initial administrator
and ACOM acting on behalf of a distribution company and each of
the Reorganized Debtors contains the terms for the assignment of a
plan administrator.  The Plan contemplates that the Distribution
Company will exercise certain of the Debtors' rights and powers in
certain specified circumstances.  A plan administrator will
exercise these rights and powers in his or her capacity as a sole
officer and sole manager of the Distribution Company.

A full-text copy of the Plan Administrator Agreement is available
for free at http://ResearchArchives.com/t/s?440

              Puerto Rico Liquidating Trust Agreement

Century Communications Corporation, a Texas corporation and a
wholly owned subsidiary of Arahova Communications, Inc., sold its
50% interest in a Century/ML Cable Venture pursuant to that
certain Interest Acquisition Agreement among:

   -- ML Media Partners, L.P.,
   -- Century,
   -- Century ML Cable Venture,
   -- Century ML Cable Corp., and
   -- San Juan Cable, LLC, as the Buyer;

ML Media also sold its 50% interest in the Venture pursuant to the
terms of the Purchase Agreement.

ML Media and the Venture have asserted various claims against
Century, including the Century-ML JV Claims, and Century has
asserted various claims against ML Media.

Pending the settlement or judicial resolution of the Cross-Claims,
each of Century's and ML Media's proceeds from the sale of the
Venture are being held in the "Sellers' Escrow Account" pursuant
to the terms of the Sellers Escrow Agreement, dated as of Oct. 31,
2005, among ML Media, Century, and The Bank of New York, and up to
one half of the cash in the Sellers' Escrow Account is deemed to
be part of the CCC Other Unsecured Distribution Reserve with
respect to the ML Media Claims.

Pursuant to the terms of the Purchase Agreement, $25,000,000 was
placed in an escrow account to secure certain indemnification
obligations of ML Media and Century and $13,500,000 of the
purchase price for the Venture is deferred.

The Liquidating Trust is being formed for the purpose of:

   a. holding the Century Stock on behalf of the Beneficiaries,

   b. making distributions in respect thereof, and

   c. maximizing the economic value of the Century Stock by:

      -- defending against the ML Media Claims,
      -- prosecuting the Century Claims, and
      -- enforcing Century's rights under the Purchase Agreement
         and into the Sellers' Escrow Account.

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.


AES CORP: Moody's Affirms Ba3 Corporate Family & B1 Debt Ratings
----------------------------------------------------------------
Moody's affirmed the ratings of The AES Corporation, including its
Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  The rating outlook remains stable.

The rating affirmation follows AES's disclosure that it received
notice from a trustee on Dec. 30, 2005 that it was not in
compliance with the reporting covenant under various indentures
due to failure to make a timely filing of its quarterly reports
for the periods ending June 30, 2005 and Sept. 30, 2005.  If AES
fails to file such reports by February 28, the date that is 60
days after receipt of the notice, an Event of Default will occur
under such indentures.

If an Event of Default were to occur, either the trustee under any
of the indentures or the holders of at least 25% of the
outstanding principal amount of any such series of notes would
have the right to accelerate the maturity of that series of notes
and declare them immediately due and payable, unless holders of a
majority of such series of notes waive compliance with the filing
requirement.

The rating affirmation reflects our expectation that AES will file
all required financial statements in the next few days.  In an 8-K
filing on Friday, the company stated that it expects to file all
required statements no later than January 20, thereby curing the
default and eliminating any risk for debt acceleration.  However,
a failure to meet this expected filing date would be likely to
result in a negative rating action.

AES's senior secured bank lenders have extended until
Jan. 20, 2006 the waiver of any default resulting from the AES's
failure to deliver financial statements.

Moody's notes that a default under any debt of AES in excess of
$50 million would cross default to approximately $3.8 billion of
AES level debt.

The AES Corporation is a global power company with generation and
distribution assets in:

   * Europe,
   * Asia,
   * Latin America,
   * Africa, and
   * the United States.


ANCHOR GLASS: Court Approves Key Employee Retention Program
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to establish and
implement a Key Employee Retention Program.

As reported in the Troubled Company Reporter on Nov. 9, 2005, the
Debtor sought to adopt and implement a retention program covering
81 key salaried employees.  The Debtor also asked the Court to
approve a severance plan for a portion of its Key Employees and a
separation plan for all of its remaining salaried employees.

The Retention Program provides additional cash compensation based
on position, skill level and marketability to 81 Key Employees,
including the Debtor's Chief Executive Officer.

Excluding the Debtor's CEO, the retention incentive consists of
cash retention payments at a percentage of base salary ranging
from 20% to 65% of the participants' base pay payable at various
critical points in the Debtor's Chapter 11 case:

     * 5% of the KERP Payment will be due and payable upon Court
       approval of the KERP;

     * 15% will be due and payable on February 15, 2006;

     * 40% will be due and payable upon emergence; and

     * 40% will be due and payable six months after the Emergence
       Date.

To participate in the Retention Program, the Key Employees must
waive all claims for severance, whether provided by contract or
otherwise and execute a release of any claims in favor of the
Debtor.

The Debtor estimates that the total maximum cost associated with
the Retention Program for the employees, excluding the CEO, will
be $200,000 in 2005 and $2,800,000 in 2006.  The CEO Retention
Program would cost a minimum of $500,000 in 2006, assuming
emergence from bankruptcy in 2006.

                       Modifications

The approved employee retention program will incorporate these
modifications:

1. Definition of Enterprise Value

   If a plan of reorganization for the Debtor is confirmed,
   "enterprise value" will be "the higher" of:

      (a) the face value of the $125,000,000 postpetition DIP
          financing provided by certain of the holders of the
          Debtor's $350,000,000 11% Senior Secured Notes and any
          capital leases and secured financings of the Debtor,
          plus the average trading price of the Notes for the 15
          days before the effective date of the Plan; or

      (b) the face value of the post-confirmation outstanding
          debt of the Debtor, including capital leases, plus the
          average trading price for any stock issued under the
          Plan for the 15 days following the effective date of
          the Plan.

2. Retention Payment of Mark Burgess

   If Mark Burgess is offered to be retained as chief executive
   officer of the reorganized Debtor, but he declines the offer,
   the additional payments he is entitled to receive under the
   Program other than the 12-month severance payment, will be
   payable in the earlier of:

      (a) three months after he notifies the reorganized Debtor
          of his decision to decline that offer; or

      (b) his termination by the Debtor after notification.

   Mr. Burgess will notify the interested parties and the Court
   of his decision not to accept the offer and the Court will
   conduct a hearing to determine whether under the circumstances
   he is entitled to the 12-month severance payment.

   Mr. Burgess' retention payment will be $500,000, which is
   equal to 83% of his base salary, payable on the completion of
   the sale of substantially all of the Debtor's assets.

3. Date of Payment to Key Employees

   In the event of a sale of substantially all the Debtor's
   assets, all amounts due Key Employees pursuant to the
   Program, at emergence or beyond, will be paid three months
   after completion of the sale.

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: Wants Open-Ended Deadline to Decide on Leases    
-----------------------------------------------------------
Anchor Glass Container Corporation is a party to several
nonresidential real property leases throughout the United States.

The real properties include:

   1) 1555 Fairview Road
      Zanesville, Ohio

   2) 4343 Anchor Plaza Parkway
      Tampa, Florida

   3) Hazlet Sales Office
      1 Bethany Road & Route 35, Suites 74/76
      Hazlet, New Jersey

   4) St. Louis Sales Office
      7750 Clayton Road, Suite 203
      St. Louise, Missouri

   5) Cincinnati Sales Office
      8172 Mall Road, Suite 220
      Florence, Kentucky

   6) Warehouse #173
      DMI, 100 East Short Street
      Winchester, Indiana

   7) Warehouse #102
      Gateway Warehouse, 50 Kent Drive
      Cartersville, Georgia

   8) Warehouse #156
      1075 Valley Industrial Boulevard North
      Shakopee, Minnesota

   9) Salem Land Leases for property situated at:

      -- Block No. 12, Lot No. 19
         Fourth St. & Griffin St.

      -- Block No. 3, lot No. 24
         Griffin St.

      -- Block No. 3, Lot No. 22
         Griffin St.

Anchor Glass is also a party to numerous leases of public
warehouse, and several side track pipe and track leases with
various railroad companies.

In particular, the Debtor is a party to side track pipe and track
leases with:

   * CSX Transportation,
   * CSXT Transportation, Inc.,
   * JP Rail/Southern Railroad,
   * Norfolk Southern Railway Co.,
   * Southern & Florida,
   * Southern Railroad Co. of New Jersey,
   * St. Louis - San Francisco Railroad,
   * Texas & Pacific Railroad, and
   * Union Pacific Railroad

Kathleen S. McLeroy, Esq., at Carlton Fields, P.A., in Tampa,
Florida, relates that Anchor Glass is currently analyzing its
lease and executory contracts to determine which should be assumed
or rejected.  The Debtor has not completed its analysis of the
leases in light of the significant progress made in its Chapter 11
case.

For this reason, the Debtor asks the Court to further extend the
period within which it may assume or reject the real property,
railroad track and pipe, and warehouse space leases until
confirmation of a plan of reorganization.

Ms. McLeroy asserts that extending the Lease Decision Period will
assist the Debtor in its reorganization.

"The estate might be exposed to unnecessary administrative claims
if Leases are hastily assumed," Ms. McLeroy explains.

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. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: BNY Has Until January 16 To File Proof of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
The Bank of New York, as collateral agent and indenture trustee,
until Jan. 16, 2006, to file a claim on behalf of all the holders
of the 11% Senior Secured Notes.

The Bank of New York's Claim, Judge Paskay explains, is limited
exclusively for the repayment by Anchor Glass Container Corp. of
principal, interest, and other applicable fees and charges,
including a claim on unamortized premiums on or under the 11%
Senior Secured Notes.

Any Non-Debt Claim not timely filed will be barred.

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. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATKINS NUTRITIONALS: Emerges from Bankruptcy after Five Months
--------------------------------------------------------------
Atkins Nutritionals, Inc. reported that it has emerged from
bankruptcy.  The company completed its Chapter 11 reorganization
and has introduced a new business strategy that focuses on
providing great-tasting portable foods with a unique nutrition
advantage to healthy, active men and women.  This is a distinct
shift from its pre-bankruptcy strategy of educating the population
about the benefits of controlled carbohydrate nutrition.

"We are pleased to have accomplished so much in five months," said
Mark S. Rodriguez, president and chief executive officer since
June 2005.  "Our new management has streamlined operations and
built a foundation for strong financial performance, enabling us
to invest in educating consumers about the nutrition advantage of
our great-tasting Atkins Advantage(R) bars and shakes."

To support its focus on convenient, portable and nutritious food
products, ANI has reorganized into a stronger, faster and more
flexible operation and announced that it will concentrate on
strengthening consumer and customer relationships.

"We've streamlined everything to reduce cost; from our product
offerings to our supply chain," Rodriguez said. "We are developing
sophisticated insights into the needs of the Atkins Advantage
consumer, which has led to the development of higher quality,
better tasting products that have a proven nutrition advantage
versus the competition and will appeal to a much broader
audience."

ANI has improved on-time deliveries to its customers from 64% last
year to an average of 96% over the last 180 days, making it a
"best in class" supplier to key retailers.  The company has
reduced its product offering from 340 to 60 nutrition bars and
shakes.  In addition, ANI has made significant improvements to the
taste, appearance and overall quality of its Atkins Advantage
products.  This reflects a commitment to providing only high
quality, great-tasting products with a nutrition advantage versus
the competition: higher protein, fiber, vitamins and minerals, low
sugar and no trans fats.

ANI is also committed to innovation.  New Atkins Advantage Caramel
Cookie Dough and Caramel Fudge Brownie bars are currently being
introduced in the United States and have been authorized by major
retailers such as Wal-Mart, Target, Sam's Club, Walgreens, Kroger,
Publix, Safeway, GNC and Vitamin Shoppe. These products are prime
examples of the company's commitment to providing improved
quality, superior nutrition and great taste.

As part of its repositioning efforts, the company has committed
$40 million to promote Atkins Advantage and its unique nutrition
advantage.  It re-launched www.atkins.com in the fall, and broke
an exciting and compelling new advertising campaign on January 8th
in People, Newsweek, U.S. News and World Report, Business Week,
New York Times, Life, and Sports Illustrated.

As reported in the Troubled Company Reporter on Dec. 22, 2005, the
Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York confirmed, December 21, Atkins
Nutritionals, Inc.'s Amended Plan of Reorganization.

                       Amended Plan

The Amended Plan provides for a restructuring of the Debtors'
financial obligations that will result in a significant
deleveraging of the Debtors and a downsized operation to better
meet reduced market demand.

On the Effective Date of the Plan, Reorganized Atkins Holdings is
authorized to issue the New Common Stock without the need for any
further corporate action and without any further action by holders
of Claims or Equity Interests.

The New Common Stock, which will be subject to dilution by the New
Management Interests, will consist of 15 million authorized shares
of Reorganized Atkins Holdings, 10 million of which will be issued
and distributed to the holders of Allowed First Lien Claims and
Allowed Second Lien Claims pursuant to Article IV of the Plan.

The remainder of the authorized New Common Stock will be reserved
for future purposes, as determined by the Board of Reorganized
Atkins Holdings, consistent with its New Organizational Documents.

                Treatment of Claims and Interests

The Plan groups claims and interests into six classes.

Impaired claims consist of:

   1) First Lien Claims, totaling approximately $216.4 million
      will receive the Ratable Proportion of the New Tranche A
      Senior Notes and 8,400,000 shares of the New Common Stock;

   2) Second Lien Claims, totaling approximately $18 million will
      receive the Ratable Proportion of 1,600,000 shares of the
      New Common Stock and the New CVR Interests pursuant to the
      New CVR Agreement executed by the New CVR Agent;

   3) General Unsecured Claims, totaling approximately $91
      million will not receive or retain any property or interest
      in property on account of those Claims; and

   4) Old Equity Interests will be cancelled and the holders of
      Old Equity Interests will not receive or retain any
      property or interest in property on account of those
      Interests.

Unimpaired claims consist of:

   1) Priority Non-Tax Claims, totaling approximately $40,000
      will be paid in full, in cash with post-petition interest;
      and

   2) Other Secured Claims, totaling approximately $718,000 and
      at the sole option of the Debtors after consultation with
      the Pre-Petition Agent or the Reorganized Debtors will be:

      a) reinstated or be paid in full in cash, together with
         post-petition interest, or

      b) satisfied by the surrender of the underlying collateral
         or otherwise rendered unimpaired in accordance with
         Section 1124 of the Bankruptcy Code, or

      c) accorded other appropriate treatment, including deferred
         cash payments as consistent with Section 1129(b) of the
         Bankruptcy Code, or

      d) paid on other terms as the Debtors and the holders of
         Other Secured Claims may agree upon.

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

   http://www.researcharchives.com/bin/download?id=051006002916

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements under the
Atkins Advantage brand to fit the needs of all healthy, active
lifestyles.  The Company, along with Atkins Nutritionals Holdings,
Inc., Atkins Nutritionals Holdings II, Inc., and Atkins
Nutritionals (Canada) Limited, filed for chapter 11 protection on
July 31, 2005 (Bankr. S.D.N.Y. Case No. 05-15913).  Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP, represents the
Debtors in the United States, while lawyers at Osler, Hoskin &
Harcourt, LLP, represent the Debtors in Canada.  As of May 28,
2005, they listed $265.6 million in total assets and $323.2
million in total debts.


AZCO MINING: Losses Continue in Fiscal Year 2004
------------------------------------------------
Azco Mining Inc. delivered its financial results for the fiscal
year ended June 30, 2004, to the Securities and Exchange
Commission on Dec. 28, 2005.

Azco incurred a $7,809,766 net loss for the year ended June 30,
2004, versus a $6,546,504 net loss for the same period in the
prior year.  Sales increased to $167,863 in fiscal 2004 from
$55,469 in fiscal 2003 due primarily to increased sales of
mica-filled plastic pellets in fiscal 2004.  

The Company's balance sheet showed $2,490,844 in total assets at
June 30, 2004, and liabilities of $5,921,780, resulting in a
stockholders' deficit of $3,430,936.

Results for the fiscal year 2004 reflect under-capitalization of
Azco's Black Canyon mica project, which needs additional funding
in order to resume production and achieve sustained profitable
operation.  

Management says the Company requires at least $5.7 million in
order to satisfy past commitments, commence mining operations and
initiate its exploration program.  The Company is currently in
default of all of its financial obligations.

                       Recovery Plan

Management has developed a plan to place Azco on an improved
financial footing.  Important elements of the plan include:

     -- becoming compliant in the filing of our annual and
        quarterly financial statements;

     -- raising of interim funding to provide for corporate
        survival;

     -- restructuring of debt with secured creditors; and

     -- securing funding of $4 to $6 million.

                 Independent Audit Reports

Stark Winter Schenkein & Co., LLP, issued a clean and unqualified
opinion after it audited AZCO's financial statements for the
fiscal year ended June 30, 2004.  

The Company's previous accountants, Semple & Cooper, LLP, had
expressed substantial doubt about AZCO's ability to continue as a
going concern following its audit of the Company's financial
statements for the year ended June 30, 2003.  The auditing firm
pointed to the Company's recurring losses and negative cash flows
from operations.

                        About Azco

Azco Mining Inc. -- http://www.azco.com/-- is a U.S.-based mining  
and exploration enterprise with an emphasis on gold, copper and
industrial minerals.  Azco owns mineral lease rights to 90 square
miles at the Ortiz gold property in New Mexico, where previous
exploration has identified resources containing two million ounces
of gold.  Azco also owns and operates the Black Canyon mica
deposit in Arizona, which contains a large resource of mica and
by-product feldspathic sand.


BALLY TOTAL: Seeks Shareholder Support on Current Management Team
-----------------------------------------------------------------
In a letter to shareholders, Bally Total Fitness (NYSE:BFT) asked
investors to support the Company's current management team, its
turnaround strategy, and its slate of directors for election at
the January 26 shareholders meeting, which is being contested by
two hedge funds.

"The Company's results show that our turnaround is working and we
are enhancing value for shareholders," said Paul Toback, Chairman
and chief executive officer of Bally.

"After attempting for several months to reach a settlement with
Pardus and Liberation, it has become clear to Bally's Board of
Directors and management that the sole agenda of these two hedge
funds is to disrupt the Board's strategic process in favor of
their own narrow interests, rather than putting forth a plan that
would deliver value for all shareholders," Mr. Toback said.

Bally's Board of Directors has retained two highly qualified
advisors -- J.P. Morgan Securities Inc. and The Blackstone Group
-- to run a fair and transparent strategic process to address the
Company's capital structure issues.  In order to keep the process
beyond reproach, Bally's management has made it clear it has no
intention of putting together a proposal to purchase the Company
and has committed not to align itself with any bidder in the
process until a winning bidder has been chosen.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2005,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Bally Total Fitness Holding Corp. to developing
from negative.  The corporate credit rating remains at 'CCC'.

Bally's ratings were originally placed on CreditWatch on
Aug. 8, 2005, following the commencement of a 10-day period after
which an event of default would have occurred under the Company's
$275 million secured credit agreement's cross-default provision
and the debt would have become immediately due and payable.
Subsequently, Bally entered into a consent with lenders to extend
the 10-day period until Aug. 31, 2005.  Prior to Aug. 31, the
company received consents from its bondholders extending its
waiver of default to Nov. 30, 2005.


BRADLEY PHARMACEUTICALS: Defaults Under $110 Mil. Credit Facility
-----------------------------------------------------------------
Bradley Pharmaceuticals, Inc. (NYSE: BDY) received, as
anticipated, a notice of default from the Administrative Agent
under the Company's $110 million Amended and Restated Credit
Agreement.

The notice advised the Company that an event of default exists as
a result of the Company's failure to furnish, by Dec. 31, 2005,
audited financial statements for the year ended Dec. 31, 2004, and
that amounts owing under the Credit Agreement would bear interest
from Jan. 1, 2006, payable on demand, at a per annum rate 2%
greater than the rate which would otherwise be applicable until
such time as the event of default is waived or the requisite
lenders decide (in their sole discretion) to no longer charge such
increased rate of interest.

This notice also advised the Company that the Administrative Agent
and lenders reserve all of their respective rights and remedies
arising as a result of this event of default or any other default
or event of default, which rights and remedies could include
termination of the loan commitments and declaration that all loans
and other amounts owing under the Credit Agreement are immediately
due and payable.

As previously announced, the Company currently anticipates filing,
by Jan. 31, 2006, its Annual Report on Form 10-K for the year
ended Dec. 31, 2004, which will contain the audited financial
statements for 2004 required under the Credit Agreement.

Bradley Pharmaceuticals, Inc. (NYSE: BDY) --  
http://www.bradpharm.com/-- was founded in 1985 as a specialty    
pharmaceutical company marketing to niche physician specialties in
the U.S. and 38 international markets.  Bradley's success is based
on the strategy of Acquire, Enhance and Grow.  Bradley Acquires
non-strategic brands, Enhances these brands with line extensions
and improved formulations and Grows the products through
promotion, advertising and selling activities to optimize life
cycle management.  Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in topical therapies for dermatology
and podiatry, and Kenwood Therapeutics, providing
gastroenterology, respiratory and other internal medicine brands.


BRILLIANT DIGITAL: One-for-Ten Reverse Stock Split Takes Effect
---------------------------------------------------------------
Brilliant Digital Entertainment, Inc.'s one-for-ten reverse split
of its issued and outstanding common stock took effect on Dec. 30,
2005, through the filing with, and acceptance by, the Delaware
Secretary of State, of a Certificate of Amendment of Amended and
Restated Certificate of Incorporation.  The issued and outstanding
shares of the Company's common stock were converted into the right
to receive one share of common stock for each ten shares
previously held.  

The Company will not issue fractional shares in connection with
the reverse stock split.  Holders of common stock prior to the
reverse stock split who would otherwise be entitled to a fraction
of a share on account of the reverse stock split will receive, in
lieu of the fractional share, one whole share of common stock.

On January 3, 2006, the reverse stock split took effect with the
NASDAQ Stock Market and the Company's common stock, on a post-
reverse stock split basis, began trading on the Over The Counter
Bulletin Board under its new trading symbol "BDLN."

Through its Altnet, Inc., subsidiary, Brilliant Digital
Entertainment, Inc. -- http://www.brilliantdigital.com/--   
operates a peer-to-peer-based content distribution network that
allows the secure and efficient distribution of a content owner's
music, video, software and other digital files to computer users
via the Internet.

                         *     *     *

                      Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about
Brilliant Digital's ability to continue as a going concern
after it audited the Company's financial statements for the
year ended Dec. 31, 2004.  The auditing firm pointed to the
Company's losses and working capital deficiency.


CALPINE CORP: Procedures for Equity Trading Established
-------------------------------------------------------          
Calpine Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to
establish notice and hearing procedures that must be satisfied
before certain transfers of equity securities or interests in
Calpine are deemed effective.

Richard M. Cieri, Esq., at Kirkland and Ellis, LLP, at New York,
explains that if no trading restrictions are imposed, the
transfers could severely limit or even eliminate the Debtors'
ability to use valuable tax attributes and could lead to major
negative consequences for the Debtors, their estates and the
overall reorganization process.

The Debtors have recently incurred, and are currently incurring,
significant net operating losses.  The Debtors' tax attributes
include NOL carryforwards of at least $3,800,000,000 and other
tax credits, consisting primary of energy and other business
credits, of at least $46,000,000.

According to Mr. Cieri, the Tax Attributes are of significant
value to the Debtors and their estates because the Debtors can
carry forward their NOLs to offset their future taxable income
for up to 20 taxable years, thereby reducing their future
aggregate tax obligations and freeing up funds to meet working
capital requirements and service debt.  The NOLs may also be
utilized by the Debtors to offset any taxable income generated by
transactions completed during the Chapter 11 cases.

Mr. Cieri contends that unrestricted trading of Calpine equity
securities could adversely affect the Debtors' Tax Attributes if
too many 5% or greater blocks of equity securities are created or
too many shares are added to or sold from the blocks such that,
together with previous trading by 5% shareholders during the
preceding three-year period, an ownership change is triggered
prior to emergence and outside the context of a confirmed Chapter
11 plan of reorganization.

The Debtors' proposed procedures would enable them to closely
monitor certain transfers of Calpine equity securities so as to
be in a position to act expeditiously to prevent transfers, if
necessary, with the purpose of preserving the Tax Attributes.  
The Debtors want the Procedures approved as soon as possible to
preserve the status quo.

The Equity Trading Procedures provide that:

   (i) Any person or entity who currently is or becomes a   
       Substantial Shareholder must file with the Court, and
       serve upon the Debtors and their counsel, a notice of the
       status 40 days after approval of the Debtors' request or
       10 days after becoming a Substantial Shareholder.

  (ii) Prior to effectuating any transfer of equity securities
       that would result in a change in the amount of Calpine's
       common stock beneficially owned by a Substantial      
       Shareholder or would result in a person or entity becoming
       or ceasing to be a Substantial Shareholder, the person or
       entity must file with the Court, and serve on the Debtors
       and their attorneys, an advance written notice of the
       intended transfer of equity securities.

(iii) The Debtors would have 30 calendar days after receipt of
       a Notice of Proposed Transfer to file with the Court and
       serve on the Substantial Shareholder an objection on the
       grounds that the transfer might adversely affect the
       Debtor' ability to utilize their Tax Attributes.  If the
       Debtors file an objection, the transaction would not be
       effective unless approved by a final and non-appealable
       Court order.  If the Debtors do not object within the
       30-day period, the transaction could proceed solely as set
       forth in the Notice of Proposed Transfer.  Further
       transactions within the scope must be the subject of
       additional notices as set forth, with an additional 30-day
       waiting period.

  (iv) A "Substantial Shareholder" will be any person or entity
       which beneficially owns at least 25,600,000 shares --
       representing approximately 4.5% of all issued and
       outstanding shares -- of the common stock of Calpine.

   (v) "Beneficial ownership" of equity securities includes
       direct and indirect ownership -- a holding company would
       be considered to beneficially own all shares owned or
       acquired by its subsidiaries -- ownership by that holder's
       family members and persons acting in concert with the
       holder to make a coordinated acquisition of stock, and
       ownership of shares which the holder has an option to
       acquire.

   (vi) An "option" to acquire stock includes any contingent
       purchase, warrant, convertible debt, put, stock subject to
       risk of forfeiture, contract to acquire stock, or similar
       interest, regardless of whether it is contingent or
       otherwise not currently exercisable.

(vii) The Debtors may waive, in writing and in their sole and
       absolute discretion, any and all restrictions, stays and
       notification procedures.

Mr. Cieri relates that the ability of a company to use its NOLs
and certain other tax attributes to reduce future taxes is
subject to certain limitations contained in 26 U.S.C. Section
382.  As a general matter, if a corporation undergoes a change of
ownership, Section 382 limits the corporation's ability to use
its NOLs and certain other tax attributes to offset future
income.

Under Section 382, a change of ownership occurs where the
percentage of a company's equity held by one or more 5%
shareholders increases by more than 50 percentage points over the
lowest percentage of stock owned by the shareholders at any time
during a three-year rolling testing period.

The general purpose of Section 382 is to prevent a company with
taxable income from reducing its tax obligations by acquiring
control of a company with built-in tax losses.  To achieve this
objective, Section 382 limits the amount of taxable income that
can be offset by a pre-change loss to the long-term tax exempt
bond rate -- as published by the U.S. Department of the Treasury
-- as of the change-of-control date multiplied by the value of
the stock of the loss corporation immediately before the
ownership change.  Built-in losses recognized during the five-
year period after the change date are subject to similar annual
limitations.

Mr. Cieri clarifies that the Debtors' request does not prohibit
the trading in Calpine stock.  The Procedures will aid the
Debtors in monitoring those types of stock trading that would
pose a serious risk under Section 382 of the ownership change
test, so as to preserve the Debtors' ability to seek substantive
relief if it appears that a proposed trade will jeopardize the
use of their Tax Attributes.

                         *     *     *

The Honorable Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York grants the Debtors' request in its
entirety.  Any purchase, sale, or other transfer of Calpine equity
securities in violation of the procedures will be null and void ab
initio as an act in violation of the automatic stay under Sections
362 and 105(a) of the Bankruptcy Code.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Gets Interim Order to Restrict Utility Companies
--------------------------------------------------------------          
Calpine Corporation and its debtor-affiliates obtain gas, water,
sewer, electric, telephone and other similar utility services
provided by more than 350 utility companies in connection with the
operation of their businesses and management of their properties.  
The Debtors pay the Utility Providers, on average, approximately
$34,000,000 per month for services rendered.

Section 366(a) of the Bankruptcy Code prevents utility companies
from discontinuing, altering or refusing service to a debtor
during the first 20 days of a bankruptcy case.  However, 30 days
from the Petition Date, a utility company has the option of
terminating its services, pursuant to Section 366(c)(2) if a
debtor has not furnished adequate assurance of payment.

Uninterrupted utility services are essential to ongoing
operations and to the success of the Debtors' reorganization,
Richard M. Cieri, Esq., at Kirkland and Ellis, LLP, in New York,
tells the Honorable Burton R. Lifland of the U.S. Bankruptcy Court
for the Southern District of New York.  Should the Utility
Providers refuse or discontinue service, even briefly, Calpine
Corporation's business operations would be severely disrupted,
jeopardizing the Debtors' reorganization efforts.

At the Debtors' request, Judge Lifland finds that their Utility
Providers have been provided with adequate assurance of payment
within the meaning of Section 366.

On an interim basis, Judge Lifland rules that:

   (A) Absent compliance, the Utility Providers are forbidden to
       discontinue, alter or refuse service on account of any
       unpaid prepetition charges, or require additional adequate
       assurance of payment other than the adequate assurance
       offer by the Debtors.

   (B) Any Utility Provider desiring additional assurances of
       payment in the form of deposits, prepayments or otherwise
       must serve a request to the Debtors and their counsel.

   (C) Any Additional Assurance Request must:

          (i) be made in writing;

         (ii) set forth the location for which utility services
              are provided;

        (iii) include a summary of the Debtors' payment history
              relevant to the affected accounts, including any
              security deposits; and

         (iv) set forth why the Utility Provider believes the
              Proposed Adequate Assurance is not sufficient of
              future payment.

   (D) Upon the Debtors' receipt of any Additional Assurance
       Request, the Debtors will have 14 days from the receipt
       of the request or 30 days from the Petition Date to
       negotiate and resolve the request for additional
       assurance of payment.

   (E) The Debtors may resolve any Additional Assurance Request
       by mutual agreement with the Utility Provider and provide
       it with additional adequate assurance of future payment
       without further Court order if the Debtors believe
       additional assurance is reasonable.

   (F) If the Debtors determine that the Additional Assurance
       Request is not reasonable and are not able to reach an
       alternative resolution with the Utility Provider during
       the Resolution Period, the Debtors may ask the Court to
       determine the adequacy of assurances of payment with
       respect to a particular Utility Provider.

   (G) Pending resolution of any Determination Hearing, the
       particular Utility Provider will be restrained from
       discontinuing, altering, or refusing service to the
       Debtors on account of unpaid charges for prepetition
       services or on account of any objections to the Proposed
       Adequate Assurance.

Mr. Cieri tells Judge Lifland that the Debtors fully intend to
pay all postpetition obligations owed to the Utility Providers in
a timely manner.  The Debtors expect that unencumbered cash and
borrowings under the Debtors' proposed postpetition credit
facility will be more than sufficient to pay all postpetition
utility obligations.

Furthermore, Mr. Cieri says the Debtors propose to provide a
deposit equal to two weeks of utility service to any Utility
Provider who requests a deposit in writing provided that the
requesting Provider does not already hold a deposit equal to or
greater than two weeks of services and is not currently paid in
advance for its services.

The Court also rules that all Utility Providers who do not timely
file an objection to the Adequate Assurance Procedures are deemed
to consent to the Procedures and be bound by the Procedures.  The
sole recourse of all Utility Providers who do not timely file a
Procedure Objection will be to submit an Additional Assurance
Request, and will be enjoined from ceasing performance pending
any Determination Hearing that may be conducted pursuant to the
Adequate Assurance Procedures.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Continue Hiring Ordinary Course Profs.
-------------------------------------------------------------          
Calpine Corporation and its debtor-affiliates customarily retain
the services of professionals to represent them in matters arising
in the ordinary course of their businesses, unrelated to their
Chapter 11 cases, including energy, regulatory, tax, insurance and
litigation matters.

A full-text copy of Calpine's ordinary course professionals is
available for free at http://researcharchives.com/t/s?43c

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to continue to employ
the OCPs postpetition without the necessity of each OCP filing a
formal application for employment and compensation pursuant to
Sections 327, 328, and 330 of the Bankruptcy Code.

Due to the number and geographic diversity of the OCPs they
regularly retained, the Debtors explain that it would be unwieldy
and burdensome to both the Debtors and the Court to require each
OCP to apply separately for approval of its employment and
compensation.  Additionally, the Debtors do not believe that
Section 327 requires such approval.

The Debtors propose to employ the OCPs, effective as of the
Petition Date, on terms substantially similar to those in effect
prior to the Petition Date.  The Debtors represent that:

   -- they wish to employ the OCPs as necessary for the day-to-
      day operations of their businesses;

   -- expenses for the OCPs will be kept to a minimum; and

   -- the OCPs will not perform substantial services relating to
      bankruptcy matters without the Court's permission.

Certain of the OCPs may hold unsecured claims against the
Debtors.  The Debtors do not believe, however, that any of the
OCPs have an interest materially adverse to them, their estates,
creditors or shareholders.

According to Richard Cieri, Esq., at Kirkland & Ellis LLP, in New
York, the Debtors will continue to require the services of the
OCPs to enable them to continue normal business activities that
are essential to their stabilization and reorganization efforts.

The Debtors also ask the Court to approve these procedures for
the retention and compensation of the OCPs:

   (a) The Debtors will be authorized to pay 100% of fees and
       disbursements to each of the OCPs retained by the Debtors
       after submission of an Affidavit of Disinterestedness and
       an invoice detailing the nature of the services rendered
       after the Petition Date, provided that the Fees do not
       exceed $50,000 per month or exceed an aggregate of
       $500,000 per OCP.  The Debtors reserve the right, without
       prejudice, to seek approval from the Court of an increase
       of the Aggregate Cap, in their sole discretion.

   (b) Any payments made in excess of the fee cap to any OCP
       will be subject to prior Court approval.

   (c) Commencing on March 31, 2006, and on each March 31,
       June 30, September 30, and December 31 of every year
       thereafter in which these Chapter 11 cases are pending,
       the Debtors will file with the Court and serve on the
       trustees and counsels involved a statement with respect
       to the immediately preceding quarter relating the
       necessary OCP information.

   (d) Each OCP will file with the Court and serve the Notice
       Parties an affidavit of disinterestedness at least 14 days
       prior to submitting an initial invoice to the Debtors.

   (e) The Notice Parties will have 10 days after the receipt
       of each OCP's Affidavit of Disinterestedness to object to
       the retention of the OCP.  The objecting party will
       serve any objections upon the Notice Parties and the
       OCP on or before the Objection Deadline.

       If any objection cannot be resolved within 10 days of its
       receipt, the parties will ask the Court to rule on the
       issue.

       If no objection is received from any of the Notice Parties
       by the deadline with respect to any OCP, the Debtors will
       be authorized as a final matter to retain and pay OCPs to
       whom an objection was not filed.

   (f) The Debtors reserve the right to supplement the list of
       OCPs, in their sole discretion as necessary to add or
       remove OCPs without the need for any further hearing and
       to file individual retention applications for each.  In
       this event, the Debtors propose to file a notice with the
       Court listing the additional OCPs that the Debtors intend
       to employ and serve notice to the Notice Parties.  The
       Debtors propose that if no objections are filed to any
       OCP within 10 days after service of the OCP Notice, then
       the retention will be deemed approved by the Court without
       the necessity of a hearing or further order.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CAMINOSOFT CORP: Posts $770,409 Net Loss in Fiscal Year 2005
------------------------------------------------------------
CaminoSoft Corp. (OTCBB:CMSF) incurred a $770,409 net loss for the
fiscal year ended Sept. 30, 2005, in contrast to a $2,144,075 net
loss reported in the prior year.  

In fiscal year 2005, the Company reported record sales, reflecting
the benefits of a multi-year strategic turnaround plan and a focus
on leveraging licensing and OEM partnerships.  Net sales in fiscal
year 2005 doubled to $2.6 million from $1.3 million in fiscal
2004.

"Results for the year reflect strong sales increases of the
company's Managed Server HSM software products - underscoring
steadily growing industry demand for storage capacity and a
corresponding requirement to economically and effectively manage
data," said Stephen W. Crosson, chief financial officer and chief
operating officer.

At Sept. 30, 2005, CaminoSoft's balance sheet showed $1,803,215 in
total assets and liabilities of $3,941,144, resulting in a
stockholders' deficit of $2,137,929.  The Company had an operating
cash flow deficit of $187,113 for the year ended Sept. 30, 2005.

               Change in Independent Auditor

On Oct. 25, 2005 the Audit Committee of the Company's Board of
Directors dismissed BDO Seidman, LLP, as its independent
accountants and  engaged Weinberg & Company, P.A. to serve as the
Company's independent accountants to audit its financial
statements for the fiscal year ended Sept. 30, 2005.

BDO Seidman had issued a "going concern" paragraph in its
Auditors' Report for the Company's 2004 fiscal year end, saying
that the Company had suffered recurring losses from operations and
had a net capital deficiency.  Weinberg & Company issued  a clean
and unqualified opinion after it audited the Company's financial
statements for the fiscal year ended Sept. 30, 2005.

                       Maturity Extension

The Company negotiated an extension of its convertible debenture
with BFS US Special Opportunities Trust PLC.  The debenture has a
total principal balance of $1,750,000.   

Pursuant to a Renewal and Modification Agreement dated Oct. 28,
2005, the lender agreed to extend the maturity date of the two 6%
Convertible Debentures to May 27, 2007.  In consideration of the
extension, the Company agreed to grant to the lender a five-year
warrant to purchase 175,000 shares of Company Common Stock at an
exercise price of $1.14 per share.  The $166,093 estimated value
of the warrant will be recorded on the Company's financial
statements as debt discount and will be amortized over the term of
the extension.

                     About CaminoSoft

CaminoSoft Corporation - http://www.caminosoft.com/-- is a  
developer and manufacturer of software solutions that address the
storage, management, and safeguarding of vast quantities of data
generated in a wide range of businesses and applications.  The
company's Information Lifecycle Management solutions for Microsoft
Windows(tm) 2000/2003 and Novell NetWare(tm) & GroupWise
environments include comprehensive administrative policies that
allow organizations to reclaim storage resources, dramatically
reduce backup and recovery time, control file retention, and
achieve regulatory compliance.


CELERO TECHNOLOGY: Wants Until Feb. 20 to File Chapter 11 Plan
--------------------------------------------------------------
Celero Technologies, Inc., fka Sim Training Holdings, Inc., asks
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to extend until Feb. 20, 2006, its exclusive right to file a
chapter 11 plan.  The Debtor also wants its exclusive solicitation
period extended through Apr. 20, 2006.

The Debtor tells the Court that it has been active and diligent in
resolving important issues affecting its reorganization.  The
steps taken include:

  (a) formulating a proposed plan of reorganization and disclosure
      statement, which the Debtor anticipates filing very shortly;

  (b) extensively negotiating and ultimately litigating disputes
      arising from the prepetition sale of assets to Strategic
      Management Group, Inc.;

  (c) ultimately reaching, and receiving Bankruptcy Court approval
      of, a consensual resolution of these disputes;

  (d) working with its largest customer, Verizon, to encourage
      Verizon to exercise its option to expand its license rights
      to use the Debtor's SimShop(R) technology for a $1,500,000
      fee;

  (e) pursuing potential opportunities to sell the company in the
      event that Verizon elects not to exercise its option;

  (f) obtaining a stay of fraudulent conveyance actions commenced
      prepetition by SMG Real Estate Company in order to preserve
      the actions for potential recovery by the estate;

  (g) negotiating with its former landlord, SMG Real Estate
      Company, with respect to the disposition of certain assets
      left in the Debtor's former office space, and reaching a
      consensual resolution as to the disposition of those assets;

  (h) identifying and rejecting burdensome executory contracts,
      including its lease with SMG Real Estate Company and
      numerous personal property leases and vendor contracts;

  (i) identifying potential causes of action to recover accounts
      receivable and commencing those actions; and

  (j) setting a bar date for filing proofs of claim.

Amy E. Vulpio, Esq., at White and Williams LLP, tells the Court
that the extension will allow the Debtor to pursue alternative
strategies in the event Verizon elects not to exercise the option,
and to address other unforeseen contingencies that may arise.

The Court will convene a hearing on Jan. 23, 2006, at 9:30 a.m.,
to consider the Debtor's request.

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.


COIN BUILDERS: Wants Court to Approve Wood County Bank L/C
----------------------------------------------------------
Coin Builders, LLC, asks the U.S. Bankruptcy Court for the Western
District of Wisconsin for authority to obtain a letter of credit
from the Wood County National Bank to secure additional inventory
from one of its suppliers, Upper Deck.

The Debtor distributes and sells collectible items.  These
collectibles are purchased from various manufacturers, including,
Upper Deck.

Upper Deck can draw upon the letter of credit of up to $250,000 in
case the Debtor defaults on its payment.

The Bank's issuance of the letter of credit is secured by a first
priority security interest in the Debtor's postpetition inventory,
deposits and receivables.  In addition, the Debtor will be paying
$20,000 monthly adequate protection payments beginning March 3,
2006.

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC -
- http://www.coinbuilders.net/-- has four subsidiaries that  
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million to $10
million and debts between $10 million to $50 million.


COMDIAL CORP: May Remove Civil Actions Until February 21
--------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave CMDL Corporation and its debtor-
affiliates until Feb. 21, 2006, to remove claims or civil causes
of action pursuant to Bankruptcy Rule 9027(a)(2)(A) and Section
1452 of the Judiciary Code.

                      Name Change

Comdial changed its corporate name in November 2005 to CMDL
Corporation following the sale of substantially all of its assets
to Vertical Communications.  As previously reported, the sale
required Vertical to provide consideration to creditors and assume
liabilities of approximately $20 million.

Headquartered in Sarasota, Florida, Comdial Corporation, nka CMDL
Corporation -- http://www.comdial.com/-- and its affiliates  
develop and market  sophisticated communications products and
advanced phone systems for small and medium-sized enterprises.  
The Company and its debtor-affiliates filed for chapter 11
protection on May 26, 2005 (Bankr. D. Del. Case No. 05-11492).
Jason M. Madron, Esq., and John Henry Knight, 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 total assets of $30,379,000 and total
debts of $35,420,000.


COMDIAL CORP: Wants to Terminate Pension Program
------------------------------------------------
Comdial Corporation, nka CMDL Corporation, asks the U.S.
Bankruptcy Court for the District of Delaware to approve the
distress termination of the Comdial Corporation Employees
Retirement Plan.

Comdial and its debtor-affiliates want to terminate the pension
plan because they have ceased all business operations following
the sale of substantially all of their assets to Vertical
Communications.

The Comdial pension plan covers the employees hired prior to
September 2000.  The pension plan was frozen in September 2000 and
the Debtor has not made any plan contributions since that time.

In the first quarter of 2005, the Debtor's actuary at New England
Financial reported that the pension plan had an underfunded,
unrecognized actuarial loss of $9,625,000 at Dec. 31, 2004.  As of
June 30, 2005, the pension plan had $20,006,372 in assets and
1,150 participants.

Headquartered in Sarasota, Florida, Comdial Corporation, nka CMDL
Corporation, -- http://www.comdial.com/-- and its affiliates  
develop and market sophisticated communications products and
advanced phone systems for small and medium-sized enterprises.  
The Company and its debtor-affiliates filed for chapter 11
protection on May 26, 2005 (Bankr. D. Del. Case No. 05-11492).  
Jason M. Madron, Esq., and John Henry Knight, 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 total assets of $30,379,000 and total
debts of $35,420,000.


CONSTELLATION BRANDS: Earns $123.6M of Net Income in Third Quarter
------------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), reported net
sales of $1.3 billion for the third quarter of fiscal 2006, up
17% over the prior year, including a negative two percent impact
from currency, or 19% on a constant currency basis.  Net sales for
the third quarter of fiscal 2006 included $129 million in sales of
brands from the December 2004 acquisition of The Robert Mondavi
Corporation and $10.7 million from sales of Ruffino brands which
the company began distributing in the United States in February
2005.  Excluding Robert Mondavi and Ruffino brands and the impact
of currency, net sales grew six percent.

"Outstanding performance by our imported beer and branded wine
businesses, together with the addition of the Robert Mondavi
brands, fueled excellent top-line growth and strong margin
expansion for the quarter," stated Richard Sands, Constellation
Brands chairman and chief executive officer.  "Our branded
products in the beer, wine and spirits categories continue to
drive our long-term growth and profitability.  Exclusive of the
Robert Mondavi and Ruffino portfolios, our branded product net
sales grew seven percent, including a negative one percent impact
from currency, or nine percent on a constant currency basis."

Operating income, as reported under generally accepted accounting
principles, totaled $221.4 million, for the third quarter, or
17.5% of net sales, compared with $181.7 million or 16.7% of net
sales for the third quarter of fiscal 2005.  Reported net income
for the third quarter increased 12 percent to $109 million, while
reported diluted earnings per share for the third quarter totaled
$0.46 an increase of 10 percent over the same period the year
before.  Equity in earnings of equity method investees increased
for the quarter, primarily due to the company's 50 percent
investment in Opus One, which the company obtained in connection
with its acquisition of Robert Mondavi.

Third quarter fiscal 2006 and 2005 reported results include
acquisition-related integration costs, restructuring and related
charges and unusual items.  Net income and diluted earnings per
share, on a comparable basis, exclude these costs, charges and
items.  Third quarter operating income, on a comparable basis, was
$242.4 million or 19.1% of net sales, compared with $185.2 million
or 17.1% for the prior year period.  On a comparable basis, third
quarter net income and diluted earnings per share increased 25% to
$123.6 million and 24% to $0.52.

                   Constellation Wines Results

For the third quarter fiscal 2006, Constellation Wines' net sales
totaled $917.7 million, up 19%, including a negative three percent
impact from currency.

Branded wine net sales increased 32 percent to reach
$672.2 million, driven by the Robert Mondavi and Ruffino brands
and five percent growth in the base business.  Currency had a
negative two percent impact on net sales for the quarter.
Excluding the Robert Mondavi and Ruffino brands and the impact of
currency, branded wine net sales increased six percent.

Net sales of branded wine in the United States increased 50
percent, primarily driven by the addition of Robert Mondavi and
Ruffino brands.  "Since they became part of our portfolio, we have
been extremely pleased with the marketplace performance of these
premium wine brands," explained Mr. Sands.  "Constellation's new
products, including Monkey Bay, Twin Fin and 3 Blind Moose
continue to gain momentum in the marketplace and contribute to the
company's growth.  The success of these product introductions is
the result of our extensive consumer insight, combined with our
strong route-to-market capabilities."

"We are also gratified by the results we've been able to achieve
recently in Europe, especially given the intensely competitive and
challenging market conditions in the U.K.," explained Mr. Sands.
"Constellation leveraged its leadership position and relationships
with U.K. retailers to gain key placement, promotion and
advertising of our brands as we headed into the always important
holiday season."  

Branded wine net sales in Europe increased four percent, including
a six percent negative impact from currency, or 10% on a constant
currency basis, primarily due to volume gains.  Branded wine net
sales in Australasia were up seven percent, including a one
percent negative impact from currency, or nine percent on a
constant currency basis.

Wholesale and other net sales decreased seven percent for the
third quarter, including a five percent negative impact from
currency, or a decrease of two percent on a constant currency
basis.  The U.K. wholesale business was down slightly as the U.K.
on-premise market conditions continue to be challenging.

Constellation Wines' operating income for the quarter totaled
$184.4 million, a 44% increase over the third quarter of fiscal
2005.  Segment operating margin for the quarter was 20.1% compared
with 16.5 percent for the prior year quarter, reflecting the
benefit of improved sales mix, due in part to the addition of the
Robert Mondavi portfolio and improved pricing in the U.S. popular
wine portfolio.

             Constellation Beers and Spirits Results

Net sales for Constellation Beers and Spirits for the third
quarter fiscal 2006 reached $349.4 million, a 12% increase over
the prior year period.  Imported beers posted a 16% increase in
net sales for the quarter due to strong volume growth of the
company's Mexican beers portfolio.

"Our beer business continues to benefit from category growth,
market share gains driven by increasing consumer demand, in
addition to expanded distribution for our portfolio," stated Mr.
Sands.  The company also noted the signing of an extension of its
import agreement with Tsingtao through the end of calendar 2011.
Constellation's Barton Beers has imported Tsingtao since 1978.

Total spirits net sales for the third quarter increased one
percent reflecting slight increases in branded spirits as well as
contract production services.  Premium products such as Chi-Chi's
pre-mixed cocktails and the 99 line of flavored Schnapps continue
to grow and gain momentum in the marketplace.  Constellation
continues to maintain its leadership position in value-priced
spirits, and is aggressively pursuing opportunities to expand its
premium spirits offerings.

"In October 2005, we acquired Cocktails by Jenn, a premium
ready-to-drink vodka martini brand marketed primarily to women,"
said Mr. Sands. "Similar to Effen Vodka and Meukow Cognac,
Cocktails by Jenn adds another innovative premium brand, in a
growing category, to our expanding premium spirits portfolio."

Operating income for Constellation Beers and Spirits totaled
$73.3 million for the third quarter, an increase of three percent
over the prior year.  Segment operating margin for the quarter was
21.0 percent compared with 22.9% for the prior year quarter,
primarily due to mix and higher transportation costs for the
quarter.

                Pro Forma Branded Wine Net Sales

Pro forma branded wine net sales for the quarter, which include
$138.3 million of sales from Robert Mondavi for the prior year
third quarter, increased four percent, including a negative one
percent impact from currency, or five percent on a constant
currency basis.  Prior year Robert Mondavi branded wine net sales
include $11.2 million of sales for brands that were subsequently
disposed.  Excluding the $11.2 million of net sales of disposed
brands, pro forma branded wine net sales increased six percent,
including a negative one percent impact from currency, or seven
percent on a constant currency basis.

Depletion trends for Woodbridge and Robert Mondavi Private
Selection were positive for the third quarter and fiscal
year-to-date periods and were in-line with the company's growth
expectations for these key brands.

                             Summary

"The growth of our base business was solid in our third quarter of
fiscal 2006, and to a great degree we were able to mitigate the
impact of natural disasters and higher energy and raw material
costs, factors that were largely beyond our control," said Mr.
Sands.  "Constellation Brands people around the world remain
focused on growing our business to create more shareholder value."  

                             Outlook

Full-year guidance includes the following assumptions:

   -- consolidated net sales growth in the mid-teens, including
      the benefit of 10 additional months of Robert Mondavi;

   -- interest expense in the range of $190-$195 million;

   -- tax rate of approximately 33% on a reported basis, which
      includes a benefit of three percent as a result of
      adjustments to income tax accruals in connection with the
      completion of various income tax examinations, and
      approximately 36% on a comparable basis, which excludes
      three percent benefit;

   -- approximately 240 million weighted average diluted shares;

   -- cash provided by operating activities in the range of
      $380 to $400 million;

   -- capital expenditures to approximate $140 million;

   -- debt of approximately $2.9 billion at Feb. 28, 2006; and

   -- reported and comparable basis diluted earnings per share
      include approximately $4 million of expenses associated with
      the company's tender offer for Vincor International Inc., to
      be recognized in the fourth quarter of fiscal year 2006.

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $4.1 billion senior secured
credit facilities.

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s proposed $1.2 billion senior secured
credit facility, proceeds of which are to be used to finance the
potential purchase of Vincor International Inc. -- no debt rated
by Moody's -- for approximately $1.2 billion.

Moody's assigned these ratings:

   * (P)Ba2 for the proposed $1.2 billion incremental senior
     secured credit facility consisting of:

     -- a $300 million tranche A2 term loan, maturing in 2010, and
     -- a $900 million tranche C term loan, maturing in 2012

These ratings were confirmed:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

The ratings outlook is changed to negative from stable.

The Speculative Grade Liquidity rating is SGL-2.


CORNERSTONE PRODUCTS: Inks Settlement Covenant with First United
----------------------------------------------------------------
Cornerstone Products, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas, Sherman Division, to approve its
settlement agreement with First United Bank & Trust Company and
First United Venture Capital Corporation.

                      Nature of Dispute

The Banks hold an aggregate approximate $8,694,930 in claims
against Cornerstone.  These claims are secured by valid and
perfected prepetition liens.

Cornerstone asserted that the Banks don't have liens on
postpetition inventory and accounts between July 5, 2005, and
Nov. 10, 2005, because they didn't receive replacement liens until
Nov. 10, 2005.

The Banks also assert liens on Cornerstone's action against some
of its molders and resin suppliers.

                    Settlement Agreement

To avoid incurring further litigation costs, the Debtor and the
Banks agree to a consensual settlement pact.  

In summary, the Agreement provides for the Debtor to file a plan
of liquidation which will form a Creditors' Trust.  The Banks'
claims will be paid and the automatic stay will be lifted to allow
for the liquidation of the Banks' collateral.  The Banks will also
receive whatever's left from the sale of the inventory and
receivables after the estate gets $425,000.

Headquartered in Plano, Texas, Cornerstone Products, Inc.
-- http://www.cornerstoneproducts.com/-- manufactures custom  
injection molded plastic products.  The Company filed for chapter
11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No. 05-
43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CORONET FOODS: Plan's Confirmation Pending Settlement with Sheetz
-----------------------------------------------------------------
On Dec. 28, 2005, the U.S. Bankruptcy Court for the Northern
District of West Virginia commenced a confirmation hearing of
Coronet Foods Inc. and its affiliate's Joint Plan of Liquidation.  

Sheetz, Inc., an unsecured creditor of the estates holding an $11
million contingent, unliquidated claim, objected to the
confirmation of the Debtors' Plan.

Sheetz and the Debtors were defendants in several personal injury
lawsuits arising out of a purported Salmonella outbreak in July
2004.  The Pennsylvania Dept. of Health concluded that certain raw
sliced Roma tomatoes, exclusively supplied by Coronet to Sheetz,
were the primary source of the bacteria.  Sheetz made crossclaims
against Coronet for its business losses as a result of the
Salmonella outbreak.

Sheetz's substantial claims made it the largest creditor in the
Debtors' bankruptcy proceedings.  Sheetz claims that it was never
invited to attend any meetings of the Official Committee of
Unsecured Creditors nor was it offered any information about the
progress of the bankruptcy cases.  In fact, Sheetz says,
information about the Committee's discussions and negotiations
with the Debtors' sole shareholder, Howard W. Long and his created
or controlled entities, was kept from Sheetz despite its numerous
requests.

Sheetz recalls that the Court approved a Settlement and Plan
Funding Agreement between the Committee and the Long entities,
dated Oct. 18, 2005.  The settlement was approved despite Sheetz's
objection that it knew nothing about the Long entities.  

The Court approved the Debtors' Disclosure Statement on Dec. 1,
2005.  Sheetz laments that again, its objections concerning the
Settlement and the Long entities were overruled.  The Settlement,
the terms of which not provided in the Disclosure Statement, will
release the Long entities from creditors' actions in exchange for
a $1.5 million payment.

During the confirmation hearing, Sheetz raised five points against
the Plan:

   * the proposed releases of non-debtor parties are improper;

   * the crucial determination of the amount of Sheetz' claims
     has not been made;

   * the Plan is not eligible for a cramdown;

   * the Plan impairs Sheetz's rights against third parties; and

   * the Plan has not been filed in good faith.

Sheetz says that settlements with third parties don't normally
become major problems when they don't adversely impact the rights
of unsecured creditors.  However in the Debtors' cases, the terms
of the Settlement directly and severely impact the rights of all
unsecured creditors, Sheetz contends.  

The entire process, Sheetz asserts, reeks of deceptiveness.

For these reasons, the Plan was not confirmed pending a resolution
of Sheetz's complaints.

A full-text copy of the Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060109234559

Headquartered in Wheeling, West Virginia, Coronet Foods, Inc.
-- http://www.coronetfoods.com/-- supplies fresh-cut products to  
chain restaurants and retailers. The Company filed for chapter 11
protection on October 29, 2004 (Bankr. N.D. W.Va. Case No.
04-03822).  Charles J. Kaiser Jr., Esq., and Denise Knouse-Snyder,
Esq., at Phillips, Gardill, Kaiser & Altmeyer, PLLC, represent the
Debtor in its restructuring. When the Debtor filed for protection
from its creditors, it listed estimated assets of $1 million to
$10 million and estimated debts of $10 million to $50 million.


CRC HEALTH: S&P Junks Rating on $220 Mil. Sr. Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CRC Health Corp. to 'B' from 'B+'.  The rating was
removed from CreditWatch, where it was originally placed       
Oct. 13, 2005, following the announcement of an agreement by the
parent company to be purchased by an affiliate of Bain Capital LLC
for $720 million.  The rating outlook is stable.

At the same time, CRC Health Corp.'s proposed $325 million senior
secured bank credit facility was rated 'B' with a recovery rating
of '2', indicating the expectation for substantial recovery of
principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'CCC+' rating to CRC's
$220 million senior subordinated notes due 2016, issued under Rule
144A with registration rights.  The proceeds, along with new
equity, will finance the acquisition of the company in a
transaction valued at 11x 2006-estimated EBITDA.

As of Sept. 30, 2005, San Jose, California-based CRC's total debt
outstanding was $252 million.  With the completion of the
transaction, total debt outstanding will increase to $445 million.

"The downgrade of the corporate credit rating reflects the
significant increase in debt associated with the LBO," noted
Standard & Poor's credit analyst David Peknay.

The low-speculative-grade ratings reflect CRC's narrow business
focus despite a favorable payor mix, the risks associated with
significant new investments, the potential for increasing
competition in this fragmented market, and an aggressive capital
structure.  The company has a relatively large, but not dominant,
presence in the extremely fragmented substance abuse treatment
industry.  CRC provides services in 38 residential and outpatient
facilities in 10 states, and it operates 49 opioid treatment
centers in 17 states.


CSFB HOME: Moody's Rates Class B-1 Subordinate Certificates at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by CSFB Home Equity Mortgage Trust 2005-5, and
ratings ranging from Aa1 to Baa3 to the subordinate certificates
in the deal.

The securitization is backed by Finance America originated (19%)
and various other (81%) adjustable-rate (6%) and fixed-rate (94%),
closed-end second lien mortgage loans acquired by DLJ Mortgage
Capital Inc.  The ratings are based primarily:

   * on the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization, and
     -- excess spread.

Moody's expects collateral losses to range from 7.25% to 7.75%.

Wilshire Credit Corporation, Ocwen Loan Servicing LLC, and Select
Portfolio Servicing will service the loans.  Moody's has assigned
Wilshire Credit its servicer quality rating (SQ1-) as a primary
servicer of second lien loans.

The complete rating actions are:

CSFB Home Equity Mortgage Trust 2005-5 Pass-Through Certificates

    * Class A-1A, Assigned Aaa
    * Class A-1F1, Assigned Aaa
    * Class A-1F2, Assigned Aaa
    * Class A-2A, Assigned Aaa
    * Class A-2F, Assigned Aaa
    * Class M-1, Assigned Aa1
    * Class M-2, Assigned Aa2
    * Class M-3, Assigned Aa3
    * Class M-4, Assigned A1
    * Class M-5, Assigned A2
    * Class M-6, Assigned A3
    * Class M-7, Assigned Baa1
    * Class M-8, Assigned Baa2
    * Class M-9, Assigned Baa3
    * Class B-1, Assigned Ba1


CYCLELOGIC INC: Asks for More Time to Object to Claims
------------------------------------------------------
Ana Maria Lozano-Stickley, the Liquidating Trustee appointed under
the confirmed Plan of Liquidation of CycleLogic, Inc., asks the
U.S. Bankruptcy Court for the District of Delaware to further
extend, until March 31, 2006, her deadline to object to claims
filed against the Debtor's estate.

Ms. Lozano-Stickley explains that a careful and thorough analysis
and review of Priority Claims and General Unsecured Claims is
essential so that objections to invalid or deficient claims may be
properly filed.  The Liquidating Trustee adds that the requested
extension will give her more time to complete the claims
reconciliation process.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor LLP represents the Debtor.  When the Company
filed for protection from its creditors, it listed estimated
assets of more than $100 million and estimated debts of $10
million to $50 million.  The Court confirmed the Debtor's chapter
11 Plan on May 25, 2004, and the Plan took effect on July 23,
2004.  Ana Maria Lozano-Stickley is the Liquidation Trustee under
the confirmed Plan.  Alfred Villoch, III, Esq., and Joseph A.
Malfitano, Esq., at Young Conaway Stargatt & Taylor LLP represents
the Liquidating Trustee.


CYCLELOGIC INC: Trustee Needs More Time to Remove Civil Actions
---------------------------------------------------------------
Ana Maria Lozano-Stickley, the Liquidating Trustee appointed under
CycleLogic, Inc.'s confirmed Plan of Liquidation, asks the U.S.
Bankruptcy Court for the District of Delaware to further extend,
until:

     a) March 31, 2006; or
      
     b) 30 days after the entry of an order terminating the
        automatic stay with respect to a particular action sought
        to be removed,

her time to file notices of removal with regard to pre-petition
civil actions.

Ms. Lozano-Stickley explains that she has been unable to fully
investigate and determine whether there are any pending civil
actions that should be removed because she was busy prosecuting
claim objections and making distributions under the Debtor's plan.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor LLP represents the Debtor.  When the Company
filed for protection from its creditors, it listed estimated
assets of more than $100 million and estimated debts of $10
million to $50 million.  The Court confirmed the Debtor's chapter
11 Plan on May 25, 2004, and the Plan took effect on July 23,
2004.  Ana Maria Lozano-Stickley is the Liquidation Trustee under
the confirmed Plan.  Alfred Villoch, III, Esq., and Joseph A.
Malfitano, Esq., at Young Conaway Stargatt & Taylor LLP represents
the Liquidating Trustee.


CYCLELOGIC INC: Wants Another Delay in Entry of Final Decree
------------------------------------------------------------
Ana Maria Lozano-Stickley, the Liquidating Trustee appointed under
CycleLogic, Inc.'s confirmed Plan of Liquidation, asks the U.S.
Bankruptcy Court for the District of Delaware to delay the
automatic entry of a final decree closing the Debtor's chapter
11 case to March 31, 2006.  Ms. Lozano-Stickley also asks the
Court to extend the deadline for the filing of a final report and
accounting to March 16, 2005.

The Liquidating Trustee wants to continue negotiating with one
claimant regarding an acceptable resolution to a potential claims
objection.

The Honorable Peter J. Walsh will convene a hearing to discuss the
proposed extension at 4:00 p.m., on Feb. 17, 2006, in Wilmington,
Delaware.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider. The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881). Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor LLP represents the Debtor.  When the Company
filed for protection from its creditors, it listed estimated
assets of more than $100 million and estimated debts of $10
million to $50 million.  The Court confirmed the Debtor's chapter
11 Plan on May 25, 2004, and the Plan took effect on July 23,
2004.  Ana Maria Lozano-Stickley is the Liquidation Trustee under
the confirmed Plan.  Alfred Villoch, III, Esq., and Joseph A.
Malfitano, Esq., at Young Conaway Stargatt & Taylor LLP represents
the Liquidating Trustee.


ENRON CORP: Court Nixes San Francisco's $5.9-Mil Unsecured Claim
----------------------------------------------------------------
On Oct. 15, 2002, the City and County of San Francisco filed
an $5,932,008 unsecured claim against the Debtors.

The City and County of San Francisco asserted that through Hetch
and Hetchy Water and Power, a division of the San Francisco
Public Utilities Commission, it purchased 47,808 MW hours of
electricity from the Debtors between October 2000 and January
2001, for $9,517,608.  San Francisco alleged that due to market
upheaval allegedly created by the Debtors and other parties, the
purchases of electricity were made at unreasonably high prices.

San Francisco believed that the purchases would have only totaled
$3,585,600 at a theoretical market price of $75 per MWh.  Thus,
San Francisco asserted a claim for the difference between what it
paid and the theoretical market price.

The San Francisco Claim failed to assert any legal grounds,
Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, argues.

The San Francisco Claim, Mr. Smith explains, is preempted by the
Federal Power Act and the filed rate doctrine.  The FPA gives the
Federal Energy Regulatory Commission the exclusive authority to
regulate the transmission and sale of electric power in
interstate commerce.

Mr. Smith adds that the San Francisco Claim is also redundant of
the claims filed on behalf of all its citizens by the State of
California.

At the Debtors request, the Court disallows the San Francisco
Claim.

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.
166; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Gets Court Nod on Foster Wheeler Settlement
-------------------------------------------------------
On Nov. 27, 2002, Foster Wheeler Entities Corp. filed Claim
No. 22131 for $4,202,868 against EPC Estate Services, Inc.,
formerly known as National Energy Production Corporation.
Claim No. 22131 concerns equipment FWEC was to provide for two
power plant development projects for which NEPCO provided
engineering, procurement and construction contractor services to
the project owners:

   1. The Linden Project in Linden, New Jersey; and
   2. The Nelson Project in Illinois.

On the same date, Foster Wheeler Canada Ltd., formerly known as
Foster Wheeler Limited also filed Claim No. 22132 against NEPCO
for $8,447,758.  Claim No. 22132 concerns certain equipment FWL
was to provide for two power plant development projects for which
NEPCO also provided engineering, procurement and construction
contractor services to the owners:

   1. The LW Project in Lake Worth, Florida; and
   2. The CS2 Project in Boardman, Oregon.

                  FWEC Court-Approved Settlement

As previously reported, NEPCO entered into a Court-approved
settlement with FWEC, where FWEC would file an amended unsecured
claim reducing:

   -- the portion of the claim related to the Linden Project to
      $866,671; and

   -- the claim amount to take into account proceeds FWEC
      received in connection with a related action, which FWEC
      estimated to be $415,195.

                     FWL Adversary Proceeding

On November 18, 2003, NEPCO and Enron Corp. commenced an
adversary proceeding against FWL to avoid and recover transfers.
As amended, the Debtors alleged that FWL received $835,105 in
recoverable preferential or fraudulent transfers subject to
avoidance.  The Adversary Proceeding is still pending with the
Court.

                      Estimation Objections

Pursuant to the Court's Claim Estimation Order, NEPCO objected to
the Foster Wheeler Claims.  NEPCO contends that:

   -- FWEC failed to file an amended claim as required in the
      Settlement;

   -- Claim No. 22131 should be reduced by $415,195 and should be
      estimated to be $471,476; and

   -- Claim No. 22132 should be estimated at $0 because FWL
      failed to set forth allegations and evidence sufficient to
      show a valid right of payment.

FWEC subsequently asserted a $886,671 outstanding balance for the
Linden Project.  FWL also claimed a $600,660 outstanding balance
for the CS2 Project and $4,726,425 for the LW Project.

Based on its review, NEPCO disputed the validity and merits of
the Claims as alleged.

To avoid the cost, uncertainty and delay that would attend
litigation, the parties negotiated a consensual resolution of the
Claims.  NEPCO agree with FWEC and FWL that:

   1. On account of Claim No. 22131, FWEC will have an Allowed
      General Unsecured Claim against NEPCO (Class 67) for
      $567,634;

   2. On account of Claim No. 22132, FWL will have an Allowed
      General Unsecured Claim against NEPCO (Class 67) for
      $5,232,366; and

   3. NEPCO will withdraw its Estimation Objections in relation
      to the claims.

At EPC's request, the Hon. Arthur Gonzalez approved the Settlement
in its entirety.

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.
166; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants Court to Modify Claims Reserve Procedures
-----------------------------------------------------------
Enron Corp. and its reorganized debtor-affiliates ask the Hon.
Arthur Gonzalez to modify procedures with respect to the
Unsecured Claims Reserve in connection with distributions
pursuant to their confirmed Chapter 11 Plan.

The Reorganized Debtors estimate that pursuant to the Plan, more
than $14,000,000,000 will be distributed to more than 10,000
creditors.

More than 25,000 claims were filed against the Debtors, by or on
behalf of most of the major institutional investors in the U.S.,
trade creditors, energy traders, former employees, and other
creditor and equity constituencies.  The Debtors have worked
diligently to review and reconcile each of the Claims, Brian S.
Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York, says.  
Although substantial progress has been made in resolving the
Claims, work remains to be completed through litigation or
negotiation.

As previously reported, the Reorganized Debtors obtained the
Court's authority to implement a reserve methodology intended to
strike a balance between:

   -- enabling them to make meaningful distributions to holders
      of Allowed General Unsecured Claims as early as April 2005;
      and

   -- not jeopardizing the recovery of holders of Disputed Claims
      in the event that the Claims are subsequently allowed.

The Reserve Methodology used the approach approved in the Plan for
liquidated claims and a conservative approach for unliquidated
claims in determining a reserve amount for General Unsecured
Claims, with the reserve serving as the denominator for
calculation of distributions under the Plan.

The Reserve Methodology addressed the uncertainties associated
with contingent unliquidated claims, including those asserted by
"West Coast Power" claimants.

Now, however, virtually all of the contingent unliquidated Claims
have been liquidated or resolved and the West Coast Power Claim
have been fully and finally resolved by the Court's order and the
Federal Energy Regulatory Commission, Mr. Rosen relates.

As a result, the Reorganized Debtors believe that the Reserve
Methodology should be modified to further enhance the
distributions to be made to holders of Allowed General Unsecured
Claims.

                      Proposed Modifications

Mr. Rosen assures the Court the Reserve Methodology, with the
Reorganized Debtors proposed modifications, will retain all of the
protections agreed on in connection with the Reserve Order, but
simply, remove the unnecessary components associated with
unliquidated Claims.

The Revised Methodology will be comprised of a five-step
calculation:

   1. A determination of the amount of allowed General Unsecured
      Claims -- Allowed Denominator;

   2. A determination of the amount of disputed liquidated
      General Unsecured Claims, to the extent the Claims are
      liquidated as of October 1, 2004, and remain disputed as of
      a particular Measurement Date -- Pre-10/04 Liquidated     
      Denominator;

   3. A determination of the amount of disputed liquidated
      General Unsecured Claims, to the extent those Claims are
      liquidated after October 1, 2004, but remain disputed as of
      a particular Measurement Date -- Post-10/04 Liquidated
      Denominator;

   4. A determination of an estimated amount for unliquidated
      General Unsecured Claims -- the Unliquidated Denominator;
      and

   5. A determination of the sum of the Allowed Denominator, Pre-
      10/04 Liquidated Denominator, Post-10/04 Liquidated
       Denominator and the Unliquidated Denominator -- the GUC
      Denominator.

For purposes of the Revised Methodology, General Unsecured Claims
will include both General Unsecured Claims and Guaranty Claims as
those terms are defined in the Plan.

For purposes of calculating the semi-annual distributions on
Allowed General Unsecured Claims, the aggregate of the Allowed
Denominator, Pre-10/04 Liquidated Denominator, Post-10/04
Liquidated Denominator and the Unliquidated Denominator will serve
as a portion of the denominator to be used when determining the
payout percentage for each Plan Class.  The denominator will also
include a component for Intercompany Claims.  Distributions of
Plan Currency will be paid using the applicable payout percentage
to the holders of Allowed General Unsecured Claims, subject to
adjustment based on the provisions in the Plan regarding electing
additional Cash distributions in lieu of partial Plan Securities.

For purposes of the Stand Alone Recovery, the Allowed Denominator,
Pre-10/04 Liquidated Denominator, Post-10/04 Liquidated
Denominator and the Unliquidated Denominator will be calculated on
a stand alone basis for each of the Debtors.  For purposes of the
Sub/Con Recovery, the Allowed Denominator, Pre-10/04 Liquidated
Denominator, Post-10/04 Liquidated Denominator, and the
Unliquidated Denominator will be calculated on a modified
consolidated basis for all of the Debtors.

For purposes of calculating distributions of Plan Currency to
holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims, the Reorganized Debtors will calculate Distributive
Assets, ACFI Guaranty Distributive Assets, ENA Guaranty
Distributive Assets, Enron Guaranty Distributive Assets, EPC
Guaranty Distributive Assets, Wind Guaranty Distributive Assets
and Intercompany Distributive Assets by including in the
denominator of the fractions referenced in clause (z) of Sections
1.3, 1.89, 1.107, 1.117, 1.137, 1.162 and 1.280 of the Plan, the
sum of each applicable Debtor's:

   * Allowed (a) General Unsecured Claims, (b) Guaranty Claims
     and (c) Intercompany Claims;

   * Disputed and liquidated (a) General Unsecured Claims and (b)
     Guaranty Claims; plus

   * Unliquidated (a) General Unsecured Claims and (b) Guaranty
     Claims.

A full-text copy of the complete Revised Methodology is available
for free at:

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

The Revised Methodology is necessary and appropriate to facilitate
and maximize distributions pursuant to the Plan, Mr. Rosen says.

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.
166; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EPICEPT CORP: Posts $449K Net Loss in Quarter Ended September 30
----------------------------------------------------------------
EpiCept Corporation delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Dec. 27, 2005.

EpiCept reported a $449,433 net loss on $584,971 of revenues for
the three months ended Sept. 30, 2005, in contrast to a $1,954,463
net loss on $362,926 of revenues for the comparable period in
2004.

The Company's balance sheet showed $1,559,875 in total assets and
liabilities of $28,513,135 at Sept. 30, 2005.  As of Sept. 30,
2005, EpiCept had a working capital deficit of $7.9 million.

                       Maxim Merger

On Jan 4, 2005, EpiCept reported that it has completed the merger
with Maxim Pharmaceuticals, Inc.  The new company, which retains
the name EpiCept Corporation, combines a relatively low-risk
product portfolio of commercially promising topical pain therapies
with the upside potential of a late-stage cancer product and the
biopharmaceutical discovery capabilities for apoptosis inducers
designed to address unmet medical needs in oncology and other
serious conditions.

EpiCept issued shares of its common stock to Maxim's stockholders
in exchange for all of the outstanding shares of Maxim.  EpiCept's
stockholders retained approximately 72 percent ownership of the
combined company and former Maxim stockholders received
approximately 28 percent, calculated on a fully diluted basis at
the closing of the merger.

EpiCept began trading on the Nasdaq National Market system under
the symbol "EPCT" on Jan. 5, 2006.

                    Material Weakness

As a result of numerous journal entry adjustments and corrections
in connection with the audit of EpiCept's 2004, 2003 and 2002
consolidated financial statements, and the restatement of
EpiCept's 2004, 2003, and 2002 consolidated financial statements,
management determined that a material weakness existed in internal
control.

Specifically, the Company does not have sufficient personnel with
the requisite technical accounting expertise in the finance and
accounting functions.  This material weakness resulted in the
financial statement restatements related to EpiCept's accounting
for revenue recognition, the recording of a contingent reverse
stock split, and cash flow reporting of non-cash deferred initial
public offering costs.

To address the material weakness, EpiCept has:

     -- hired a Chief Financial Officer in the second quarter of
        2004.  EpiCept also hired a certified public accountant
        for EpiCept's finance department.

     -- installed a new general ledger system and adopted more
        rigorous journal entry authorization procedures, which
        involve more levels of review.

                      About EpiCept

Headquartered in New Jersey, EpiCept is an emerging pharmaceutical
company focused on unmet needs in the treatment of pain and
cancer.  The company has a staged portfolio with several pain
therapies in late-stage clinical trials, and a lead oncology
compound (for AML) with demonstrated efficacy in a Phase III
trial; the compound is intended for commercialization in Europe.


FALCON PRODUCTS: Wants Until June 15 to Object to Claims
--------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri to extend,
until June 15, 2006, their deadline to object to general unsecured
claims filed against their estates.

Aside from analyzing approximately 783 general unsecured claims
filed against them, the Debtors will also examine more than 300
priority and administrative expense claims so that they can meet
their deadline on February 15, to object to priority claims.

Due to a large number of general unsecured claims, the Debtors,
with the assistance of their counsel and claims agent, want more
time to analyze the claims and determine to which claims they
should object.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and  
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.   On Oct. 18,
2005, the Honorable Barry S. Schermer confirmed the Debtors' Third
Amended Joint Plan of Reorganization.


FOSS MANUFACTURING: Trustee Hires Mintz Levin as Special Counsel
----------------------------------------------------------------
Patrick J. O'Malley, the chapter 11 trustee for Foss Manufacturing
Company, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of New Hampshire to retain
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as his special
counsel in connection with pension and ERISA matters.

Mintz Levin will also handle litigation issues with Pension
Benefit Guaranty Corporation or other parties, but not limited to,
adversary proceedings or contested matters to determine the amount
of any claim Pension Benefit Guaranty Corporation may allege
against the estate.

The Trustee discloses that the Firm's professionals bill:

    Professional/Designation        Hourly Rate
    ------------------------        -----------
    Richard E. Mikels               $280 - $610
    William W. Kannel               $280 - $610
    Alden J. Bianchi                   $470
    Para-professionals                 $190

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

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of  
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FREEDOM RINGS: Committee Taps Parente Randolph as Accountants
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Freedom Rings,
LLC, asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Parente Randolph, LLC, as its accountants
and financial advisors, nunc pro tunc to Dec. 8, 2005.

The Firm will:

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

  (b) assist and advise the Committee in its analysis of the
      Debtor's:

         -- business plans,
         -- cash flow projections,
         -- restructuring programs,
         -- selling, general and administrative structure, and
         -- other reports or analyses prepared by the Debtor or
            its professionals,

      in order to assist the Committee in its assessment of the
      Debtor's:

         -- business viability,

         -- the reasonableness of projections and underlying
            assumptions, and

         -- the impact of market conditions on the Debtor's
            forecasted results;

  (c) assist and advise the Committee in its analysis of proposed
      transactions for which the Debtor seeks Court approval
      including:

         -- evaluation of competing bids in connection with the
            divestiture of corporate assets, DIP financing or use
            of cash collateral;

         -- assumption or rejection of leases and other executory
            contracts; and

         -- management compensation and retention and severance
            plans;

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

  (e) attend and advise at meetings or calls with the Committee
      and its counsel and representatives of the Debtor and other
      parties;

  (f) assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan of
      reorganization or strategic transactions;

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

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

  (i) assist and advise the Committee in other services including:

         -- other bankruptcy, reorganization and related
            litigation support efforts;

         -- tax services;

         -- valuation assistance;

         -- corporate finance or M&A advice; or

         -- compensation and benefits consulting; and

  (j) provide other services as may be requested.

Howard S. Cohen, CPA, CFE, a principal at the Firm, disclosed that
his Firm's professionals bill:

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

Mr. Cohen assures the Court that his Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).  
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.


FREEDOM RINGS: Hires DJM Asset Management as Real Estate Advisor
----------------------------------------------------------------
Freedom Rings, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ DJM Asset
Management, LLC, as its special real estate consultant.

Specifically, the Firm will:

  (a) negotiate, for the benefit of the Debtor, its creditors and
      estate, rent reductions and other modifications with respect
      to the leases;

  (b) negotiate waivers or reductions of prepetition cure amounts
      and Section 502(b)(6) claims with respect to leases;

  (c) negotiate the termination, assignment, sublease or other
      disposition of leases and the sale, lease or other
      disposition of the owned property;

  (d) assist the Debtor's attorney and executives responsible for
      the documentation of proposed transactions, including
      assisting in the auction process, reviewing documents and
      assisting in resolving problems which may arise in the
      transaction process; and

  (e) provide progress reports to the Debtor on at least a weekly
      basis.

DJM specializes in the valuation and sale of mall-based retail
leases, with significant expertise in chapter 11 sales.

The Firm will charge $300 per hour for its services.  In addition,
the Firm will be paid based on these terms:

  (a) upon closing of a sale, assignment or sublease to a third
      party, the FIRM will earn:

      -- $5,000;
      -- 5% of the gross proceeds for owned property; and
      -- 5% of the gross proceeds for leases, plus 5% of the
         distribution that would have been paid to the landlord if
         the lease was rejected;

  (b) if a property has not been disposed of during the term of
      its consulting agreement, the Firm will earn $2,000 per
      property;

  (c) for any lease assumed by the Debtor, the Firm will receive a
      fee for the waiver or reduction of the cure amount which is
      equal to 5% of the total amount reduced or waived; and

  (d) for any lease rejected, DJM will receive 5% of the savings
      of any distribution that otherwise would have been payable
      to the landlord.

Emilio Amendola, co-president of the Firm, assures the Court that
his Firm does not hold any interest materially adverse to the
Debtor's estate.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).  
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.


GSAMP TRUST: Moody's Rates Class B-3 Sub. Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by GSAMP Trust 2005-WMC3 Mortgage Pass-Through
Certificates, Series 2005-WMC3, and ratings ranging from Aa2 to
Ba2 to the subordinate certificates in the deal.

The securitization is backed by WMC Mortgage Corp. originated
adjustable-rate (82.19%) and fixed-rate (17.81%) subprime mortgage
loans acquired by Goldman Sachs Mortgage Company.  The ratings are
based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- excess spread, and
     -- overcollateralization.

Moody's expects collateral losses to range from 5.05% to 5.55%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
(SQ1) as a primary servicer of subprime first lien loans.

The complete rating actions are:

GSAMP Trust 2005-WMC3 Mortgage Pass-Through Certificates, Series
2005-WMC3

  * Class A-1A, Assigned Aaa
  * Class A-1B, Assigned Aaa
  * Class A-2A, Assigned Aaa
  * Class A-2B, Assigned Aaa
  * Class A-2C, Assigned Aaa
  * Class M-1, Assigned Aa2
  * Class M-2, Assigned Aa3
  * Class M-3, Assigned A2
  * Class M-4, Assigned A3
  * Class M-5, Assigned Baa1
  * Class M-6, Assigned Baa2
  * Class B-1, Assigned Baa3
  * Class B-2, Assigned Ba1
  * Class B-3, Assigned Ba2


GSAMP TRUST: Moody's Rates Class B-4 Sub. Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by GSAMP Trust 2005-AHL2 Mortgage Pass-Through
Certificates, Series 2005-AHL2, and ratings ranging from Aa2 to
Ba2 to the subordinate certificates in the deal.

The securitization is backed by Accredited Home Lenders originated
adjustable-rate (84%) and fixed-rate (16%) subprime mortgage loans
acquired by Goldman Sachs Mortgage Company.  The ratings are based
primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- excess spread, and
     -- overcollateralization.

Moody's expects collateral losses to range from 4.95% to 5.45%.

Ocwen Loan Servicing, LLC will service the loans and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's assigned Ocwen
Loan Servicing, LLC its servicer quality rating SQ2- as a primary
servicer of subprime 1st lien loans.

The complete rating actions are:

GSAMP Trust 2005-AHL2 Mortgage Pass-Through Certificates, Series
2005-AHL2

    * Class A-1A, Assigned Aaa
    * Class A-1B, Assigned Aaa
    * Class A-2A, Assigned Aaa
    * Class A-2B, Assigned Aaa
    * Class A-2C, Assigned Aaa
    * Class A-2D, Assigned Aaa
    * Class M-1, Assigned Aa2
    * Class M-2, Assigned Aa3
    * Class M-3, Assigned A2
    * Class M-4, Assigned A3
    * Class M-5, Assigned Baa1
    * Class B-1, Assigned Baa2
    * Class B-2, Assigned Baa3
    * Class B-3, Assigned Ba1
    * Class B-4, Assigned Ba2


HERTZ CORP: Moody's Downgrades Pre-Acquisition Debt's Rating to B2
------------------------------------------------------------------
Moody's Investors Service lowered to B2 from Baa3 the rating of
the pre-acquisition senior unsecured debt of The Hertz Corporation
that was not tendered in connection with the acquisition of Hertz
by a private equity group consisting of:

   * Clayton, Dubilier & Rice, Inc.;
   * The Carlyle Group; and
   * Merrill Lynch Global Private Equity.

The acquisition closed on Dec. 21, 2005 and the tender for pre-
acquisition debt expired on Dec. 29, 2005.  The downgrade reflects
the fact that the untendered, pre-acquisition obligations have
been stripped of restrictive covenants as a result of the tender,
and they do not benefit from the same level of asset protection as
the new senior unsecured debt issued by Hertz as part of the
funding of the acquisition.

On November 30, 2005, Moody's assigned these ratings in connection
with the Hertz acquisition.  

To CCMG (an acquisition vehicle utilized by the private equity
group to undertake the transaction):

   * Corporate Family Rating, Ba3;
   * senior unsecured notes, B1;
   * senior subordinated notes, B3; and
   * Speculative Grade Liquidity rating, SGL-2.

To The Hertz Corporation:

   * secured term loan facility, Ba2; and
   * asset based loan facility, Ba2.

Upon the completion of the acquisition, CCGM was merged into and
with The Hertz Corporation.

Prior to the acquisition, Hertz announced a tender offer and
consent solicitation for all of its then outstanding long-term
debt of approximately $4.8 billion.  These obligations had been
rated Baa3 and were placed on review for possible downgrade as a
result of the proposed acquisition.  Following the expiration of
the tender offer, all outstanding untendered, pre-acquisition debt
has been stripped of restrictive covenants.

In addition, unlike the senior notes (rated B1) and the
subordinated notes (rated B3) that were issued in connection with
the acquisition, the untendered securities will not benefit from
guarantees from Hertz's domestic subsidiaries.  The principal
domestic subsidiary, Hertz Equipment Rental Corporation (HERC),
currently generates approximately 30% of Hertz's earnings.

Moreover, HERC will have much less secured debt relative to its
asset base than Hertz's direct operations.  Consequently, the
earnings and asset coverage of the untendered notes will be weaker
than that of the newly issued senior notes which are rated B1,
and, as anticipated in Moody's November 30 press release, the
untendered notes are downgraded to the B2 level.  Approximately
$800 million of the pre-acquisition debt was not tendered and
remains outstanding.

Ratings lowered are:

  The Hertz Corporation:

   * 6.5% Senior Notes due 2006
   * 4.7% Senior Notes due 2006
   * 6.3% Senior Notes due 2006
   * 7.625% Senior Notes due 2007
   * 6.625% Senior Notes due 2008
   * Floating Rate Notes due 2008
   * 6.25% Senior Notes due 2009
   * 9.00% Senior Notes due 2009
   * 6.35% Senior Notes due 2010
   * 7.4% Senior Notes due 2011
   * 7.625% Senior Notes due 2012
   * 6.9% Notes due 2014
   * 7.0% senior Notes due 2028

The Hertz Corporation, headquartered in Park Ridge, New Jersey,
operates the largest general use car rental business in the world,
and one of the largest industrial, construction and material
handling rental businesses in North America.


HIRSH INDUSTRIES: Has Until March 1 to Decide on Unexpired Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended, until March 1, 2006, the period within which Hirsh
Industries, Inc., and its debtor-affiliates can assume, assume and
assign, or reject their unexpired non-residential real property
leases.

The Debtors tell the Court that they have been focused on plan
negotiations with the Creditors' Committee and are continuing
those negotiations.

The extension will allow the Debtors to maintain and enhance the
value of their estates.  Moreover, it will provide them more time
to evaluate which leases need to be assumed or rejected and to
finalize their plan of reorganization.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HIRSH INDUSTRIES: Navigant Approved as Panel's Financial Advisor
----------------------------------------------------------------
The Honorable Anthony J. Metz III of the U.S. Bankruptcy Court for
the Southern District of Indiana in Indianapolis authorized the
Official Committee of Unsecured Creditors appointed in Hirsh
Industries, Inc., and its debtor-affiliates' chapter 11 cases to
employ Navigant Capital Advisors, LLC, and its parent company,
Navigant Consulting, Inc., as its financial advisor.

Navigant will:

    (a) evaluate the assertions of the Debtor and its legal
        counsel that unsecured creditors in this case should not
        receive any dividend or distribution with respect to
        their prepetition claims;

    (b) review and evaluate the Debtor and its affiliated
        companies' corporate structure;

    (c) give an enterprise valuation;

    (d) review and evaluate the claims of secured creditors and
        their collateral;

    (e) review and evaluate the Debtors' current financial
        operations, and proposed postpetition financing;

    (f) evaluate any proposed Plan of Reorganization, and
        possible options and alternatives with respect to the
        Plan; and

    (g) investigate potential causes of action relating to
        insider transactions and equitable subordination or
        re-characterization of alleged secured debt.

Kenneth J. Malek, a managing director at Navigant, told the Court
that he will bill $595 per hour for his services.  Mr. Malek
disclosed that the Firm's professionals bill:

       Professional           Designation          Hourly Rate
       ------------           -----------          -----------
       Steven Lucado          Director                $435
       Robert Remian          Director                $425

Mr. Malek also disclosed that analysts, associates, consultants
and senior consultants will bill between $145 to $250 per hour.
Mr. Malek tells the Court that personnel with lower billing rates
will bill a blended hourly rate of $280.

To the best of the Committee's knowledge, the Firm does not hold
any interest adverse to the Debtors or their estates.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HIRSH INDUSTRIES: Stout Risius Approved as Valuation Experts
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Hirsh Industries, Inc., and its debtor-affiliates to
employ Stout Risius Ross as their valuation experts.

The Debtors said that in order to file and prosecute a plan of
reorganization, their going concern value must be established so
that a plan complying with the Bankruptcy Code can fairly allocate
that value among constituents.

Stout Risius will provide:

    (a) business enterprise valuation of the Debtors;

    (b) related consulting in connection with the valuation as
        required; and

    (c) expert witness services in connection with the valuation,
        as required.

The Debtors disclosed that the Firm's professionals bill:

      Professionals                  Hourly Rates
      -------------                  ------------
      Managing Director                $275-400
      Director                         $225-275
      Manager                          $175-225
      Senior Analyst                   $140-175
      Analyst                          $100-140
      Paraprofessional                   $80

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

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


INERGY LP: S&P Places B Rating on $200 Mil. Senior Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Inergy L.P.'s $200 million senior unsecured notes due 2016, which
the company plans to sell in a private placement.  Inergy intends
to use the net proceeds from the private placement to repay
borrowings under its revolving acquisition credit facility.

Kansas City, Missouri-based Inergy is a rapidly growing retail and
wholesale propane distributor.  In addition to its propane assets,
Inergy owns a natural gas storage facility, a natural gas liquids
business, and a small heating oil distribution business.  Adjusted
for the additional debt issued for the October acquisitions and
the expenses associated with the current debt issuance, but
excluding additional drawdowns to the working-capital revolver
made during the past three months, the company currently has
roughly $695 million of total debt outstanding.

The ratings on Inergy are limited by the company's master limited
partnership structure and weak business profile, which is
characterized by a very aggressive growth strategy and exposure to
weather, seasonal demand patterns, and changing commodity prices.

"These concerns are only partially countered by Inergy's natural
gas storage operations and the propane segment's favorable service
territory and high ownership percentage of customer tanks," said
Standard & Poor's credit analyst Kevin Beicke.

The stable outlook is based on the solid operating performance of
the partnership's propane segment and the expectation of continued
financial performance.  The stable outlook is contingent on
progress toward a timely Phase II completion in mid-2007, as well
as the maintenance of Inergy's current financial profile.  Future
large acquisitions or acquisitions of assets considered of greater
risk than the company's current operations would likely result in
an outlook revision to negative or a ratings downgrade.


INTERNATIONAL POWER: Fitch Assigns BB Long-Term Issuer Rating
-------------------------------------------------------------
Fitch Ratings has assigned International Power plc a long-term
issuer rating of 'BB'.  The Outlook is Stable.

The company currently has no capital markets senior unsecured
debt, other than an in-the-money convertible bond due 2023.  If
the company were to issue Senior Unsecured bonds, these would be
rated 'BB+', provided that the financial and business profile of
the company is little changed.  This single notch uplift above the
long-term issuer rating reflects the agency's view of        
above-average recovery prospects in the event of a default.

IPR is a UK holding company for a portfolio of international power
assets.  Debt finance at the subsidiaries is non-recourse to IPR
and almost all of the assets are project financed.  For groups
financed in this manner, Fitch focuses on debt and cash flows at
the holding company rather than for the consolidated group,
because the holding company has limited access to the assets of
the subsidiaries other than the dividends and no, or limited,
liability associated with the debts of the subsidiaries.

The ratings benefit from IPR's relatively conservative debt levels
and management's prudent approach to expansion and financing.  
Unlike several of its peers, IPR has not aggressively pursued
double leverage.  Double leverage is the use of holding company
debt to fund the "equity" in subsidiaries, associates or joint
ventures, which are, themselves, predominantly debt funded.  
Excessive double leverage can imply that projects are 100% debt
funded leaving no equity cushion if projects do not perform as
expected.

IPR's credit quality benefits from the non-recourse nature of
almost all of the group's debt.  However, IPR's debt service is
dependent on cash distributed by project-financed subsidiaries and
associates, which represents a credit weakness, especially as
project finance debt generally contains distribution lock-up
covenants.  This weakness is likely to be mitigated as the asset
portfolio grows in size and diversity.

The acquisition of the majority of the international power
generation assets of Edison Mission Energy (rated 'B') in December
2004 significantly increased the size of IPR's portfolio and also
the proportion of output contracted under Power Purchase
Agreements.  PPA assets are beneficial to IPR's credit profile
because the cash flow streams are less volatile than merchant
plants as off takers or other entities take almost all of the
demand risk and commodity price risks.

IPR has a high level of contingent liabilities and guarantees
compared to its debt.  At December 2004, IPR had issued
indemnities of GBP331m relating to bid bonds, performance bonds
and letters of credit to support growth and expansion projects and
to support trading activities of merchant plant.  In addition IPR
granted a put option to Mitsui & Co Ltd (rated 'A-') over 70% of
$300 million in preference shares issued in connection with the
Edison Mission Energy acquisition and has guaranteed a $50 million
working capital facility for the US business.  Such contingent
liabilities are normal for a power plant development business.  
Gross holding company debt at December 2004 was only approximately
GBP158 million compared to GBP192 million cash at that date.

Fitch's analysis for the company excluded any distributions from
any investment currently in cash lock-up, including the group's
portfolio of US assets.  Fitch also reviewed downside scenarios
that significantly cut the level of distributions received by the
holding company.  Such scenarios assumed that some new debt was
drawn down by IPR to fund investments, which subsequently did not
deliver distributions.  In all these scenarios, the company
continued to comply with its financial covenants.

The Stable Outlook reflects Fitch's expectation that management
will maintain its prudent acquisition and financing strategy.  A
full credit analysis will be available at
http://www.fitchresearch.com/in the next two weeks.

International Power plc's securities are traded in the United
States and are registered in the Securities and Exchange
Commission.  SEC filings on the company are available at no charge
at http://ResearchArchives.com/t/s?434


INTERSTATE BAKERIES: 41 Creditors Sell $4.3 Million Trade Claims
----------------------------------------------------------------
From Dec. 1 to 22, 2005, the Clerk of the U.S. Bankruptcy Court
for the Western District of Missouri recorded 41 claim transfers
to:

(a) Argo Partners

              Creditor                           Claim Amount
              --------                           ------------
              Con Edison                              $79,108
              Daniel Aracena                           75,000
              Family Care Occupational Health           2,795
              John Christner Trucking Inc.              5,224
              MW Suppy Inc.                             3,521
              Nextcare                                  1,610
              Processflo Inc.                           1,170
              Star Exterminating Inc.                   4,149
              Super 8 Motel                             4,195
              Tupelo Water & Light Department           2,088
              Wilkinson Scale Company                   1,920

(b) Debt Acquisition Company of America V, LLC

              Creditor                           Claim Amount
              --------                           ------------
              ALL SERVICE GLASS INC DBA CLASS A G        $172
              WILLIAMS MACHINE CO INC                     176

(c) Deutsche Bank Securities, Inc.

              Creditor                           Claim Amount
              --------                           ------------
              Harbert Distressed Investment        $1,695,240
              Master Fund, Ltd.

              Pliant Corporation                    1,695,240


(d) Fair Harbor Capital, LLC

              Creditor                           Claim Amount
              --------                           ------------
              Alexander Clark Inc.                     $3,590
              Coca Cola Bottling Co                     1,692

(e) Longacre Master Fund, Ltd.

              Creditor                           Claim Amount
              --------                           ------------
              Cyber Graphics, LLC                     $12,328
              The Bryce Company                       204,716
              The Bryce Company, LLC                  204,716

(f) Madison Investment Trust Series 1-50

              Creditor                           Claim Amount
              --------                           ------------
              Carolina Mechanical                     $23,126
              Chambers Bottling Co                      1,810
              Hallsdale-Powell Utility                  8,951
              Hallsdale-Powell Utility District         2,853

(g) Revenue Management

              Creditor                           Claim Amount
              --------                           ------------
              Allied Custom Gypsum Inc               $115,044

(h) Sierra Liquidity Fund, LLC

              Creditor                           Claim Amount
              --------                           ------------
              Calumet College of St Joseph               $560
              Deep Well Ranch                           1,740
              Deep Well Ranch                           1,740
              Graves & Associates                       1,350
              Graves & Associates                       4,875
              Linda's Lawn Care                           360
              Magic Refrigeration Company                 200
              Mark's Custom Signs, Inc.                   862
              Our Town, Inc.                            2,771
              Our Town, Inc.                            3,139
              Raynor Overhead Door                        321
              Roto Rooter                                 383
              Statehouse Inn                            1,068
              Statehouse Inn                            1,068
              T & T Enterprises                         2,304

(i) 3V Capital Management LLC

              Creditor                           Claim Amount
              --------                           ------------
              AmerenUE                               $142,560

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: Noteholders May Exercise Conversion Rights
---------------------------------------------------------------
R2 Investments, LDC, asks the U.S. Bankruptcy Court for the
Western District of Missouri to approve its Stipulation
and Agreed Order with Interstate Bakeries Corp.:

    (a) confirming that any Conversion Notice served on the
        Debtors will not violate Section 362 of the Bankruptcy
        Code; and

    (b) authorizing and directing the Debtors to honor any
        Conversion Notice delivered to them in compliance with the
        terms of an Indenture dated as of August 12, 2004, and the
        Conversion Stipulation.

Pursuant to the Indenture between the Debtors, as issuer, and
certain of its affiliates, as guarantors, and the U.S. Bank,
National Association, as indenture trustee, the Debtors issued
$100 million in face amount of 6.0% senior subordinated
convertible notes due August 15, 2014.

The Notes are convertible into Stock at the absolute and
unconditional option of the Holder.  Thus, regardless of the
Debtors' bankruptcy filing, if and when any holder of any of the
Notes sends a demand requesting conversion of its Notes into
common stock of the Debtors, the demand must be honored.

According to R2, because the Stock price is subject to constant
change, no Holder can afford to send a Conversion Notice on the
basis of the Stock price at any given time and risk the Debtors
deciding to request the Court's determination of the propriety of
the proposed conversion.  In these circumstances, the Holder
might not have its Conversion Rights honored for months after
service of the Conversion Notice, when the Stock price may have
dramatically changed.

Currently, R2 discloses that the conversion price of the Notes is
$10.1025 per share and the stock has recently traded as high as
$13.00 per share.  If the Debtors are authorized and directed to
comply with their Indenture obligations and facilitate any
conversion request, they will eliminate debt from their balance
sheet with neither a corresponding increase in any obligation nor
the use of estate property.  Yet, this opportunity may be
transient because it is dependent on the trading price of the
Debtors' common stock.

R2 tells the Court that the Debtors share its view of the
benefits of honoring requests for conversion of the Notes.
However, the Debtors believe that they are unable to do so absent
entry of a court order.

Accordingly, the parties entered into the Conversion Stipulation.

The Official Committee of Equity Security Holders reserves its
rights with respect to the conversion.

U.S. Bank National Association supports extension of the relief
sought to all holders of the Notes to exercise Conversion Rights,
subject to certain conditions.

                           *     *     *

The Court approved the Conversion Stipulation.

A full-text copy of the Conversion Stipulation is available for
free at http://bankrupt.com/misc/ibc_conversionstipulation.pdf

Among other things, the Stipulation provides that a Noteholder
may exercise its Conversion Rights, and Interstate Bakeries is
authorized and directed to honor that exercise, only if the
Noteholder has:

    (i) complied with all of the provisions of Article XV of the
        Indenture including, without limitation, (x) being in
        compliance with the Conversion Limitation set forth in
        Article 15.1(b) of the Indenture and (y) having
        acknowledged and accepted that exercise of the Conversion
        Rights under the Order may, if applicable at the time of
        that conversion request, require the issuance of
        restricted stock bearing the legend required by Article
        15.12 of the Indenture, and

   (ii) delivered to Interstate Bakeries an acknowledgment of and
        agreement to the Stipulation and Agreed Order.

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)


JONG CHOE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtors: Jong Tae & Eun Kyong Choe
         dba Kemimore International Co.
         20506 Morning Creek
         Katy, Texas 77450

Bankruptcy Case No.: 06-30114

Chapter 11 Petition Date: January 6, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtors' Counsel: James R. Clark, Esq.
                  James R. Clark & Associates, P.C.
                  4545 Mt. Vernon
                  Houston, Texas 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505

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

Estimated Debts:  $1 Million to $10 Million

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


KAISER ALUMINUM: Extends George Haymaker's Term as Director
-----------------------------------------------------------
Kaiser Aluminum & Chemical Corporation, its parent, Kaiser
Aluminum Corporation, and George T. Haymaker, Jr., completed an
extension of Mr. Haymaker's agreement concerning his service as a
director and non-executive Chairman of the Boards of KACC and KAC
on December 19, 2005.

Mr. Haymaker will continue to receive $50,000 for services as a
director and $73,000 for services as non-executive Chairman,
inclusive of any Board and committee fees otherwise payable.

The financial terms of the extension are the same as those under
his prior contract.

The extension runs from January 1, 2006, through the earlier of
March 31, 2006, or the effective date of KACC's and KAC's
emergence from Chapter 11.

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)


LITTLE MT. ZION: Judge Beatty Dismisses Ch. 11 Case With Prejudice
------------------------------------------------------------------          
The Honorable Prudence Carter Beatty the U.S. Bankruptcy Court for
the Southern District of New York dismissed with prejudice the
chapter 11 case filed by Little Mt. Zion Pentecostal Faith Church
Inc.  Judge Beatty dismissed the Debtor's chapter 11 case on
Jan. 4, 2006.

Judge Beatty based her decision on the request of NYCTL 1999-1
Trust and the NYCTL 2004-A Trust, who are secured creditors of the
Debtor, and on the Debtor's response to those two creditors'
request.

On June 30, 2005, NYCTL 1999-1 and NYCTL 2004-A sought relief from
the automatic stay to foreclose on certain tax liens on the
Debtor's property located at 531 West 159th Street in New York.  
In the alternative, the creditors asked the Court to compel the
Debtor to make adequate protection payments to them.

On July 13, 2005, the Debtor consented to a dismissal of its
chapter 11 case with prejudice.

Judge Beatty orders that:

   1) the word prejudice as used in the Court's order will mean
      that any subsequent filing under Title 11 of the United
      States Code by or against the Debtor or its assigns, during
      the two year period from of the order will not operate as an
      automatic stay in relation to the Movants.  Without the
      need of bringing on any further motion to the Court, the
      Movants may continue to pursue all of their rights and
      remedies against the property, including foreclosing,
      without regard to any subsequent filing; and

   2) the Debtor is directed to pay all outstanding quarterly fees
      due and owing to the Office of the U.S. Trustee pursuant to
      28 U.S.C. Section 1930.

Headquartered in New York, Little Mt. Zion Pentecostal Faith
Church Inc. is a church.  The Church filed for chapter 11
protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No. 05-40051).  
James E. Hurley, Esq., represents the Debtor.  When the Debtor
filed for chapter 11 protection, it listed $500,000 to $1 million
in estimated assets and $100 million in estimated debts.  The
Bankruptcy Court dismissed the Debtor' chapter 11 case on Jan. 4,
2006.


MATHON FUND: Court Okays Michael Carmel as Bankruptcy Counsel
-------------------------------------------------------------
Mathon Fund, LLC sought and obtained permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Michael W.
Carmel, Esq., as its bankruptcy counsel.

Mr. Carmel is expected to:

     a) give the Debtor legal advice with respect to the powers
        and duties of a debtor-in-possession in the continued
        operation of the Debtor's business and management of
        Debtor's property;

     b) prepare on the Debtor's behalf the necessary applications,
        answers, orders, reports and other legal papers; and

     c) perform all other legal services for the Debtor which
        may be necessary.

Mr. Carmel will bill $350 per hour for his services.  Mr. Carmel's
paralegals will bill $85 per hour.

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

Headquartered in Phoenix, Arizona, Mathon Fund, LLC, and its
debtor-affiliates filed for chapter 11 protection on Nov. 13, 2005
(Bankr. D. Ariz. Case Nos. 05-27993 through 05-27995).  Michael W.
Carmel, Esq., represents the Debtors in their restructuring
efforts.  When Mathon Fund, LLC, filed for protection from its
creditors, it listed assets totaling $16,851,721 and debts
totaling $79,259,996.


MCI INC: Amends Employment Agreements with Four Officers
--------------------------------------------------------
On September 30, 2005, the Internal Revenue Service proposed
regulations under Section 409A of the Internal Revenue Code of
1986, which governs the taxation of arrangements that provide for
the deferral of compensation and that could have the effect of
increasing taxes incurred in connection with severance
arrangements.

In light of the regulations, on December 30, 2005, MCI, Inc.'s
board of directors unanimously approved an amendment to the
employment agreement with Michael Capellas, MCI Chief Financial
Officer Robert T. Blakely reports in a regulatory filing with the
Securities and Exchange Commission.

The Compensation Committee also unanimously approved amendments to
the employment agreements of Robert Blakely, Jonathan Crane and
Anastasia Kelly to provide tax treatment consistent with that
intended under their existing employment agreements.

The amendments provide that upon the closing of Verizon
Communications, Inc.'s acquisition of MCI:

   (a) Messrs. Capellas, Blakely and Crane and Ms. Kelly will
       receive the same payments and benefits that they would
       have received under their existing employment agreements
       had their employment terminated as of the closing of the
       acquisition without cause, other than due to death or
       disability or for good reason.

   (b) For Messrs. Blakely and Crane and Ms. Kelly, unvested
       equity awards will vest and any restrictions on
       disposition of restricted stock will lapse.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCI INC: Modifies By-Laws to Remove Equity Award Retention
----------------------------------------------------------
Effective January 6, 2005, MCI, Inc., amended its By-laws to
remove the provision for retention by senior management employees
of equity awards for six months following the termination of their
employment, MCI Executive Vice President and Chief
Financial Officer Robert T. Blakely discloses in a filing with the
Securities and Exchange Commission.

A full-text copy of the Amended Bylaws is available for free at
the Securities and Exchange Commission:

http://www.sec.gov/Archives/edgar/data/723527/000095010306000029/ex0301.htm

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCLEODUSA INC: Cancels SEC Registration of Securities
-----------------------------------------------------
McLeodUSA Incorporated terminated the registration of its Common
Stock Class A, $0.01 par value per share, and 2.5% Series A
Convertible Preferred, $0.01 par value per share, pursuant to
Section 12(G) of the Securities Exchange Act of 1934, effective
Jan. 6, 2006.

McLeodUSA's Joint Prepackaged Plan of Reorganization provides for
the cancellation of the Company's existing Preferred Stock and
Common Stock.  The Plan was confirmed by the U.S. Bankruptcy
Court for the Northern District of Illinois on December 16, 2005.

As of Oct. 31, 2005, there were 201,946,344 shares of Class A
Common Stock, 78,203,135 shares of Class B Common Stock,
35,546,879 shares of Class C Common Stock, 2,285,864 shares of
Preferred Series A Stock and 10 shares of Preferred Series B
Stock issued and outstanding.

Holders of McLeodUSA securities do not get anything under the
Plan.

McLeodUSA's Plan became effective on Jan. 6, 2006, and the
Company has emerged from bankruptcy.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications   
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.  
Judge Squires confirmed the Debtors' Joint Prepackaged Plan of
Reorganization on Dec. 16, 2005, and that plan took effect on
Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 8 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEDPOINTE HEALTHCARE: S&P Rates Planned $135MM Sr. Sec. Loan at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Somerset,
New Jersey-based specialty pharmaceutical company MedPointe
Healthcare Inc.'s proposed $135 million senior secured credit
facility.  The bank loan rating is 'B' and the recovery rating is
'2', indicating the expectation for substantial recovery of
principal in the event of a payment default.

At the same time, the rating outlook on the company was revised to
stable from negative.  This reflects recent improving sales
performance of lead product Astelin, as well as the increased
financial flexibility provided with the new credit facility.  The
existing 'B' corporate credit rating on MedPointe was affirmed.

"The ratings on MedPointe reflect the company's heavy reliance on
the nasal spray antihistamine Astelin, increasing competitive
threats to the franchise, and weak but improving credit protection
metrics," said Standard & Poor's credit analyst Arthur Wong.  
"These negative factors are only minimally offset by Astelin's
growing sales."

The company's profitability and credit protection metrics are
adequate for the rating category given the challenges that its
pharmaceutical portfolio continues to face.  EBITDA margins are
slightly greater than 12%, though SG&A and R&D expenses are
expected to rise because of increased product promotional support
and drug reformulation efforts.  Cash flows are expected to be
minimal over the next two years, and debt to EBITDA will be more
than 4x.


MERRILL LYNCH: S&P Affirms Low-B Ratings on Class H to L Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust's series 2002-MW1.  Concurrently, the
ratings on 12 classes from the same series are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that support the ratings under various stress scenarios.  Several
of the raised and affirmed ratings are constrained by the
uncertainty surrounding the trust's litigation against the loan
seller and depositor with respect to one of the specially serviced
loans.  Depending on the outcome of the litigation, further rating
actions may be warranted.

As of Dec. 15, 2005, the trust collateral consisted of 99 loans
with an outstanding principal balance of $1 billion, down from 101
loans with a balance of $1.1 billion at issuance.  The master
servicer, Wachovia Bank N.A., provided partial- or full-year 2004
net cash flow debt service figures for 97.3% of the pool.  Based
on this information, Standard & Poor's computed a weighted-average
DSC of 1.42x, up from 1.41x at issuance.  The current DSC figure
excludes four loans amounting to $25.8 million, which have been
defeased.
     
The top 10 exposures have an aggregate balance of $406.9 million
and a weighted average DSC of 1.49x, up from 1.46x at issuance.   
The largest loan in the trust, known as the Royal Ahold Portfolio
loan, has a $72.5 million outstanding balance and is secured by
eight cross-collateralized and cross-defaulted grocery stores.  
These properties have long-term leases that are guaranteed by
Ahold Koninklijke NV, which was rated 'BBB+' at issuance and
is now rated 'BB+'.  

The second-largest loan in the trust, known as Burbank Empire
Center loan, has an A note balance of $63 million; the B note has
a balance of $17 million and is held outside the trust.  

The third-largest loan in the trust, known as the U-Haul Portfolio
loan, has an outstanding balance of $61.7 million.

The second- and third-largest loans had investment-grade shadow
ratings at issuance and continue to exhibit credit characteristics
consistent with investment-grade rated obligations.  None of the
top 10 exposures are in special servicing, but two of these top 10
exposures, including the U-Haul Portfolio loan, are on the master
servicer's watchlist.

Standard & Poor's reviewed inspections provided by Wachovia for
assets underlying the top 10 exposures and the properties were
characterized as "excellent" or "good."

There are two assets with the special servicer, GMAC Commercial
Mortgage Corp., and both are REO.  The larger specially serviced
asset consists of a 508-unit multifamily property in Columbus,
Ohio, with an $8.7 million balance and a total exposure figure of
$11.6 million.  This loan was transferred to GMACCM less than six
months after the transaction's closing date for payment defaults.  
The trust is involved in litigation against the depositor and loan
seller; legal fees with respect to this litigation have caused
interest shortfalls up to the class H certificate.  Barring
significant, additional expenses related to the litigation,
Standard & Poor's anticipates that the rated certificates that
have incurred interest shortfalls will be repaid, in full, in the
near future.  The other REO asset consists of a 155-unit
multifamily property in Alvin, Texas that was recently appraised
for an amount that is greater than the loan's total exposure.

There are 17 loans on Wachovia's watchlist with an aggregate
balance of $194.7 million.  Two of the top 10 exposures are on the
watchlist.  The third-largest loan, the U-Haul Portfolio loan, is
on the watchlist because one of the 57 properties securing the
loan incurred damage from Hurricane Wilma.  This property had an
allocated loan balance of less than $1 million at issuance and the
borrower reported that the damage has been repaired.  This loan
reported a 2004 DSC of 2.15x and will been removed from the
January 2006 watchlist. The other top 10 loans on the watchlist
are secured by a 438-unit multifamily property with an outstanding
loan balance of $25 million.  This property was built in 1999 and
is on the watchlist because it reported a 2004 DSC of 1.08x, down
from 1.09x in 2003.  The remainder of the loans on the watchlist
appears there primarily due to DSC issues.

Standard & Poor's stressed the specially serviced assets, loans on
the watchlist, and other loans with credit issues in its analysis.  
The resulting credit enhancement levels, coupled with the inherent
uncertainty vis-.-vis future legal fees, trial-related expenses,
and litigation outcome with respect to one of the specially
serviced assets, adequately support the raised and affirmed
ratings.
   
                         Ratings Raised
     
                  Merrill Lynch Mortgage Trust
     Commercial Mortgage Pass-Through Certs Series 2002-MW1

                       Rating
          Class    To         From    Credit Enhancement
          -----    --         ----    ------------------
          B        AA+        AA                  18.82%
          C        A+         A                   14.37%
          D        A          A-                  13.32%
          E        A-         BBB+                11.49%
             
                        Ratings Affirmed
   
                  Merrill Lynch Mortgage Trust
     Commercial Mortgage Pass-Through Certs Series 2002-MW1
    
              Class   Rating     Credit Enhancement
              -----   ------     ------------------
              A-1     AAA                    22.88%
              A-2     AAA                    22.88%
              A-3     AAA                    22.88%
              A-4     AAA                    22.88%
              F       BBB                     9.78%
              G       BBB-                    8.08%
              H       BB+                     6.25%
              J       BB                      4.68%
              K       BB-                     4.15%
              L       B+                      3.37%
              X-C     AAA                      N/A
              X-P     AAA                      N/A
                 
                      N/A - Not applicable.


MEYER'S BAKERIES: Court Authorizes Retirement Plan Termination
--------------------------------------------------------------
The Honorable James G. Mixon of the U.S. Bankruptcy Court for the
Western District of Arkansas in Texarkana gave Meyer's Bakeries,
Inc., and its debtor-affiliate authority to execute an agreement
with the Pension Benefit Guaranty Corporation to:

   -- appoint PBGC as trustee of Debtors' employee pension
      benefit plan, and

   -- terminate the Debtors' employee retirement plan.

The PBGC will become the trustee of the Retirement Plan for
Employees of Meyer's Bakeries, Inc., and Its Affiliate, to provide
retirement benefits for some of their employees.

The Debtors sold substantially all of their assets to a third
party buyer who did not assume the retirement plan.

The PBGC says that the retirement plan:

   -- did not meet the minimum funding standard required under
      Section 412 of the Internal Revenue Code,

   -- will be unable to pay the benefits when due, and

   -- should be terminated under Section 1342(c) of the U.S.
      Labor Code.

Headquartered in Hope, Arkansas, Meyer's Bakeries, Inc., produces
English muffins, bagels, bread sticks, energy bars, and hearth
baked specialty breads and rolls at its facilities in Hope and
Wichita.  The Company and its affiliate filed for chapter 11
protection on Feb. 6, 2005 (Bankr. W.D. Ark. Case No. 05-70837).
Charles T. Coleman, Esq., at Wright, Lindsey & Jennings LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed total
assets of $44,226,139 and total debts of $48,699,754.


MIRANT CORP: North Unit Reports Losses To Cut Inventory Balance
---------------------------------------------------------------
In November 2005, Mirant North America, LLC, recognized
$22,000,000 in losses to reduce its inventory balance to market
value as of November 30, 2005.  Thomas Legro, Mirant
Corporation's senior vice president and controller, relates in a
regulatory filing with the Securities and Exchange Commission
that the losses occurred after Mirant North America significantly
increased its fuel oil inventory quantities in preparation for
winter electricity demand levels.  Unrealized gains related to
oil financial swaps for November 2005 were $14,000,000.

Due to the reduction in the carrying value of the oil in the
current period, a lower expense will be recognized, as the
Company's generating facilities will use the oil in the next few
months.  In addition, the Company will realize the gains or
losses associated with the financial swaps that it previously
entered into to hedge its exposure to oil prices.

Thus, the cumulative cost incurred for the oil will be the fixed
prices at which the Company entered into the financial swaps to
hedge its exposure and the November amounts represent accounting
losses to state the oil inventory and financial swaps at fair
value as of November 30, 2005.

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)


MORGAN STANLEY: S&P Lifts Rating on Class D Certs. to BBB+ from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes issued by Morgan Stanley Auto Loan Trust 2003-
HB1 and removed them from CreditWatch with positive implications,
where they were placed Oct. 20, 2005.

At the same time, the 'AAA' ratings on the class A-1 and A-2 notes
from the same transaction are affirmed.

The rating actions primarily reflect the strong collateral
performance of the underlying pool of prime auto loans, along with
low expected remaining losses.

As of the November 2005 distribution date, series 2003-HB1 had 28
months of performance, a current collateral pool balance that
represented 26.97% of the initial pool balance, and cumulative net
losses that were 1.60% of the initial pool balance.  Cumulative
net losses for the collateral pool over the lifetime of this deal
were originally expected to be 2.25% of the initial pool balance,
but S&P now expects total losses to be below 2.2%.  Loans that
were delinquent 90 days or more represented 0.21% of the current
pool balance.

The class B and C notes benefit from a concurrent-pay structure
that maintains hard credit support, which consists of
subordination and overcollateralization, at target levels.  As of
the November 2005 distribution date, hard credit support levels
for the class B and C notes were at their targets of 7.5% and 5.5%
of the current pool balance, respectively.

The class D notes rely on overcollateralization as the sole source
of hard credit support.  Overcollateralization has reached its
floor of 1% of the initial pool balance and will continue to grow
as a percentage of the current pool balance.  As of the November
2005 distribution date, overcollateralization represented 3.71% of
the current pool balance.

Standard & Poor's expects the remaining credit support to be
sufficient to support the notes at the raised and affirmed rating
levels.
   
                         Ratings Raised
   
             Morgan Stanley Auto Loan Trust 2003-HB1

                                Rating
                    Class    To         From
                    -----    --         ----
                    B        AA+        A/Watch Pos
                    C        A+         BBB/Watch Pos
                    D        BBB+       BB/Watch Pos
   
                        Ratings Affirmed
   
             Morgan Stanley Auto Loan Trust 2003-HB1
   
                         Class    Rating
                         -----    ------
                         A-1      AAA
                         A-2      AAA


MPOWER HOLDING: Court Enters Final Decree Closing Bankruptcy Cases
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware entered a final decree on Dec. 29, 2005,
closing the chapter 11 cases of Mpower Holding Corporation and its
debtor-affiliates.

Michael J. Tschiderer, Mpower Holding's controller, treasurer and
finance senior vice president, reports that all distributions to
be made under the Reorganized Debtors' confirmed Amended Joint
Plan of Reorganization have either been made or are accounted for
in the Debtors' books to facilitate payments as they come due.

The percentage dividends paid or to be paid to claimants are:

Class  Type of Claim or Interest                Distribution
-----  -------------------------                ------------
   1    Mpower Holding Secured Claims                  100%
   2    Mpower Holding Other Priority Claims           100
   3    Mpower Holding General Unsecured Claims        100
   4    Mpower Holding 2004 Note Claims                100
   5    Mpower Holding 2010 Note Claims                 85
   6    Mpower Holding Preferred Stock Interests        13.5
   7    Mpower Holding Common Stock Interests            1.5
   8    Mpower Holding Common Stock Class Action Claims  0

   1    MCC Other Secured Claims                       100
   2    MCC 2004 Note Claims                           100
   3    MCC Other Priority Claim                       100
   4    MCC General Unsecured Claims                   100
   5    MCC Common Stock Interests                     100    

A full-text copy of the Debtor's final report is available for
free at http://researcharchives.com/t/s?435

Headquartered in Pittsford, New York, MPower Holding Corporation
-- http://www.mpowercom.com/-- is the parent company of Mpower   
Communications Corp., a leading facilities-based broadband
communications provider offering a full range of data, telephony,
Internet access and Web hosting services for small and medium-size
business customers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 8, 2002 (Bankr. D. Del. Case
No. 02-11046).  Pauline K. Morgan, Esq., and M. Blake Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP represents the
Debtors.  When the Company filed for protection from its
creditors, it listed total assets of $490,000,000 and total debts
of $627,000,000.  The Court confirmed the Debtors' First Amended
Joint Plan of Reorganization on July 17, 2002.  The Plan became
effective on July 30, 2002.


NETWORK PLUS: Chapter 7 Trustee Taps RSI as Collections Agent
-------------------------------------------------------------
Michael B. Joseph, Esq., the chapter 7 Trustee overseeing the
liquidation of Network Plus Corp., and its debtor-affiliates, asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Recovery Services, Inc., as his collections
agent.

The Trustee filed numerous complaints, under Section 547 of the
Bankruptcy Code, to avoid transfers made within 90 days before the
Debtors filed for bankruptcy.  These resulted to default judgments
in nine avoidance actions.  The Trustee needs Recovery Services to
secure payment of these default judgments:

            Defendant                                    Amount              
            ---------                                    ------
   North Point Communications                          $180,000
   Global Resource Partners                              83,901
   Broadwing Communications Services, Inc.               45,054
   Active Building Maintenance                           15,652
   MP Telecommunications Group, LLC                      31,870
   Coast to Coast Communications                        152,890
   Power Tech Installations Elec. Contractors, Inc.      15,700
   Equal Access, Inc.                                    29,711
   Teksystems, Inc.                                      19,525
                                                       --------
                    Total                              $574,303
     
Recovery Services has agreed to perform the collections on a
contingency basis at a 30% rate of the gross recovery.

Larry Waslow, a shareholder of Recovery Services, will be
primarily responsible in the collection.  

To the best of the Trustee's knowledge, Recovery Services does not
represent any interest materially adverse to the Trustee, the
Debtors and their estates.

Network Plus Corp., a network-based integrated communications
provider, which offers broadband data and telecommunications
services, filed for chapter 11 protection on February 04, 2002
(Bankr. Del. Case No. 02-10341).  On June 11, 2003, the Debtors'
cases were converted into  chapter 7 liquidation proceedings.
Michael B. Joseph was appointed chapter 7 trustee.  Jonathan M.
Stemerman, Esq., of Wilmington, Del., represents the chapter 7
trustee.  Edward J. Kosmowski, Esq., Joel A. White, Esq., and
Maureen D. Like, Esq., at Young Conaway Stargatt & Taylor
represents the Debtors.  As of Sep 30, 2001, the Debtors post
$433,239,000 in total assets and $371,300,000 in total debts.


NETWORK PLUS: Chapter 7 Trustee Wants Feb. 28 as Admin. Bar Date
----------------------------------------------------------------
Michael B. Joseph, the Chapter 7 Trustee overseeing the
liquidation of Network Plus Corporation and Network Plus, Inc.,
asks the Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware to establish Feb. 28, 2006, at 4:00 p.m.,
as the last day to file a request for payment of chapter 11
administrative expense or a final application for allowance of
compensation and reimbursement of expenses.

Those claims must become due and payable from Feb. 4, 2002, up to
June 11, 2003, the Debtors' conversion date from a chapter 11
proceeding to a chapter 7 liquidation.

The Chapter 7 Trustee says that any person or entity that has an
administrative claim that arose, accrued or became due and payable
during the chapter 11 administrative expense period will be
required to file a request for payment of administrative expense
or a final application for allowance of compensation and
reimbursement of expenses.

Network Plus Corp., a network-based integrated communications
provider, which offers broadband data and telecommunications
services, filed for chapter 11 protection on February 4, 2002
(Bankr. Del. Case No. 02-10341).  On June 11, 2003, the Debtors'
cases were converted into chapter 7 liquidation proceedings.
Michael B. Joseph was appointed as chapter 7 trustee.  Bradford J.
Sandler, Esq., and Raymond Howard Lemisch, Esq., at Adelman Lavine
Gold and Levin, PC, represents the chapter 7 trustee.  Edward J.
Kosmowski, Esq., Joel A. Waite, Esq., Mark R. Owens, Esq., Matthew
Barry Lunn, Esq., and Maureen D. Luke, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors.  As of Sept. 30,
2001, the Debtors posted $433,239,000 in total assets and
$371,300,000 in total debts.


NORTHWEST AIRLINES: Charlotte Wants Stay Lifted to Set Off Debts
----------------------------------------------------------------
The City of Charlotte, North Carolina, asks the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay so that it may offset mutual obligations with Northwest
Airlines Corp. and its debtor-affiliates.

Daniel G. Clodfelter, Esq., at Moore & Van Allen, PLLC, in
Charlotte, North Carolina, relates that the Debtors and Charlotte
are parties to an airport agreement and lease, pursuant to which
the Debtors agreed to pay Charlotte for the use of the facilities
at the Charlotte/Douglas International Airport.  The charges
accrued under the Master Lease include amounts due for landing
fees, terminal rent, rental and use of gate areas, rental and
fees for use of administrative offices, rental for service and
maintenance facilities.

As of the Petition Date, the aggregate amount due to Charlotte
under the Master Lease was $112,895.  The Debtors have continued
to use all facilities, premises and services to which it is
entitled under the Master Lease.  As of November 2005, Northwest
has neither assumed nor rejected the Master Lease under Section
365(d)(3) of the Bankruptcy Code.

Pursuant to the Master Lease, Charlotte and the Debtors, along
with certain other parties, agreed to share specific revenues
generated from operations at the Charlotte/Douglas International
Airport.  At the end of each fiscal year, each signatory to the
Master Lease is entitled to receive a pro rata share of 40% of
excess specified revenue.  The Debtors are signatory to the
Master Lease and their share of the Revenue Split for the fiscal
year ending June 30, 2005, is about $300,000.

The Debtors' share and right to payment of the Revenue Split
accrued and became fixed, non-contingent and liquidated prior to
the Petition Date.  Charlotte is obligated to remit payment of
the Revenue Split by December 1, 2005, subject to set-off rights.

Mr. Clodfelter explains that the Master Lease is governed by the
laws of North Carolina, and the right to set off mutual
obligations between parties to multiple contracts and arising
under those contracts is well-recognized in North Carolina law.
There is full mutuality between Charlotte and Northwest and
therefore, a set-off right exists under North Carolina common
law.

In addition, Charlotte, under the Master Lease, is required to
calculate Excess Non-Airline Terminal Revenues and make
remittance of each signatory airline's share by December 1, 2005,
subject to Charlotte's rights to set off.  If it should make a
remittance to the Debtors, Charlotte might lose its existing set-
off rights.

Thus, Charlotte also asks the Court to allow it to retain funds
remaining after the set-off to preserve its set-off right in the
event the Debtors ultimately reject the Master Lease.

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


NORTHWEST AIRLINES: Goodrich Demands Payments for Invoices
----------------------------------------------------------
Goodrich Corporation and Northwest Airlines Corp. and its debtor-
affiliates are parties to prepetition executory contracts pursuant
to which Goodrich:

   (a) provides the Debtors with an inventory of replacement
       wheels and brakes, landing gear, and other aircraft spare
       parts; and

   (b) repairs aircraft spare parts sent for repair by the
       Debtors.

Under the Executory Contracts, the Debtors issue purchase orders
to Goodrich for all purchases and repairs of Spare Parts.
Goodrich issues an invoice to the Debtors simultaneously with the
delivery of the orders.

In addition, pursuant to the Executory Contracts, Goodrich
delivers to the Debtors on a daily basis a sufficient supply of
wheels and brakes and related spare parts to ensure that the
Debtors have a 45-day supply for use on certain types of aircraft
in their fleet.  Goodrich retains title to the Wheel and Brake
Spares.

Carren B. Shulman, Esq., at Heller Ehrman LLP, in New York, tells
the U.S. Bankruptcy Court for the Southern District of New York
that the Executory Contracts contain confidentiality provisions
prohibiting the parties from disclosing the relevant pricing and
business terms.  Goodrich proposes to file any invoices or
business terms under seal.

Fees under the Wheel and Brake Contracts are paid monthly, based
on the number of landings of aircraft of each fleet type for
which the Wheel and Brake Spares are supplied.  The Debtors
deliver a report at the beginning of each month detailing the
landings for the prior month and Goodrich issues an invoice for
the prior month fees, multiplying the landings reported in the
report by the price in the Wheel and Brake Contracts.

In exchange for the fees paid under the Wheel and Brake
Contracts, title to the Debtors' monthly requirements of wheels
and brakes and related spare parts is transferred to the Debtors.

Ms. Shulman informs Judge Gropper that more than $1,100,000
remains outstanding pursuant to invoices for landings made before
the Petition Date.

Goodrich has retained a security interest in all Wheel and Brake
Spares.  The Wheel and Brake Spares are subject to immediate
repossession by Goodrich under Section 1110 of the Bankruptcy
Code.  Because 60 days has passed since the Petition Date and the
Debtors have failed to remit all payments past due under the
Wheel and Brake Contracts, Goodrich is entitled to recover the
Wheel and Brake Spares, Mr. Shulman contends.

Under the Executory Contracts for Aircraft Interior Products,
Goodrich has provided the Debtors an exchange inventory of spares
for their exclusive use.  Goodrich must maintain an inventory of
serviceable replacement parts to ship to the Debtors within 48
hours after the Debtors send a Dedicated Spare to Goodrich for
repair.  The fees paid under the AIP Contracts are for the
continuous supply of serviceable parts.

In addition, Goodrich sells and repairs Spare Parts for the
Debtors pursuant to purchase orders not governed by Executory
Contracts.  Fees pursuant to these purchase orders are based on
the cost of the Spare Part sold to the Debtors or the cost of
repair.  As with purchase orders issued pursuant to the Executory
Contracts, Goodrich sends the Debtors an invoice for the sale or
repair of Spare Parts on the Spare Part's delivery.

Payment terms under the Executory Contracts range from 15 to 45
days after issuance of invoices depending on the contract.
Payment terms under purchase orders not governed by Executory
Contracts vary.

According to Ms. Shulman, after the Petition Date, Goodrich
shipped $2,523,057 in Spare Parts to the Debtors.  About half of
that total or $1,202,498 is now past due and the Debtors have
refused to pay that amount.

On September 23, 2005, the Debtors asserted their supposed right
to apportion the postpetition service invoices of creditors,
seemingly distinguishing the treatment of purchase orders from
service orders.

On October 4, 2005, Goodrich requested clarification on the
Debtors' statements regarding the unique treatment of service
orders and reconfirmed that Goodrich was shipping Spare Parts
under the Debtors' initial instructions and assurances that all
service orders and parts shipped after the Petition Date would be
treated as postpetition and paid fully under the business terms
appropriate for each shipment.

On October 11, 2005, the Debtors conveyed that, because the Spare
Parts, based on prepetition purchased orders, were delivered
after the Petition Date, they are not responsible for prepetition
labor costs associated with Spare Parts repair.

Ms. Shulman argues that the Debtors' assertion was not only
erroneous, but was also an anticipatory breach of their promises
to pay for Spare Parts delivered after the Petition Date.

The Executory Contracts and the business relationship between the
parties require or contemplate separate charges for labor.
Goodrich has advised the Debtors that its labor costs are
proprietary and confidential business information that Goodrich
has not supplied and will not supply to anyone.

All Spare Parts must be inspected in accordance with Federal
Aviation Administration regulations before the Spare Part can be
delivered to the Debtors.  The value is therefore only in a new
or fully repaired Spare Part that has been inspected and
delivered to the Debtors for use on their aircraft.

Goodrich notes that it has made written and oral demands on the
Debtors to pay outstanding postpetition invoices but the Debtors
have failed and refused to remit payment.

Accordingly, Goodrich asks the Court to:

   (a) compel the Debtors to pay postpetition invoices totaling
       over $1,200,000 as an administrative expense; and

   (b) grant Goodrich relief from stay, to terminate the
       Executory Contracts based on the Debtors' failure to make
       postpetition payments and continued failure and refusal to
       provide Goodrich with adequate assurance of their ability
       to perform postpetition pursuant to Section 2-609 of the
       Uniform Commercial Code; or

Alternatively, Goodrich seeks:

    -- to compel the Debtors to immediately assume or reject the
       Executory Contracts; and

    -- grant Goodrich adequate protection until the Executory
       Contracts are assumed or rejected, during the period that
       Goodrich is stayed from terminating the executory
       contracts and required to continue to perform, in the form
       of COD terms and recognition that all transactions
       performed in the interim were performed pursuant to the
       terms of the Executory Contracts.

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


NORTHWEST AIRLINES: UST Wants Info Blocking Procedures Approved
---------------------------------------------------------------
Pursuant to Section 586(a)(3)(E) of the Judicial Procedures Code
and Section 105(a) of the Bankruptcy Code, Deirdre A. Martini,
the United States Trustee for Region 2, asks the U.S. Bankruptcy
Court for the Southern District of New York to establish
information blocking procedures for members of the Official
Committee of Unsecured Creditors.

The U.S. Trustee notes that with the dual filings of Delta Air
Lines, Inc., and Northwest Airlines, Inc., four major airlines
were, at the time of filing, operating under bankruptcy
protection.  Thus, nearly half of the United States air capacity
was running on carriers with Chapter 11 cases.

The prospects for the airline industry are uncertain, thus, the
U.S. Trustee believes that additional procedures should be
established for members of the Creditors Committee who serve on
committees in certain other pending airline Chapter 11 cases with
respect to confidential information related to the Debtors.

The U.S. Trustee explains that the proposed information blocking
procedures require entities who are simultaneously serving on the
Creditors Committee and on a committee in any other airline
company's Chapter 11 case to have a representative execute a
declaration.  Those who are not members of a committee in any
other airline case need not comply with the information blocking
procedures.

Specifically, the Information Blocking Declaration requires the
Creditors Committee member to:

   (a) acknowledge that any personnel of the Committee member, as
       identified on the Committee roster maintained by Committee
       counsel, performing Committee-related services may receive
       confidential information, and that all relevant employees
       of the Committee member are aware of the information
       blocking procedures and have agreed to comply with the
       procedures;

   (b) agree to not share any non-public information obtained by
       Committee Personnel;

   (c) maintain information gained in service on the Committee in
       secured locations reasonably inaccessible to other
       employees of the Committee member who perform Airline
       Committee functions in another Airline Case;

   (d) prohibit the dissemination of non-public information
       received by other employees of the Committee member in
       their capacity as a member of another Airline Committee to
       any Committee Personnel of the Committee member; and

   (e) report to the U.S. Trustee any internal material breach by
       the Committee member of the information blocking
       procedures.

Any of the Creditors Committee's professionals must also be
required to report violations of the Information Blocking
Procedures to the Office of the U.S. Trustee.

The U.S. Trustee clarifies that she is not alleging that any of
the members of the Creditors Committee have misused or
intentionally will misuse non-public information of the Debtors.
However, the U.S. Trustee believes that additional procedures are
appropriate to safeguard non-public information provided by the
Debtors.

The U.S. Trustee reserves her right to take actions as she deems
appropriate in the event of a violation, including removing a
Committee member or seeking subordination of the member's claim.

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


O'SULLIVAN IND: Creditors Panel Balks at Disclosure Statement
-------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates'
Disclosure Statement spins their theory of their Chapter 11 cases
that the Senior Secured Noteholders have a blanket senior lien on
all of the Debtors' assets and thus own the Debtors, the Official
Committee of Unsecured Creditors tells the U.S. Bankruptcy Court
for the Northern District of Georgia.

A theory needs facts to withstand critical analysis, James R.
Sacca, Esq., at Greenberg Traurig LLP, in Atlanta, Georgia, says.  
Having assumed the operative facts of their Chapter 11 cases, the
Debtors' Disclosure Statement spouts unsubstantiated conclusions.

In particular, Mr. Sacca notes that the Disclosure Statement fails
to disclose:

   (i) the identity and value of the unencumbered assets in the
       Debtors' estates;

  (ii) the deficiencies in the incomplete senior and junior
       security positions asserted by the Senior Secured
       Noteholders;

(iii) the value of the Senior Secured Noteholders' collateral as
       determined pursuant to Section 506(a) of the Bankruptcy
       Code;

  (iv) the factual basis for the Debtors' asserted Enterprise
       Value;

   (v) the factual basis for the Plan treating Intercompany
       Claims more favorably than other General Unsecured Claims;

  (vi) the operative Plan Documents; and

(vii) identity and value of, and the basis for, broad third
       party releases contained in the Plan.

Mr. Sacca contends that to meet the adequate information
requirement of Section 1125, the Disclosure Statement must do much
more than narrate a self-interested fiction.  The Disclosure
Statement must provide:

   (i) that the Indenture Trustee for the Senior Secured Notes
       does not have blanket senior liens on all assets, but
       rather a mixed junior lien on certain assets, a senior
       lien on other assets, and no lien on other assets.  The
       Creditors Committee notes that no perfection documents
       were recorded in Canada and the United Kingdom, thus
       rendering assets in those locals unencumbered assets;

  (ii) that the Debtors have potential preference actions which
       could provide a recovery to General Unsecured Creditors;

(iii) that the Debtors incurred over $4,000,000 in trade credit
       in the week prior to the Petition Date;

  (iv) the specific facts surrounding the key operative documents
       which are to be part of the Plan Documents and the Plan
       Supplement;

   (v) the specific facts, as opposed to a summary of  
       methodology, of the Debtors' valuation analysis; and

  (vi) the specific facts relative to the Debtors' future
       operations.

In addition, Mr. Sacca contends that the Plan violates these
Bankruptcy Code provisions:

   * Section 1122(a) -- by classifying claims that are not
     substantially similar in the same class;

   * Sections 1123(a)(4) and 1129(b) -- by discriminating in the
     treatment of substantially similar claims;

   * Section 506(a) -- by providing a return to the Senior
     Secured Noteholders in excess of their Allowed Secured
     Claim;

   * Sections 524 and 1125(e) and applicable law by imposing
     third Party releases; and

   * Section 1129(b) -- by not providing for a distribution to
     holders of General Unsecured Claims notwithstanding the
     existence of unencumbered assets.

"The Disclosure Statement is the Bankruptcy Code's tool for
providing interested parties with information to decide how to
vote on, and information to decide whether to object to, the
Plan," Mr. Sacca maintains.  However, as a result of the gaping
omissions, the Debtors' Disclosure Statement fails to provide
specific factual information that is critical to making an
informed decision about the Plan, Mr. Sacca says.

Where there are numerous or significant inaccuracies or omissions
in a disclosure statement, a court must deny approving it to
protect the interests of creditors.  Without full disclosure of
adequate information in the Debtors' Disclosure Statement,
creditors are unable to exercise their voting rights and their
rights to object to confirmation of the Plan, Mr. Sacca explains.

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


O'SULLIVAN IND: Bank of NY Wants Disclosure Statement Modified
--------------------------------------------------------------
The actual amount of unpaid interest on account of Senior Secured
Notes as of the Petition Date is $8,082,649, contrary to the
$7,800,000 reported by O'Sullivan Industries Holdings, Inc., and
its debtor-affiliates in the Disclosure Statement accompanying
their Amended Plan of Reorganization, Wendy L. Hagenau, Esq., at
Powell Goldstein, LLP, in Atlanta, Georgia, asserts on behalf of
The Bank of New York.

Additionally, Ms. Hagenau points out that there are no provisions
in the Plan or Amended Disclosure Statement addressing the payment
of Bank of New York's prepetition secured claim.

The Bank of New York is the Indenture Trustee pursuant to an
Indenture dated September 29, 2003, with respect to O'Sullivan
Industries' issuance of $100,000,000 in 10.63% senior secured
notes due 2008.

Ms. Hagenau also states that the Plan excludes the Indenture
Trustee's fees from the definition of Senior Secured Notes Claim,
Allowed Senior Secured Notes Secured Claims and Allowed Senior
Secured Notes Deficiency Claims.  Ms. Hagenau points out that
under the terms of the Indenture and the Security and Pledge
Agreement dated September 29, 2003, the Debtors' obligations to
pay the Indenture Trustee's prepetition fees are secured by the
same collateral as the Notes as well as lien, prior to the Notes,
on all money or property held or collected by the Indenture
Trustee.  

Furthermore, the Amended Disclosure Statement does not adequately
address how the Indenture Trustee's prepetition fees and charges
will be paid and why its prepetition claim for fees is not
included as a secured claim.  The Amended Disclosure Statement
also does not explain why the Indenture Trustee is excluded from
the definition of Released Parties, although the holders of the
Notes for whom the Indenture Trustee acts are included in the
definition.

The Amended Disclosure Statement provides for the circumstances
where an original Senior Secured Note may have been lost,
destroyed, stolen or mutilated.  However, the Amended Disclosure
Statement does not disclose that under the Indenture, the
Indenture Trustee must also be satisfied with the form of
affidavit and may also require an indemnity bond, Ms. Hagenau
says.

Accordingly, the Bank of New York wants the Amended Disclosure
Statement revised.

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


ORGANIZED LIVING: Sells Trademarks for $70,000 to AIM Inc.
----------------------------------------------------------
The Honorable Charles M. Caldwell of the U.S. Bankruptcy Court for
the Southern District of Ohio authorized Organized Living, Inc.,
to sell some trademarks, domain names and other related assets to
Aim Inc. free and clear of liens, claims and interests for
$70,000.

As previously reported in the Troubled Company Reporter on
Nov. 11, 2005, the trademark assets for sale included:

   -- OLI's registered trademarks,

   -- domain names, including http://www.organizedliving.com/and    
      http://www.organized1.com/

   -- software,

   -- graphic images,

   -- enterprise software licenses from Microsoft, and

   -- detailed sales history and transaction data.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of     
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


PHARMACEUTICAL FORMULATIONS: Grant Thornton Okayed as Accountant
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave Pharmaceutical Formulations, Inc., nka
14605 Incorporated, permission to employ Grant Thornton LLP as its
accountant, nunc pro tunc to Sept. 23, 2005.

As previously reported in the Troubled Company Reporter on
Dec. 21, 2005, Grant Thornton will perform accounting of the
Debtor's receivable, inventory, cash, accounts payable and other
account records, and provide the Debtor with a report regarding
its findings.

The current billing rates of Grant Thornton's professionals are:

          Designation               Rate
          -----------               ----
          Partners                  $450
          Senior Managers           $395
          Managers                  $335
          Senior Associates         $280
          Associates                $160
          Admin./Secretarial         $95

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Wants Until Apr. 5 to Remove Actions
-----------------------------------------------------------------
Pharmaceutical Formulations, Inc., nka 14605 Incorporated, asks
the Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to extend its time to remove civil actions
until Apr. 5, 2006.

The Debtor says it may be a party to actions currently pending in
the court of various states and federal districts.  The Debtor has
no sufficient time to review all the prepetition actions because
of the complexity of its case.

Objections to the Debtor's request, if any, must be submitted on
Jan. 25, 2006, at 4:00 p.m.  Judge Walrath will consider the
Debtor's request on Feb. 1, 2006, at 10:30 a.m.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PRICE OIL: Has Until February 3 to File Schedules and Statements
----------------------------------------------------------------
The Honorable Dwight H. Williams Jr. of the U.S. Bankruptcy Court
for the Middle District of Alabama in Montgomery extended Price
Oil, Inc., and its debtor-affiliates' time to file their schedules
of assets and liabilities and statements of financial affairs to
Feb. 3, 2006.

As previously reported in the Troubled Company Reporter on Jan. 4,
2006, the Debtors explain that they need to compile a large amount
of data to be included in the schedules.  The Debtors assure the
Court that their employees are already working to complete the
documents.  However, their employees' efforts are divided between
data gathering and stabilizing the Debtors' operations during the
initial period after their bankruptcy filings.

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


PRIMEDEX HEALTH: Moody's Withdraws Caa2 Rating on $45M Term Loan
----------------------------------------------------------------
Moody's Investors Service is withdrawing all of the ratings for
Primedex Health Systems, Inc., the ultimate parent of Radnet
Management, Inc. and other operating entities, and its affiliate
Beverly Radiology Medical Group III, because the previously
proposed financing has been terminated.

Today Moody's withdraws these ratings:

   * the B3 rating on a $10 million revolving credit facility
     due 2010 for Radnet and Beverly Radiology Medical Group III;

   * the B3 rating on a $125 million first lien term loan due 2010
     for Radnet;

   * the Caa2 rating on the $45 million second lien term loan
     due 2011 for Radnet;

   * the B3 corporate family rating for Primedex; and

   * the Speculative Grade Liquidity rating of SGL-2.

Primedex provides diagnostic imaging services through a network of
57 outpatient imaging centers in the state of California.  For the
twelve months ended July 31, 2005, Primedex reported net revenues
of approximately $140 million.


RACHEL PAL: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Rachel Pal Family, et al., Ltd.
        c/o Nitzana Rosenberg
        15 9th Street
        Lakewood, New Jersey 08701

Bankruptcy Case No.: 06-10181

Type of Business: The Debtor is a real estate developer.  The
                  Debtor previously filed for chapter 11
                  protection on June 12, 2002 (Bankr. S.D.N.Y.
                  Case No. 02-20293).  Pal Family Credit Company,
                  Inc., an affiliate, also filed for bankruptcy
                  protection in the Southern District of New York
                  on: Nov. 16, 2001, Case No. 01-20654,
                  May 20, 2002, Case No. 02-20255, May 6, 2003,
                  Case No. 03-22777, May 23, 2004, Case No.
                  05-22820, and July 29, 2005, Case No. 05-15216.

Chapter 11 Petition Date: January 10, 2006

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, New Jersey 08619-4407
                  Tel: (609) 890-1500

Total Assets: $7,093,500

Total Debts:  $1,124,650

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tamara Pal                       Loan                  $130,000
1 Lenore Avenue
Monsey, NY 10952

Richard Sarajian, Esq.           Legal fees             $18,750
67 North Main Street
New City, NY 10956

Jacob Rosenbaum                                         $16,500
5 Blauvelt Road
Monsey, NY 10952

Montalbano Condon & Frank LLP    Attorney's fees        $16,500
67 North Main Street
New City, NY 10956

Nitzana Rosenberg                Loans                  $13,500
15 - 9th Street
Lakewood, NJ 08701

Lynn Picket                                             $11,000
2295 Oak Ham Court
Mahwah, NJ 07430

Robert Bolte                                             $8,000
8 Bolte Drive
Rensselaerville, NY 12147

Roland Cavalier, Esq.            Attorney's fees         $8,000
54 State Street, 8th Floor
Albany, NY 12207

Herm Ungerman                                            $7,800
395 State Street
Schenectady, NY 12307

Mark McCarthy, Esq.              Legal fees              $5,300
54 State Street
Albany, NY 12207

Harris Beach, Esq.               Attorney's fees         $5,200
54 State Street, 8th Floor
Albany, NY 12207

Yehuda Russak                                            $2,050
37 Fessler Drive
Spring Valley, NY 10977

Shimon Russak                                            $1,500
3 Emes Lane
Monsey, NY 10952

Nicholas Morisillo, Esq.         Legal fees                $550
723 State Street
Schenectady, NY 12307


RUFUS INC: Court Sets Feb. 7 for Plan Confirmation Hearing
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing at 2:00 p.m. on Feb. 7, 2006, to consider the
merits of Rufus, Inc.'s Plan of Reorganization.  The Court
approved the Debtor's Disclosure Statement at a hearing on
Dec. 28, 2005.

As previously reported, the Plan provides for the merger of
substantially all of the Debtor's assets with Maxie Biggz, LLC.  
The business operations, after plan confirmation, will be solely
conducted by Maxie.  Once the merger is consummated, Maxie will
assume some of the Debtor's liabilities.

Under the Plan, these claims, aggregating $18,579,166, will be
paid in full:

         -- administrative claims;
         -- priority tax claims;
         -- non-priority claims;
         -- Penn claim; and
         -- other secured claims;

MVP II/MVP DIP lender claims will be contributed to capital in the
Debtor prior to the merger.

General unsecured creditors will receive their pro rata share from
a $150,000 pool and other forms of distribution.  Warranty claims
will share in a distribution of up to $25,000.  These two creditor
classes assert claims totaling $4,365,852.

Equity holders won't receive any distribution under the Plan.

An Administrator will be appointed to administer the Plan and make
distributions to creditors.

Headquartered in Meriden, Connecticut, Rufus, Inc., sells dogs,
dog food, supplies and accessories.  The Debtor also operates a
chain of six retail stores in the Northeastern United States.  The
Company filed for chapter 11 protection on Aug. 10, 2005 (Bankr.
D. Del. Case No. 05-12218).  Edward J. Kosmowski, Esq., and Ian S.
Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its bankruptcy proceeding.  When the
Debtor filed for protection from its creditors, it listed $1.8
million in total assets and $12.7 million in total debts.


SOLUTIA INCORPORATED: 500+ GE Employees File PCB Exposure Action
----------------------------------------------------------------
More than 500 employees of General Electric Co. filed a lawsuit
against Monsanto Company, Solutia, Inc., and Pharmacia Inc., in
the Supreme Court of New York County, according to published
reports.

Reuters says the GE employees, who seek $1 billion in punitive
and $1 billion in actual damages, assert personal injury and fear
of future disease due to exposure to polychlorinated biphenyls.

"Monsanto was served with the lawsuit the last week of December
and disclosed the details Wednesday in conjunction with release
of its first-quarter earnings," Reuters' Carey Gillam says.

According to Reuters, Monsanto denies liability to the claims
and believe that any likely liability rested with General
Electric.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


STELCO INC: Court Schedules Sanction Hearing on Jan. 17
-------------------------------------------------------
Stelco Inc. (TSX:STE) issued an update on various measures being
pursued under its Court-supervised restructuring process.  The
update is designed to, among other things, provide information
that will assist affected creditors in electing whether to receive
all or any part of their distribution from the cash pool in new
common shares of Stelco, rather than cash, as part of the recovery
provided under the restructuring plan approved by affected
creditors on Dec. 9, 2005.

                     Restructuring Plan

The Company indicated that election forms were delivered to all
affected creditors in recent weeks.  Under the restructuring plan,
each affected creditor may elect, no later than 5:00 p.m. (Eastern
time) on Jan. 16, 2006, to receive all or any part of its
distribution from the cash pool in new common shares, subject to
an overall limit on the number of new common shares that creditors
collectively can elect to receive.  Any affected creditor who does
not elect will receive its entire distribution from the cash pool
in cash.

Stelco also confirmed that the Court will consider the
restructuring plan, approved on Dec. 9, 2005, at a sanction
hearing on Jan. 17, 2006.  At that time the Court will also hear
an application by certain existing shareholders seeking the sale
of the entire Stelco enterprise as a going concern.  Stelco does
not believe that this course would be in the best interests of the
Company and its stakeholders.

                     Executive Leadership

The Company also reported that the process of identifying a new
board of directors is continuing.  The Company's agreement with
the three significant equity holders provides that the new board
will consist of:

   -- four directors to be named by Tricap Management Limited,

   -- one director to be named by each of Sunrise Partners Limited
      Partnership and Appaloosa Management LP, and

   -- the remaining three directors to be satisfactory to the
      three significant equity holders as a group.

It is expected that the composition of the new board will be
announced shortly before the date of the sanction hearing.

Stelco also disclosed that the three significant equity holders,
who together will hold a majority of shares in the Company upon
completion of the restructuring, have indicated their desire that
Courtney Pratt, the current chief executive officer of the
Company, be named chairman of the new board of directors, and that
the Company seek a new chief executive officer.  Any changes are
dependent upon plan implementation, scheduled for the end of
February 2006.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until Jan. 31, 2006.


STEVE'S SHOES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Steve's Shoes, Inc.
        dba Sole Outdoors
        dba Overland Trading Co.
        dba Steve's
        dba Steve's Shoes
        11333 Strang Line Road
        Lenexa, Kansas 66215

Bankruptcy Case No.: 06-20015

Type of Business: The Debtor is a shoe retailer.  See
                  http://www.stevesshoes.com/

Chapter 11 Petition Date: January 6, 2006

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Thomas M. Mullinix, Esq.
                  Joanne B. Stutz, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, Kansas 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701

Total Assets: $9,494,325

Total Debts:  $20,200,821

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
General Growth                Glenbrook Square,       $1,430,857
4201 Coldwater Road           Fort Wayne, IN
Fort Wayne, IN 46805          (Pending Closing)

The Mills Properties          Southdale Mall,         $1,299,115
2585 Southdale Center,        Edina, MN
Edina, MN 55435               (Pending Closing)

General Growth                Clackamas Towne         $1,073,357
12000 Southeast 82nd Avenue   Center, Portland, OR
Portland, OR 97266            (Closed)

CBL & Associates              Laurel Park Place,        $831,528
37562 West Six Mile Road,     Livonia, MI (Closed)
Space G510
Livonia, MI 48152

Michael Yeager                Loan - subordinated       $750,000
12109 Bluejacket              debt general
Overland Park, KS 66213       corporate purposes

Glimcher                      Mall at Fairfield         $742,764
2727 Fairfield Commons,       Commons,
#E243                         Beavercreek, OH
Beavercreek, OH 45431         (Closed)

Glimcher                      Polaris Fashion           $681,350
1500 Polaris Parkway          Place, Columbus, OH
Columbus, OH 43240            (Pending Closing)

Macerich                      The Citidel Mall,         $661,473
750 Citidell Drive            Colorado Springs, CO
East Colorado Springs,        (Pending Closing)
CO 80909

Dr. Martens Airwair USA LL                              $625,274
Mail Stop 97
P.O. Box 4100
Portland, OR 97208

Merrell                                                 $616,255
P.O. Box 95592
Chicago, IL 606945592

General Growth                Mall St. Mathews,         $603,011
5000 Shelbyville Road         Louisville, KY
Louiseville, KY 40207         (Pending Closing)

General Growth                The Tucson Mall,          $514,213
4500 N. Oracle,               Tucson, AZ (Closed)
Tucson, AZ 85705

ECCO                                                    $513,204
P.O. Box 6094
Boston, MA 022126094

UGGS                                                    $391,264
P.O. Box 6367
SANTA BARBARA, CA 93160-6367

Keen                                                    $382,582
Dept. 33620
P.O. Box 39000
San Francisco, CA 94139

Steve Yeager                  Loan - subordinated       $350,000
6311 West 127th Terrace       debt general
Leawood, KS 66209             corporate purposes

Born                                                    $333,895
P.O. Box 26802
New York, NY 100876802

Skechers                                                $246,556
P.O. Box 37989
Charlotte, NC 282377989

General Growth                Chapel Hills Mall,        $220,129
1710 Briargate Boulevard,     Colorado Springs, CO
Colorado Springs, CO 80920    (Closed)

ULU                                                     $211,541
208 Flynn Avenue, Suite 3H
Burlington, VT 05401


TEC FOODS: Wants to Hire Auspex Capital as Financial Advisors
-------------------------------------------------------------          
TEC Foods, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan for permission to employ Auspex Capital, LLC,
as its financial and restructuring advisors.

Auspex Capital will:

   1) assist the Debtor in negotiations with Taco Bell Corp and
      Wells Fargo Bank, N.A., in connection with restructuring and
      recapitalization strategies;

   2) assist the Debtor in developing and implementing a plan of
      reorganization;

   3) advise the Debtor on capital needs, structure and potential
      capital sources and assist in negotiating documents related
      to a refinancing of debt and a sale-lease-back transaction;

   4) perform an evaluation of the Debtor's fee properties with to
      the merits of a possible sale lease-back transaction; and

   5) perform all other financial and restructuring advisory
      services to the Debtor that are necessary in it chapter 11
      case.

Christopher Kelleher, a member of Auspex Capital, discloses that
his Firm received a $12,000 retainer.  Mr. Kelleher discloses that
his Firm will be paid with a $4,000 monthly fee.

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

Headquartered in Pontiac, Michigan, TEC Foods, Inc., filed for
chapter 11 protection on Nov. 3, 2005 (Bankr. E.D. Mich. case No.
05-89154).  Paula A. Hall, Esq., at Butzel Long, P.C., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection form its creditors, it listed estimated assets and
debts of $10 million to $50 million.


THAXTON GROUP: Wants Until March 6 to File Notices of Removal
-------------------------------------------------------------          
The Thaxton Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
March 6, 2006, the time within which they can file notices of
removal with respect to pre-petition civil actions pursuant to
Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy
Procedures and 28 U.S.C. Section 1452.

As of the petition date, the Debtors are parties to numerous pre-
petition civil actions and proceedings pending before several
local and federal courts.

The Debtors give the Court two reasons supporting the extension:

   1) the Debtors have not had adequate opportunity to determine
      whether to remove any of the civil actions because their key
      management personnel were focused for the past several
      months on the operational restructuring and business plan
      of their Southern Management business; and

   3) they have also devoted substantial time and resources to
      marketing and selling their under-performing or none-core
      business, which are an important part of their
      reorganization efforts and of their proposed chapter 11
      plan.

The Court will convene a hearing at 9:30 a.m., on Jan. 20, 2006,
to consider the Debtors' request.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  As of Sept. 30, 2005, the Debtor declared total assets
of $101,638,795 and total liabilities of $173,989,057.


UAL CORP: Creditors Committee Hires Jonathan Macey as Expert
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois'
gave the Official Committee of Unsecured Creditors of UAL
Corporation and its debtor-affiliates permission to retain
Jonathan R. Macey as its corporate governance expert effective as
of Dec. 20, 2005.

As the Committee's expert, Mr. Macey will provide:

   -- corporate governance consulting services;
   -- an expert testimony; and
   -- an expert report, as requested by the Committee.

Mr. Macey's services will also include -- but will in no way be
limited to -- advising the Committee with respect to the
appropriateness of the Debtors' proposed corporate governance and
policy, board composition, the necessity of blank check preferred
stock and of a "poison pill," and potential alternatives.

Mr. Macey is Sam Harris Professor of Corporate Law, Corporate
Finance and Securities Law at Yale University, and Professor in
the Yale School of Management.  He performs consulting services
for banking and lending institutions.

Mr. Macey will be paid at the rate of $800 per hour.  He will be
reimbursed for actual and necessary expenses incurred in
connection with the services he provides.

Mr. Jacobson assures Judge Wedoff that Mr. Macey does not possess
conflicting or adverse interests in connection with the Debtors'
Chapter 11 cases and is "disinterested" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: To Spend $400 Mil. on Plane & Equipment Improvements
--------------------------------------------------------------
For 2006, United Airlines plans to spend $400,000,000 on plane
improvements to lure more customers as it emerges from Chapter 11
protection, Lynne Marek at Bloomberg News reports.

According to Ms. Marek, UAL disclosed that the improvements would
include refurbished plane cabins, improved equipment, upgraded
computer systems and new check-in kiosks.

"Some of the improvements will be made at Chicago's O'Hare
International Airport, the company's biggest base of operations,
where some customers waited three hours in check-in lines the
weekend before Christmas," Ms. Marek adds.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 111; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED AIR: Moody's Rates $3 Billion Secured Credit Facility at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to United Air
Lines, Inc.'s $3 billion senior secured credit facility, and also
assigned a B2 corporate family rating and a Speculative Grade
Liquidity rating of SGL-2.  The rating outlook is stable.

United's creditors have voted to accept its plan of
reorganization, the bankruptcy court confirmation hearing is
scheduled for Jan. 18, 2006, and the company is expected to emerge
from bankruptcy in February 2006.  The ratings take into account
that, through its bankruptcy reorganization United will be able to
decrease its debt load by $13 billion and materially reduce its
cost structure to become more competitive within its industry.  

The ratings also consider United's extensive route network
including a high market share at key domestic hubs and attractive
routes to Asia and Europe, which could be consistent with higher
ratings using Moody's rating methodologies.  Nevertheless, even
with the benefits of the restructuring financial metrics remain
relatively weak (with EBIT to interest expense expected to be
approximately 1x ) and are better reflective of the B2 corporate
family rating.

Through the bankruptcy process United was able to significantly
reduce its cost structure from labor savings including wage and
benefit reductions, as well as beneficial changes to work rules
and scope clauses in the labor contracts.  Overall, United's cost
savings are projected to be $7 billion on an annualized basis.  As
well, United terminated its defined benefit pension plans, which
were assumed by the Pension Benefit Guaranty Corporation, and
replaced the benefit plans with defined contribution plans.  The
reduced cost structure, which is now consistent with other major
US carriers should permit United to compete with other carriers
and to better weather the ongoing challenges of the industry.

However, the operating environment is likely to remain difficult
for United given high jet fuel costs and increasing competition
from low-cost carriers.  As well, while passenger traffic is
likely to remain high over the near term, United and other
carriers will be challenged to improve the yield to a level that
the company can consistently generate strong cash from operations.
Moody's also notes that United does not anticipate any investment
in new aircraft for several years at least, which will further
lengthen the average age of United's fleet.  In time United will
need to reinvest in its aircraft fleet in an amount which is
likely to be considerable.

The ratings also consider United's recently improving operating
performance resulting from its restructuring plans under which the
airline reduced unprofitable capacity and optimized its aircraft
fleet and domestic and international routes.  The ratings also
recognize the strength of United's market position, and its
participation in the Star Alliance program which enhances customer
loyalty.  United is projected to have approximately $3 billion in
balance-sheet cash and equivalents upon its bankruptcy emergence
in February 2006.  In light of rising fuel costs, debt maturities,
and capital expenditures, United's ratings could come under
pressure if balance sheet liquidity or cash flow were to
significantly decline from anticipated levels.

The stable outlook reflects Moody's expectations:

   * that United's post-emergence cost structure and sizeable cash
     on hand will provide sufficient flexibility to weather some
     of the near term competitive challenges in the industry;

   * that United will be able to generate some modest free cash
     flow over the near term; and

   * that key credit metrics, including debt to EBITDA and EBIT to
     Interest Expense will steadily improve from the relatively
     weak levels.

Additionally, in Moody's opinion, the industry will continue to be
affected by other airlines restructuring under Chapter 11, which
could allow them to lower their cost structures and further
increase competition for United.

Ratings could move upward if United sustains solid operating
results, lowers debt to EBITDA, to at least 6x and improves EBITDA
to interest and rent to greater than 2x (measured using Moody's
standard adjustments).  Ratings could be adjusted downward if flat
or declining operating and/or free cash flows limit United's
ability to maintain cash well above $1.5 billion, and fully comply
with its debt covenants.  Downward pressure could also result if
debt to EBITDA rises above 9x, or the operating environment
weakens materially.

The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity given the expectation for United's to generate modest
free cash flow over the near term and the cash balance upon
emergence from bankruptcy.  Moody's expects that United will
remain in compliance with all of its covenants in the near term.
The SGL rating also reflects the company's limited borrowing
capacity, since substantially all of its unencumbered assets serve
as collateral for the post-emergence credit facility.

Up to $3 billion in exit financing consists of a $300 million
revolving credit facility and up to a $2.7 billion term loan, both
with a tenor of six years (collectively the "Facilities").  The
Facilities are guaranteed by all of United's major domestic
subsidiaries and its parent, UAL Corp., and collateralized by all
unencumbered assets of United including aircraft, spare parts,
rights to international route authorities and real estate.  

The B1 rating reflects Moody's belief that under stressed
scenarios, liquidation of the collateral should allow full
recovery of principal for investors.  Proceeds from the Facilities
will be used to repay approximately $1.5 billion of United's
debtor-in-possession ("DIP") loans, including certain aircraft
transactions that may occur under the DIP, with the remainder
available for working capital and general corporate purposes.

Ratings assigned:

  United Air Lines, Inc.:

   * senior secured at B1
   * corporate family at B2
   * speculative grade liquidity rating at SGL-2

United Air Lines, Inc., a wholly owned subsidiary of UAL
Corporation, is headquartered in Elk Grove Village, Illinois.


WCI COMMUNITIES: S&P Affirms Low-B Ratings on $829 Million Debts
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B+' subordinated debt ratings on WCI Communities Inc.  
The outlook is stable.  The affirmations affect approximately $829
million of securities.

"The ratings acknowledge WCI Communities Inc.'s solid position in
several coastal Florida markets as well as its broadened product
platform and good debt coverage measures," explained Standard &
Poor's credit analyst James Fielding.  "These strengths are
tempered by the risks associated with geographic expansion and the
impact of hurricane activity on several of the company's Florida
communities."

In the near term, WCI is positioned with a record backlog as of
the end of third-quarter 2005 that will benefit the company's 2006
earnings.  However, construction delays related to Hurricane
Wilma, as well as higher labor and materials costs, are expected
to have a negative impact on profit margins.

In the longer term, ratings improvement will be contingent upon
further, profitable geographic diversification.  Conversely,
ratings would be negatively affected by speculative condominium
construction in new markets, highly leveraged acquisitions, or
aggressive share repurchase activity.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Forum
         Mid-day Club, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

January 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

January 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund Panel
         Troy Marriott, Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Looking Back at the First 90 Days
         Cornell Club, New York, New York
            Contact: http://www.airacira.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

January 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Roundtable Discussion
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

February 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &          
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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