TCR_Public/060113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 13, 2006, Vol. 10, No. 11

                             Headlines

ACCESS PHARMA: AMEX to Consider Stock Listing on Jan. 19 Hearing
ACCESS WORLDWIDE: Commences Operations in the Philippines
AES CORP: Gets Non-Compliance Notice Following Reporting Delay
ALEXANDRA KRUMSZYN: Case Summary & 7 Largest Unsecured Creditors
AMC ENT: Discloses Non-Public Material Info Regarding Loews Merger

AMERICAN REMANUFACTURERS: Black Diamond to Buy Selected Assets
AMERICHIP INTERNATIONAL: Appoints Thomas P. Schwanitz as CFO
ANCHOR GLASS: Court Authorizes Assumption of Unimin Contract
ANCHOR GLASS: Court OKs Stichter as Committee's Counsel
ANDROSCOGGIN ENERGY: Confirmation Hearing Set for Valentine's Day

ATA AIRLINES: Ambassadair Asks Court to Set Admin. Claim Bar Date
ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Feb. 1
BANK OF NEW ENGLAND: Bondholders Reach Partial Settlement
BBI ENTERPRISES: Court Orders Debtors' Appearance on January 25
CAROLINA TOBACCO: Wants to Employ Parks Bauer as Special Counsel

COLLINS & AIKMAN: Has Until Plan Confirmation to Decide on Leases
COLLINS & AIKMAN: Court Expands Scope of Davis Polk's Services
COLLINS & AIKMAN: GECC Wants Lear to Pay Prepetition Receivables
CONSTELLATION BRANDS: Fitch Rates $2.9 Billion Debts at Low-B
CORNERSTONE PRODUCTS: Files Liquidating Chapter 11 Plan in Texas

DANA CORP: Fitch Shaves Rating on Sr. Unsecured Debt to B from BB-
DELTA AIR: Industry Analysts Ponder Merger With Northwest
DOCTORS HOSPITAL: Court Sets Feb. 16 for Disclosure Hearing
E.SPIRE COMMS: Settles Mastec Default Judgment Controversy
EMPIRE FIN'L: Regains AMEX Listing Compliance with $4.53M Equity

ENVIRONMENTAL ELEMENTS: Has Until Jan. 30 to File Chapter 11 Plan
EXIDE TECH: VP & Controller P.A. Damaska Temporarily Sits as CFO
EXTENWAY SOLUTIONS: Shareholder Deficit Disappears at Oct. 31
FEDERAL-MOGUL: Sees 10% Workforce Cuts & $125MM in Charges by 2008
FORD MOTOR: Moody's Lowers Corporate Family Rating to Ba3 from Ba1

FOSS MANUFACTURING: Ch. 11 Trustee Can Access $31.4-Mil DIP Loan
FOSS MANUFACTURING: Trustee Hires Perkins Smith as Patent Counsel
FREESTAR TECHNOLOGY: Hires Horizon Law Group as Securities Counsel
FRIEDE GOLDMAN: Wants to File Suit to Recover Tax Refunds
FRIENDLY ICE CREAM: Gets New $8.5M GE Capital Loan to Pay Old One

GOLDSTAR EMERGENCY: Inks $900K Settlement Pact with C. Henderson
GOLDSTAR EMERGENCY: Wants to Sell Excess Vehicles
GOLDSTAR EMERGENCY: Taps Akin Doherty to Provide Tax Services
GRAND AVENUE: Moody's Rates $9 Mil. Class E-1 & E-2 Notes at Ba2
HARDWOOD P-G: Case Summary & 59 Largest Unsecured Creditors

HOST MARRIOTT: Exercises Option for Conversion Rights
INTERACTIVE MOTORSPORTS: Sells Assets to Cut Debt by $571,000
KERR-MCGEE: Fitch Assigns BB Ratings to $3.85 Billion Debts
LOEWS CINEPLEX: AMC Discloses Non-Public Material Info Re Merger
LOEWS CINEPLEX: Gets Necessary Tenders for 9% Senior Notes

LORETTO-UTICA: Court Sets July 22 as Claims Bar Date
MARSH SUPERMARKETS: Completes $25 Million Two-Year Term Loan
MEDICAL TECHNOLOGY: Confirmation Hearing Set for January 30
MIRANT CORP: New Shares Listed on the New York Stock Exchange
MISSION INSURANCE: Claims Procedures Hearing Set on Jan. 24

MONTECITO BROADCAST: S&P Junks Rating on Proposed $48 Million Loan
MUSICLAND HOLDING: Files Chapter 11 Protection in New York
MUSICLAND HOLDING: Case Summary & 30 Largest Unsecured Creditors
NETWORK PLUS: Dilks & Knopik Approved to Recover Unclaimed Funds
NEVADA POWER: Prices Private Offering of $210 Mil. Mortgage Notes

NEWAVE INC: Discloses Strategic Initiatives For 2006
NORTHWEST AIRLINES: Has Until July 13 to File a Chapter 11 Plan
NORTHWEST AIRLINES: Industry Analysts Ponder Merger With Delta
NORTHWESTERN CORP: Harbert Distressed Wants Directors Replaced
O'SULLIVAN IND: Committee Supports Other Professionals' Retention

O'SULLIVAN INDUSTRIES: Court Gives Final Okay to FTI's Retention
ORIENTAL FINANCIAL: S&P Assigns BB+ Counterparty Credit Rating
OWENS CORNING: Recording $140M++ Addt'l Expenses Under Credit Pact
PINNACLE ENTERTAINMENT: Moody's Affirms Caa1 Sr. Sub. Debt Rating
PLIANT CORP: Court Grants Interim Access to Cash Collateral

PLIANT CORP: Has Interim Access to $37 Million Under DIP Loan
POLAROID CORP: Administrator Has Until Jan. 16 to Object to Claims
PORT BAILEY: Case Summary & 14 Largest Unsecured Creditors
REFCO INC: Oracle & Cargill Object to Contract Assignments
RESIDENTIAL ASSET: S&P Shaves Ratings on Class M-I-3 Certs. to B

RH DONNELLEY: Fitch Junks Rating on Senior Unsecured Notes
ROWE COMPANIES: Promotes Garry W. Angle to Vice Pres-Treasurer
RUFUS INC: Exclusive Filing Deadline Stretched Through Feb. 10
RUFUS INC: Wants to Walk Away from Two Real Property Leases
S-TRAN HOLDINGS: Wants Plan Filing Period Stretched to March 8

SAINT VINCENTS: Court Allows Harvey Krauss to Pursue PI Lawsuit
SAINT VINCENT: Obtains $350 Million DIP Financing from GEHFS
SAINT VINCENTS: Settles Barnard's Medical Malpractice Suit
SAKS INC: Spin-Off Plans Prompt S&P to Review Ratings
SCITECK: Case Summary & 16 Largest Unsecured Creditors

SEASPECIALTIES INC: Trustee Taps Kapila & Company as Accountants
SIERRA PACIFIC: Subsidiary Prices Private Offering Mortgage Notes
SPANSION INC: Fitch Junks Rating on $175 Million Senior Sub. Notes
TEC FOODS: Can Continue Using Wells Fargo's Cash Collateral
TELOGY INC: Court Okays Heller Ehrman as Special Counsel

TELOGY INC: Court Okays Pachulski Stang as Bankruptcy Counsel
TELOGY INC: Files Schedules of Assets and Liabilities
TERAYON COMMS: Faces Likely Default Due to Form 10-Q Filing Delay
THREE-FIVE: Files Ch. 11 Plan & Disclosure Statement in Phoenix
TOM'S FOODS: Greenberg Traurig Withdraws as Bankruptcy Counsel

TOM'S FOODS: Scroggins & Williamson Approved as E. Davis' Counsel
TOWER AUTOMOTIVE: Craig Corrington Joins as VP for North America
TRUST ADVISORS: Section 341 Meeting Continued to Feb. 13
UAL CORP: Reaches Agreement with Creditors on Plan Issues
VENTURE HOLDINGS: Court Converts Case into Chapter 7 Liquidation

WATERMAN INDUSTRIES: GNI Waterman Acquires Operating Assets
WESTERN WATER: Bankruptcy Court Approves Disclosure Statement
WHITEHALL JEWELLERS: Boards Responds to Newcastles' Action
WORLDCOM INC: Inks Stipulation Resolving Michigan's Tax Claims
WORLDCOM INC: Settles Dispute Over Iowa's $1.6-Mil. Tax Claim

WORLDWATER & POWER: Retains Counsel to Assist in Berlin Delisting

* BOOK REVIEW: Merger: Takeover Conspiracy

                             *********

ACCESS PHARMA: AMEX to Consider Stock Listing on Jan. 19 Hearing
----------------------------------------------------------------
Access Pharmaceuticals, Inc. (Amex: AKC) has been granted a
hearing with the American Stock Exchange to maintain its listing
on the exchange.  This hearing relates to the notice received from
the AMEX indicating that the company no longer complies with
AMEX's continued listing standards:

     * due to losses from continuing operations and/or net losses
       in two of its most recent fiscal years with shareholders'
       equity of less than $2 million, as set forth in Section
       1003(a)(i) of the AMEX "Company Guide";

     * due to losses from continuing operations and/or net losses
       in three of its most recent fiscal years with shareholders'
       equity of less than $4 million, as set forth in Section
       1003(a)(ii) of the Company Guide; and

     * due to losses from continuing operations and/or net losses
       in four of its most recent fiscal years with
       shareholders' equity of less than $6 million, as set forth
       in Section 1003(a)(iii) of the Company Guide.

This hearing for this determination will take place before a
committee of the AMEX on Jan. 19, 2006.  There can be no assurance
that the company's request for continued listing will be granted.

The company also reiterated that it has engaged an investment-
banking firm to assist it in evaluating its strategic alternatives
regarding ongoing operations.  The company has had discussions
with several parties about a strategic transaction, but at this
time has not entered into any agreement.  Plans to initiate the
European phase II trial of the Company's cytotoxic oncology
product AP5346 have proceeded well, with IRB approval received at
one site.   The trial will not be initiated, however, until
financing to complete the trial is secured.

Access Pharmaceuticals, Inc. is an emerging pharmaceutical company  
focused on developing both novel low development risk product  
candidates and technologies with longer-term major product  
opportunities.  Access markets Aphthasol(R) and is developing  
products for other oral indications.  Access is also developing  
unique polymer platinates for use in the treatment of cancer and  
has an extensive portfolio of advanced drug delivery technologies  
including vitamin mediated targeted delivery, oral delivery, and  
nanoparticle aggregates.

At June 30, 2005, Access Pharmaceuticals, Inc.'s balance sheet  
showed a $12,285,000 stockholders' deficit, compared to a  
$6,661,000 deficit at Dec. 31, 2004.


ACCESS WORLDWIDE: Commences Operations in the Philippines
---------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
recently started operations in its 350-seat communication center
based in Manila.

Services conducted at the site will include, among other things,
inbound and outbound customer service, customer recruitment,
special promotions, and database maintenance.  Access currently
operates U.S. based communication centers in Arlington, Virginia,
Hyattsville, Maryland, Augusta, Maine and Boca Raton, Florida.

"We expect to have this facility at full capacity by the end of
the 1st Quarter 2006 and plan to expand our presence in the
Philippines during 2006," commented Shawkat Raslan, Chairman,
President and Chief Executive Officer of Access Worldwide.  "We
can now support our clients with both on shore and off shore
capability."

Access Worldwide Communications, Inc. -- http://www.accessww.com/
-- is an established marketing company that provides a variety of
sales, communication and medical education services.  Its spectrum
of services includes medical meetings management, medical
publishing, editorial support, clinical trial recruitment, patient
compliance, multilingual teleservices, product stocking and
database management, among others.  Headquartered in Boca Raton,
Florida, Access Worldwide has about 1,000 employees in offices
throughout the United States and the Philippines.

At Sept. 30, 2005, Access Worldwide Communications, Inc.'s balance
sheet showed a $3,625,027 stockholders' deficit compared to a
$3,865,118 deficit at Dec. 31, 2004.


AES CORP: Gets Non-Compliance Notice Following Reporting Delay
--------------------------------------------------------------
The AES Corporation received notice from Wells Fargo Bank
Minnesota, National Association, the trustee under indentures
governing the Company's outstanding:

   * senior unsecured notes,
   * senior subordinated notes, and
   * junior subordinated convertible notes

totaling approximately $2.8 billion aggregate principal amount.

The notice states that the Company is not in compliance with the
reporting covenant under the indentures due to the Company's
failure to timely file its quarterly reports on Form 10-Q for the
quarters ended June 30, 2005, and September 30, 2005, with the
trustee and the Securities and Exchange Commission.  

As a result of the receipt of the notice, if the Company fails to
file the reports by February 28, 2006, an Event of Default will
occur under the 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 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.

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Citicorp USA, Inc., and Citibank N.A., the lenders under the
Company's Amended and Restated Credit Agreement, have extended
until Jan. 20, 2006, the waiver of default under the credit
agreement, which may arise by virtue of the Company's failure to
deliver to the lenders the Company's June 30, 2005, and Sept. 30,
2005, Form 10-Q financial statements.

All of the Company's indentures, other than the indenture
governing its junior subordinated convertible notes, contain a
cross default provision, which provides that an event of default
occurs when an event of default occurs under any other
indebtedness in excess of $50 million and as a result of the
default, the maturity of the debt has been accelerated and such
acceleration has not been rescinded or annulled within 60 days.  

The Amended and Restated Credit Agreement also contains a
cross-default provision that provides that the Company's default
on indebtedness in amounts in excess of $50 million would
constitute an event of default under the Amended and Restated
Credit Agreement.  As of December 31, 2005, the total amount of
indebtedness outstanding under the Amended and Restated Credit
Agreement was $200 million and $294 million of letters of credit
were issued.  The total amount of indebtedness under the Company's
indentures with cross default provisions was $3.8 billion.

The Company said that the receipt of the notice from the trustee
will not have a material adverse effect on the Company because it
expects to cure the default by filing all required periodic
reports with the SEC, the trustee and the lenders under its credit
facility no later than January 20, 2006.

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues of $9.5 billion.  AES operates
in 27 countries, generating 44,000 megawatts of electricity
through 124 power facilities and delivers electricity through 15
distribution companies.  AES Corp.'s 30,000 people are committed
to operational excellence and meeting the world's growing power
needs.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
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.

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  Fitch said the Rating Outlook is Stable.

Following the completion of its review, Fitch's upgrade reflects
the significant progress AES had made in retiring parent company
recourse debt and improving liquidity.  In addition, AES has
refinanced several near term debt maturities and extended the
company's debt maturity profile.  The company has successfully
accessed both the debt and equity markets in 2004 and 2003.


ALEXANDRA KRUMSZYN: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexandra Krumszyn
        125 The Crossway
        Yonkers, New York 10701

Bankruptcy Case No.: 06-22004

Type of Business: The Debtor owns an apartment building located at
                  2427 Hoffman Street, in Bronx, New York.

Chapter 11 Petition Date: January 11, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin, Jr.

Debtor's Counsel: Robert S. Lewis, Esq.
                  Law Offices Robert S. Lewis, P.C.
                  53 Burd Street
                  Nyack, New York 10960
                  Tel: (845) 358-7100
                  Fax: (845) 353-6943

Total Assets: $2,000,800

Total Debts:    $206,340

Debtor's 7 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   City of New York                           $200,000
   66 John Street, 12th Floor
   New York, NY 10007

   Genesis Financial Solution                   $1,834
   8705 SW Nimbus Avenue, Suite 3
   Beaverton, OR 97008

   Macys/FDSB                                   $1,118
   9111 Duke Drive
   Mason, OH 45040

   LVNV Funding                                   $918
   P.O. Box 10584
   Greenville, SC 29603

   Sherman Acquisitions                           $918
   P.O. Box 740281
   Houston, TX 77274

   Capital 1 Bank                                 $878
   11013 W Broad Street
   Glen Allen, VA 23060

   Capital 1 Bank                                 $674
   11013 W Broad Street
   Glen Allen, VA 23060


AMC ENT: Discloses Non-Public Material Info Regarding Loews Merger
------------------------------------------------------------------
AMC Entertainment Inc. disclosed non-public material information
about the Company and Loews Cineplex Entertainment Corporation in
relation to their planned merger.

As reported in the Troubled Company Reporter on June 23, 2005, the
Company and Loews Cineplex entered into a definitive merger
agreement that would result in the combination of their
businesses.

The merger agreement also provides for the merger of their
respective holding companies, Marquee Holdings Inc. and LCE
Holdings, Inc., with Marquee Holdings Inc., which is controlled by
affiliates of J.P. Morgan Partners, LLC and Apollo Management,
L.P., continuing as the holding company for the merged businesses.
The current stockholders of LCE Holdings, Inc., including
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors, would hold approximately 40% of the
outstanding capital stock of the continuing holding company.

The merged company, to be called AMC Entertainment Inc., will be
headquartered in Kansas City, Missouri, and will own, manage or
have interests in approximately 450 theatres with about 5,900
screens in 30 states and 13 countries.  Peter C. Brown, AMC
Chairman of the Board, Chief Executive Officer and President, will
remain in this role in the merged company. When combined, the
company will have approximately 24,000 associates serving more
than 280 million guests annually.  An integration committee will
be formed in which Travis E. Reid, President and Chief Executive
Officer of Loews Cineplex Entertainment Corporation, and Brown
will serve as co-chairs.  The integration committee also will
include representatives of the two sponsor groups.

                      Financing the Merger

The Company intends to finance the Mergers and the refinancing of
the Company and Loews' existing indebtedness:

   -- New senior secured credit facility, consisting of:

      * a $650 million senior secured term loan B facility; and
      * a $200 million secured revolving credit facility; and

   -- $325 million of new senior subordinated debt;

Concurrently with the closing of the Facility and New Senior
Subordinated Debt, the Company anticipates entering into these
financing transactions:

   -- the repayment of all outstanding amounts under the Company's
      existing senior secured credit facility and Loews' existing
      senior secured credit facility and the termination of all
      commitments under those facilities; and

   -- the completion of the tender offer and consent solicitation
      for all $315 million aggregate principal amount of Loews'
      outstanding 9.0% senior subordinated notes due 2014.

Unless otherwise stated, it is assumed that 100% of the Existing
Loews Subordinated Notes will be tendered in connection with the
Tender Offer.

The Company intends to consummate the mergers concurrently with:

   (1) the closing of the facility;

   (2) the consummation of the new senior subordinated debt
       offering;

   (3) the repayment of all outstanding amounts under:

       -- the Company's existing senior secured credit facility;
          and

       -- Loews' existing senior credit facility; and

   (4) the consummation of the other financing transactions

A full-text copy of the Disclosure is available for free at
http://ResearchArchives.com/t/s?442

                      About Loews Cineplex

Loews Cineplex Entertainment Corp operates motion picture theaters
primarily in major cities throughout the United States, Canada,
Spain, Hungary and Turkey. The company operates its theaters under
the Loews, Sony and Cineplex Odeon names.

                     About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
http://www.amctheatres.com/-- is a subsidiary of Marquee Holdings
Inc.  Through its circuit of AMC Theatres, AMC Entertainment
operates 229 theaters with 3,546 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain and the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2006,
Standard & Poor's Ratings Services assigned ratings to the senior
secured credit facilities and the senior subordinated notes that
will be issued by AMC Entertainment Inc. upon closing of its
merger with Loews Cineplex Entertainment Corp.  AMC Entertainment
will be the surviving entity and retain its name over the merged
entity.  The company's parent will remain Marquee Holdings Inc.  
The senior secured credit facilities were rated 'B+', with a
recovery rating of '1', indicating a high expectation of full
recovery of principal in the event of a payment default.  The
senior subordinated notes were rated 'CCC+'.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
Moody's Investors Service assigned a Ba3 rating to the proposed
bank facilities of AMC Entertainment, Inc. (AMC) and a B3 rating
to AMC's proposed senior subordinated notes issuance.  AMC expects
to close on its previously announced merger with Loews Cineplex
Entertainment Corporation in the beginning of this year and will
use proceeds from the bank credit facilities to repay existing
bank debt at Loews Cineplex, as well as to provide liquidity for
the combined entity.

Ratings assigned:

  AMC Entertainment, Inc.:

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

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

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

Ratings affirmed:

  AMC Entertainment, Inc.:

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

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

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

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

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

  Marquee Holdings, Inc.:

    * B1 Corporate Family Rating affirmed

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

Rating Withdrawn:

  AMC Entertainment, Inc.:

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

Outlook changed to stable from negative.


AMERICAN REMANUFACTURERS: Black Diamond to Buy Selected Assets
--------------------------------------------------------------
Black Diamond Capital Management, L.L.C. reported that an entity
it manages has executed an agreement to purchase select assets
held by the Bankruptcy Estate of American Remanufacturers, Inc.  
These assets include American Remanufacturers' operations on the
East and West Coasts.  The transaction is scheduled to close by
Jan. 17, 2006.

Christopher Kipley, a Managing Director at Black Diamond Capital
Management, stated, "Black Diamond intends to explore all options
for these assets, including strategic alliances that could
potentially result in restarting the business."

         About Black Diamond Capital Management L.L.C.

Black Diamond Capital Management, L.L.C. is an alternative asset
management firm with approximately $7 billion under management in
a combination of private equity, hedge funds and structured
vehicles.  It was founded in 1995 by its managing partners, James
Zenni and Stephen Deckoff.  Its investors are largely comprised of
leading institutional investors, including pension funds,
endowments funds, and insurance companies.

               About American Remanufacturers Inc.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  The Court converted the Debtors' chapter 11 case to a
chapter 7 liquidation proceeding on Nov. 18, 2005.  Montague S.
Claybrook is the chapter 7 Trustee for the Debtors' estates.  When
the Debtors filed for chapter 11 protection, they estimated assets
between $10 million to $50 million and their debts at more than
$100 million.


AMERICHIP INTERNATIONAL: Appoints Thomas P. Schwanitz as CFO
------------------------------------------------------------
The Board of Directors of AmeriChip International Inc. (OTC BB:
ACHI) appointed Thomas P. Schwanitz, CPA, to the position of Chief
Financial Officer effective immediately.  In addition, Mr.
Schwanitz will be joining the Board of Advisors.  The appointment
of Mr. Schwanitz is commensurate with the company's action plan
for the 2006 fiscal year during which the company will generate
revenues and become profitable.  This proactive appointment
affords Mr. Walther, President and CEO, more time to concentrate
on solidifying pending orders and finalizing the acquisition of
KSI Machine & Engineering.  Mr. Walther stated, "Tom will be an
integral part of our developing into a major company that has a
technology sought after by a number of different industries.  I
firmly believe he will be a valuable member of the AmeriChip team
and we welcome him."

In addition, the company is responding to its Tier One and OEM
customers that require it to implement both financial and quality
control standards in preparation for receiving orders.  Mr.
Schwanitz will assist Mr. Walther with the transition from a
"going concern" to a revenue-producing technology company.  Mr.
Schwanitz will also be spearheading the implementation of our new
Microsoft Great Plains software program which will help ensure
that the Company will be in compliance with Sarbanes-Oxley
standards for public companies.  "Having watched AmeriChip develop
from a time when their technology was a proven but unrecognized
part of the machining world, to a point in time when AmeriChip has
taken an impressive lead in redefining machining as we know it, I
am proud and honored to join the Company at this most auspicious
time in their growth," stated Thomas Schwanitz.

Mr. Schwanitz is Managing Partner of Schwanitz, Hayden &
Associates, P.L.C. of Detroit, Michigan, and has a Bachelor of
Science - Accounting from Northern Michigan University.  Mr.
Schwanitz's professional affiliations include member of American
Institute of Certified Public Accountants, Michigan Association of
Certified Public Accountants, Consultant to the Association of
Macomb County Life Underwriters and Financial & Estate Planning
Councils of Detroit and Macomb County.  Mr. Schwanitz is also a
member of the Board of Directors for and is the Treasurer of the
Mount Clemens General Hospital and on the Board of Trustees for
Baker College, Mount Clemens.

Headquartered in Plymouth, Michigan, AmeriChip International Inc.
-- http://www.americhiplacc.com/-- holds a patented technology  
known as Laser Assisted Chip Control, the implementation of which
results in efficient chip control management in industrial metal
machining applications.  This technology provides substantial
savings in machining costs of certain automobile parts providing
much more competitive pricing and more aggressive sales approaches
within the industry.

At Aug. 31, 2005, Americhip International, Inc.'s balance sheet
showed a $1,435,882 stockholders' deficit compared to a $1,163,434
deficit at Nov. 30, 2004.


ANCHOR GLASS: Court Authorizes Assumption of Unimin Contract
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved Anchor Glass Container Corporation's request to assume an
executory contract with Unimin Corp.  Unimin has consented to the
assumption of the contract.

As reported in the Troubled Company Reporter on Dec. 14, 2005, the
Debtor was party to an executory contract with Unimin pursuant to
which the Debtor purchases silica and alumina.

After reviewing the relevant market, the Debtor believes that it
is best to assume its contract with Unimin because purchasing
silica sand and alumina would result in prohibitively higher costs
to it than that available under the Unimin contract.

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: Court OKs Stichter as Committee's Counsel
-------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida approved the retention of Stichter,
Riedel, Blain & Prosser, PA, as counsel for the Official Committee
of Unsecured Creditors of Anchor Glass Container Corporation, nunc
pro tunc to Sept. 29, 2005.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
Felicia S. Turner, the U.S. Trustee for Region 21, asked the Court
to deny the Stichter's retention, effective as of Aug. 26, 2005,
because the committee failed to demonstrate excusable neglect for
its delay in filing the application.

Judge Paskay reserves ruling on the U.S. Trustee's objection with
respect to approval of the Application as of Aug. 26, 2005, and
says he may consider the issue on the hearing of the firm's final
fee application.

Stichter Riedel will be paid in accordance with its customary
hourly rate for certain professionals:

               Professional          Hourly Rates
               ------------          ------------
               Partners               $250 - $350
               Associates             $135 - $210
               Paraprofessionals             $100

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)


ANDROSCOGGIN ENERGY: Confirmation Hearing Set for Valentine's Day
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine approved the
adequacy of information contained in Androscoggin Energy LLC's
Second Amended Disclosure Statement explaining its Second Amended
Chapter 11 Plan of Reorganization on Jan. 10, 2006.

The Honorable Louis H. Kornreich determined that the Disclosure
Statement contained adequate information -- the right amount of
the right kind for creditors to make informed decisions when
called to vote for the Plan.

The Court will convene a hearing on Feb. 14, 2006, at 9:00 a.m.,
to discuss the merits of Androscoggin's Plan.

The Plan calls for the payment of all valid claims via the
distribution of the Debtor's existing cash and the issuance of
100% of new membership interests in the Reorganized Debtor to
Calpine Northbrook Corporation of Maine, Inc.

The Debtor's remaining principal assets consist of approximately
$44.2 million in cash and the cogeneration facility.

Pursuant to the Plan, a $2.5 million working capital reserve will
be set up to pay operating expenses and other liabilities of the
reorganized Debtor associated with the ownership and  maintenance
of the cogeneration facility after the effective date.

                    Treatment of Claims

All allowed secured claims of CSFB arising from the Credit
Agreement will be paid in full on the earlier of the effective
date of the Plan or March 30, 2006.

The secured tax claims of the Town of Jay will be paid in full on
the effective date.

Holders of allowed unsecured claims not classified under the Plan
will receive a pro rata share of the Plan Cash and a pro rata
share of the amount, if any, by which the International Paper
Reserve exceeds the International Paper cure amount.

The International Paper Reserve means an amount equal to the
greater of:

    a) the amount distributable on account of all claims of
       International Paper arising out of the rejection of any
       executory contract or unexpired lease, assuming that the
       ESA and the IP Lease are not assumed pursuant to the
       Plan; or

    b) $10 million payable on or before the effective date.

Calpine Northbrook will receive new membership interests in the
reorganized debtor in exchange for all of its allowed unsecured
claims.

Existing membership interests will be cancelled on the effective
date and interest holders get nothing under the Plan.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ATA AIRLINES: Ambassadair Asks Court to Set Admin. Claim Bar Date
-----------------------------------------------------------------
Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the U.S. Bankruptcy Court for the Southern District
of Indiana that ATA Airlines, Inc., and its debtor-affiliates
Ambassadair Travel Club, Inc., and Amber Travel, Inc., need to
determine the amount and number of administrative expense claims
filed against them to properly administer their estates.

Ms. Hall recounts that substantially all of the Debtors' assets
have been sold, and the Debtors remain as debtors-in-possession of
their businesses pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.

The Ambassadair Debtors ask the Court to establish a bar date for
filing requests for the allowance or payment of administrative
expense claims against their estates.

Pursuant to Section 503(a) of the Bankruptcy Code, any entity may
file a request for payment of an administrative expense.

The Debtors propose that administrative expense claims arising
between October 26, 2004, and January 1, 2006, and that remain
unpaid, other than the claims of professionals for fees and
reimbursement of expenses, be subject to an Administrative Claims
Bar Date.

Any creditor who fails to file a request for the allowance or
payment of its Administrative Expense Claim on or before the Bar
Date will be forever barred from asserting its claim against the
Debtors.

In addition, governmental entities will have a separate
administrative claims bar date.

The Ambassadair Debtors will serve an Administrative Claims Bar
Date Notice and proof of claim forms to parties-in-interest.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Feb. 1
----------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and these ATSB Lenders:

   * Govco Incorporated,
   * Citibank, N.A.,
   * AFS Investments XII, Inc., and
   * International Lease Finance Corporation

stipulate that the Debtors may use the ATSB Lenders' cash
collateral and other collateral through the earliest of:

    (i) the close of business on February 1, 2006;

   (ii) the occurrence of any event of default set forth in the
        Cash Collateral Order; or

  (iii) the time the Debtors' Settlement Agreement with the
        ATSB Lenders and the Official Committee of Unsecured
        Creditors will be materially breached or rendered null.

The Debtors agree to pay, in advance, Sage-Popovich, Inc., to
perform any work deemed advisable by the ATSB Lenders to update
SPI's audit, valuation and inspection of the Debtors' inventory of
rotables, repairables and expendables.

The Debtors will also pay a $200,000 monthly fee plus reasonable
expenses to Lazard Freres & Co. LLC, as financial advisor to the
ATSB Lenders, until the earlier of:

    (i) the effective date of a plan of reorganization in the
        Debtors' Chapter 11 cases; or

   (ii) the time the ATSB Lenders have received relief from the
        stay imposed pursuant to Section 362 of the Bankruptcy
        Code with respect to half, in terms of value, of the
        Appraised Collateral and Pledged Equipment then in the
        possession of ATA Airlines, Inc.

All the payments to Lazard will constitute adequate protection
payments and will not be applied to reduce the principal amount of
the ATSB Loan Obligations or the Claims of the ATSB Lenders.

The Debtors and the ATSB Lenders also stipulate that any
definitive documentation between the Debtors and MatlinPatterson
must provide the Debtors:

    (x) no less than $30,000,000 of liquidity through the DIP
        Financing Transaction;

    (y) $20,000,000 in debt financing upon their emergence from
        their Chapter 11 cases; and

    (z) an investment of up to $50,000,000 in equity of the
        Debtors upon their emergence from their Chapter 11 cases
        pursuant to the Investment Agreement.

The Debtors, the ATSB Lenders and the Committee stipulate that the
deadline by which the Committee must file any challenge, on the
basis of Sections 544 and 548 of the Bankruptcy Code, to the ATSB
Lenders' "Guarantor Unsecured Claims" as defined in the
Settlement Agreement will be extended to February 1.

The ATSB Lenders stipulate that any amendment to the Southwest
DIP financing, which is approved according to the terms of the
Southwest DIP financing, is acceptable to them.

The Debtors covenant with the ATSB Lenders to maintain:

    (i) at least $35,000,000 in Available Cash during the
        Extension Period; and

   (ii) no less than the greater of the Available Cash amount or
        90% of the Available Cash amount forecasted at each week
        end in the Debtors' cash forecast:

         Week Ending     Available Cash   90% of Available Cash
         -----------     --------------   ---------------------
           01/06/06        $60,125,349         $54,112,814
           01/13/06        $52,530,024         $47,277,022
           01/20/06        $44,454,353         $40,008,918
           01/27/06        $47,001,763         $42,301,587
           02/03/06        $38,888,889         $35,000,000

                           *     *     *

The U.S. Bankruptcy Court for the Southern District of Indiana
approves the parties' stipulation.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BANK OF NEW ENGLAND: Bondholders Reach Partial Settlement
---------------------------------------------------------
Dr. Ben Branch, the chapter 7 trustee for the bankruptcy estate of
Bank of New England Corporation, reported that as a result of a
Court approved mediation session held on Nov. 22, 2005, an
agreement in principle was reached between representatives of the
holders of each of the senior debt securities and the junior debt
securities of BNEC.  Pursuant to the Agreement, a partial
settlement of an ongoing dispute with respect to the distribution
of the remaining estate funds to holders of debt securities will
be funded by a distribution by the chapter 7 Trustee of the sum of
$25 million, of which:

    -- 50% will be paid to the indenture trustees for the senior
       debt securities and

    -- 50% will be paid to the indenture trustees for the junior
       debt securities.

Except for the payments mentioned, all remaining amounts in
dispute between the senior debt securities and the junior debt
securities will continue to be subject to the ongoing dispute and
the partial settlement will have no effect or prejudice with
respect to that dispute.

The Agreement is subject to approval by the U.S. Bankruptcy Court
for the District of Massachusetts.

Bank of New England Corporation filed for chapter 7 liquidation on
Jan. 1, 1991 (Bankr. D. Mass. Case No. 91-10126).


BBI ENTERPRISES: Court Orders Debtors' Appearance on January 25
---------------------------------------------------------------
The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan, Southern Division, ordered BBi
Enterprises, L.P., and its debtor-affiliates to appear in Court on
Jan. 25, 2006, at 11:00 a.m. to defend why their chapter 11 cases
shouldn't be dismissed or converted.

The Court's order was issued as a result of the Debtors' failure
to submit a chapter 11 plan after the exclusive plan filing period
expired on Dec. 5, 2005.

Headquartered in Bloomfield Hills, Michigan, BBi Enterprises,
L.P., designs, manufactures and supplies thermal and acoustic
components to the North American OEM Automotive industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 4, 2005 (Bankr. E.D. Mich. Case No. 05-46580).  Joseph M.
Fischer, Esq., Robert A. Weisberg, Esq., and Lawrence A. Lichtman,
Esq., at Carson Fischer, P.L.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10 million to $50 million in assets
and debts.


CAROLINA TOBACCO: Wants to Employ Parks Bauer as Special Counsel
----------------------------------------------------------------
Carolina Tobacco Company asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Parks, Bauer, Sime,
Winkler & Fernety, LLP, as its special counsel.

The Debtor hired Parks Bauer to represent it in pending litigation
involving the certification process to sell cigarettes in Oregon.

Parks Bauer will:

   a) file all necessary documents;

   b) attend all court hearings; and

   c) take any other action deemed necessary or advisable
      depending on the actions taken by the defendant.

The Debtor discloses the Firm's professionals bill:

      Attorney               Designation       Hourly Rate
      --------               -----------       -----------
      J. Phillip Parks       Attorney             $185
                             Associate            $140

J. Phillip Parks, Esq., a Parks Bauer partner, assures the Court
that his Firm does not hold any interests adverse to the Debtor's
estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company
-- http://www.carolinatobacco.com/-- manufactures Roger-brand  
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $24,408,298 in assets and
$14,929,169 in debts.


COLLINS & AIKMAN: Has Until Plan Confirmation to Decide on Leases
-----------------------------------------------------------------
With certain exceptions, Judge Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan extended Collins & Aikman
Corporation and its debtor-affiliates deadline to decide on their
unexpired leases until the date of confirmation of their plan of
reorganization.

Judge Rhodes directs the Debtors to decide on seven leases at
these dates, provided that the decision is not later than the
plan confirmation date:

                                                  Lease Decision
Lessor                     Leased Premises           Deadline
------                     ---------------        --------------
Anchor Court, LLC          West Anchor Court,
                           Plymouth, Michigan      July 15, 2006

Becker 150 Stephenson LLC  150 Stephenson Highway
                           Troy, Michigan          June 30, 2006

Becker 250 Stephenson LLC  250 Stephenson Highway
                           Troy, Michigan          June 30, 2006

Becker Properties LLC      Wall Street, Sterling
                           Heights, Michigan        May 31, 2006

Becker Properties LLC      East Fifteen Mile Rd,
                           Sterling Heights,
                           Michigan                July 15, 2006

Becker Properties LLC      660 Massman, Davidson
                           County, Tennessee      Sept. 30, 2006

Mid America II LLC         Mid American Business
                           Park, Oklahoma City     Jan. 24, 2006

Furthermore, Judge Rhodes requires the Debtors to timely pay rent
to Fabric (DE) GP pursuant to their lease dated as of June 27,
2002.  If the Debtors fail to pay rent, Fabric will have the
right to compel the Debtors to assume or reject the Fabric Lease
without further delay.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
points out that the Debtors are complying with their postpetition
obligations related to remaining unexpired leases on a timely
basis.  With respect to rejected leases, the Debtors have
complied with applicable Bankruptcy Code requirements.

According to Mr. Schrock, the Debtors are currently using the
Remaining Unexpired Lease properties in the ordinary course of
their business operations.  The use presents little, if any,
physical risk to the properties going forward.  Thus, Mr. Schrock
assures the Court that lessors will not be harmed by an
additional extension of the Lease Decision Period.

Besides, Mr. Schrock explains, maintaining the Remaining
Unexpired Leases is essential to the Debtors' ability to
reorganize in a smooth and efficient manner.  Relocation from the
Remaining Unexpired Leased Properties would entail great expense
and inconvenience, further complicating the Debtors' ability to
reorganize effectively.

The Remaining Unexpired Leases represent significant assets of
the estates that require careful consideration in conjunction
with the Debtors' development of a plan of reorganization,
Mr. Schrock tells Judge Rhodes.  Although the Debtors have filed
a number of requests to reject certain unexpired leases since the
Petition Date, the Debtors have not yet formed, and will not form
by January 16, 2006, an informed business judgment as to decide
on all of the Remaining Unexpired Leases.

Mr. Schrock notes that not only must the Debtors examine the
Remaining Unexpired Leases and analyze their terms and payments,
in addition to negotiating with lessors for reductions in rent,
the Debtors must also examine alternative locations.  

Examination of alternative locations requires an analysis of
space available to accommodate the Debtors' businesses,
negotiation of lease terms, and the planning of time periods for
the relocation of the Debtors' facilities.  The Debtors' decision
is dependent on their future business plans, which they are still
formulating with input and assistance from their advisors, the
Official Committee of Unsecured Creditors and lenders.

                            Objections

(1) Mid America

Mid America II, L.L.C. leased to the Debtors a 120,000-square
foot space, consisting of a 5,339-square foot office space, and a
114,661-square foot manufacturing, assembly and storage space.
The Lease is a triple net lease.

Julie Beth Teicher, Esq., at Erman, Teicher, miller, Zucker
& Freedman, P.C., in Southfield, Michigan, relates that the
Debtors' operations at the Premises provide "just-in-time"
inventory to a General Motors plant about a mile away.

Mid America believes that General Motors will be closing their
facility within the next few months.  Accordingly, Ms. Teicher
asserts that it is reasonable to conclude that the Debtors will
no longer need their manufacturing plant at the Premises once
General Motors closes its facility.

Ms. Teicher points out that Mid America has the ability to
mitigate its damages and to re-let 50,000 square feet of the
Premises to a new tenant, at current market rates, which exceed
the rates of the Lease with the Debtors.  Mid America's
prospective tenant is interested in negotiating a five-year lease
with renewals.

According to Ms. Teicher, Mid America needs to make special
leasehold accommodations for its prospective tenant because the
tenant:

   -- is affiliated with the Tinker Air Force Base as a national
      defense contractor;

   -- conducts business of a highly sensitive nature; and

   -- requires heightened security at its location.

Ms. Teicher asserts that if the prospective tenant is not able to
enter into a lease with Mid America at the Premises right away,
Mid America will lose its business opportunity.  
  
The Debtors must immediately decide whether or not they need Mid
America's facility, Ms. Teicher asserts.  In light of the
impending closure of the General Motors' plant, Mid America
believes that the Debtors could intelligently appraise whether or
not they should assume or reject the Lease by January 16, 2006.

Mid America, therefore, asks the Court to:

   (a) deny the Debtors' request to extend their Lease Decision
       Period; and

   (b) compel the Debtors to decide on their lease with Mid
       America effective January 16, 2006.

However, if the Court grants the Debtors' request, Mid America
asks the Court to extend the lease decision deadline by no
greater than 30 days, and condition the extension on the
immediate payment of all 2005 ad valorem taxes, insurance and
common area costs, estimated at $15,000.

(2) Becker Properties, et al.

Becker Properties, LLC, Anchor Court, LLC, Becker 150 Stephenson,
LLC, and Becker 250 Stephenson, LLC, contends that the Debtors
have not justified the grant of an open-ended extension nor the
prejudice that Becker will suffer if the extension is granted.

"An open-ended extension is contrary to the timetable provided in
the Bankruptcy Code," Robert J. Diehl, Jr., Esq., at Bodman LLP,
in Detroit, Michigan, asserts.

Mr. Diehl informs the Court that Becker's prejudice is most
severe in respect of leases for two office buildings in Troy,
Michigan -- 150 Stephenson and 250 Stephenson.  The two
buildings, together with another previously rejected building
lease -- 350 Stephenson -- comprise an office campus.

Mr. Diehl relates that the Debtors have demanded concessions from
Becker as a condition to their assumption of the 150 Stephen and
250 Stephenson leases and Becker has rejected those demands.
Becker has a prospective tenant for the 350 Stephenson lease that
has expressed interest in 150 and 250 Stephenson, as well.

The Debtors should not be able to use an open-ended extension to
hold Becker hostage to their demand for concessions on those
leases, Mr. Diehl says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Expands Scope of Davis Polk's Services
--------------------------------------------------------------
As previously reported, Collins & Aikman Corporation and its
debtor-affiliates received a grand jury subpoena from the United
States Attorney's Office for the Southern District of New York and
a related inquiry from the United States Securities and Exchange
Commission related to the their financial statements.

In light of the U.S. government's inquiries, the Debtors sought
and obtained permission from the U.S. Bankruptcy Court for the
Eastern District of Michigan to expand the scope of Davis Polk &
Wardwell's retention.  Davis Polk serves as special counsel to the
Debtors' Audit Committee.

Davis Polk's additional legal services, in connection with
government inquiries, are:

   (a) assisting current and former officers, directors, and
       employees of the Debtors, as necessary, in connection with
       requests for information from the Government;

   (b) coordinating and conducting:

       -- the retrieval, archival, and review of information,
          documents, and electronic mail from the Debtors, in
          both electronic and paper format; and

       -- the production of those materials to the Government;

   (c) acting, if necessary, as a liaison between the Audit
       Committee, on the one hand, and the Official Committee of
       Unsecured Creditors and the Government, on the other hand;
       and

   (d) performing other services in connection with the
       Government Inquiries as the Audit Committee may deem.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, says
Davis Polk will work closely with the Debtors and their other
professionals to clearly delineate their duties and prevent
unnecessary duplication of services whenever possible.

The Debtors will pay the fees and expenses charged and incurred by
Davis Polk in connection with its expanded retention.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: GECC Wants Lear to Pay Prepetition Receivables
----------------------------------------------------------------
Pursuant to a receivables purchase agreement, Collins & Aikman
Corporation and its debtor-affiliates sold to Carcorp, Inc., their
interests in certain receivables, related security, collections
and proceeds.  Carcorp, in turn, transferred all interests in the
Receivables, Related Security, Collections and Proceeds to General
Electric Capital Corporation pursuant to a receivables transfer
agreement.

Erin L. Toomey, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, tells Judge Rhodes that under the RPA and RTA, GECC
owns the Prepetition Receivables.  The Debtors' estates, through
their 100% equity ownership of Carcorp, have a residual interest
in the Prepetition Receivables after GECC has been paid in full.

Lear Corporation is an account debtor and obligor to the Debtors
with respect to certain unpaid Prepetition Receivables.  GECC has
made demand on the Debtors, in their capacity as collection agent
under the RPA and RTA, to collect the Prepetition Receivables
from Lear, and to forward all collections immediately to GECC.  
However, Lear has failed and refused to pay the Prepetition
Receivables to the Debtors or to GECC.

Ms. Toomey relates that as of December 22, 2005, GECC is owed
about $29,000,000 under the RPA and RTA, plus accrued and
accruing interest, attorneys' fees, costs and other charges.  
GECC believes that at least $1,750,000 of Prepetition Receivables
was owed by Lear as of December 22, and remains unpaid.

Lear asserts adverse claims or interests -- which it may
characterize as set-offs, recoupment, or other alleged adverse
claims or interests -- with respect to the Prepetition
Receivables.  GECC disputes the adverse claims or interests.

GECC, therefore, asks the U.S. Bankruptcy Court for the Middle
District of Florida to enter:

   (a) a declaratory judgment adjudicating and ranking GECC's
       interests in all of the Prepetition Receivables in
       controversy;

   (b) a declaratory judgment adjudicating the amount of the
       Prepetition Receivables owed by Lear;

   (c) a declaratory judgment adjudicating the amount of GECC's
       claim under the RPA and RTA and the amount of the Debtors'
       residual interest in the Prepetition Receivables and,
       judgments directing Lear to pay all Prepetition
       Receivables to GECC, until it has received full payment of
       its claim under the RPA and RTA, with any remaining amount
       of residual value in the Prepetition Receivables then
       being paid to the Debtors' estates; and

   (d) a judgment awarding and enabling GECC to recover its costs
       and attorneys' fees to the full extent that those charges
       are recoverable under the bankruptcy laws of the United
       States or applicable non-bankruptcy law.

GECC also asks the Court to rank enforcement judgments entered in
favor of GECC and the Debtors' estates to ensure its first and
prior right to payment in full under the RPA and RTA.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTELLATION BRANDS: Fitch Rates $2.9 Billion Debts at Low-B
-------------------------------------------------------------
Fitch has initiated rating coverage of Constellation Brands, Inc.
(NYSE: STZ):

     -- Issuer default rating 'BB';
     -- Bank credit facility 'BB';
     -- Senior unsecured notes 'BB';
     -- Senior subordinated notes 'BB-'.

The Rating Outlook is Stable.  Approximately $2.9 billion of debt
is covered by these actions.

The ratings reflect STZ's leading market position and broad
portfolio of wine, beer and spirits in diversified global markets.  
STZ has pursued a strategy of growth through acquisitions financed
primarily through debt.  Recent major acquisitions include BRL
Hardy Ltd. for $1,400 million in 2003, Robert Mondavi Corp. for
$1,355 million in 2004, and a 40% interest in Ruffino, an Italian
wine company, for $89 million in December 2004.

STZ also recently made an estimated $1.2 billion hostile bid to
acquire Vincor International Inc., which was to be financed
entirely with debt.  But after a sweetened bid was rejected by
Vincor, Constellation let its bid expire, arguably demonstrating
certain financial discipline.

STZ has an excellent track record of integrating acquisitions.  
STZ has applied cash flow to support capital spending and debt
paydown.  However, total debt has increased as a result of
successive acquisitions financed primarily with debt, with a
significant increase in interest expense.  Over the long term, it
is likely that STZ will continue to make acquisitions that could
result in financial and operational stress.  Even under its high
debt burden (total debt at Nov. 30, 2005, was approximately    
$2.9 billion), STZ has generated significant free cash flow in
each of the past three years, with approximately $183 million in
the last nine months ended Nov. 30, 2005.

The Stable Rating Outlook allows for the current leverage and the
high likelihood for future debt financed acquisitions.  Materially
higher leverage due to the financing of such acquisitions could
negatively impact STZ's ratings.  In the past, STZ has been very
successful at finding synergies and paying down debt with its
strong cash flow generating assets.

STZ's contract as an importer for Grupo Modelo S.A. de C.V.'s
beers, including Corona, for the western United States is up for
renewal at the end of 2006.  Corona Extra is the No. 1 imported
beer in the United States.  The Grupo Modelo contract is the
primary source of revenue for Constellation's beer segment and
represents approximately one-quarter to one-third of consolidated
operating income.  The Gambrinus Company is currently the importer
for the eastern United States.

Grupo Modelo has informed Gambrinus that the importer agreement
would not be renewed after Dec. 31, 2006.  Gambrinus is currently
in arbitration proceedings with Grupo Modelo, challenging the  
Dec. 31, 2006 termination clause in its contract with Grupo
Modelo.  If Grupo Modelo succeeds in the arbitration with
Gambrinus, it is unknown whether Grupo Modelo would negotiate an
agreement with another importer such as STZ for the eastern United
States or create its own import company.  Grupo Modelo is also
part-owned by Anheuser-Busch Companies Inc.  To date, Fitch
believes STZ has performed adequately under its contract with
Grupo Modelo.  Historically this contract has been renewed, and
there is no indication that this contract will not be renewed,
nevertheless it is a risk.

STZ's leverage, as defined by debt to Operating EBITDA and FFO
Adjusted Leverage, was 3.6x and 4.0x, respectively, for the LTM
ending Nov. 30, 2005, improving from 4.8x and 5.5x, respectively,
for fiscal year 2005, but little changed from 3.3x and 4.3x,
respectively, for fiscal year 2004.  Interest coverage, as defined
by Operating EBITDA/interest and FFO Interest Coverage was 4.3x
and 4.1x for the 12 months ending Nov. 30, 2005, little changed
from 4.9x and 4.5x, respectively, for fiscal year 2005, and from
4.2x and 3.5x, respectively, for fiscal year 2004.

Constellation also has five year interest rate swap agreements on
$1.2 billion of STZ's floating-rate bank debt totaling just under
$2 billion, fixing LIBOR at an average rate of 4.1% effective
March 1, 2006.  The decline in leverage ratio from fiscal 2004 was
driven by the effect of the debt issued to fund recent
acquisitions, but with marked improvement from fiscal 2005 due to
debt paydown.

As of Nov. 30, 2005, STZ had a liquidity position of approximately
$391 million, consisting primarily of $365 million in revolving
loans available to be drawn.  It should be noted that the existing
$2.9 billion credit facility also has an expansion component for
up to $300 million in uncommitted term loans subject to certain
terms and conditions.  STZ currently has $200 million of senior
notes due in August 2006 and $33 million of required bank debt
repayments through the fiscal year ending Feb. 28, 2007.  With
strong free cash flow expected to continue, STZ has adequate
financial flexibility to meet these near-term maturities and its
capital requirements.


CORNERSTONE PRODUCTS: Files Liquidating Chapter 11 Plan in Texas
----------------------------------------------------------------
Cornerstone Products, Inc., unveiled its First Amended Plan of
Liquidation and accompanying Disclosure Statement to the U.S.
Bankruptcy Court for the Eastern District of Texas, Sherman
Division.  The Plan is co-proposed by the Official Committee of
Unsecured Creditors.

As previously reported, the Honorable Brenda T. Rhoades denied a
request by certain creditors to dismiss or convert the Debtor's
case.  Judge Rhoades said that an orderly liquidation under
chapter 11 is more beneficial to the estates' unsecured creditors.  
The judge also ordered the Debtors to file and confirm a plan by
Mar. 31, 2006.

The Debtor commenced an orderly wind down of its business
operations and liquidation of its assets in November 2005.  

Under the Debtor's Plan of Liquidation, an Unsecured Creditors
Trust will be established.  Certain assets of the Debtor will be
transferred to the Trust for the benefit of the unsecured
creditors.

The Plan also provides for the cancellation of all old stock and
issuance of new stock to the Trust.  The Trust's assets will
consist of:

   -- cash received from the sale of the Debtor's unencumbered
      real estate;

   -- all causes of action;

   -- the Trust's interest in the Ohio Molds;

   -- the Trust's interest in excess collections;

   -- accounts/inventory payment;

   -- remaining cash, if any, in the professional fee account;

   -- Trust shares; and
   
   -- all unencumbered assets other than the unencumbered real
      estate.

                    Treatment of Claims

Priority wage claims under Section 507(a)(3) of the Bankruptcy
Code including wages, salaries, commissions, vacation, severance,
and sick leave pay incurred within 90 days before the petition
date will be paid in full and at most $10,000 per individual.

Secured claims of:

-- the Bank of America, N.A. as successor to Fleet Capital Corp.,
-- Wells Fargo Equipment Finance, Inc.,
-- Rural Enterprises of Oklahoma, Inc.,
-- Key Equipment Finance,
-- General Electric Capital Corporation,
-- First United Bank & Trust Company,
-- Citicorp Del-Lease, Inc., and
-- CIT Group/Equipment Financing, Inc.

will be satisfied through the sale of their collaterals.

Contract molders' will each receive separate treatment.  Each
molder will be paid from the proceeds of the sale of its
collateral after the Court will declare the amount, validity and
priority of its lien.

Exxon Mobil Chemical Company will retain the collateral securing
its claim.

Administrative convenience claims of $500 or less including any
creditors with allowed unsecured claims in excess of $500 that
claim can elect to reduce their claim to $500 and get paid in
full.

General unsecured claims will receive beneficial interest in the
Trust entitling them to a pro rata share of the remaining net
recoveries and net proceeds from the Trust's assets after payment
of administrative and priority claims.

Unsecured subordinated claims will get paid after general
unsecured claims are paid.

Equity security holders will get nothing under the Plan.

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.


DANA CORP: Fitch Shaves Rating on Sr. Unsecured Debt to B from BB-
------------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Dana Corporation:

     -- Issuer default rating to 'B' from 'BB-';
     -- Senior unsecured debt to 'B' from 'BB-'.

Fitch has also upgraded this bank facility rating since Dana's
banks have taken limited security with the bank line.

     -- Senior secured bank facility to 'BB' from 'BB-'.

The ratings for Dana remain on Rating Watch Negative by Fitch,
focusing on:

     * the company's accounting practices,

     * the ability of Dana to file its third-quarter financial
       statements, and

     * the resolution of the reporting requirement violation under
       its existing bond indentures.

The recovery rating on the $400 million senior secured bank
facility is 'RR1', indicating that Fitch expects full recovery for
bank lenders.  The facility is secured by receivables, inventory,
and certain equipment.  Dana has received waivers from the banks
for certain covenant defaults, and Fitch expects that this
facility will be replaced by a substantially larger bank facility
with an enhanced security package.  The recovery rating on any new
facility will be evaluated based on the size of the facility and
the collateral package.

Fitch has assigned a recovery rating of 'RR4'on the senior
unsecured debt, indicating senior unsecured lenders may not
receive full recovery in a stress scenario valuation due to their
position in the capital structure.  The unsecured recovery rating
will also be re-evaluated upon the establishment of any new bank
facility, based on the amount of secured bank debt placed in a
superior position to unsecured lenders.  The Rating Watch Negative
is maintained.  The rating action is based on Dana's deteriorating
operating results, accounting and financial control issues, and
sustained higher debt levels.  Higher net debt levels are expected
to result from negative cash flow from operations in 2005.

In 2006, Dana could be challenged to reverse negative cash flow
from operations due to:

     * continuing margin erosion,
     * persistently higher commodity costs, and
     * potential production cutbacks at major suppliers.

In addition, Dana has experienced operating difficulties in its
commercial vehicles segment, failing to capitalize on the very
strong heavy-duty truck market.  The heavy-duty truck market also
faces a potentially sharp downturn in 2007, accelerating the need
for Dana to address operating performance in this segment.

During the first half of 2005, Dana produced negative free cash
flow of $309 million due, in part, to a significant buildup of
working capital.  Balance sheet deterioration was limited through
asset sales and partnership dividends totaling $201 million, and
the receipt of an asbestos-related insurance recoverable.  Dana
reported that after absorbing $262 million in working capital in
the first half of 2005, it expected to achieve working capital
reductions of $362 million in the second half of 2005 due to
seasonal unwinding of receivables and inventory reductions.  Given
the apparent inefficiencies in Dana's manufacturing operations,
Fitch expects that working capital reductions may fall well short
of Dana's original targets.  Second-half cash flows will also be
affected by restructuring-related outflows and a $55 million
pension payment.

Dana faces challenges in achieving stabilization of cash flows and
margin enhancement.  Commodity costs, particularly steel, have
been a significant factor in reducing Dana's margins, but
meaningful relief may not occur in 2006.  Consolidated operating
results had been expected to be supported by the very strong
upswing in the heavy-duty truck market, providing the opportunity
to improve the cost structure and address the stresses of its
Automotive Systems Group.  The inability to capitalize on the
favorable heavy-duty truck cycle will further pressure the company
to improve its cost structure and productivity to stabilize cash
flows and expand margins.  Also, the company's exposure to further
sales and production cutbacks in the domestic automotive industry
remains a key risk factor.

Dana retains adequate liquidity with $666 million in cash at the
end of the second quarter, although approximately 10% of this is
restricted.  The company has a $400 million revolver, of which
$175 million was outstanding at June 30, 2005, and $275 million in
receivables securitization, of which $110 million was outstanding
at June 30, 2005.  In addition, Dana Credit Corp., which is in the
process of winding-down, faces a $275 million maturity in August
2007.

Dana recently received amendments and waivers under its financial
covenants.  However, Fitch expects that the bank agreement will
need to be expanded.  Under the recent amendments, the banks took
a limited amount of collateral, which Fitch believes will likely
become a more traditional security package under an expanded
agreement.  The receivables facility contains rating triggers
based on Dana's credit rating, and availability is also affected
by the credit ratings of Dana's customers.  The likelihood of
negative 2005 and 2006 free cash flow, a challenging production
environment for SUV products, and the deteriorating condition of
the credit ratings of the company's customers are all factors
leading Fitch to conclude that the establishment of a larger
secured facility is required to replace the company's accounts
receivable securitization and factoring programs.


DELTA AIR: Industry Analysts Ponder Merger With Northwest
---------------------------------------------------------
Lucy Hornby, at Reuters, reports that U.S. airline industry
analysts note that some of Northwest Airlines Corp. and Delta Air
Lines Inc.'s domestic routes overlap -- a factor that could make
the prospect of a merger enticing.  Additionally, in the
International arena, Delta dominates the Atlantic routes while
Northwest has more flights to the Pacific region.

Even U.S. Transport Secretary Norman Mineta wondered at the
possibility of a merger between the two airline giants, Ms. Horby
relates.  

Delta and Northwest representatives declined to comment on the
issue.  The carriers said each is strictly focused on
restructuring, Ms. Horny relates.

Other analysts however, believe that Delta and Northwest may
merged with other airlines, but not with each other.  A merger
between the two companies will be difficult given that the
companies only common aircraft model is the Boeing 757, and the
merger would require large amounts of financing and a creative
management to make the merger work, Ms. Hornby reports.  

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

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.


DOCTORS HOSPITAL: Court Sets Feb. 16 for Disclosure Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, will convene a hearing at 8:30 a.m. on February
16 to consider the adequacy of information contained in the
Disclosure Statement explaining the chapter 11 Plan of
Reorganization filed by Doctors Hospital 1997, L.P.

As previously reported, the Plan provides that the $865,000 DIP
financing facility provided by Bruckman, Rosser, Sherrill & Co.,
L.P., will be exchanged for equity interests in the Reorganized
Debtor's New General Partner.

The DIP financing facility provided by General Electric Capital
Corporation will be repaid pursuant to the terms governing the
loan.

GE HFS Holdings, Inc., fka Heller Healthcare Finance, Inc.'s
prepetition and postpetition claims amounting to $24,917,248 will
be repaid using a portion of the GE Exit Financing facility.  The
balance of GE HFS's claims will be repaid as part of the GE
Restructure Term Debt, which is discussed fully in the Plan.

General unsecured creditors will receive pro rata shares of
distributions from a Liquidating Trust.

Subordinated claims won't receive anything under the Plan.

On the effective date, all partnership interests in the Debtor
will be cancelled and extinguished.

A full-text copy of Doctors Hospital 1997, L.P.'s Disclosure
Statement is available for a fee at:

http://www.researcharchives.com/bin/download?id=051117031151

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).  
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


E.SPIRE COMMS: Settles Mastec Default Judgment Controversy
----------------------------------------------------------
The Hon. Walter Shapero of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement and compromise
agreement between Gary F. Seitz, the chapter 11 Trustee appointed
in the bankruptcy cases of e.Spire Communications and its debtor-
affiliates, and Mastec North America, Inc.

The settlement compromises and settles a $250,000 default judgment
originally imposed by the Bankruptcy Court against Mastec in
exchange for a $6,250 payment to the Debtors' estate.

                    Default Judgment

The Bankruptcy Court entered a default judgment against Mastec on
July 28, 2005, after it failed to respond to an adversary
proceeding commenced by the Debtors in 2002.  The default judgment
granted the declaratory and injunctive relief sought in the
Debtors' complaint and a $250,00 monetary judgment in favor of the
chapter 11 Trustee.

Upon receiving the judgment letter, Mastec informed the chapter 11
Trustee that it never received notice of the complaint, the
default order or the default judgment.  Mastec maintained that the
service of the 2002 complaint was improper and invalid.  Mastec
also disputed claims that it had any debt or breached any contract
with the Debtors.

Following extensive negotiations, the chapter 11 Trustee agreed to
amend the default judgment to remove any monetary damages levied
against Mastec.  Mastec will in turn pay the Debtors $6,250 and
waive all claims against the Debtors' estates.

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represent the Debtors in their
chapter 11 proceedings.  When the Debtors filed for protection
from their creditors, they listed $911.2 million in total assets
and $1.4 billion in total debts.

Gary F. Seitz, Esq., is the Court-appointed Chapter 11 Trustee in
the Debtors' bankruptcy proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


EMPIRE FIN'L: Regains AMEX Listing Compliance with $4.53M Equity
----------------------------------------------------------------
Empire Financial Holding Company received notice from the American
Stock Exchange that it had regained compliance with the American
Stock Exchange's continued listing requirements.  

As reported in the Troubled Company Reporter on Nov. 29, 2005, the
Company received notice AMEX staff, on November 15, 2005,
indicating that Empire no longer complies with AMEX's continued
listing standards due to having shareholders' equity of less than
$4,000,000 and losses from continuing operations and net losses in
three of its four most recent fiscal years, as set forth in
Section 1003(a)(ii) of the AMEX Company Guide, and that its
securities are, therefore, subject to being delisted from AMEX.

Subsequent to that date, Empire increased its shareholders' equity
through the sale of its discount brokerage operation.  After
giving effect to transactions subsequent to September 30, 2005, on
a pro-forma basis as of that date, Empire's stockholders' equity
had increased to $4,526,059, thus regaining compliance with the
continued listing requirements of the American Stock Exchange.

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service   
retail brokerage services through its network of independently   
owned and operated offices and discount retail securities   
brokerage via both the telephone and the Internet.  Through its   
market-making and trading division, the Company offers securities   
order execution services for unaffiliated broker dealers and makes   
markets in domestic and international securities.  Empire   
Financial also provides turn-key fee based investment advisory and   
registered investment advisor custodial services through its   
wholly owned subsidiary, Empire Investment Advisors, Inc.  

                         *     *     *

                      Going Concern Doubt   

The audit report contained in its Annual Report on Form 10-KSB for   
the year ended Dec. 31, 2004, contains an explanatory paragraph  
that raises doubt about the Company's ability to continue as going  
concern because of losses from continuing operations in 2004, 2003
and 2002, a stockholders' deficit at the end of 2004 and
uncertainties relating to regulatory investigations.


ENVIRONMENTAL ELEMENTS: Has Until Jan. 30 to File Chapter 11 Plan
-----------------------------------------------------------------
Environmental Elements Corporation sought and obtained an
extension from the U.S. Bankruptcy Court for the District of
Maryland, Baltimore Division, of its time to file and solicit
acceptances of a chapter 11 plan.

The Debtor recently sold its assets to Clyde Bergemann US, Inc.,
and Clyde Bergemann Investments, Inc.  With the sale out of the
way, the Debtor says that it can now focus its attention in
drafting the terms of a liquidation plan that is acceptable to the
estate's secured creditors and the Official Committee of Unsecured
Creditors.

The Debtor believes that an extension until January 30 is
sufficient for it to file a plan and until March 30 to solicit
acceptances of that plan.

Headquartered in Baltimore, Maryland, Environmental Elements
Corporation -- http://www.eec1.com/-- provides innovations for  
plant maintenance services, air pollution control equipment and
complementary products.  The Company filed for chapter 11
protection on July 1, 2005 (Bank. D. Md. Case No. 05-25073).  
Lawrence Coppel, Esq., at Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed $1 million to $10 million
in assets and $10 million to $50 million in debts.


EXIDE TECH: VP & Controller P.A. Damaska Temporarily Sits as CFO
----------------------------------------------------------------
Phillip A. Damaska, Exide Technologies' Vice President and
Corporate Controller, has assumed J. Timothy Gargaro's
responsibilities as Chief Financial Officer while the Company
completes its efforts to appoint a new CFO.  The Company expects
to complete this process shortly.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
Mr. Gargaro resigned as the Company's Chief Financial Officer
effective December 31, 2005.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and    
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


EXTENWAY SOLUTIONS: Shareholder Deficit Disappears at Oct. 31
-------------------------------------------------------------
Extenway Solutions Inc. (TSX-V: EY) reported the filing of the
company's financial statements for the quarter ended Oct. 31,
2005, together with the related management discussion and
analysis.

In the three months ended Oct. 31, 2005 Extenway had sales of
$13,732, and incurred a net loss of $843,053.  In the three months
ended October 31, 2004 the company had sales of $257,705, and
reported a net loss of $829,758.

Mr. John McAllister, President and CEO, stated, "Much effort
during the quarter was devoted to our going public transaction
which was completed on Sept. 13, 2005.  This transaction provides
additional resources for the commercialization of Extenway's
technology.  We are encouraged by the reaction of potential
customers and the growing prospect pipeline."

Extenway Solutions Inc. -- http://www.extenway.com/-- is a  
provider of guest-centric solutions for the Hospitality industry
that help clients differentiate their properties and services by
improving the quality of their guest experience.  Extenway
solutions allow hospitality organizations to intelligently manage
and coordinate all in-room guest interactions with key sales and
marketing initiatives.

At Oct. 31, 2005, Extenway Solutions Inc.'s balance sheet showed
$1,270,262 of positive shareholders' equity compared to a
$2,141,385 shareholders' deficit at Apr. 30, 2005.


FEDERAL-MOGUL: Sees 10% Workforce Cuts & $125MM in Charges by 2008
------------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) disclosed a three-year
restructuring plan.  The restructuring could affect about 25
facilities and reduce the Company's workforce by approximately 10%
by December 2008.  Details of the plan have not been finalized.

The Company anticipates recording charges for costs and expenses
related to this restructuring plan in the current quarter and
future periods.  Costs likely to be incurred are generally
expected to include certain severance costs, retention costs,
benefits costs and impairment of the facilities and equipment
involved.  Preliminary cost estimates range from $125 million to
$150 million.

"Our focus for the future will be on improving our performance in
mature markets and expanding in key growth markets to be better
positioned to serve our customers with our leading technology and
world-class portfolio of quality products and services," said
Chairman, President and Chief Executive Officer Jose Maria
Alapont.  "While these decisions are difficult, our drive for
global profitable growth is dependent on implementing strategies
that continue to strengthen our competitiveness and profitability
in this market environment."

During the fourth quarter of 2005, Federal-Mogul continued to make
significant advancement toward emergence from Chapter 11 in the
U.S. and Administration in the UK.

"We are pleased with the progress in our emergence proceedings and
implementation of our global profitable growth strategy as we
continue to develop best cost manufacturing, service and
engineering operations," Mr. Alapont said.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Nov. 30, 2005, Federal-Mogul's balance
sheet showed a US$1,450.4 billion stockholders' deficit, compared
to a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.


FORD MOTOR: Moody's Lowers Corporate Family Rating to Ba3 from Ba1
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1) and Ford
Motor Credit Company (long-term to Ba2 from Baa3, and short-term
to Not Prime from Prime-3).  Ford's SGL-1 Speculative Grade
Liquidity rating is affirmed.  The rating outlook for Ford and
Ford Credit is negative.  These rating actions conclude a review
for possible downgrade that was initiated on November 22, 2005.

Moody's said that the Ford downgrade incorporates the view that
the company's financial and competitive position will remain under
considerable stress through 2007 despite the potential longer-term
benefits that may result from its pending restructuring
initiatives.  The rating agency said that Ford's performance,
relative to the key drivers of credit quality described in Moody's
Rating Methodology for the Global Automotive Industry, is likely
to result in the company's risk profile remaining at the lower end
of the 16-company automotive peer group rated by Moody's.

Moreover, as Ford attempts to reestablish and strengthen its
position in the benchmark areas described in the methodology,
Moody's believes that leading Asian and European rivals will
continue to make notable progress in these same areas, thereby
further increasing the competitive and operating challenges faced
by Ford.  Areas in which Ford's performance will likely remain
weak relative to the methodology benchmarks include:

   1) sustaining profitable share in core markets;

   2) building a competitive cost structure based on efficient
      capacity utilization, flexible labor costs, and a stable
      supplier base;

   3) generating meaningful levels of free cash flow; and

   4) achieving competitive returns on investment.

Although Ford's restructuring plan will likely address each of
these areas, material improvement in operating and financial
performance is likely to take several years to achieve.
Consequently, Ford's credit metrics will likely remain weak
through 2007.

The Ford Credit downgrade reflects the continuing close
operational and financial ties with Ford, and the fact that
challenges faced by Ford could have a negative impact on the
operations of the finance subsidiary.  Nevertheless, the downgrade
continues to reflect a one-notch differential from Ford's rating,
based upon Moody's view that, in a default scenario, Ford Credit
creditors are likely to experience better asset recovery than are
Ford creditors.

The negative outlook reflects Moody's view that at the Ba3 rating
level, Ford remains weakly positioned relative to the key
automotive methodology rating criteria.  Consequently, the
company's rating could come under further pressure during the next
six to twelve months as a result of a number of near-term events
or developments.  These include:

   * an acceleration in the shift in consumer preference away from
     trucks and SUVs;

   * any further erosion in Ford's US share position; or

   * an increase in incentives.

In addition, constructive negotiations with the UAW in order to
further reduce health care costs and lower employment levels will
be critical to the success of Ford's restructuring program and its
ability to establish a more competitive cost structure.  The
outcome of the current negotiations between the UAW, Delphi and GM
could be an important indicator of the environment in which Ford
may have to seek important labor concessions.

Moody's said that it expects Ford's soon-to-be-announced North
American restructuring initiative to establish aggressive long-
term objectives for:

   * reducing material costs;

   * eliminating excess capacity;

   * consolidating platforms;

   * accelerating new product introductions; and

   * expanding the global profile of its manufacturing and supply
     footprint.

Moreover, as the company initiates this program it will benefit
from a strong liquidity position characterized by cash and
equivalents of:

   * approximately $25 billion (including proceeds from the
     Hertz sale);

   * over $6 billion in available committed bank credit
     facilities; and

   * a 24-year average maturity for its $18 billion in debt (less
     than $1.5 billion matures during the next four years).

Finally, Ford is benefiting from strong consumer acceptance of it
new mid-size and full-size automobiles, which could help to
moderate some of the pressure faced in the truck and SUV segments.

Despite these strengths, Moody's said that Ford continues to face
formidable challenges, the most significant of which will be
stabilizing its US share position at 18% or higher.  In addition,
Ford's profitability remains highly dependent on the truck and SUV
segments that are experiencing both a long-term decline in
shipment levels as well as a contraction in profit margins.

As Ford's share position in the US has fallen from 22.8% in 2001
to 18.3% in 2005, Moody's believes that its capacity utilization
has also declined to about 80%.  This erosion has contributed to
two significant cost containment challenges that will likely
require a degree of accommodation from the UAW as part of the 2007
contract renegotiation.  

First, lower capacity utilization has severely reduced Ford's
ability to cover the large fixed cost burden associated with its
high health care expenses.  As a result, Ford must achieve health
care cost reductions beyond the recently agreed upon cuts in UAW
retiree medical benefits.  Reductions may be needed for the active
UAW work force.

Second, as Ford attempts to reduce capacity it will likely have to
implement a large employee separation payment program with the
concurrence of the UAW.  It is uncertain whether the company will
be able to achieve the concessions necessary from the UAW to begin
establishing a more globally competitive labor cost structure in
its US operations.

Moody's said that Ford's performance relative to important credit
metrics identified in the automotive methodology have remained
near the bottom of the automotive peer group largely due to losses
in market share, capacity underutilization, and high fixed labor
costs.  For fiscal 2005 the operating margin of the industrial
business (excluding any earnings or dividend contribution from
Ford Credit) will be negative after having been below 1% for the
previous two years, EBITA/average assets (including Ford Credit
dividends) will be less than 3%, interest coverage (including Ford
Credit dividends) will be less than 2 times, and the ratio of free
cash flow to debt will remain well below 10%.  These already-weak
metrics (calculated using Moody's standard adjustments) will
remain under considerable pressure and are unlikely to improve
during 2006 due to continued declines in the shipment levels and
the profit margins within the truck and SUV market.

As noted in Moody's automotive methodology, liquidity is a key
rating factor.  In the case of Ford, exceptional liquidity
continues to act as a mitigant against weak credit metrics, and
also affords the company a critical financial cushion as it
attempts to implement its restructuring initiatives.

Moody's noted that there are a number of factors beyond Ford's
control which could result in further pressure on the rating.
These factors include:

   * an erosion in the UAW labor relations environment at Delphi;

   * greater consumer resistance to products in the truck and SUV
     segments; or

   * an acceleration in negative price realization.

Moody's said that other key drivers of Ford's rating will relate
primarily to the company's initiatives that could help to
strengthen its business or financial position relative to the
methodology benchmarks.  Successfully implementing these
initiatives and remaining on track for achieving the intended
objectives could contribute to a stabilization of the rating.

Conversely, a lack of success in any of these areas would
contribute to further pressure on the rating.  The key drivers
that Moody's will focus on include Ford's ability to:

   1) sustain US market share at 18% or higher;

   2) maintain liquidity above $23 billion;

   3) achieve strong market acceptance of new products;

   4) avoid significantly increased warranty expense or product
      recall activity; and

   5) achieve the various cost reduction and operational targets
      that will be part of the restructuring plan.

Ford is expected to announce its restructuring program on January
23rd, and to publicly disclose details of the plan.  Moody's
anticipates that upon the disclosure of these details, the rating
agency will publicly incorporate certain elements of the of the
program into the list of key rating drivers that it will monitor
for the purpose of determining whether the company's position in
the Ba3 rating category is improving or deteriorating.

Moody's said that the challenges Ford faces in its auto operations
could negatively impact conditions at Ford Credit, due to the
financial and operational ties between the two firms.  Under
greatest pressure is Ford Credit's liquidity position, due to an
unfavorable pricing environment for new unsecured debt issuance.
Ford Credit is increasingly turning to securitization and other
forms of financing to provide funds necessary to support
origination activity.  Ford Credit continues to enjoy good
receptivity among securitization investors and is expanding its
reach in that arena.

But Moody's believes Ford Credit's overall unused committed
funding capacity may decline in 2006, potentially constraining its
future financial flexibility.  Ford Credit's shrinking base of
earning assets helps to mitigate liquidity stresses, as portfolio
runoff generates strong cash flows to support operating activities
and dividends to the parent.  The firm has additional liquidity
insurance in the form of sizeable available cash balances of $19
billion at the end of the third quarter of 2005.  Moody's believes
Ford Credit has sufficient resources to manage through near-term
liquidity stresses and that it will be disciplined in maintaining
acceptable capital levels.

Ford Credit's margins are also under pressure due to:

   * higher borrowing costs;

   * a mix shift toward higher quality but lower yielding loans;
     and

   * a competitive pricing environment for new loan and lease
     originations.

Profitability has been sustained by improvements in credit quality
that have provided Ford Credit the opportunity to significantly
reduce loss provisions, but any further improvements in credit
quality are likely to be quite modest compared to recent quarters.

Ford Credit remains adequately reserved, but any meaningful
pressure on credit quality caused by adverse economic news, a
shift toward higher levels of riskier loan originations, or
worsening used car values -- which could potentially be tied to
parent issues -- could require higher provisioning, adding to
pressure on profitability.  Ford Credit has taken steps to adjust
operating costs in proportion to declines in business scale, but
this could become more challenging going forward and could further
stress profit ratios.  Deterioration of profitability or asset
quality could have negative implications for Ford Credit's
intrinsic credit profile.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's third largest automobile manufacturer.  Ford Motor Credit
Company, also headquartered in Dearborn, Michigan, is the world's
largest auto finance company.


FOSS MANUFACTURING: Ch. 11 Trustee Can Access $31.4-Mil DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized Patrick O'Malley, the Chapter 11 Trustee appointed in
Foss Manufacturing Company, Inc.'s chapter 11 case, to obtain up
to $31.4 million of postpetition financing from CapitalSource
Finance LLC.

Charles R. Bennett, Jr., Esq., at Hanify & King, P.C., tells the
Court that the loan proceeds will provide Mr. O'Malley with cash
sufficient to fund the Debtor's operations until a sale of
substantially of the Debtor's assets can be completed.

Mr. O'Malley wants to access the loan in order to meet projected
cash flow shortages particularly from late January through
February 2006.  The loan, Mr. O'Malley notes, would also provide
funds to retain an investment banker who will assist him in the
marketing and sale of the Debtor's business as a going concern.

The T.I.P. loan, which will mature on Apr. 21, 2006, bears
interest at a prime rate plus 3.5% from the unpaid principal
balance commencing on the date of the first advance and continuing
until full repayment of the loan, payable on the maturity date.

              Other Prepetition Secured Obligations

On Apr. 15, 2004, the Debtor secured up to $29 million of
prepetition loan from CapitalSource under a revolving credit and
security agreement.  To secure its prepetition loan obligation,
the Debtor allegedly granted the lender:

   -- a first priority security interest in certain of the
      Debtor's assets, primarily accounts, inventory and proceeds;
      and

   -- a limited security interest in an equipment.

In addition to the lien asserted by CapitalSource, Coastal
Economic Development Corporation and Business Finance Authority of
the State of New Hampshire assert a security interest in the
Debtor's equipment to secure a $3 million loan in April 2004.  The
State and CapitalSource entered into a prepetition agreement
pursuant to which CapitalSource limited its senior lien on the
equipment to $5 million.  Also, the Pension Benefit Guaranty
Corporation asserts an interest in the Debtor's assets to secure a
$1.2 million claim.

The Trustee believes that the debts secured by these liens have
been paid and the lien should have been discharged.

The Debtor's obligations to CapitalSource will be secured by a DIP
lien on the collateral consisting of the Debtor's real and
personal property.  The lien will be senior to the lien asserted
by the PBGC, the scheduled lien holders and the State.  

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.


FOSS MANUFACTURING: Trustee Hires Perkins Smith as Patent Counsel
-----------------------------------------------------------------
The Honorable Mark W. Vaughn of the U.S. Bankruptcy Court for the
District of New Hampshire gave Patrick J. O'Malley, the chapter 11
trustee for Foss Manufacturing Company, Inc., authority to employ
Perkins, Smith & Cohen LLP as his special patent counsel.

As previously reported in the Troubled Company Reporter on
Dec. 14, 2005, Jerry Cohen, Esq., shareholder at Perkins Smith,
discloses that he will bill $475 per hour for his services.  Mr.
Cohen further discloses that the Firm's partners bill between $275
to $375 per hour.

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 $49,846,456 in assets
and $53,419,673 in debts.


FREESTAR TECHNOLOGY: Hires Horizon Law Group as Securities Counsel
------------------------------------------------------------------
FreeStar Technology Corporation (OTC Bulletin Board: FSRT) has
engaged the services of Horizon Law Group LLP to serve as legal
counsel for all of the Company's securities matters in the United
States, including U.S. Securities and Exchange Commission reports
and filings.  Horizon Law Group, based in Irvine, California,
focuses its practice on securities law, corporate finance, mergers
and acquisitions and general business litigation.

FreeStar President and CEO Paul Egan said, "In addition to the
various business goals we have set, one of our priorities for the
coming year is to focus on making timely SEC filings.  I believe
our engagement of Horizon Law Group will improve our reporting
process and allow us to complete our '34 Act reports in a more
expeditious manner.  We look forward to working with Horizon."

                        About Horizon Law

Horizon Law Group LLP -- http://www.HorizonLawGroup.com/-- is a  
full-service law firm, with specific expertise in securities law,
corporate finance, mergers and acquisitions and general business
litigation.  Horizon Law Group was founded in Irvine, California
by lawyers with experience at American Lawyer Top 150 law firms.  

                    About FreeStar Technology

FreeStar Technology Corporation -- http://www.freestartech.com/--   
is a payment processing company.  Its wholly owned subsidiary
Rahaxi Processing Oy., based in Helsinki, is a robust Northern
European BASE24 credit card processing platform. Rahaxi currently
processes in excess of 1 million card payments per month for such
companies as Finnair, Ikea, and Stockman.  FreeStar is focused on
exploiting a first-to-market advantage for its Enhanced
Transactional Secure Software (ETSS), which is a software package
that empowers consumers to consummate e-commerce transactions with
a high level of security using credit, debit, ATM (with PIN),
electronic cash or smart cards.  The company, based in Dublin,
maintains satellite offices in Helsinki, Santo Domingo, Dominican
Republic, and Geneva.

                         *     *     *

                      Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP raised substantial doubt
about FreeStar Technology's ability to continue as a going concern
after it audited the company's financial statements for the year
ended June 30, 2005.  The auditors cited the company's difficulty
in generating sufficient cash flow to meet its obligations and
sustain operations.

As of Sept. 30, 2005, the company had total current assets of
$2.1 million and total current debts of $6.4 million, resulting in
a working capital deficit of $4.3 million.  The Company had cash
and cash equivalents of $1.7 million at September 30, 2005.  At
September 30, 2005, the company had an accumulated deficit of
$45,050,971.  These factors raise substantial doubt as to the
Company's ability to continue as a going concern.


FRIEDE GOLDMAN: Wants to File Suit to Recover Tax Refunds
---------------------------------------------------------
Oakridge Consulting, Inc., and Ocean Ridge Capital Advisors LLC,
as Trustees for the Consolidated FGH Liquidating Trust created
pursuant to Friede Goldman Halter, Inc., and its debtor-
affiliates' confirmed Joint Plan of Reorganization, want to
commence a lawsuit against the Internal Revenue Service in order
to claim tax refunds due to the estate.  The Trustees will file
the lawsuit on behalf of Trinity Industries, Inc.   

                  Adversary Proceeding

In an adversary proceeding filed in April 2004, the Trustees
asserted that the Debtors are entitled to a tax refund on account
of research and development credits allegedly incurred in the tax
years ended March 31, 1994 to March 31, 1996.  During this period,
the Debtors were subsidiaries of Trinity Industries, Inc.  

The government sought to dismiss the adversary proceeding on the
grounds that the Bankruptcy Court did not have jurisdiction over
the alleged tax refunds since only Trinity Industries, as the
parent company, may seek recovery of the tax refunds.  

In April 2005, the Bankruptcy Court dismissed the adversary
proceeding against the IRS.  However, in its order, the Bankruptcy
Court noted that the order does not bar Trinity Industries from
pursuing a lawsuit to protect the Debtors' interest.  The Court
also affirmed that the R&D tax refunds are property of the estate.

           Agreement With Trinity Industries

To recover and protect the Debtors' property, the Trustees inked
an agreement allowing them to pursue a lawsuit in behalf of
Trinity Industries.  

The agreement with Trinity Industries, apart from permitting the
Trustees to commence the lawsuit, also stipulates the manner in
which any recoveries are to be distributed.  Pursuant to the
agreement, tax refunds will be applied for the payment:

      1) of all litigation costs; and

      2) of 60%, or approximately $551,153, of Trinity Industries'
         claim against the Debtors.

Remaining amounts will be distributed between the Liquidating
Trust and Trinity Industries in accordance with a Tax Sharing
Agreement.

A copy of the agreement with Trinity Industries is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060112022335

Headquartered in Gulfport, Mississippi, Friede Goldman Halter,
Inc., was a world leader in the design and manufacture of
equipment for the maritime and offshore energy industries.  Friede
Goldman and its debtor-affiliates filed for chapter 11 protection
on Apr 19, 2001 (Bankr. D. Ms. Case No. 01-52173).  When the
Debtors filed for chapter 11 protection, they listed assets
totaling $802 million and liabilities totaling $704 million.  The
Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Plan
or Reorganization on Dec. 30, 2003.  The Plan became effective on
Jan. 13, 2004.


FRIENDLY ICE CREAM: Gets New $8.5M GE Capital Loan to Pay Old One
-----------------------------------------------------------------
Friendly Ice Cream Corporation completed a refinancing of existing
variable rate mortgage indebtedness to GE Capital Franchise
Finance Corporation.

Under the terms of the loan agreement, Friendly's Realty I, LLC,
the Company's wholly owned subsidiary, borrowed an aggregate sum
of $8.5 million at a variable interest rate equal to the sum of
the 90-day LIBOR rate in effect (4.54 % at December 30, 2005) plus
4% on an annual basis.

Changes in the interest rate are calculated monthly and recognized
annually when the monthly payment amount is adjusted.  Changes in
the monthly payment amounts owed due to interest rate changes are
reflected in the principal balances, which are re-amortized over
the remaining life of the mortgages.  The loans have a maturity
date of January 1, 2020, and are being amortized over 14 years.

The loans are secured by a first lien deed of trust or mortgage on
eleven properties of the Borrower located in Connecticut,
Massachusetts, New Jersey, Ohio and Virginia.  Pursuant to the
loan agreement, Friendly's Realty is required to maintain an
aggregate fixed charge coverage ratio at all of the properties
subject to the loan of at least 1.20:1, as determined on the last
day of each fiscal year.  The loan agreement contains customary
default provisions and the loans are cross-collaterized with all
loans to Friendly's Realty from GE or its affiliates.  GE will
have the right to accelerate the maturity of the debt or otherwise
realize the value of the collateral in the event of a default by
Friendly's Realty.

The primary purposes of the transaction were to refinance the
existing mortgage indebtedness of 11 properties totaling
approximately $8.3 million, to:

   (1) reduce the variable interest rate debt from LIBOR plus 6%
       on an annual basis to LIBOR plus 4% on an annual basis;

   (2) enable the partial prepayment of the loans, subject to
       applicable prepayment premiums during the first three years
       and an agreed upon release value for properties released in
       connection with partial prepayments; and

   (3) permit partial lien releases on the properties subject to
       the loans upon partial prepayments.

In addition, in connection with the transaction, the Borrower
prepaid two additional mortgage loans from GE of approximately
$965,000 from existing cash.  Friendly's Realty may prepay the
entire loan amount, subject to applicable prepayment premiums
during the first three years.

The amount of the loans was fully advanced at closing and the
proceeds were used to retire the existing variable rate mortgage
indebtedness to GE in the amount of approximately $8.3 million
(which includes a prepayment premium of approximately $81,000).  
An additional $210,000 for loan, escrow, title and recording fees
and expenses were incurred in connection with the refinancing.

Friendly Ice Cream Corporation -- http://www.friendlys.com/-- is
a vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 530 company and franchised restaurants throughout
the Northeast. The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations. With a 70-year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

As of October 2, 2005, Friendly Ice Cream's equity deficit
narrowed to $100,954,000 from a $105,026,000 deficit at
January 2, 2005.


GOLDSTAR EMERGENCY: Inks $900K Settlement Pact with C. Henderson
----------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, to approve a settlement agreement with
C. Henderson Consulting, Inc.

The Debtors entered into an agreement with C. Henderson in order
to provide certain equipment and services required by the Federal
Emergency Management Agency in connection with the hurricane
Katrina relief efforts.  

Having provided the necessary services and equipment, Goldstar
demanded payment from C. Henderson and for payment of net profits
in accordance with their agreement.  C. Henderson made payments to
Goldstar but the amount and the calculation of the net profits
were in dispute.

Goldstar asserted that C. Henderson owed the Debtors $1.8 million
under their agreement.  Henderson disputed that amount.

To settle their dispute and avoid a lengthy and costly litigation,
Goldstar and C. Henderson have agreed to a compromise.  Under the
terms of proposed settlement, C. Henderson will pay Goldstar
$900,000 in exchange for a full release of all actions held by
both parties.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L.
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


GOLDSTAR EMERGENCY: Wants to Sell Excess Vehicles
-------------------------------------------------
Goldstar Emergency Medical Services, Inc., aka Goldstar EMS, and
its debtor affiliates ask the U.S. Bankruptcy Court for the
Southern District of Texas in Houston for authority to sell seven
vehicles for an aggregate price of $68,125.

The Debtors want to sell their excess vehicles to avoid
depreciation that would ultimately reduce the vehicles' selling
prices and, consequently, the amounts recoverable by the estate.

The vehicles are currently encumbered by liens held by Avalon
Finance LLC, as successor in interest to Wachovia Bank.  The
Debtors ask to sell the vehicles free and clear of any liens or
restrictions.  The proceeds from the sale will be turned over to
Avalon.

A list of the vehicles intended for sale and their respective
buyers are available for free at

          http://researcharchives.com/t/s?443
    
Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/  
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


GOLDSTAR EMERGENCY: Taps Akin Doherty to Provide Tax Services
-------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of Texas in Houston for permission to employ Akin Doherty Klein &
Feuge, P.C., as their accountant.

The application is limited to the preparation of the Debtors' 2004
corporate tax returns and associated filings.

Howard Klein, Jr., a shareholder at Akin Doherty, leads the
engagement.  Mr. Klein will charge a $10,000 flat fee for his
services to be paid upon completion and submission of the tax
returns to the Debtors.

Akin Doherty holds $53,750 in general unsecured claims against the
Debtors for prepetition services rendered.  However, Mr. Klein
disclose that the Firm is not seeking payment of this amount as a
prerequisite to perform in this retention.  

Mr. Klein assures the Court that he and his Firm does not hold any
interest materially adverse to the Trustee, the Debtors or related
parties-in-interest.

The Hon. Jeffrey Bohm will convene a hearing on Jan. 18, at
11:00 a.m., to consider the Debtors' request.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/  
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


GRAND AVENUE: Moody's Rates $9 Mil. Class E-1 & E-2 Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings to eight classes of
notes issued by Grand Avenue CDO I, Ltd.  The Moody's ratings
assigned to the respective tranches are:

   1) The U.S. $638,000,000 Class A-1A Floating Rate Notes
      Due 2046 rated Aaa.

   2) The U.S. $372,000,000 Class A-1B Floating Rate Delayed Draw
      Notes Due 2046 rated Aaa.

   3) The U.S. $54,000,000 Class A-2 Floating Rate Notes Due 2046
      rated Aaa.

   4) The U.S. $50,000,000 Class B Floating Rate Notes Due 2046
      rated Aa2.

   5) The U.S. $47,000,000 Class C Deferrable Floating Rate Notes
      Due 2046 rated A2.

   6) The U.S. $20,000,000 Class D Deferrable Floating Rate Notes
      Due 2046 rated Baa2.

   7) The U.S. $5,000,000 Class E-1 Deferrable Floating Rate Notes
      Due 2046 rated Ba2.

   8) The U.S. $4,000,000 Class E-2 Deferrable Fixed Rate Notes
      Due 2046 rated Ba2.

Moody's noted that its ratings address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to diminishment of cash flow
from the underlying assets, which consist primarily of structured
finance securities, including:

   * residential mortgage-backed securities,
   * commercial mortgage-backed securities,
   * collateralized debt obligations, and
   * asset-backed securities

due to defaults as well as the credit enhancement for the notes
inherent in the Issuer's capital structure and the transaction's
legal structure.

TCW Asset Management Company will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


HARDWOOD P-G: Case Summary & 59 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Hardwood P-G, Inc.
             aka Custom Forest Products
             1400 Currency
             San Antonio, Texas 78219

Bankruptcy Case No.: 06-50057

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Custom Forest Products, Ltd.               06-50059
      Custom Forest Transportation, Inc.         06-50060

Type of Business: The Debtors sell and deliver local
                  and exotic hardwoods.  See
                  http://www.customforestonline.com/

Chapter 11 Petition Date: January 9, 2006

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtors' Counsel: David S. Gragg, Esq.
                  Langley & Banack, Inc.
                  745 East Mulberry, Suite 900
                  San Antonio, Texas 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889

                                     Total Assets    Total Debts
                                     ------------    -----------
Hardwood P-G, Inc.                   $18,500,000     $34,385,271
Custom Forest Products, Ltd.         $18,500,000     $30,955,928
Custom Forest Transportation, Inc.   $0              $15,076,257

A. Hardwood P-G, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Donald R. Vann                   Note                 $2,617,692
c/o Cooper G. Dibrell
8620 North New Braunfels,
Suite 315
San Antonio, TX 78217

Gutchess Lumber Co. Inc.         Trade debt           $1,558,663
Mike Weider
150 McLean Road
Cortland, NY 13045

Columbia Forest Products         Trade debt           $1,185,888
P.O. Box 404257
Atlanta, GA 30384

Robert Adams                     Note                   $814,000
Signature Mouldings & Millworks
9560 Ball Street
San Antonio, TX 78217

Wood Products, Inc.              Trade debt/supplier    $566,054
P.O. Box 64745
Baltimore, MD 21264

Interstate Hardwoods, Inc.       Trade debt/supplier    $534,672
P.O. Box 7
Bartow, WV 24920

Northwest Hardwoods, Inc.        Trade debt/supplier    $499,304
P.O. Box 843568
Dallas, TX 75284

Kitchen Brothers Manufacturing   Trade debt             $400,827
P.O. Box 553
Mobile, AL 36601

Penn-Sylvan International Inc.   Trade debt             $314,742
21792 State Highway 8
Centerville, PA 16404

Besse Forest Products            Trade debt             $305,542
P.O. Box 352
Gladstone, MI 49837

JKW Lumber Company               Trade debt/supplier    $300,041
1925 Belmont Loop, Suite 110
Woodland, WA 98674

Digby Truck Line, Inc.           Trade debt             $287,904
P.O. Box 306002
Nashville, TN 37230

Bennett Hardwoods, Inc.          Trade debt             $264,924
Attn: Katreen Abendroth
P.O. Box 1364
Wausua, WI 54402

Columbia Forest Products         Trade Debt             $254,850
MS-80 Import Division
P.O. Box 4300
Portland, OR 97208

Clear Lake Lumber, Inc.          Trade debt             $246,480
P.O. Box 129
Spartansburg, PA 16434

Temple-Inland, Inc.              Trade debt             $242,717
P.O. Box 843276
Dallas, TX 75284

Facemyer Lumber Company, Inc.    Trade debt             $241,284
P.O. Box 227
Middleport, OH 45760

Mann & Parker Lumber Co. LLC     Trade debt             $240,547
c/o The Mann & Parker Lumber Co.
335 North Constitution
New Freedom, PA 17349

Hermitage Hardwood Lumber        Trade debt/supplier    $235,207
P.O. Box 698
105 Ridgedale Drive
Cookeville, TN 38503

Concannon Hardwoods              Trade debt             $226,888
P.O. Box 5037-84
Portland, OR 97208

B. Custom Forest Products, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Gutchess Lumber Co. Inc.         Trade debt           $1,558,663
Mike Weider
150 McLean Road
Cortland, NY 13045

Columbia Forest Products         Trade debt           $1,185,888
P.O. Box 404257
Atlanta, GA 30384

Wood Products, Inc.              Trade debt/supplier    $566,054
P.O. Box 64745
Baltimore, MD 21264

Interstate Hardwoods, Inc.       Trade debt/supplier    $534,672
P.O. Box 7
Bartow, WV 24920

Northwest Hardwoods, Inc.        Trade debt/supplier    $499,304
P.O. Box 843568
Dallas, TX 75284

Kitchen Brothers Manufacturing   Trade debt             $400,827
P.O. Box 553
Mobile, AL 36601

Penn-Sylvan International Inc.   Trade debt             $314,742
21792 State Hwy 8
Centerville, PA 16404

Besse Forest Products            Trade debt             $305,542
P.O. Box 352
Gladstone, MI 49837

JKW Lumber Company               Trade debt/supplier    $300,041
1925 Belmont Loop Suite 110
Woodland, WA 98674

Digby Truck Line, Inc.           Trade debt             $287,904
P.O. Box 306002
Nashville, TN 37230

Bennett Hardwoods, Inc.          Trade debt             $264,924
Attn: Katreen Abendroth
P.O. Box 1364
Wausua, WI 54402

Columbia Forest Products         Trade Debt             $254,850
MS-80 Import Division
P.O. Box 4300
Portland, OR 97208

Clear Lake Lumber, Inc.          Trade debt             $246,480
P.O. Box 129
Spartansburg, PA 16434

Temple-Inland, Inc.              Trade debt             $242,717
P.O. Box 843276
Dallas, TX 75284

Facemyer Lumber Company, Inc.    Trade debt             $241,284
P.O. Box 227
Middleport, OH 45760

Mann & Parker Lumber Co. LLC     Trade debt             $240,547
c/o The Mann & Parker Lumber Co.
335 North Constitution
New Freedom, PA 17349

Hermitage Hardwood Lumber        Trade debt/supplier    $235,207
P.O. Box 698
105 Ridgedale Drive
Cookeville, TN 38503

Concannon Hardwoods              Trade debt             $226,888
P.O. Box 5037-84
Portland, OR 97208

Wolverine Hardwoods              Trade debt/supplier    $209,406
2810 113th Avenue
Allegan, MI 49010

Red River Hardwoods, Inc.        Trade debt             $203,128
P.O. Box 696
Clay City, KY 40312

C. Custom Forest Transportation, Inc.'s 19 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Idealease of San Antonio, Inc.   Trade debt/services     $27,570
P.O. Box 2000007
San Antonio, TX 78220-0007

Classic Carriers                 Trade debt              $13,688
1625 FM 664
Ferris, TX 75125

Riverview International Trucks   Trade debt               $6,766
2445 Evergreen Avenue
West Sacramento, CA 95691

Southwest International          Trade debt               $6,241

Ramos Oil Company                Trade debt               $4,396

Simply Staffing                  Employee staffing        $3,647

All-Rite Staffing, Ltd.          Temporary staffing       $3,315

Idealease of Houston             Trade debt/services      $2,436

Warren Fleet Service, Inc.       Trade debt               $2,349

McCandless International         Trade debt               $2,244

Prodrivers                       Trade debt               $1,238

Lynda's Tire Service, Inc.       Services                   $883

Xtralease                        Services                   $655

Blue Beacon International, Inc.  Trade debt                 $288

Fas Track                        Trade debt                 $186

Labor Ready Central, Inc.        Trade debt                 $176

Fleetwash, Inc.                  Services                    $85

Occupational Health Centers      Services                    $65
of the Southwest

Fleetpride                       Trade debt                  $22


HOST MARRIOTT: Exercises Option for Conversion Rights
-----------------------------------------------------
Host Marriott Corporation (NYSE: HMT) will exercise its option to
cause the conversion rights of its 6.75% convertible subordinated
debentures and the corresponding conversion rights of the holders
of the 6.75% Convertible Quarterly Income Preferred Securities
(CUSIP# 441079407) issued by the Host Marriott Financial Trust to
expire.  The company is exercising this option since the market
price of its common stock has exceeded 120% of the adjusted
conversion price of the QUIPS for 20 out of the last 30 trading
days.  The last reported sale price of the Company's common stock
as of Jan. 10, 2005 was $19.50.  The QUIPS currently are
convertible into 3.2537 shares of Host Marriott common stock per
$50 liquidation amount of preferred security, which equates to an
adjusted conversion price of $15.367.  The conversion rights of
the QUIPS holders will expire at 5:00 p.m. (Eastern Standard Time)
on Feb. 10, 2006.

Additionally, on Dec. 12, 2005 the company gave notice to QUIPS
holders of a partial redemption of $100 million of QUIPS to occur
on Jan. 11, 2006 and, in response to the notice, many holders
elected to convert their QUIPS securities that were subject to
redemption.  If all of the QUIPS holders elect to convert their
remaining securities to Host Marriott common shares prior to the
expiration of their conversion rights, the aggregate conversions
(after taking into account conversions in response to the partial
redemption) will result in the issuance of approximately 30.9
million shares of Host Marriott common stock as well as a $492
million reduction of the company's debt and the elimination of
approximately $32 million of related annual fixed charges.  The
company's 2006 full year guidance for Funds from Operations  per
diluted share will not be affected since QUIPS were already
reflected on a converted basis, and the Company's forecasted 2006
Net Income will increase approximately $30 million.

Host Marriott -- http://www.hostmarriott.com/-- is a Fortune 500
lodging real estate company that owns or holds controlling
interests in upscale and luxury hotel properties primarily
operated under premium brands, such as Marriott(R), Ritz-
Carlton(R), Hyatt(R), Four Seasons(R), Fairmont(R), Hilton(R) and
Westin(R).

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service affirmed the ratings of Host Marriott's
senior unsecured debt of Ba2, with a positive outlook.  The
ratings affirmation follows the announcement by Host Marriott that
it has agreed to acquire 38 luxury and upper upscale hotels from
Starwood Hotels and Resorts for approximately $4 billion.  Moody's
expects Host Marriott will issue approximately $2.3 billion of
common equity to Starwood stockholders, and assume $700 million in
debt, with the balance to be funded with cash provided by, perhaps
initially, a bridge facility.


INTERACTIVE MOTORSPORTS: Sells Assets to Cut Debt by $571,000
-------------------------------------------------------------
Interactive Motorsports and Entertainment Corporation's
(OTCBB:IMTS) wholly owned subsidiary, Perfect Line, sold assets in
exchange for $571,000 in debt reduction and release of past,
current and future lease obligations at three Mills Corporation
malls.  

Perfect Line entered into an Asset Purchase Agreement on
Dec. 31, 2005, pursuant to which it sold 28 of its race car
simulators to Checker Flag Lightning, LLC, a Michigan limited
liability corporation.  The simulators are currently operating and
located in three Mills Corporation malls, specifically Concord
Mills (12 simulators), Opry Mills, (10 simulators) and Gurnee
Mills (6 simulators).

As part of the transaction, CFL and Mills Corporation agreed in
separate Assignment, Assumption and Consent Agreements that CFL
will be assigned the leases and will assume all of Perfect Line's
outstanding obligations to The Mills Corporation and it affiliates
under the Perfect Line's lease agreements for Concord Mills, Katy
Mills and Opry Mills.  As part of that agreement, Mills released
Perfect Line from all past, current and future monetary
obligations under those leases.

In addition, CFL agreed to a $400,000 note and security agreement
for CFL's outstanding financial obligations to Perfect Line
related to the Mills sites, with a term of 68 months and the 6
simulators at Gurnee Mills as security for the note.

"We are fortunate to have a strong asset base that allows us to
both generate cash and reduce debt," commented William R.
Donaldson, the Company's Chairman and CEO.  "Such transactions
emphasize the wide variance between the book value of our
simulator assets and their market value."

Headquartered in Indianapolis, Indiana, Interactive Motorsports
and Entertainment Corp., through its wholly owned subsidiary,
Perfect Line, Inc., is a world leader in race simulation that owns
and operates racing centers, leases or revenue shares with third
party operators and sells race car simulators.  NASCAR Silicon
Motor Speedway customers experience driving in a NASCAR racecar
that simulates the motion, sights and sounds of an actual NASCAR
event.  Located in high profile, high traffic locations, the
company's racing centers range from 2 to 12 race car simulators
per location and many sites offer what the Company believes to be
the best selling NASCAR driver merchandise available to the
market.

As of Sept.30, 2005, Interactive Motorsports' equity deficit
widened to $1,968,050 from a $1,741,431 deficit at Dec. 31, 2004.


KERR-MCGEE: Fitch Assigns BB Ratings to $3.85 Billion Debts
-----------------------------------------------------------
Fitch Ratings has raised the issuer default rating of Kerr-McGee
Corporation to 'BB' from 'BB-' and assigned a rating of 'BB' to
the company's new $1.25 billion senior unsecured credit facility.

Fitch has also assigned the senior unsecured rating of 'BB' to the
company's $2.6 billion of public notes (excluding the $550 million
of debt at Tronox Inc.), which became unsecured with the new
credit facility.  With the removal of the security, Fitch is
withdrawing Kerr-McGee's secured rating of 'BB'.  Fitch is also
withdrawing the company's commercial paper rating of 'B', which
has been inactive since the company's ratings were downgraded
below investment grade in 2005.  The Rating Outlook remains
Positive.  The debt ratings of Kerr-McGee are:

     -- IDR upgraded to 'BB' from 'BB-';

     -- Senior unsecured credit facility assigned 'BB';

     -- Senior unsecured notes assigned 'BB'; and

     -- Senior secured rating and commercial paper rating
        withdrawn.

Fitch also rates the debt of the Tronox Inc. subsidiaries:

     -- Tronox IDR 'B';

     -- Tronox Worldwide LLC's and Tronox Finance's $350 million
        senior unsecured notes 'B+/RR3';

     -- Tronox $250 million senior secured revolving credit
        facility and $200 million senior secured term loan rating
        of 'BB/RR1'.

The Rating Outlook for Tronox is Stable.

The rating action reflects the continued improvement in the credit
profile of Kerr-McGee as the company continues to reduce its
balance sheet debt through the proceeds from asset sales.  The
company has completed all of the major divestments with the
exception of the Gulf of Mexico shelf properties.  Bids for the
shelf properties were received in late 2005 with a sale expected
in the first quarter of 2006.  With the announcement of the tender
offer for the company's 7% debentures due 2011, the expected
distribution of Tronox in 2006 and the maturity of the         
$300 million of 5.875% notes in September 2006, balance sheet debt
is expected to be down to $2.1 billion at year-end 2006.

Kerr-McGee's credit profile will also continue to benefit from the
strong commodity price environment, the significant hedges in
place through 2007 at prices well above historical levels, the 90%
reduction in dividend payments, as well as the size and diversity
of its reserve base.  Fitch also expects Kerr-McGee to
significantly reduce its environmental exposure with the
distribution of Tronox.

The rating action also takes into consideration the initiation of
a $1 billion share repurchase program with the target of reducing
outstanding shares by 9% or approximately 10 million shares.  
Fitch expects Kerr-McGee will fund the program, as well as the
tender of the 2011 debentures, with the significant level of cash
on hand following the asset sales as well as free cash flow
generation.  The new program follows the 'Dutch Auction' tender in
2005, in which the company sold a significant portion of its
assets, including approximately 30% of year-end 2004 reserves, to
buy back approximately $4 billion of stock.

The ratings also continue to reflect the abrupt change to the
company's financial and operational strategy in 2005.

The positive outlook reflects the rapid improvement in the
company's credit metrics towards investment grade levels.  Fitch
will continue to review Kerr-McGee over the next several months to
evaluate the company's results following the asset sales.  The
transition in the company has dramatically changed the company's
asset base and production profile.  Fitch's forecasts, however,
reflect strong performance for Kerr-McGee, particularly given the
hedges the company has in place and the reduction in the dividend.


LOEWS CINEPLEX: AMC Discloses Non-Public Material Info Re Merger
----------------------------------------------------------------
AMC Entertainment Inc. disclosed non-public material information
about the Company and Loews Cineplex Entertainment Corporation in
relation to their planned merger.

As reported in the Troubled Company Reporter on June 23, 2005, the
Company and Loews Cineplex entered into a definitive merger
agreement that would result in the combination of their
businesses.

The merger agreement also provides for the merger of their
respective holding companies, Marquee Holdings Inc. and LCE
Holdings, Inc., with Marquee Holdings Inc., which is controlled by
affiliates of J.P. Morgan Partners, LLC and Apollo Management,
L.P., continuing as the holding company for the merged businesses.
The current stockholders of LCE Holdings, Inc., including
affiliates of Bain Capital Partners, The Carlyle Group and
Spectrum Equity Investors, would hold approximately 40% of the
outstanding capital stock of the continuing holding company.

The merged company, to be called AMC Entertainment Inc., will be
headquartered in Kansas City, Missouri, and will own, manage or
have interests in approximately 450 theatres with about 5,900
screens in 30 states and 13 countries.  Peter C. Brown, AMC
Chairman of the Board, Chief Executive Officer and President, will
remain in this role in the merged company. When combined, the
company will have approximately 24,000 associates serving more
than 280 million guests annually.  An integration committee will
be formed in which Travis E. Reid, President and Chief Executive
Officer of Loews Cineplex Entertainment Corporation, and Brown
will serve as co-chairs.  The integration committee also will
include representatives of the two sponsor groups.

                      Financing the Merger

The Company intends to finance the Mergers and the refinancing of
the Company's and Loews' existing indebtedness:

   -- New senior secured credit facility, consisting of:

      * a $650 million senior secured term loan B facility; and
      * a $200 million secured revolving credit facility; and

   -- $325 million of new senior subordinated debt;

Concurrently with the closing of the Facility and New Senior
Subordinated Debt, the Company anticipates entering into these
financing transactions:

   -- the repayment of all outstanding amounts under the Company's
      existing senior secured credit facility and Loews' existing
      senior secured credit facility and the termination of all
      commitments under those facilities; and

   -- the completion of the tender offer and consent solicitation
      for all $315 million aggregate principal amount of Loews'
      outstanding 9.0% senior subordinated notes due 2014.

Unless otherwise stated, it is assumed that 100% of the Existing
Loews Subordinated Notes will be tendered in connection with the
Tender Offer.

The Company intends to consummate the mergers concurrently with:

   (1) the closing of the facility;

   (2) the consummation of the new senior subordinated debt
       offering;

   (3) the repayment of all outstanding amounts under:

       -- the Company's existing senior secured credit facility;
          and

       -- Loews' existing senior credit facility; and

   (4) the consummation of the other financing transactions

A full-text copy of the Disclosure is available for free at
http://ResearchArchives.com/t/s?442

                     About AMC Entertainment

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
http://www.amctheatres.com/-- is a subsidiary of Marquee Holdings
Inc.  Through its circuit of AMC Theatres, AMC Entertainment
operates 229 theaters with 3,546 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain and the United
Kingdom.

                      About Loews Cineplex

Loews Cineplex Entertainment Corp operates motion picture theaters
primarily in major cities throughout the United States, Canada,
Spain, Hungary and Turkey. The company operates its theaters under
the Loews, Sony and Cineplex Odeon names.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services, in light of a steep drop in
movie theater attendance in the current year, revised its outlook
on Loews Cineplex Entertainment Corp. (B/Negative/--) to negative
from positive.


LOEWS CINEPLEX: Gets Necessary Tenders for 9% Senior Notes
----------------------------------------------------------
Loews Cineplex Entertainment Corporation reported that in
connection with the tender offer and consent solicitation for its
outstanding 9% Senior Subordinated Notes due 2014, it had received
the requisite consents from registered holders of the Notes to
amend the indenture governing the Notes.

As of 5:00 p.m., New York City time, on Jan. 10, 2006, tenders and
consents had been received with respect to approximately 99.8% of
the outstanding principal amount of the Notes.  The consents
received are sufficient to amend the Indenture governing the
Notes.  The Consent Date was 5:00 p.m., New York City time, on
Jan. 10, 2006, and any Notes that have been tendered prior to, or
that are tendered after, the Consent Date may not be withdrawn and
the related consents may not be revoked.

Loews, certain of its subsidiaries that are guarantors under the
Indenture, and U.S. Bank National Association, the trustee under
the Indenture, plan to execute a supplemental indenture to the
Indenture in order to effect the proposed amendments to the Notes
and the Indenture, as provided in Loews' Offer to Purchase and
Consent Solicitation Statement, dated Dec. 21, 2005.  However, the
amendments will not become operative with respect to the Notes
until Loews purchases the validly tendered Notes pursuant to the
Offer to Purchase.  In addition, Loews expects that payment for
the Notes, including Notes tendered on or prior to the Consent
Date, will be made promptly after the Expiration Date.

The Notes are being tendered pursuant to the Offer to Purchase,
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants, certain
events of default and certain other provisions contained in the
Indenture.

The tender offer is subject to the satisfaction or waiver of
certain conditions, including, among other things, the
satisfaction or waiver of all conditions precedent to the
consummation of the merger of LCE Holdings, Inc., the parent
company of Loews, and Marquee Holdings Inc., the parent company of
AMC Entertainment Inc., and the merger of Loews and AMCE, with
AMCE continuing as the surviving corporation after the merger, and
the receipt of funds by the Combined Company sufficient to pay the
aggregate Total Consideration from the anticipated proceeds of a
contemplated placement of new senior subordinated debt.  In the
event that the tender offer and consent solicitation are withdrawn
or otherwise not completed, neither the tender consideration nor
the consent payment will be paid or become payable to holders of
the Notes who have tendered their Notes and delivered consents.

The Dealer Managers and Solicitation Agents for the tender offer
are Credit Suisse First Boston LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc.  Questions regarding the tender
offer and consent solicitation may be directed to any Dealer
Manager and Solicitation Agent: Credit Suisse First Boston LLC,
Liability Management Group, at (800) 820-1653 (US toll-free) and
(212) 325-7596 (collect); Citigroup Global Markets Inc., Liability
Management Group, at (800) 558-3745 (US toll-free) and (212) 723-
6106 (collect); and J.P. Morgan Securities Inc., Liability
Management Group, at (866) 834-4666 (US toll-free) and (212) 834-
3424 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement may be obtained from the Information Agent
for the tender offer and consent solicitation, D.F. King & Co.,
Inc., at (888) 628-1041 (US toll-free) and (212) 269-5550
(collect).

Loews Cineplex Entertainment Corp operates motion picture theaters
primarily in major cities throughout the United States, Canada,
Spain, Hungary and Turkey. The company operates its theaters under
the Loews, Sony and Cineplex Odeon names.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services, in light of a steep drop in
movie theater attendance in the current year, revised its outlook
on Loews Cineplex Entertainment Corp. (B/Negative/--) to negative
from positive.


LORETTO-UTICA: Court Sets July 22 as Claims Bar Date
----------------------------------------------------
The United States Bankruptcy Court for the Northern District of
New York, set July 22, 2006, as the deadline for all creditors
owed money by Loretto-Utica Properties Corporation on account of
claims arising prior to Dec. 15, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
July 22 Claims Bar Date and those forms must be delivered to:

              Clerk of the Bankruptcy Court
              United States Courthouse
              Alexander Pirnie Federal Building
              10 Broad Street
              Utica, NY 13501-1233

Headquartered in Syracuse, New York, Loretto-Utica Properties
Corporation filed for chapter 11 protection on Dec. 15, 2005
(Bankr. N.D.N.Y. Case No. 05-73473).  Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $1 million to $10 million in assets
and estimated $10 million to $50 million in debts.


MARSH SUPERMARKETS: Completes $25 Million Two-Year Term Loan
------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq: MARSA and MARSB) reported that
on Jan. 6, 2006, the company received the proceeds of a $25
million two-year term loan.  The proceeds of the loan were used to
reduce the outstanding borrowings under the company's revolving
credit facility, increasing the company's available borrowings to
approximately $55 million as of Jan. 10, 2006.

Don E. Marsh, Chairman and Chief Executive Officer, stated, "The
term loan enhances the company's liquidity position and continued
commitment to further progress on the previously announced process
of identifying and considering strategic alternatives for the
company."

The company also said that on Jan. 6, 2006, Douglas W. Dougherty
was appointed to the newly-created position of Executive Vice
President - Finance and Administration.  Mr. Dougherty will retain
his responsibilities of Chief Financial Officer in addition to
assuming additional administrative duties with the goal of
improving cash flow and reducing debt.

Marsh is a leading regional chain, operating 70 Marsh(R)
supermarkets, 38 LoBill(R) Foods stores, 8 O'Malia(R) Food
Markets, 160 Village Pantry(R) convenience stores, 2 Arthur's
Fresh Market(R) stores, and 1 Savin*$(SM), in Indiana, western
Ohio, and Illinois.  The company also operates Crystal Food
Services(SM), which provides upscale catering, cafeteria
management, office coffee, coffee roasting, vending and
concessions, and restaurant management, and Primo Banquet Catering
and Conference Centers; Floral Fashions(R), McNamara(R) Florist
and Enflora(R) - Flowers for Business.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Moody's Investors Service lowered the ratings of Marsh
Supermarkets, Inc. including the corporate family rating to B2
from B1, and assigned a developing outlook.  The downgrade
reflects the deterioration in Marsh's operating performance and
credit metrics as the company and other traditional supermarkets
have lost share to Wal-Mart in its core markets, as well as the
weak returns from significant expenditures in recent years to
expand its store base.

The developing outlook reflects the uncertainty about Marsh's
future financial and operating profile given the company's recent
announcement that it is exploring strategic alternatives to
enhance shareholder value, including a possible sale of the
company.  The rating action concludes the review for possible
downgrade begun on August 15, 2005.

Ratings lowered:

   * Corporate Family Rating to B2 from B1

   * 8.875% senior subordinated notes due in 2007, guaranteed by
     operating subsidiaries, to Caa1 from B3


MEDICAL TECHNOLOGY: Confirmation Hearing Set for January 30
-----------------------------------------------------------
The Honorable Russell F. Nelms of the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, will convene
a hearing on Jan. 30, 2006, at 9:00 a.m., to consider the merits
of Medical Technology, Inc., dba Bledsoe Brace Systems' Second
Amended Plan of Reorganization.

Judge Russell approved the Debtor's Disclosure Statement on
Dec. 14, 2005.

Objections to the Plan, if any, must be filed with the Clerk of
Court by 5:00 p.m. today.  Creditors' ballots must be received or
faxed by 5:00 p.m. on January 17 to the Debtor's counsel:  

        Forshey & Prostok, LLP
        Attn: J. Robert Forshey
        777 Main Street, Suite 1290
        Fort Worth, Texas 76102
        Fax: 817-877-4151

As previously reported, the relevant components of the Debtor's
Plan include:

    -- the full payment of unsecured creditors;

    -- a restructuring and extension of secured debts; and

    -- the full payment, of Orthodontics Inc. and Generation II
       USA Inc.'s over $6.8 million in claims from a judgment
       awarded by the U.S. District Court for the Western
       District of Washington, Seattle Division, if the Debtor's
       pending appeal is denied.

Payments due under the Plan will be funded from the Reorganized
Debtor's income and other sources of funds, including future
borrowing or sale of stock.  The Reorganized Debtor will be
responsible for making all distributions or payments on account of
allowed claims as contemplated in the Plan.

                   Treatment of Claims

Convenience claims, consisting of any allowed claim of $2,000 or
less and any allowed claim for which the holder elects to reduce
its claim to $2,000, will be paid in full within two months from
the effective date of the Plan.  Convenience claims total
approximately $30,777.

Tax Claims totaling approximately $86,800 will be paid in full on
the effective date.

Allowed critical vendor claims, totaling approximately $367,714,
will be paid within 30 days after the effective date.

The approximately $1.6-million secured claim of North MARQ on
account of two prepetition building loans will be treated in
accordance with section 1124(2) of the Bankruptcy Code.  The Plan
provides that:

     a) the Debtor will cure any default existing on these loans
        on or prior to the effective date of the Plan;

     b) the maturity of the two loans will be reinstated as
        it existed prior to any default; and

     c) the holder of the building notes will be compensated for
        any damages incurred as a result of any reasonable
        reliance on contractual provision in accordance with
        section 1124(2)(c) of the Bankruptcy Code.

Chase Bank's secured claim, totaling approximately $1.3 million,
will be paid according to these terms:

     a) The Chase Receivable Line will be paid in 36 equal
        monthly installments.  The receivable line will continue
        to be secured by a first lien and security interest in         
        the chase collateral and will continue to bear interest
        at the non-default rare.  The Reorganized Debtor will
        maintain a borrowing base at least $200,000 over the
        unpaid balance of the receivable line and will provide
        Chase with a Borrowing Base Certificate on a monthly
        basis.

     b) The Chase Equipment Line and the Chase Advancing Note
        will be paid in 36 equal monthly installments.  The
        Equipment Line and Advancing Note will continue to be
        secured by a first lien and security interest in the
        chase collateral and will continue to bear interest at
        the non-default rate.

The Reorganized Debtor will execute and deliver to Chase Bank
documents renewing and extending the Advancing Note, Receivable
Line and Equipment Line.

Ford's secured claim will be paid in accordance with the terms of
applicable agreements governing the loan.

The Debtor can elect to pay other secured claims, totaling
approximately $47,406, either:

     a) through the return of the collateral securing the claim;

     b) in installments over a period of six years at the prime
        rate of interest; or

     c) by allowing the claim holder to offset in satisfaction of
        its secured claim.

General unsecured claims, totaling approximately $1,709,783, will
be paid according to these terms:

     a) unsecured claim holders can elect to reduce their claim
        to $2,000 and will be treated as a convenience claim; or

     b) receive full payment of their claims in 60 equal
        installments, plus interest, beginning on the initial
        distribution date.

                 Disputed Litigation Claims

The Debtor continues to dispute any liability in the patent
infringement lawsuit filed by the Generation II companies and has
appealed the judgment awarded by the Seattle District Court.  The
Debtor also contests its liability on various other lawsuits
seeking damages for breach of contract, breach of implied warranty
and negligence.  All claims resulting from these lawsuits are
classified as contested claims.

Any allowed claim of the Generation II companies, totaling
approximately $6.8 million, will be paid in 120 equal monthly
installments, plus interest, beginning on the initial distribution
date.  Pending the District Court's decision on the appeal, the
Debtor will make monthly deposits of interest accrued on the
judgment amount into an escrow account.

Any judgment awarding damages to David. N. Pinkus and Brandon Joel
Bailey will be paid solely through applicable insurance policies.

The claim of Frank R. Noyes, MD, will be adjudicated and allowed
as apart of the litigation pending before the U.S. District Court
for the Southern District of Ohio.  Claims arising from this
litigation, if any, will be paid in 120 equal monthly
installments, plus interest, beginning on the initial distribution
date.

Any allowed claim of dj Orthopedics, LLC, will be paid in 120
equal monthly installments, plus interest, beginning on the
initial distribution date.

Equity interest holders will retain their interest in the
Reorganized debtor.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/--  
manufactures and distributes orthopedic knee braces, ankle braces,
ankle supports, knee immobilizers, arm braces, sport braces,
boots, and walkers.  The Debtor filed chapter 11 protection on
July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


MIRANT CORP: New Shares Listed on the New York Stock Exchange
-------------------------------------------------------------
Mirant Corp. (NYSE: MIR) reported that the company's common stock
began trading on the New York Stock Exchange on Jan. 11, 2006.  To
mark the occasion, Edward R. Muller, Mirant's chairman and chief
executive officer, rang the opening bell to initiate trading on
the exchange.

"We look forward to creating tremendous value for our shareholders
in the coming years through discipline, excellence and
creativity," said Muller on the occasion.

As previously reported in the Troubled Company Reporter, the
company successfully emerged from Chapter 11 bankruptcy protection
on Jan. 3, 2006.  The company has completed the steps necessary to
cause its Plan of Reorganization to become effective, including
securing $2.35 billion in exit financing.

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.


MISSION INSURANCE: Claims Procedures Hearing Set on Jan. 24
-----------------------------------------------------------
John Garamendi, the Insurance Commissioner of the State of
California and Trustee of Mission Insurance Company, Mission
Insurance Company Trust and Mission National Insurance Company
Trust, asks the Honorable John Shephard Wiley, Jr., of the
Superior Court of California for the County of Los Angeles for
approval of uniform claims procedures and to:

   (a) settle and approve the accounting of the Insurance
       Commissioner;

   (b) affirm the distribution of Covanta shares pro rata to all
       unpaid creditors, on such schedules as may be devised in
       connection with the hearing;

   (c) settle the final accounts of the Insurance Commissioner and
       discharges the Insurance Commissioner as Trustee and as
       Liquidator of the Debtors;

   (d) authorize the closing of the Mission Insurance Company
       case, subject to the Court's continuing jurisdiction should
       further unanticipated collections be received after the
       date of closing, which will necessitate a further
       distribution;

   (e) authorize the Insurance Commissioner to take steps that are
       necessary and appropriate to close the proceedings by the
       final date set by the Court;

   (f) discharge the Liquidator and Trustee and the Insurance
       Commissioner as well as the Conservation and Liquidation
       Office, its employees and agents, and the Liquidator and
       Trustee's agents, employees, attorneys and deputies;

   (g) authorize the Trustee to maintain the records of the
       Debtors for three years, after which those records may be
       destroyed in the Trustee's discretion;

   (h) enter an order that the Trustee and Liquidator, the
       Conservation and Liquidation Office, the California
       Department of Insurance and their officers, employees,
       deputies, agents and attorneys, will have no liability of
       any kind or nature arising from the activities prior to or
       during the liquidation of the Debtors;

   (i) authorize the Insurance Commissioner to immediately destroy
       a group of old computer data tapes no longer used by the
       trusts but kept in storage at trust expense;

   (j) implement document retention policies, which permit the
       eventual destruction of those other records as the
       Insurance Commissioner may determine appropriate; and

   (k) make other related orders regarding the closing of the
       cases as the Court may determine appropriate, including any
       instructions as to closing matters like those relating to
       Covanta.

Judge Wiley will hear the requests of the Insurance Commissioner
on Jan. 24, 2006, at 8:30 a.m.

Full-text copies of the relevant court filings are available at
http://www.caclo.org

Mission Insurance Company and its affiliates have pending cases in
Department 50 of the Los Angeles Superior Court (Case No.
05-572724).


MONTECITO BROADCAST: S&P Junks Rating on Proposed $48 Million Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to the Montecito Broadcast Group, LLC.  

Standard & Poor's also assigned a 'B' rating and a recovery rating
of '2' to Montecito's proposed $115 million secured first-lien
credit facilities, indicating an expectation of substantial
recovery of principal in the event of a payment default.

At the same time, a 'CCC+' rating and a recovery rating of '4'
were assigned to Montecito's proposed $48 million secured   
second-lien loan facility, indicating an expectation of marginal
recovery of principal in the event of a payment default.  Proposed
borrowings are expected to be used to help fund the purchase of
four TV stations from Emmis Communications Corp.  TV station owner
and operator Montecito will have approximately $143 million of
debt outstanding pro forma for the proposed transaction.  The
outlook is negative.

"The rating on Montecito," said Standard & Poor's credit analyst
Alyse Michaelson Kelly, "reflects the company's heavy debt burden
compared to its narrow cash flow base, a small portfolio of TV
assets, vulnerability to economic and election downturns, and
competition from other major network-affiliated television
stations whose parent companies have larger financial resources."  

These factors are only partially offset by the competitive
positions of Montecito's four network-affiliated television
stations, broadcasting's good margin and free cash flow conversion
potential, and station asset values.

"The 'B' rating assumes that Montecito will generate discretionary
cash flow in fiscal 2007, benefiting from cost savings and
political advertising, and use it to reduce leverage to around 5x
in fiscal 2007," added Ms. Kelly.


MUSICLAND HOLDING: Files Chapter 11 Protection in New York
----------------------------------------------------------
Musicland Holding Corp and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of New York on Jan. 12, 2006.  The company believes the
move is necessary to complete its restructuring initiatives and
refine its business model.  

                       DIP Financing

The company has received commitments for up to $75 million in
debtor-in-possession financing from its existing bank group, led
by Wachovia as agent, which will enable it to continue to operate
during the restructuring period.

"We have been exploring various options for cutting costs, such as
the impending closure of the Media Play chain," Musicland
President and CEO Michael J. Madden said.  "We believe that the
decisive action we are taking provides the Company with the most
effective means to restructure our operations, strengthen our
balance sheet and position us to compete more effectively in the
current music and movies industry environment."

The company attributes their financial difficulties to a
diminishing music and movies marketplace, growing competition from
big box retailers and the increase of music downloading.

"Musicland has a solid management team, enthusiastic employees and
loyal customers.  We have funding in place to continue our normal
business operations during the restructuring.  We will continue
our plans to launch innovative new business initiatives in 2006
and continue to build our highly valued vendor relationships," Mr.
Madden concluded.

During the restructuring process vendors will be paid for post-
petition purchases of goods and services in the ordinary course of
business.  The company has asked the Court for permission to
continue to honor its current customer policies regarding
merchandise returns and to honor outstanding gift cards and
loyalty programs, so that there will be limited impact on
customers.  Courts typically grant these requests and Musicland
expects that the court will do so here.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-
10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.


MUSICLAND HOLDING: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Musicland Holding Corp.
             c/o James H.M. Sprayregen
             Kirkland & Ellis LLP
             153 East 53rd Street
             New York, New York 10022

Bankruptcy Case No.: 06-10064

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Musicland Purchasing Corp.                 06-10060
      Media Play, Inc.                           06-10061
      MG Financial Services, Inc.                06-10062
      MLG Internet, Inc.                         06-10063
      Musicland Retail, Inc.                     06-10065
      Request Media, Inc.                        06-10066
      Sam Goody Holding Corp.                    06-10067
      Suncoast Group, Inc.                       06-10068
      Suncoast Holding Corp.                     06-10069
      Suncoast Motion Picture Company, Inc.      06-10070
      Suncoast Retail, Inc.                      06-10071
      The Musicland Group, Inc.                  06-10072
      TMG Caribbean, Inc.                        06-10073
      TMG - Virgin Islands, Inc.                 06-10074

Type of Business: Musicland Holding Corp. --
                  http://www.musicland.com/-- is a leading
                  national specialty retailer of music, movies and
                  entertainment-related products.  Musicland
                  operates more than 800 retail stores and online
                  under the names Sam Goody --
                  http://SamGoody.com/, Suncoast Motion Picture
                  Company -- http://Suncoast.com/ and
                  MediaPlay.com.  In June 2003, Musicland was
                  acquired by an affiliate of Sun Capital
                  Partners, Inc.

Chapter 11 Petition Date: January 12, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: James H.M. Sprayregen, Esq.
                  Kirkland & Ellis
                  200 East Randolph Drive
                  Chicago, Illinois 60601
                  Tel: (312) 861-2481
                  Fax: (312) 861-2200

Debtors'
Conflicts
Counsel:          Curtis, Mallet-Prevost, Colt & Mosle LLP

Debtors' Claims &
Noticing Agent:   The BMC Group, Inc.

Total Assets: $

Total Debts:  $

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Deluxe Media Services            Trade               $7,984,233
568 Atrium Drive
Vernon Hills, IL 60061
Attn: Tom Vale
Tel: (847) 990-4100
Fax: (847) 549-8354

NBC Universal/Universal          Trade               $6,882,962
Studios Home Entertainment
100 Universal City Plaza
Universal City, CA 91608
Attn: John Roussey
Tel: (818) 777-7601
Fax: (818) 866-2401

Navarre Corporation              Trade               $6,690,554
7400 49th Avenue North
New Hope, MN 55428
Attn: Eric Paulson
Tel: (763) 535-8333
Fax: (763) 533-2156

Ventura Distribution, Inc.       Trade               $5,845,002
2590 Conejo Spectrum Street
Thousand Oaks, CA 91320
Attn: Larry Hayes
Tel: (805) 498-7800
Fax: (805) 498-6945

AEC One Stop Group Inc.          Trade               $3,792,143
4250 Coral Ridge Drive
Coral Springs, FL 33065-7616
Attn: Alan Tuchman
Tel: (954) 255-4000
Fax: (954) 255-4078

Funimation Products Ltd.         Trade               $3,086,590
6851 NE Loop 820, Suite 247
Fort Worth, TX 76180
Attn: Gen Fukumaga
Tel: (817) 788-0627
Fax: (817) 788-0628

Electronic Arts                  Trade               $2,800,374
209 Redwood Shores Parkway
Redwood City, CA 94065
Attn: Norna Cash
Tel: (650) 628-1500
Fax: (650) 628-1415

Fender Musical Instrument        Trade               $2,469,669
8860 E. Chaparral Road, Suite 100
Scottsdale, AZ 85250
Attn: Matthew Janopaul
Tel: (480) 596-9690
Fax: (480) 596-1384

Zimmerman Partners Advertising   Trade               $2,435,706
2200 W. Commercial Blvd., 3rd Fl.
Fort Lauderdale, FL 33909
Attn: Jordan Zimmerman
Tel: (954) 731-2900
Fax: (954) 731-2977

A D Vision Inc.                  Trade               $2,344,716
5750 Bintliff Drive
Houston, TX 77036-2123
Attn: John Ledford
Tel: (713) 977-9181
Fax: (713) 341-7195

Virgin Mobile USA                Trade               $2,279,786
10 Independence Boulevard
Warren, NJ 07059
Attn: Dan Schulman
Tel: (908) 607-4000
Fax: (908) 607-4124

Image Entertainment Inc.         Trade               $2,255,070
20525 Nordoff Street, Suite 200
Chatsworth, CA 91311
Attn: Martin Greenwald
Tel: (818) 407-9100
Fax: (818) 407-9151

Activision                       Trade               $2,046,080
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Attn: Lewis Shiro
Tel: (310) 255-2000
Fax: (310) 479-4005

Media Blasters Inc.              Trade               $1,794,965
519 8th Avenue, 15th Floor
New York, NY 10018
Attn: Andrew Vidal
Tel: (212) 944-9224
Fax: (212) 944-9288

Trianna                          Trade               $1,748,124
9860 Raspberry Hill
Chaska, MN 55318
Attn: John Makela
Tel: (952) 934-4759
Fax: (952) 934-0148

Geneson Entertainment USA Inc.   Trade               $1,572,437
2265 East 220th Street
Long Beach, CA 90810-1639
Attn: Yosuke "James" Kobayashi
Tel: (310) 952-2000
Fax: (910) 952-2791

Koch International Corporation   Trade               $1,463,512
22 Harbor Park Drive
Port Washington, NY 11050
Attn: Michael Rosenberg
Tel: (516) 484-1000
Fax: (516) 484-4746

BCI Eclipse                      Trade               $1,378,825
810 Lawrence Drive, Suite 100
Newbury Park, CA 91320
Attn: Eric Paulson
Tel: (805) 375-9998
Fax: (805) 375-9908

US Music Corporation             Trade               $1,330,505
444 East Courtland
Mundelein, IL 60060
Attn: Garry Gryczan
Tel: (847) 949-0444
Fax: (847) 949-8444

Diversified Distribution Systems Trade               $1,284,779
2828 10th Avenue South
Minneapolis, MN 55407-5514
Attn: Peter Courtney
Tel: (612) 813-5200
Fax: (612) 813-5205

Baker & Taylor Entertainment     Trade               $1,261,572
2550 West Tyvola Road, Suite 300
Charlotte, NC 28217
Attn: Robert E. Agres
Tel: (704) 998-3100
Fax: (704) 998-3316

Graphic Communications           Trade               $1,197,347
P.O. Box 933233
Atlanta, GA 31193-3233
Attn: Matt Dawley

UBI Soft Inc.                    Trade               $1,186,282
625 Third Street
San Francisco, CA 94107
Attn: Marshall Calkins

Marjack                          Trade                 $999,966
1900 Clarkson Way
Landover, MD 20785

Davitt and Hanser Music          Trade                 $990,345
4940 Delhi Pike
Cincinnati, OH 45238

TMP International                Trade                 $972,645
1711 West Greentree Drive
Tempe, AZ 85284

UAV Corporation                  Trade                 $930,035
2200 Carolina Place
Fort Mill, SC 29716

IPD                              Trade                 $903,374
Accounts Receivable Department
27500 Riverview Center Boulevard
Suite 300
Bonita Springs, FL 34134

BMI Beaux Merzon Inc.            Trade                 $839,257
1050 Valley Brook Avenue
Lyndhurst, NJ 07071

Cingular Wireless LLC            Trade                 $834,664
5565 Glenridge Connector
Glenridge Highlands Two
Atlanta, GA 30342


NETWORK PLUS: Dilks & Knopik Approved to Recover Unclaimed Funds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Michael B. Joseph, the Chapter 7 Trustee overseeing the
liquidation of Network Plus, Inc., and its debtor-affiliates'
estates, to employ Dilks & Knopik, LLC, as a professional funds
locator.

The Trustee needs Dilks to identify unclaimed funds, which Mr.
Joseph can't do on his own.  The Trustee said Dilks has extensive
knowledge and expertise in collecting unclaimed funds.

The Trustee will pay Dilks a one-third contingency fee of any
unclaimed funds recovered for its services.

Jeffrey Hudspeth, an associate at Dilks & Knopik, assured the
Court of the firm's "disinterestedness" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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.


NEVADA POWER: Prices Private Offering of $210 Mil. Mortgage Notes
-----------------------------------------------------------------
Nevada Power Company, a wholly-owned subsidiary of Sierra Pacific
Resources (NYSE: SRP), priced a private offering of $210 million
principal amount of its 5.95% General and Refunding Mortgage
Notes, Series M, due 2016.  The notes are expected to be delivered
on or about Jan. 18, 2006.

Proceeds from the offering, together with available cash, will be
utilized to repay $210 million outstanding under the Company's
$500 million revolving credit facility, which amount was borrowed
to finance a portion of the purchase price of a 75% ownership
interest in the Silverhawk Power Station.

The notes will be secured by the lien of the company's General and
Refunding Mortgage Indenture, which constitutes a lien on
substantially all of the company's real property and tangible
personal property located in the State of Nevada.  The offering
will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended, and
outside the United States in compliance with Regulation S under
the Securities Act.  The notes will not be registered under the
Securities Act and may not be offered or sold by holders thereof
without registration unless an exemption from such registration is
available.

               About Nevada Power Company

Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas.  The company also provides electricity to Nellis
Air Force Base, the Department of Energy at Mercury and Jackass
Flats at the Nevada Test Site.  Nevada Power Company provides
electricity to approximately 725,000 residential and business
customers in a 4,500 square mile service area.

             About Sierra Pacific Resources

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada.  Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50 percent interest in an interstate
natural gas transmission partnership and several unregulated
energy services companies.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Fitch will not change the ratings or Stable Rating Outlook of
Sierra Pacific Resources Co. and its operating utility
subsidiaries Nevada Power Co. and Sierra Pacific Power Company
following the announcement that the company has agreed to settle
pending litigation with creditors of Enron Corp.  The settlement
is a favorable development for the company in that it removes a
major source of uncertainty and is consistent with the current
Stable Rating Outlook.

SRP, NVP, and SPPC's ratings are rated by Fitch with a Stable
Rating Outlook:

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Trust preferred securities 'B+'.

   Sierra Pacific Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Preferred stock 'B+'.


NEWAVE INC: Discloses Strategic Initiatives For 2006
----------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWWV) summarized its key
achievements of the past year and outlined its strategic
initiatives for 2006.

NeWave CEO Michael Hill stated, "2005 was a year of transition for
NeWave.  Whereby in 2004, our first full calendar year in
business, we posted $6.7 million in revenue, we spent a good part
of 2005 monitoring our progress and evaluating our model. While we
did find some areas in need of improvement, we also found many
considerable strengths, and made a conscious decision to spend
some time repositioning our assets in response to our assessment."

Mr. Hill added, "Clearly the programs we've implemented, are
beginning to have a profound positive effect on our business. Our
optimism for continued growth with an eye on the bottom line is
fueled by our recent internal adjustments as well as the record
pace of growth of e-commerce."

Key achievements and events during 2005 include:

    -- Surpassed over 300,000 paid members for onlinesupplier.com

    -- Posted a record $5 million in revenue for the 9 month
       period ended Sept. 30, 2005.

    -- The arrival of several key executives including the
       Company's first CFO.

    -- Test marketing of the Company's first TV infomercial.

    -- The initial launch of new e-commerce consumer loyalty
       website http://www.buydiscount.com.

Strategic initiatives and goals for 2006:

    -- To organically increase revenue by 50%.

    -- Achieve corporate wide profitability within the year.

    -- Reduce debt by 50%.

    -- The full scale roll-out of http://www.buydiscount.com

    -- Pursue a potential acquisition which is scalable and
       accretive.

NeWave, Inc. is a leading online auction and e-commerce company
which through its wholly-owned subsidiary "onlinesupplier.com", is
engaged in providing online solutions and tools to its customers
for monthly membership fees. NeWave provides its members with a
commercial website, hosting, a merchant account (PayPal, Visa &
Mastercard) and access to thousands of high value products and
value-added services.  Since inception in August of 2003,
"onlinesupplier.com" has serviced over 235,000 paid members.

At Sept. 30, 2005, NeWave, Inc.'s balance sheet showed a
$2,150,021 stockholders' deficit compared to a $224,074 positive
equity at Dec. 31, 2004.


NORTHWEST AIRLINES: Has Until July 13 to File a Chapter 11 Plan
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a chapter 11 case
during which a debtor has the exclusive right to file a chapter 11
plan.  Section 1121(c)(3) provides that if the debtor proposes a
plan within the 120-day exclusive period, the debtor has a period
of 180 days after the petition date to obtain acceptances of that
plan.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that in the first few months of their bankruptcy
cases, the Debtors have:

   (a) obtained important first day orders authorizing them to
       continue existing cash management systems, pay certain
       prepetition claims of lienholders and foreign vendors,
       maintain existing customer programs and protect their
       valuable net operating loss tax attributes;

   (b) negotiated arrangements on terms favorable to their
       estates to maintain important relationships with their
       credit card processors to enable customers to continue
       charging flights on AMEX, Mastercard and Visa credit
       cards;

   (c) resolved numerous disputes with vendors asserting liens
       against their aircraft and engines;

   (d) taken action where appropriate to enforce the automatic
       stay both in the United States and in Canada;

   (e) initiated the process of restructuring their aircraft
       fleet to rationalize their cost structure and match their
       fleet to anticipated future needs by rejecting the leases
       for or abandoning 37 aircraft, entering into agreements
       under Section 1110(a) or Section 1110(b) of the Bankruptcy
       Code for 396 aircraft and entering into adequate
       protection stipulations for an additional 42 aircraft;

   (f) begun to modernize their fleet by negotiating the
       continued purchase and delivery of new Airbus aircraft on
       terms favorable to the estate;

   (g) initiated a process to obtain DIP financing;

   (h) commenced a review of numerous airport and maintenance
       facility leases and financings to determine whether those
       arrangements are subject to recharacterization;

   (i) obtained interim relief for wage reductions with the
       Airline Pilots Association, Professional Flight Attendants
       Association and The International Association of
       Machinists and Aerospace Workers;

   (j) filed a requests to reject nine collective bargaining
       agreements, which requests are set to be heard starting on
       January 17, 2006;

   (k) initiated the process of addressing retiree benefit costs
       by requesting and obtaining the formation of the Official
       Committee of Retired Employees, and filing a request to
       modify retiree benefits; and

   (l) established regular and frequent communications with
       numerous parties-in-interest, including the Official
       Committee of Unsecured Creditors, numerous aircraft
       vendors and lessors, and an Ad Hoc Committee of Enhanced
       Equipment Trust Certificate Holders.

Mr. Zirinsky says that although much has already been accomplished
in a few short months, much also remains to be done before the
Debtors can proceed with confidence to propose a plan of
reorganization.

To a large extent, Mr. Zirinsky explains, the shape of the
Debtors' business on emergence will be driven by the amount of
cost savings that can be realized from labor, aircraft financiers,
and pension and retiree obligations.  Until there is greater
clarity on the cost savings issues, it is not possible for the
Debtors to make firm decisions regarding a number of other
matters, including:

   * which markets they will serve;
   * the aircraft needed;
   * the leases to assume or reject; and
   * other fundamental decisions.

As a consequence, the Debtor needs sufficient time to resolve
these fundamental issues, and in turn formulate a plan.

Accordingly, the Debtors ask the Court to extend:

   -- their Exclusive Plan Proposal Period to July 13, 2006; and
   -- their Exclusive Solicitation Period to Sept. 12, 2006.

Mr. Zirinsky assures the Court that the Debtors have been, and
will remain, focused on their need to deal with all of the
disparate parties-in-interest in their Chapter 11 cases, including
their various creditors, employees, labor unions and aircraft
lessors and lenders.

Moreover, Mr. Zirinsky asserts that the Debtors' request for an
extension of the Exclusive Periods is not a negotiation tactic,
but a realistic reflection of the fact that their cases are
complex and will require substantial time to complete.  Mr.
Zirinsky contends that the Debtors are fully committed to exiting
Chapter 11 at the earliest practicable time.  He says that the
initial extension will give the Debtors an opportunity to progress
towards resolving the issues necessary to reach that goal.

The Debtors have met postpetition obligations as they become due,
and the extension will not result in the accrual of significant
administrative liabilities, Mr. Zirinsky attests.

Mr. Zirinsky tells Judge Gropper that the Creditors Committee
agrees to and supports the Debtors' request with the understanding
that they are likely to require a further extension.

                          *     *     *

Judge Gropper grants the Debtors' request.

Northwest Airlines Corporation -- http://www.nwa.com/-- is  
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts. (Northwest Airlines Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Industry Analysts Ponder Merger With Delta
--------------------------------------------------------------
Lucy Hornby, at Reuters, reports that U.S. airline industry
analysts note that some of Northwest Airlines Corp. and Delta Air
Lines Inc.'s domestic routes overlap -- a factor that could make
the prospect of a merger enticing.  Additionally, in the
International arena, Delta dominates the Atlantic routes while
Northwest has more flights to the Pacific region.

Even U.S. Transport Secretary Norman Mineta wondered at the
possibility of a merger between the two airline giants, Ms. Horby
relates.  

Delta and Northwest representatives declined to comment on the
issue.  The carriers said each is strictly focused on
restructuring, Ms. Horny relates.

Other analysts however, believe that Delta and Northwest may
merged with other airlines, but not with each other.  A merger
between the two companies will be difficult given that the
companies only common aircraft model is the Boeing 757, and the
merger would require large amounts of financing and a creative
management to make the merger work, Ms. Hornby reports.  

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

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.


NORTHWESTERN CORP: Harbert Distressed Wants Directors Replaced
--------------------------------------------------------------
Harbert Distressed Investment Master Fund, Ltd., plans to propose
a slate of directors for Northwestern Corporation and solicit
stockholders to vote for their slate with the goal of removing the
current Board at the Company's next annual meeting.

Harbert Distressed Investment Master Fund, Ltd., HMC Distressed
Investment Offshore Manager, L.L.C., HMC Investors, L.L.C., Philip
Falcone, Raymond J. Harbert, and Michael D. Luce, hold
approximately 20% of the Company's common stock and approximately
33% of the Company's warrants.

As reported in the Troubled Company Reporter on December 22, 2005,
Harbert Distressed retained MacKenzie Partners, Inc., as proxy
solicitors to encourage other shareholders to share their views on
various issues regarding the Board's refusal to merge with other
companies.

Harbert Distressed believes the Company's Board and management
have pursued a policy of rejecting bona fide offers to merge or
sell the company regardless of the impact on shareholder value and
the well being of the company.

                       Past Merger Offers

In spring 2005, the Board rejected a confidential $32.50 cash
offer made by Montana Public Power, a nonprofit corporation
comprised of the cities of Bozeman, Great Falls, Helena and
Missoula.  

The Company also rebuffed multiple invitations from another
suitor, Black Hills Corporation, to discuss a proposed business
combination.

On November 17, immediately after rejecting the Black Hills offer
but before the existence of that offer was made public, Mr. Hanson
extended a formal written offer to Harbert Distressed and two
other large shareholders.  In this proposal, NorthWestern would
induce Harbert Distressed to sell its shares in a public offering
by agreeing to pay Harbert Distressed a "top up fee" to guarantee
an above market floor price for its shares.

                   Search for Board Directors

Over the past several months the Harbert entities have purportedly
been contacted by many of the Company's stockholders that share
Harbert's dissatisfaction with the Board.  The Harbert entities
are asking other stockholders to provide them with the names of
suitable candidates for election as directors.  The are looking
for strong candidates who will have broad stockholder support and
will be "committed to enhancing value for all stockholders through
a fair sales process."

The recently adopted Poison Pill contains a provision that may
prevent stockholders who collectively own more than 15% of the
Company's stock from joining together to replace the Board.  

Mr. Falcone said it is difficult for them to understand what could
possibly justify the Management Protection Provision.  
Nevertheless, the presence of the Management Protection Provision
raises questions about Harbert's ability to talk to other
stockholders without triggering the Poison Pill.  Although the
Management Protection Provision seems to be a clear manipulation
of the corporate machinery for the purpose of entrenchment in what
we believe is a violation of Delaware law, Mr. Falcone said they
need to know whether the Board will claim that Harbert's seeking
the names of potential nominees from other stockholders would
trigger it.  

                         Annual Meeting

Annual meetings are traditionally held in the utility industry in
April or May.  Mr. Falcone said the Company is likely to lose in a
proxy war during the meeting.  However, at least one Board member
and Credit Suisse First Boston, the Board's financial advisor,
purportedly warned the Harbert entities that the Board might try
to stay in power by delaying the annual stockholder's meeting
until August.  

The Harbert entities strongly urge the Company to hold the annual
meeting by the end of March or as soon as possible after the
Company's annual report has been finalized.  

M. Douglas Dunn and John T. O'Connor at Milbank, Tweed, Hadley &
McCloy, LLP, represent Harbert Distressed.

NorthWestern Corporation, d/b/a NorthWestern Energy --
http://www.northwesternenergy.com/-- is one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc.


O'SULLIVAN IND: Committee Supports Other Professionals' Retention
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
January 6, 2006, the Official Committee of Unsecured Creditors
objected to O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates' employment of certain Ordinary Course Professionals
because the disclosure statements filed by and on behalf of the
Professionals were inadequate to support the employment of each
Professional.

After intensive discussions with the Debtors, the Creditors
Committee agrees to withdraw its objection with respect to the
Debtors' retention of Executive Search Partners L.L.C.

Executive Search Partners is to provide Richard R. Lefebvre as its
temporary informational officer.

The Creditors Committee's counsel also had discussions with Stacy
Jernigan, Esq., at Haynes and Boone LLP, who agreed that the firm
would cap their monthly fees at $10,000 -- lower than the $13,000
monthly cap requested by the Debtors

Hence, the Committee does not oppose the Debtors' retention of
Haynes and Boone, provided that the firm's monthly fees are capped
at $10,000 per month.

The Committee supports the retention of the other Ordinary Course
Professionals, on the revised terms and conditions, including the
limitations on their monthly fees.

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 INDUSTRIES: Court Gives Final Okay to FTI's Retention
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates authority to retain FTI Consulting, Inc., as their
restructuring advisor on a final basis.

As reported in the Troubled Company Reporter on Oct. 28, 2005, the
Debtors has engaged FTI Consulting, Inc., in August 2005 to serve
as their restructuring officer and to provide them certain
financial advisory and other consulting services.  The Debtors
sought the Court's authority to continue the firm's engagement
during the course of their Chapter 11 cases.

The Debtors told the Court that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services it
has rendered in large and complex Chapter 11 cases on behalf of
debtors and creditors throughout the United States.  

The Debtors are convinced that an experienced restructuring
advisor like FTI fulfills a critical service that complements
other management, as well as the services provided by their other
professionals.

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)


ORIENTAL FINANCIAL: S&P Assigns BB+ Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
counterparty credit rating to Oriental Financial Group (Oriental;
NYSE:OFG).

At the same time, Standard & Poor's assigned its 'BBB-'
counterparty rating to Oriental's principal operating subsidiary,
Oriental Bank & Trust.

The outlook for both entities is negative.

"The rating on Oriental reflects its heavy reliance on wholesale
funding that is pressuring profitability in the current rate
environment, high levels of nonperforming assets, and its
geographically concentrated business in Puerto Rico," said
Standard & Poor's credit analyst Michael Driscoll.  "The rating
also takes into account Oriental's low credit risk profile,
diversified business mix, and strong capital metrics."

The flattening of the yield curve continues to hurt Oriental's
profitability as its heavy reliance on short-term wholesale
funding makes the bank naturally liability sensitive.  Before
short-term rates started increasing and the yield curve flattened,
Oriental was able to benefit from a lucrative carry trade that
pushed ROA into the very strong 180 basis point range
the past several years.  However with the curve flattening, its
net interest margin has steadily declined to 1.66% from 2.96%
eight quarters ago.  The interest rate environment should continue
to pressure profitability going forward.  In addition, the
available-for-sale portfolio was down by $17.3 million, which
could limit financial flexibility.

Although there is significant interest rate risk, Oriental has
minimal credit risk.  At 75% of assets, the securities portfolio
is invested in highly rated securities and the loan portfolio
predominantly consists of residential mortgages, which tend to be
a lower risk loan class.  Although lower risk, nonperforming
assets including delinquencies are very high at 3.61% of loans
plus other real estate.  However, high NPAs have not translated
into high net charge-offs, which were 0.29% at the end of the
quarter.  With an appreciating housing market due to housing
shortages and lack of developable land, NCOs within the
residential mortgage sector are minimal.

With noninterest income constituting 30.55% of revenues, Oriental
is not totally dependent on spread income.  Oriental's trust,
brokerage, investment banking, and insurance businesses provide
some revenue diversification.

Oriental conducts almost all of its business in Puerto Rico, which
represents geographic concentration risk. The 2003 purchase of
Caribbean Pension Consultants, a third-party administrator of
trust assets, has given Oriental its first access, albeit small,
to the U.S. market in Florida.  To date, CPC has not performed as
well as expected, but Oriental is currently looking at ways to
improve the business.  In the future, Oriental may
look to expand not only its TPA business in the U.S., but its
traditional banking business as well.

With a common equity offering in 2004 and a preferred stock
offering in 2003, Oriental's capital metrics have increased and
are very strong.  Adjusted common equity to adjusted assets is
7.01% and Oriental's regulatory capital metrics far exceeds those
of similarly rated peers.

The negative outlook reflects Standard & Poor's expectation that
Oriental's profitability will continue to be adversely impacted by
the current shape of the yield curve, which is expected to
continue flattening or even invert.  Although the rating category
has some room for deterioration in earnings, any prolonged slump
or a lost quarter could result in a downgrade.  Conversely, if the
yield curve steepens and provides Oriental some net interest
margin relief, the outlook could be revised to stable.


OWENS CORNING: Recording $140M++ Addt'l Expenses Under Credit Pact
------------------------------------------------------------------
Owens Corning disclosed in a Form 8-K filed with the Securities
and Exchange Commission that it would record, for the quarterly
period ended December 31, 2005, additional expenses under its 1997
Credit Agreement.

The additional expenses are estimated to be in the range of
approximately $140 million to $160 million.  The expenses will
accrue reflecting postpetition interest on a compounding basis and
postpetition fees, including facility fees.

As reported in the Troubled Company Reporter on Oct. 27, 2005, the
Company recorded $538 million in expenses relating to the
prepetition credit facility, for the period from Oct. 5, 2000 (the
day it filed for bankruptcy protection) to Sept. 30, 2005.  

The $538 million of expenses include:

   * $531 million on account of postpetition interest; and
   * $7 million on account of postpetition fees.

The expense recording is a result of the August 1, 2005, reversal
by the United States Court of Appeals for the Third Circuit of the
U.S. District Court for the District of Delaware's order for
substantive consolidation.

In the Substantive Consolidation Order, the District Court granted
the motion of Owens Corning and certain of its subsidiaries for
substantive consolidation.

               Treatment Under Fifth Amended Plan

As reported in the Troubled Company Reporter on Jan. 2, 2006,
lenders under the prepetition facility, holding claims aggregating
around $1.467 billion, will receive 150.3% of their claims if
their class is deemed unimpaired.  If the class is deemed impaired
and bank lenders vote to accept the plan, they will get the same
recovery.  If the class is deemed impaired and the bank lenders
vote to reject the plan, they will receive an amount as determined
by the Bankruptcy Court, in cash and senior notes.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.


PINNACLE ENTERTAINMENT: Moody's Affirms Caa1 Sr. Sub. Debt Rating
-----------------------------------------------------------------
Moody's Investors Service revised Pinnacle Entertainment Inc.'s
ratings outlook to positive from stable based on the company's
recent announcement that it plans to offer 6 million shares of its
common stock, with an option granted to the underwriters for an
additional 900,000 shares.  Estimated net proceeds from the
offering are expected to be about $163 million.  Pinnacle's B2
corporate family rating, B1 bank loan rating and Caa1 senior
subordinated debt rating were affirmed.

Net proceeds from the proposed common stock offering are expected
to be used for one or more expansion projects including new hotel
towers at three of Pinnacle's existing properties:

   * Belterra;
   * L'Auberge du Lac in Lake Charles, Louisiana; and/or
   * Boomtown New Orleans.

Proceeds may also be used to fund a portion of Pinnacle's St.
Louis, Missouri development projects and/or general corporate
purposes.  The outlook revision to positive anticipates that the
stock offering will occur as currently planned, and that any
material incremental equity-type investment applied to any of the
above-mentioned casino properties or development projects will
likely have a long-term positive impact on the overall
profitability of these assets.

The positive ratings outlook also anticipates:

   * further improvement in Belterra's operating results;

   * continued strong ramp-up at L'Auberge; and

   * better than expected operating results at
     Boomtown New Orleans.

Despite disruptions from the weather catastrophes that occurred in
the third quarter of 2005, L'Auberge and Boomtown New Orleans are
expected to continue to perform at or above previous expectations.
L'Auberge, a relatively new and high quality casino, is performing
well as a result of its high level of initial acceptance and
popularity.  At the same time, both L'Auberge and Boomtown New
Orleans appear to be benefiting from the loss of gaming supply in
the New Orleans and Mississippi Gulf Coast markets.  Although this
may be a temporary situation, Moody's expects that this will
continue over the intermediate term and have a positive effect on
Pinnacle's overall credit profile.

Pinnacle's B2 corporate family rating reflects the risks
associated with the company's high leverage and significant
upcoming development activity related to two casino projects in
St. Louis, Missouri.  Additionally, the rating takes into account
the continuing uncertainty regarding the amount and timing of any
insurance coverage related to Hurricane Katrina.  Although
significant, the St. Louis development opportunities are viewed as
positive credit considerations in that they would provide Pinnacle
with an increased level of diversification, a key factor with
respect to longer-term ratings improvement.

Higher ratings require further improvement in overall operating
results as well as a higher degree of comfort that insurance
matters will eventually be resolved in a manner that does not have
a material negative impact on the company's overall financial
profile.  Although Pinnacle believes the damages sustained at its
properties as a result of Hurricanes Katrina and Rita are covered
under its policies, and intends to vigorously oppose any effort by
any of its insurance carriers to limit their obligations under the
policies, there is still a significant degree of uncertainty
regarding the amount and timing of any insurance proceeds.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
(NYSE: PNK) owns and operates casinos in:

   * Nevada,
   * Mississippi,
   * Louisiana,
   * Indiana, and
   * Argentina,

and receives lease income from two card club casinos in
California.

The company has also been selected for two casino projects in
Missouri.


PLIANT CORP: Court Grants Interim Access to Cash Collateral
-----------------------------------------------------------
As of the Petition Date, Pliant Corporation and its debtor-
affiliates owed $658,006,000 under:

    (a) a $140 million Prepetition Credit Facility, dated
        November 21, 2005, entered into by the Debtors, Morgan
        Stanley Senior Funding, Inc., General Electric Capital
        Corporation, and other lender parties;

    (b) an Amended and Restated Indenture, dated May 6, 2005,
        between the Debtors and Wilmington Trust, as Trustee,
        pursuant to which the Debtors issued 11-5/8% and 11-1/8%
        Senior Secured Notes due 2009;

    (c) an Indenture, dated as of May 30, 2003, pursuant to which
        the Debtors issued 11-1/8% Senior Secured Notes due 2010.

To secure repayment of their obligations, the Debtors granted the
Lenders liens and security interests on inventory, receivables,
deposit accounts, capital stock of or other equity interests in
subsidiaries, investment property, real property, fixtures,
equipment, intellectual property, among others.

An Intercreditor Agreement delineates and rights and obligations
of the parties with respect to the liens.  A full-text copy of
the Intercreditor Agreement is available for free at:

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

Because the Debtors filed for bankruptcy, absent court authority
pursuant to Section 363(c) of the Bankruptcy Code, the Debtors
have no right to use their Lenders' cash collateral.

The Debtors believe that their Lenders consented to the use of
the Cash Collateral as long as adequate protection is provided.

If the Debtors can't use their Lenders' Cash Collateral, the
Debtors would have no ability to meet their ongoing obligations
to suppliers, vendors, employees and other creditors, Larry J.
Nyhan, Esq., at Sidley Austin LLP, in Chicago, Illinois, tells
the Court.  In contrast, Mr. Nyhan says, the Debtors' continued
use of cash collateral will ensure that the going concern value
of their assets are preserved.

The Debtors ask the Hon. Mary F. Walrath for permission to use
their Lenders' Cash Collateral.

According to Mr. Nyhan, even if the Prepetition Lenders did not
consent to the use of their Cash Collateral, their interests are
adequately protected.  The Debtors propose to grant their
Prepetition Lenders, among other things:

    (i) dollar-for-dollar replacement liens on the collateral;

   (ii) administrative claims under Section 507(b) of the
        Bankruptcy Code; and

  (iii) in some instances, provisional payment of certain interest
        fees and expenses.

As an additional measure of adequate protection, the funds to be
advanced under the incremental working capital facility under the
DIP Facility and the proceeds of those funds will become
additional assets of the Debtors' estates.

The Debtors have prepared a budget showing their projected costs
and expenses from the Petition Date through February 15, 2006.

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

            http://bankrupt.com/misc/6_pliant_budget.pdf

                         Interim Approval

Judge Walrath permits the Debtors to use the Cash Collateral to
pay their ordinary and necessary business expenses based on the
Budget.

The Court will convene a final hearing on Feb. 2, 2006, at 11:30
a.m. in Wilmington.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and  
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr.
D. Del. Lead Case No. 06-10001).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  As of
Sept. 30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts.  (Pliant Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Has Interim Access to $37 Million Under DIP Loan
-------------------------------------------------------------
According to Harold C. Bevis, chief executive officer of Pliant
Corporation, without access to fresh financing, the Debtors could
be compelled to terminate their business operations.  "The
Debtors do not have sufficient liquidity available to ensure the
continued operation of their businesses."  The Debtors need to
obtain debtor-in-possession financing to maintain business
relationships with vendors, suppliers and customers; to make
payroll; to make capital expenditures; and to satisfy other
working capital and operational needs.

In view of the steady deterioration of their liquidity position,
the Debtors asked General Electric Capital Corporation and two
other nationally recognized financial institutions to provide
proposals for a DIP Facility that would afford the Debtors
additional liquidity.

Following negotiations and due diligence, GE Capital provided a
proposal that most closely complied with the Debtors' requested
structure, Larry J. Nyhan, Esq., at Sidley Austin LLP, in
Chicago, Illinois, relates.

Pursuant to Section 364 of the Bankruptcy Code, the Debtors seek
the Court's permission to obtain DIP financing from GE Capital in
accordance with the terms of a Senior Secured, Super-Priority,
Priming DIP Credit Agreement, dated January 3, 2006.

A full-text copy of the DIP Agreement is available for free at
http://ResearchArchives.com/t/s?445

                   Terms of the Agreement

The Agreement provides for a $200,000,000 commitment of DIP
financing to fund the Debtors' working capital requirements
during the pendency of their Chapter 11 cases.

The salient terms of the DIP Agreement are:

    A. Borrowers:            Pliant Corporation, Uniplast
                             Holdings, Inc., and Uniplast U.S.,
                             Inc.

    B. Guarantors:           Pliant Corporation International,
                             Pliant Solutions Corporation, Pliant
                             Film Products of Mexico, Inc., Pliant
                             Packaging of Canada, LLC, Pliant
                             Investment, Inc., Alliant Company
                             LLC, Uniplast Industries Co., and
                             Pliant Corporation of Canada Ltd.

    C. Agents:               GE Capital, in its capacities as
                             Administrative Agent and Collateral
                             Agent.

    D. Lenders:              GE Capital, Morgan Stanley Senior
                             Funding, Inc., and other lenders that
                             may become party to the DIP Facility
                             Agreement from time to time.

    E. Arranger:             GE Capital Markets, Inc., is Sole
                             Lead Arranger & Sole Bookrunner.

    F. Commitment Amount:    The lesser of (i) $200 million, or
                             (ii) the Borrowing Base, including,
                             in each case, a $25 million letter of
                             credit subfacility.  The DIP Facility
                             also includes a swingline subfacility
                             of up to $10 million.  Advances under
                             the DIP Facility may be borrowed,
                             repaid and reborrowed on and after
                             the date of the closing of the DIP
                             Facility.

    G. Borrowing Base:       Amounts available under the DIP
                             Facility will be subject to a
                             Borrowing Base.

    H. L/C Subfacility:      The Borrowers are entitled to
                             request the issuance of letters of
                             credit in an aggregate amount not to
                             exceed $25 million at any one time
                             outstanding.

    I. Maturity:             The earliest of (a) January 4, 2008,
                             or (b) other customary events that
                             would trigger an earlier "Maturity
                             Date."

    J. Use of Proceeds:      Loans under the DIP Facility will be
                             used for postpetition operating
                             expenses of the Loan Parties incurred
                             in the ordinary course of business
                             and other costs and expenses of
                             administration of the Chapter 11
                             cases.

    K. Interest:             The Loans will bear interest, at the
                             Borrowers' option, at a floating rate
                             equal to either (i) absent a default,
                             at the LIBO Rate plus 2.75%, or (ii)
                             the Alternate Base Rate plus 1.50%.
                             Each Protective Advance will bear
                             interest at the Alternate Base Rate
                             plus 1.50% plus 2%.

    L. Default Rates:        During the existence of any payment
                             event of default, or any other event
                             of default at the election of the
                             Administrative Agent, (a) interest on
                             the Loans will be increased 2.00%
                             above the rate otherwise applicable
                             and (b) other amounts will bear
                             interest at the Alternate Base Rate
                             plus 1.50% plus 2.00%.

    M. Fees:                 The Borrowers will pay a commitment
                             fee, a participation fee, a fronting
                             fee, and additional fees agreed upon
                             between Pliant and the Administrative
                             Agent or the Collateral Agent, as
                             applicable.

    N. Security/Collateral:  The Borrowers' obligations under the
                             DIP Facility, will be secured by the
                             DIP Facility Liens.

    O. Priority of Payments: All amounts owing by the Borrowers
                             under the DIP Facility and in respect
                             thereof will, at all times,
                             constitute allowed superpriority
                             administrative expense claims
                             pursuant to Section 364(c)(1) of the
                             Bankruptcy Code, subject only to the
                             Carve-Out and any other amount
                             expressly provided for by order of
                             the Bankruptcy Court or the Canadian
                             Court.

    P. Carve-Out             $5,000,000, plus U.S. Trustee fees.

    Q. Events of Default     (a) nonpayment
                             (b) misrepresentation
                             (c) breach of covenants
                             (d) cross-defaults
                             (e) unstayed judgments
                             (f) ERISA Events
                             (g) change of control
                             (h) appointment of trustee
                             (i) other customary events of default

The Fixed Charge Coverage Ratio for the 12-month period then
ended:

                                              Minimum Fixed Charge
       Fiscal Month Ending                       Coverage Ratio
       -------------------                    --------------------
       January 31, 2006                                0.77:1.00
       February 28, 2006                               0.77:1.00
       March 31, 2006                                  0.88:1.00
       April 30, 2006                                  0.88:1.00
       May 31, 2006                                    0.90:1.00
       June 30, 2006                                   1.09:1.00
       July 31, 2006                                   1.10:1.00
       August 31, 2006                                 1.10:1.00
       each fiscal month thereafter                    1.20:1.00

Mr. Nyhan notes that no more than $100,000 of the proceeds of the
DIP Facility or any proceeds of the DIP Facility Collateral may
be used to fund an investigation of any claims, causes of action,
adversary proceedings, or other type of litigation against the
Lending Entities.

The Debtors anticipate that during the period ending February 15,
2006, the aggregate principal balance outstanding under the DIP
Facility will peak at $167.8 million.

The aggregate priming of First Lien Noteholder Liens by the DIP
Facility Liens is limited to $68,785,804.

According to Mr. Nyhan, the Debtors could not have obtained
postpetition financing on an unsecured basis, without offering
terms largely similar to those contained in the DIP Facility.
"The DIP Facility is [also] on market terms."

GE Capital is represented by Jesse H. Austin, III, Esq., Leslie
A. Plaskon, Esq., Kristine M. Shyrock, Esq., at Paul Hastings
Janofsky & Walker, LLP, and Victoria W. Counihan, Esq., at
Greenberg Traurig LLP.

                        Interim Financing

On an interim basis, the Court authorizes the Debtors to borrow
up to $37,000,000 under the DIP Facility.

A full-text copy of the Interim DIP Financing Order is available
for free at http://bankrupt.com/misc/pliant_interimDIP.pdf

Among others, the Hon. Mary F. Walrath rules that:

    (1) The adequate protection payments in connection with the
        First Lien Noteholder Facility will include the reasonable
        fees and expenses, including legal fees, of the First Lien
        Indenture Trustee;

    (2) The Second Lien Noteholders will be granted an
        administrative claim against the Debtors' estates to the
        extent that the Second Lien Noteholder Replacement Liens
        do not adequately protect the decrease in the value of the
        Second Lien Noteholder Liens as a result of the priming
        DIP Facility and use of Cash Collateral, which First Lien
        Noteholder Administrative Claim, if any, will be junior
        and subordinate to the DIP Facility Superpriority Claims
        and the First Noteholder Administrative Claims;

    (3) Channin Capital Partners will receive a $125,000 monthly
        fee; and

    (4) The adequate protection furnished to the First Lien
        Noteholders and the Second Lien Noteholders will be
        subject to review and adjustment by the Court at the final
        hearing on the DIP Financing.

The Final Hearing is scheduled for February 2, 2006.  Objections
are due on January 26, 2006.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and  
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr.
D. Del. Lead Case No. 06-10001).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  As of
Sept. 30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts.  (Pliant Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


POLAROID CORP: Administrator Has Until Jan. 16 to Object to Claims
------------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Wind Down Associates LLC, the Plan
Administrator appointed under the confirmed Third Amended Joint
Plan of Reorganization of Primary PDC, Inc., fka Polaroid
Corporation, and its debtor affiliates, until Jan. 16, 2006 to
object to claims filed against the Debtors' estates.  

The Plan Administrator asked for the extension to secure more time
to complete the claims objection and reconciliation process.  The
extension will also give the Plan administrator a greater
opportunity to consensually resolve various disputed claims.

Headquartered in Cambridge, Massachusetts, Primary PDC, Inc.,
(f/k/a Polaroid Corporation), -- http://www.primarypdc.com-- is   
responsible for settling claims and for administering business
matters related to the former Polaroid Corporation.  Substantially
all of the assets of Polaroid Corporation were sold to OEP Imaging
Operating Corporation on July 31, 2002.  The Company and its
debtor-affiliates filed for chapter 11 protection on Oct. 12, 2001
(Bankr. D. Del. Case No. 01-10864).  The Court confirmed the
Debtors' chapter 11 Plan on Nov. 18, 2003, and the Plan took
effect on Dec. 17, 2003.  Wind Down Associates LLC is the Plan
Administrator under the confirmed Plan.  Joseph A. Malfitano,
Esq., at Young, Conaway, Stargatt & Taylor and Phil Dublin, Esq.,
at Akin, Gump, Strauss, Hauer & Feld, L.L.P., represents the Plan
Administrator.


PORT BAILEY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Port Bailey Wild Enterprises, LLC
        c/o Walter W. Mason
        605 First Avenue, Suite 350
        Seattle, Washington 98104

Bankruptcy Case No.: 06-10045

Chapter 11 Petition Date: January 9, 2006

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Francois L. Fischer, Esq.
                  Fischer Law Offices
                  9520 Northeast Daniel Court
                  Bainbridge Island, Washington 98110-1319
                  Tel: (206) 780-8555

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Robert S. Shane, II           Loan                      $769,957
P.O. Box KPY
Kodiak, AK 99697

Troy Lozano                   Loan                       $30,000
4152 Merdian, Suite 105-42
Belling-ham, WA 98226

Penny Page                    Loan                       $15,000
58 Wahelani Street
Kula, HI 96979

Wyatt Refrigeration           Services/supplies          $15,000

Bruce Johnston, Esq.          Loan                       $10,000

Kodiak Computer               Services/supplies           $5,000

Randall & Richards/Arc-N      Services                    $3,287
Spark-Breakwater Plumbing

Thomas Wisher                 Loan                        $2,000

John A. Marta, CPA            Services                    $1,900

Anita L. Adams                Loan                        $1,500

State of Alaska               Taxes/charges               $1,262

Robert L. Adams, Jr.          Loan                        $1,000

State of Alaska               Taxes/charges                 $400

Jamin, Ebell, Schmitt &       Services                       $87
Mason, P.C.


REFCO INC: Oracle & Cargill Object to Contract Assignments
----------------------------------------------------------          
As previously reported, Refco Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York a revised notice of executory contracts and unexpired
leases proposed to be assumed and assigned to Man Financial Inc.
in connection with the Court-approved sale of substantially all of
the assets of Refco's regulated commodities futures business to
Man Financial.

A full-text copy of the Revised Notice of Assignment and the List
of Contracts and Leases is available for free at:

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

                       *     *     *

                Objections Oracle & Cargill
                to Assignment of Contracts

(A) Oracle USA

Oracle USA, Inc., successor to both Oracle Corporation and
PeopleSoft, Inc., opposes the proposed assumption and assignment
of its executory contracts to Man Financial, Inc., because:

   (1) neither the Debtors nor Man Financial can provide
       adequate assurance of future performance; and

   (2) the Debtors have failed to tender cure amounts due under
       the subject agreements.

Debtor Refco Group Limited is a party to various contracts with
Oracle Corp. and PeopleSoft:  

   * On October 13, 1997, Refco Group entered into a Software
     License and Services Agreement with PeopleSoft.  Oracle's
     records indicate the Refco Group owes $42,168 under the
     PeopleSoft Agreement, pertaining to unpaid maintenance and
     support fees.

   * On February 25, 2005, Oracle Corp. and Refco Group entered
     into an Oracle License and Service Agreement, where Oracle
     Corp. granted Refco Group various non-exclusive software
     licenses.

The Agreements expressly prohibit Oracle's licenses from being
used by, or transferred to, a third party, Amish R. Doshi, Esq.,
at Pitney Hardin LLP, in New York, tells the Court.

By transferring their Oracle licenses and related software to Man
Financial, the Debtors commit a material and ongoing breach of
the Agreements' use and transfer provisions, Mr. Doshi contends.

"It goes without saying that the Debtors cannot, under any
stretch of the imagination, provide "adequate assurance of future
performance' under the Agreements when they materially breach the
Agreements by permitting infringement of Oracle's intellectual
property rights," Mr. Doshi says.

Furthermore, there is no indication that either PeopleSoft or
Oracle Corp. received proper notice of the Assignment Notice, Mr.
Doshi states.  

(B) Cargill

Cargill Incorporated objects to the assignment of its Exclusivity
Agreement with Refco Group Ltd., LLC, dated as of August 31,
2005.

The Exclusivity Agreement is one of several integrated agreements
executed in conjunction Refco Group's purchase of Cargill's
future commission merchant business.

Garry M. Graber, Esq., at Hodgson Russ LLP, in New York, tells
the Court that Refco Group seeks to assume and assign Cargill's
contractual obligation to do business exclusively with Refco
Group and its affiliated entities over the next five years to Man
Financial, Inc., without assuming and assigning certain of Refco
Group's obligations under the Purchase and Sale Agreement,
including the obligation to pay the remaining $67,000,000 to
$192,000,000 due as the "Post Closing Payment Amount."

Refco Group and Cargill intended and expressly stated in the
Integrated Agreements that the obligations are co-dependent.

Under Section 365 of the Bankruptcy Code and applicable state
law, Refco Group cannot assume and assign only one of the
Integrated Agreements without assuming and assigning all of the
Agreements, Mr. Garber asserts.

Cargill objects to the cure amount relating to the Exclusivity
Agreement.  According to Mr. Garber, as of November 18, 2005,
Refco Group owes Cargill $33,263,464 relating to the business
transacted pursuant to the Exclusivity Agreement.  The failure of
Refco Group to complete the transaction constitutes a material
breach of the Exclusivity Agreement, Mr. Garber adds.

Mr. Garber contends that to the extent Refco Group seeks to
assume and assign all of the Integrated Agreements, it must:

   -- cure the $59,480,016 in payment defaults under the
      Integrated Agreements; and

   -- provide adequate assurance of future performance of the
      $67,000,000 to $192,000,000 Post Closing Payment Amount due
      under the Purchase and Sale Agreement.

Cargill also objects to the proposed effective date of any
assumption and assignment.  The effective date of any assignment
of the Integrated Agreements must be no earlier than the date
that the Court enters an order authorizing the assumption and
assignment of the Agreements, Mr. Garber avers.  

Unless and until the Integrated Agreements are assumed and
assigned, Cargill expressly reserves any and all of its rights to
conduct futures clearance services as is necessary to maintain
and protect its business interests.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RESIDENTIAL ASSET: S&P Shaves Ratings on Class M-I-3 Certs. to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the    
M-I-3 classes from Residential Asset Securities Corp.'s series
2001-KS2 and 2001-KS3 to 'B' from 'BB' and 'BBB', respectively.  
Concurrently, the ratings are placed on CreditWatch with
negative implications.  At the same time, the ratings on 16 other
classes from these transactions are affirmed.

The M-I-3 classes are backed by the fixed-rate loan groups from
RASC's series 2001-KS2 and 2001-KS3.  The lowered ratings and
CreditWatch placements reflect a decrease in credit support due to
realized losses from the fixed loan groups, resulting in an
erosion of the available credit support for these classes.  
Realized losses in these pools have regularly exceeded excess
interest, which has led to overcollateralization levels that are
about half of their targeted amounts.  As of the December 2005
distribution date, cumulative losses for series 2001-KS2 and  
2001-KS3 were 4.43% and 4.23% of the original pool balances,
respectively.  Total delinquencies for these transactions
represented 31.10% and 31.03% of the current pool balances,
respectively.

Standard & Poor's will continue to closely monitor the performance
of these transactions.  If losses decline to a point where they no
longer outpace excess interest, and the level of
overcollateralization has not been further eroded, the ratings on
the M-I-3 classes will be affirmed and removed from
CreditWatch.  Conversely, if losses continue to outpace excess
interest, further downgrades can be expected.
     
Despite collateral performance that is worse than originally
expected, there is sufficient credit support for the remaining
classes at their current ratings.

These RASC transactions are made up of two groups of subprime
mortgage loans.  Loan group I consists of 30-year fixed-rate,
first lien mortgage loans secured by one- to four-family
residential properties.  Loan group II consists of 30-year
adjustable-rate mortgage loans secured by one- to four-family
residential properties.  Residential Funding Corp. acquired the
loans in accordance with its AlterNet program.  Residential
Funding established this program primarily for the purchase of
mortgage loans that are either made to borrowers with         
less-than-perfect credit histories, higher debt-to-income ratios,
or present certain other risks to investors.
    
       Ratings Lowered And Placed On Creditwatch Negative
     
                        RASC Series Trust
                                       Rating
                                       ------
            Series         Class   To            From
            ------         -----   --            ----
            2001-KS2       M-I-3   B/Watch Neg   BB
            2001-KS3       M-I-3   B/Watch Neg   BBB
    
                        Ratings Affirmed
   
                        RASC Series Trust

           Series      Class                    Rating
           ------      -----                    ------
           2001-KS2    A-I-5, A-I-6, A-II       AAA
           2001-KS2    M-I-1, M-II-1            AA
           2001-KS2    M-I-2, M-II-2            A
           2001-KS2    M-II-3                   BBB
           2001-KS3    A-I-5, A-I-6, A-II       AAA
           2001-KS3    M-I-1, M-II-1            AA
           2001-KS3    M-I-2, M-II-2            A
           2001-KS3    M-II-3                   BBB


RH DONNELLEY: Fitch Junks Rating on Senior Unsecured Notes
----------------------------------------------------------
Fitch Ratings has initiated rating coverage on R.H. Donnelley
Corp. by assigning a 'B+' Issuer Default Rating and a 'CCC+'
rating to RHD's senior unsecured notes.

Fitch has also assigned specific issue ratings to R.H. Donnelley
Inc. and has revised ratings on Dex Media Inc. and its wholly
owned subsidiaries, Dex Media West and Dex Media East.  All Dex
ratings are removed from Rating Watch Negative where they were
placed Oct. 3, 2005.

The 'B+' IDR applies to each of the five issuing entities.  The
rating action affects approximately $8.5 billion of debt
outstanding at Sept. 30, 2005.  The Rating Outlook is Stable.

The rating actions reflect:

     * the significant pro forma respective and consolidated debt
       loads of the holding and operating companies of RHD and
       Dex,

     * the intense competition from independent directories,
  
     * increased usage of online (and threat of wireless) search,

     * the risk of further debt financed acquisitions,

     * limited tangible asset value,

     * recovery prospects in distress and

     * the structural subordination present within the capital
       structure.

These risks are balanced somewhat by:

     * strong and historically stable free cash flow generation
       (supported by healthy operating EBITDA margins and strong
       free cash flow conversion),

     * management's track record at reducing debt levels (at both
       RHD and Dex), and

     * solid geographic and client diversity.

The ratings also incorporate the combined company's enhanced scale
and strong market position as the incumbent directory publisher
within its service territories.

Fitch recognizes the historical stability of the combined
company's revenue base and cash flow has been supported by the
combined company's high advertiser retention rate, the contractual
nature of the combined company's revenues, low ongoing capital
expenditures and a business model that is less sensitive to
advertising revenue cyclicality than other media.  The combined
company will have more broad geographic diversity, as there is
very little overlap of operations, improving its capacity to
withstand a downturn in one of its regions.  The new RHD will have
more than 600 directories, a circulation of over 73 million,
660,000 advertisers and over 1,800 sales reps.  The combined
company will operate in 28 states.

Fitch believes that management's exclusive focus on the yellow
pages business has helped it grow faster and be more proactive
about addressing competitive threats than regional bell operating
company subsidiary incumbents.

However, in Fitch's view, revenue growth and EBITDA margins will
continue to face pressure from the significant competition
represented by independent print directories and online players.  

As print usage has been flat to slightly down the past several
years, the number of print yellow pages advertisers has declined
slightly and advertising revenue although increasing, has
increased at a declining rate in the United States, reflecting the
reduced capacity of incumbent players to increase advertising
rates.  Independents like Yellow Book have experienced swift
growth and represented 20% of the yellow pages market in 2004
compared with less than a 5% share ten years ago.

However, Fitch believes that in some cases this competition leads
to higher costs for advertisers as many of them choose to be in
both directories as the opportunity cost on the part of
advertisers leads to a level of 'stickiness' for many of the
660,000 unique advertisers.  Fitch believes RHD and Dex advertiser
revenue is less susceptible to potentially swift and widespread
pressures felt by other traditional print media under a downturn
scenario or against the backdrop of a secular shift.

In addition to print competition, the growth of online advertising
has been dramatic and poses a threat to all traditional media
companies.  Internet revenues make up only a 4% sub-segment of
yellow pages industry advertising, but online yellow pages
advertising overall is experiencing dramatic growth of 15-25%.  

RHD, and to a greater degree, Dex, have been active in addressing
the threats posed by online players and currently have online
local search capabilities in all of their markets.  Fitch believes
that the combined company's sales force and advertiser
relationships make it a valuable and complementary strategic
partner for online search engines over the intermediate term.  
Fitch recognizes that while there could be margin compression
during the shift toward online usage, there could also be   
longer-term pricing and margin expansion in the online advertising
offering as ROI becomes clearer and as the internet becomes a more
significant outlet for media advertising.

Fitch believes that the five issuing entities bear the same risk
of default and thus share the same IDR.  Fitch believes that cash
flows of all three operating subsidiaries are meaningful to the
pro forma debt service capability of RHD Corp. and if available,
that support would be offered to any of the three subsidiaries in
financial distress because they are each strategically important
and material contributors to the consolidated entity.

RHD Corp is structurally subordinated to RHD Inc and Dex Media
Inc., and is dependent on dividends of RHD Inc and Dex Media Inc.
to support its sizeable debt load. Consistent with the granularity
of Fitch's Recovery Methodology, the individual security ratings
reflect the determination and application of prospective recovery
in a stressed scenario and are notched accordingly.

Pro forma consolidated leverage is 7x, slightly below its leverage
covenant maximum of 7.25x.  Fitch expects the combined company to
focus over the next 12-18 months on integration and on paying down
debt.  Management's stated leverage comfort range and operating
target is 5.0x-5.5x Debt to Adjusted EBITDA.  With significant
free cash flow generation the combined company has significant
capacity to service its debt load and make accelerated principal
repayments to reduce leverage approximately 0.5x per year.

Fitch notes that the predecessor companies have individually
demonstrated a willingness and ability to de-leverage in the past.  
However, Fitch believes debt repayment over the intermediate term
will be constrained by acquisitions and that the effective
leverage operating range over the next five years could likely
fall between 5.5x-7.0x for most of that period.

Fitch also recognizes that these highly leveraged cash flows have
limited support from tangible assets in a downturn.  The
consolidated liquidity position is supported by free cash flow of
over $650 million, and undrawn bank credit availability at its
various secured credit facilities of $320 million at          
Sept. 30, 2005.  The debt maturity schedule is manageable with a
significant portion of debt due in 2009 or thereafter.

These issuer default and recovery ratings have been assigned by
Fitch:

   R.H. Donnelley Corp

     -- IDR 'B+';
     -- Senior unsecured 'CCC+'; 'RR6'.

   R. H. Donnelley Inc.

     -- IDR 'B+';
     -- Secured credit facility 'BB'; 'RR2';
     -- Secured term loan 'BB'; 'RR2';
     -- Senior unsecured 'B-'; 'RR6';
     -- Senior subordinated 'B-'; 'RR6'.

These issuer default and recovery ratings have been revised and
removed from Rating Watch Negative by Fitch:

   Dex Media Inc.

     -- IDR to 'B+' from 'B';
     -- Senior Unsecured to 'CCC+' from 'CCC'; 'RR6'.

   Dex Media West.

     -- IDR to 'B+' from 'B';
     -- Secured credit facility to 'BB+' from 'BB'; 'RR1';
     -- Senior unsecured to 'B-' from 'B'; to 'RR6' from 'RR4';
     -- Senior subordinated to 'B-' from 'CCC+'; 'RR6'.

   Dex Media East

     -- IDR to 'B+' from 'B';
     -- Secured credit facility to 'BB+' from 'BB'; 'RR1';
     -- Senior unsecured to 'BB' from 'BB-'; to 'RR1' from 'RR2';
     -- Senior subordinated 'B-'; to 'RR6' from 'RR5'.


ROWE COMPANIES: Promotes Garry W. Angle to Vice Pres-Treasurer
--------------------------------------------------------------
The Rowe Companies (Amex: ROW) reported that effective Jan. 9,
2006, Gene S. Morphis, its Chief Financial Officer, Secretary-
Treasurer has left the Company.  Garry W. Angle was promoted to
Vice President-Treasurer and will serve as the Company's principal
financial and accounting officer.  Deborah C. Jacks was promoted
to Secretary.

"We want to thank Gene for his dedication and wish him the best in
his future endeavors," said Gerald M. Birnbach, Chairman of the
Board and President.

Additional organizational changes include:

    * Bruce M. Birnbach, who was serving as President of Rowe
      Furniture, Inc., has been named President of a newly-formed
      division, Rowe Sourcing, which will focus on the acquisition
      of vital raw materials and imported products.

    * Gerald M. Birnbach, the Company's Chairman and President,
      will serve as President of Rowe Furniture, Inc.

    * Timothy J. Fortune has been named Senior Vice President of
      Operations for Rowe Furniture, Inc. and will oversee human
      resources, information technology, finance, process
      improvement and manufacturing.

Additionally, three consultants from The Carl Marks Advisory
Group, LLC, which recently completed an organizational review of
the Company, will assume full-time interim responsibilities with
Rowe Furniture, Inc.:

    * Edward Spinelli will serve as Interim Vice President of
      Manufacturing,

    * Melvin Henson will serve as Interim Vice President of
      Finance and

    * Tyler Montague will serve as Interim Process Improvement
      Manager.

These interim officers will report to Mr. Fortune.

The Rowe Companies operates two subsidiaries in the home
furnishings industry: Rowe Furniture, Inc., a major manufacturer
of quality upholstered furniture serving the middle and upper
middle market throughout the U.S.; and Storehouse, Inc., a multi-
channel, lifestyle home furnishings business including 69 retail
home furnishings stores.  Storehouse makes good design accessible
by selling an edited assortment of casual, contemporary home
furnishings through its stores located in the Southeast, Southwest
and Mid-Atlantic markets, its catalog and over the internet.

                        *     *     *

                           Default

As reported on Oct. 13, 2005, the company has been negotiating
with its lenders, namely the Bank of America, N.A. and The CIT
Group/Commercial Services, Inc., to modify the terms of the
agreement governing the company's working capital revolving credit
facility and term loan, and the agreement governing the capital
lease of the company's Elliston, Virginia manufacturing facility,
so that the company would be in compliance with certain covenants
under these agreements as of Aug. 28, 2005, and based upon
projected revenues and expenses, for the next twelve months.  The
company has not been able to successfully complete these
negotiations.  As a result, the company is in default under these
agreements, and the lenders have the right to accelerate the
company's obligation to repay this debt.


RUFUS INC: Exclusive Filing Deadline Stretched Through Feb. 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended until Feb. 10, 2006, the period within which Rufus, Inc.,
can file a chapter 11 plan.  The Debtor has until April 7, 2006,
to solicit acceptances of that plan.

The Debtor filed its chapter 11 plan of reorganization and
accompanying disclosure statement on Nov. 18, 2005.  The Debtor
sought the extension in order to provide more time to solicit
acceptance of the plan or an amended plan, if necessary.

Furthermore, the extension will afford the parties the opportunity
to pursue the beneficial objectives of a confirmable plan.

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.


RUFUS INC: Wants to Walk Away from Two Real Property Leases
-----------------------------------------------------------
Rufus, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to reject nonresidential real property
leases effective January 31, 2006.

The properties are identified as:

   * Space 2 within The Orchard Mall in New Hartford, New York;
     and

   * Space No. B14 within the Fingerlakes Mall in Auburn, New
     York.

The Debtor also want to abandon all personal property, including,
fixtures and equipment, located within the properties.  By
rejecting theses leases, the Debtor will avoid incurring
unnecessary administrative expenses.

In addition, the Debtor believes that the leases don't have any
marketable value beneficial to the Debtor or its estate.

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.


S-TRAN HOLDINGS: Wants Plan Filing Period Stretched to March 8
--------------------------------------------------------------          
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
March 8, 2006, the time within which they alone can file a chapter
11 plan.  The Debtors also ask the Court for more time to solicit
acceptances of that plan from their creditors, until May 8, 2006.

The Debtors give the Court three reasons supporting the extension:

   1) the Debtors are currently addressing the issue of the
      numerous freight claims filed against their estates and are
      analyzing information relevant to the potential asset
      recoveries for their estates;

   2) the Debtors have paid their debts as they become due and
      they have acted in good faith to maximize the value of their
      estates for the benefit of creditors; and

   3) the requested extension will not harm the Debtors' creditors
      and other parties-in-interest but will give the Debtors more
      opportunity to negotiate with those creditors for a
      consensual chapter 11 plan.

The Court will convene a hearing at 2:30 p.m., on Jan. 23, 2006,
to consider the Debtors' request.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAINT VINCENTS: Court Allows Harvey Krauss to Pursue PI Lawsuit
---------------------------------------------------------------
In a Court-approved stipulation, Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates agree that
the automatic stay may be modified to permit Harvey Krauss, as
administrator for the Estate of Mitchell Krauss, to pursue his
injury action pending in the New York State Court to judgment or
settlement, and collection from the Debtors' third-party
commercial professional liability insurance.

As reported in the Troubled Company Reporter on Dec. 30, 2005, the
Krauss lawsuit arises from an incident that occurred on Dec. 17,
2003, at St. Vincent's Hospital in the County of Richmond, New
York.  Through the medical and general negligence of the
defendants, Mitchell Krauss was permitted to jump off the roof of
the hospital and kill himself.

                    Terms of the Stipulation

Mr. Krauss agrees to limit his Malpractice Claim against the
Debtors or against practitioners who are covered by the Debtors'
Primary Insurance to the available proceeds from the Primary
Insurance, if any.

Mr. Krauss waives his right, if any, to collect any amount with
respect to the Medical Malpractice Claim against the Debtors'
estates and any practitioner covered by the Debtors' Primary
Insurance.

Mr. Krauss will not file a further proof of claim in the Debtors'
cases, or otherwise seek to recover from the Debtors' estates in
any manner with respect to any claim arising from, or related to,
the Malpractice Claim or Medical Malpractice Action.  To the
extent that a proof of claim already has been filed in the
Debtors' Chapter 11 cases, the claim will be disallowed.

The Primary Insurance will pay defense costs and other related
fees and expenses in connection with the Medical Malpractice
Action.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENT: Obtains $350 Million DIP Financing from GEHFS
------------------------------------------------------------
Saint Vincent Catholic Medical Centers put in place a $350 million
debtor-in-possession secured credit facility with GE Healthcare
Financial Services as the Administrative Agent and Sole Arranger.
GE is syndicating the loan to a variety of institutions.

In an innovative move by a healthcare provider in New York State,
Saint Vincent's will use a portion of the financing to retire all
of the publicly held bonds issued by the Dormitory Authority of
the State of New York.  The new financing is at lower effective
rates than the financing previously in place.  The new financing
also relies solely on private lenders that will give Saint
Vincent's greater flexibility to transfer and use its assets
throughout the reorganization.  Included under the DIP covenants
is the ability to upgrade physical plants in the restructured
system.

"The DIP financing agreement gives Saint Vincent Catholic Medical
Centers sufficient liquidity while we restructure and allows us to
continue to provide high quality services throughout the process,"
said Guy Sansone, CEO and Chief Restructuring Officer for Saint
Vincent's.  "We are extremely encouraged that GE Healthcare
Financial Services has partnered with Saint Vincent's giving us
the flexibility to move the organization forward as an innovative
and fiscally sound healthcare provider in the New York market."

           About GE Healthcare Financial Services

GE Healthcare Financial Services -
http://www.gehealthcarefinance.com/-- provides capital, financial  
solutions, and related services for the global healthcare market.  
With over $13 billion of capital committed to the healthcare
industry, GE Healthcare Financial Services offers a full range of
capabilities from equipment financing and real estate financing to
working capital lending, vendor programs, and practice acquisition
financing.  With its knowledge of all aspects of healthcare from
hospitals and long-term care facilities to physicians' practices
and life sciences, GE Healthcare Financial Services works with
customers to create tailored financial solutions that help them
improve their productivity and profitability.

  About Saint Vincents Catholic Medical Centers of New York

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.


SAINT VINCENTS: Settles Barnard's Medical Malpractice Suit
----------------------------------------------------------
Joann Barnard, Individually and as administrator of the Estate of
Aubrey Barnard, commenced a wrongful death action in the Supreme
court of the State of New York, County of New York, against
several defendants, including Saint Vincents Catholic Medical
Centers of New York, alleging, among other things, that medical
malpractice at Saint Vincent Catholic Medical Centers' Manhattan
hospital caused the death of Aubrey Barnard.

Prior to trial in the State Court Action, counsel for Ms. Barnard
agreed to settle the claim directly with the Debtors' insurance
carrier, Medical Liability Mutual Insurance Company, for $360,000.

Pursuant to a stipulation, the Debtors and Ms. Barnard agree to
the modification of the automatic stay solely to permit:

   (a) Ms. Barnard to present a wrongful death compromise order
       to a court with competent jurisdiction for approval of the
       Settlement; and

   (b) the Parties to consummate the Settlement through the
       distribution of the insurance proceeds amounting to
       $360,000.

The Parties also agree that Ms. Barnard will not have an allowed
claim under Section 502 of the Bankruptcy Code and will have no
right to share in any distribution from any of the Debtors'
estates.

Ms. Barnard, her agents and attorneys agree to discharge the
Debtors and their officers from any and all claims.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAKS INC: Spin-Off Plans Prompt S&P to Review Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Birmingham, Alabama-based Saks Inc., including its 'B+' corporate
credit rating, will remain on CreditWatch with developing
implications.

This decision follows the company's announcement that it is
exploring strategic alternatives for its Parisian specialty
department store chain.  This follows an October 2005 announcement
that the company is selling its Northern Department Store Group to
The Bon-Ton Stores Inc. for $1.19 billion and the July sale of the
Proffitt's/McRae's business for $623 million.

Based on Parisian's 2005 revenue of approximately $700 million,
S&P estimates that this 40-store business could be worth      
$550-$750 million.  Management has already indicated that a
substantial portion of the proceeds from the sale of the Northern
Department Store Group will be returned to shareholders through
share repurchases, a special cash dividend, or a combination of
the two.

"Although use of proceeds from a sale of Parisian is uncertain,"
said Standard & Poor's credit analyst Gerald A. Hirschberg, "it is
likely that shareholders will again benefit.  Depending on our
assessment of the company's business profile, which will take into
account prospects for the ongoing Saks Fifth Avenue Enterprise
operations, and an understanding of Saks' future financial policy,
which will include a determination as to whether the remaining
luxury retail business will continue as a public company or be
sold privately, ratings could be raised, lowered, or affirmed."

If the Parisian business is sold, the remaining Saks Fifth Avenue
Enterprises business will consist of 55 Saks Fifth Avenue stores,
50 Saks Off 5th stores, and saks.com, with 2005 revenues of
approximately $2.7 billion.


SCITECK: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Sciteck, Inc.
        P.O. Box 562
        Arden, North Carolina 28704

Bankruptcy Case No.: 06-10013

Type of Business: The Debtor is the holding company for
                  Sciteck Occupational Medicine, Inc. and
                  Sciteck Research Laboratories, Inc.
                  See http://www.sciteck.org/

Chapter 11 Petition Date: January 9, 2006

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, North Carolina 28801
                  Tel: (828) 254-6315
                  Fax: (828) 255-0305

Total Assets: $33,000

Total Debts:  $4,389,826

Debtor's 16 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
First Citizens Bank                             $500,000
P.O. Box 29507
Raleigh, NC 27626

First Citizens Bank                             $100,000
P.O. Box 1580
Roanoke, VA 24007-1589

First Citizens Bank                              $50,000
P.O. Box 1580
Roanoke, VA 24007-1589

Askounis & Borst, P.C.                           $17,979

Steve Combs                                      $16,000

Clark Communications                              $7,000

First Citizens Bank                               $3,932

Yellow Book                                       $3,869

Bell South Advertising                            $3,441

Erie Insurance Exchange                           $1,261

Banker Leasing                                    $1,128

Wachovia Bank                                     $1,088

First Citizens Bank                                 $457

Pitney Bowes                                        $360

First Citizens Bank                                 $279

Medical Business Associates                         $192


SEASPECIALTIES INC: Trustee Taps Kapila & Company as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave Soneet R. Kapila, the Chapter 7 Trustee for SeaSpecialties
Inc., authority to employ Kapila & Company as his accountants,
nunc pro tunc to November 21, 2005.

Kapila & Co. will:

   a) review all financial information prepared by the Debtor or
      its accountants, including but not limited to a review of
      the Debtor's financial information as of the chapter 11
      filing, its assets and liabilities, and its secured and
      unsecured creditors;

   b) review and analyze organizational structure of and financial
      interrelationships among the Debtor, its affiliates and
      insiders, including a review of the books of such companies
      or persons as may be requested;

   c) review and analyze transfers to and from the Debtor to third
      parties, both pre-petition and post-petition;

   d) attend the meetings with the Debtor, its creditors, the
      attorneys of such parties, and with federal, state, and
      local tax authorities, if requested;

   e) review the Debtor's books and records for potential
      preference payments, fraudulent transfers, or any other
      matters that the Trustee may request;

   f) render assistance in the nature of accounting services,
      financial consulting, valuation issues, or other financial
      projects as the Trustee may deem necessary; and

   g) prepare estate tax returns.

The papers filed with the bankruptcy court don't disclose how much
Kapila & Co. will be paid for its work.

To the best of the Trustee's knowledge, the Firm does not hold or
represent interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in Miami, Florida, SeaSpecialties Inc. distributes
more than 200 seafood and smoked fish products under several
different product names, including Florida Smoked Fish, Homarus,
Marshall's Best, and Mama's Brand.  SeaSpecialties offers both
consumer products and bulk products for cruise lines, deli's, fish
markets, foodservice distributors, grocery retailers, hotels, and
restaurants.  The Company and its subsidiary, Homarus/Marshall
Smoked Fish Inc., filed for chapter 11 protection on Sept. 1, 2005
(Bankr. S.D. Fla. Case Nos. 05-25584 through 05-25585).  Brian K.
Gart, Esq., in Fort Lauderdale, Florida represents the Debtors in
their chapter 11 proceedings.


SIERRA PACIFIC: Subsidiary Prices Private Offering Mortgage Notes
-----------------------------------------------------------------
Nevada Power Company, a wholly-owned subsidiary of Sierra Pacific
Resources (NYSE: SRP), priced a private offering of $210 million
principal amount of its 5.95% General and Refunding Mortgage
Notes, Series M, due 2016.  The notes are expected to be delivered
on or about Jan. 18, 2006.

Proceeds from the offering, together with available cash, will be
utilized to repay $210 million outstanding under the Company's
$500 million revolving credit facility, which amount was borrowed
to finance a portion of the purchase price of a 75% ownership
interest in the Silverhawk Power Station.

The notes will be secured by the lien of the company's General and
Refunding Mortgage Indenture, which constitutes a lien on
substantially all of the company's real property and tangible
personal property located in the State of Nevada.  The offering
will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended, and
outside the United States in compliance with Regulation S under
the Securities Act.  The notes will not be registered under the
Securities Act and may not be offered or sold by holders thereof
without registration unless an exemption from such registration is
available.

               About Nevada Power Company

Nevada Power Company is a regulated public utility engaged in the
distribution, transmission, generation, purchase and sale of
electric energy in the southern Nevada communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and their
adjoining areas.  The company also provides electricity to Nellis
Air Force Base, the Department of Energy at Mercury and Jackass
Flats at the Nevada Test Site.  Nevada Power Company provides
electricity to approximately 725,000 residential and business
customers in a 4,500 square mile service area.

             About Sierra Pacific Resources

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada.  Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50 percent interest in an interstate
natural gas transmission partnership and several unregulated
energy services companies.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Fitch will not change the ratings or Stable Rating Outlook of
Sierra Pacific Resources Co. and its operating utility
subsidiaries Nevada Power Co. and Sierra Pacific Power Company
following the announcement that the company has agreed to settle
pending litigation with creditors of Enron Corp.  The settlement
is a favorable development for the company in that it removes a
major source of uncertainty and is consistent with the current
Stable Rating Outlook.

SRP, NVP, and SPPC's ratings are rated by Fitch with a Stable
Rating Outlook:

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Trust preferred securities 'B+'.

   Sierra Pacific Power Company

     -- First mortgage bonds 'BB+';
     -- General and refunding mortgage bonds 'BB+';
     -- Secured revolving bank facility 'BB+';
     -- Preferred stock 'B+'.


SPANSION INC: Fitch Junks Rating on $175 Million Senior Sub. Notes
------------------------------------------------------------------
Following the completion of Spansion Inc.'s (Spansion) initial
public offering and concurrent debt offerings, Fitch Ratings has
assigned these ratings:

     -- Issuer default rating 'B-';

     -- $250 million 11.25% senior unsecured notes due 2016     
        'B-/RR4';

     -- $175 million 12.75% senior subordinated notes due 2016
         'CCC+/RR5';

     -- $175 million senior secured revolving credit facility due
        2010 'BB-/RR1'.

The Rating Outlook is Negative.

The ratings and Outlook reflect Fitch's expectation that
Spansion's:

     * free cash flow will be negative for the intermediate term
       due to necessary and significant capital spending plans;

     * financial flexibility will be limited, despite an adequate
       pro forma liquidity position; and

     * debt levels will remain high compared to competitors and
       likely increase over the intermediate term.

The ratings also reflect Spansion's:

     * lack of diversification and size relative to its key
       competitors, which are better positioned to absorb ongoing
       flash memory market price volatility and fund capital
       expenditures;

     * limited ability to withstand technology road map and
       manufacturing technology missteps; and

     * comparatively mature growth rates for NOR type flash
       memory, Spansion's primary market historically.

Supporting the ratings are Spansion's adequate liquidity sources,
established relationships with a diverse customer base including
leading wireless handset and embedded products original equipment
manufacturers, and leading market positions in the NOR flash
memory market, which Fitch believes are more defensible due to
increasing barriers to entry.

Additionally, Fitch believes Spansion's proprietary technology
(MirrorBit architecture) could expand the company's addressable
market, command higher average selling prices, and mitigate some
expected operating performance volatility.

Fitch believes Spansion will burn significant cash over the next
few years due to onerous but essential capital spending.  Capital
expenditures are expected to be $800 million to $950 million for
fiscal year 2006 and Fitch believes they will likely remain at
similar levels through 2008, primarily to fund the construction of
Spansion's first and only 300 millimeter wafer fabrication
facility and to upgrade existing capacity.  Spansion burned
approximately $250 million of cash from 2003 through its most
recent quarter-ended Sept. 25, 2005.  While Spansion could curtail
or delay capital spending depending on market demand, Fitch
believes meaningfully doing so would materially weaken its cost
competitiveness over the intermediate term.  Furthermore, Intel,
Spansion's main competitor, has leveraged its cost advantage from
an already substantial 300mm wafer manufacturing footprint to
price NOR flash memory products aggressively, pressuring
Spansion's recent operating performance.

Increased capital spending requirements should be partially offset
by higher profitability over the intermediate term due to
expectations for continued strong unit growth and higher gross
margins, partly from the continued transition to MirrorBit.  Unit
growth is expected to remain strong over the next few years,
driven by strong wireless handset demand, particularly for
products with more memory intensive features, and flash memory's
increased content in embedded products.

At the same time, Fitch believes that increased adoption of
products based upon Spansion's MirrorBit architecture, which
represents a relatively small but growing portion of total sales,
should support higher and somewhat less volatile ASPs.  Spansion
historically addressed only the NOR flash memory market, which is
expected to grow at approximately 3%-4% over the next few years.  
A substitute technology for certain data applications, NAND, is
expected to have unit growth in the mid-double digits over the
same time period, thereby increasing its share of the flash memory
market.  Fitch believes Spansion's MirrorBit architecture has made
the company's NOR-based products more cost competitive against
NAND and could increase Spansion's addressable market.

Fitch expects Spansion's negative free cash flow for the next few
years will be funded with cash and additional debt, resulting in
minimal opportunity to meaningful improve credit protection
measures.  For the past four quarters ending Sept. 25, 2005,
credit protection measures have weakened due to lower
profitability as total debt to operating EBITDA was 3.2 times,
versus 1.4x at the end of 2004.  For the same time periods,
operating EBITDA to gross interest expense declined to 5.6x from
13.4x.

As of Sept. 25, 2005, and pro forma for the equity and debt
offerings, liquidity was supported by cash and cash equivalents of
approximately $1 billion and an undrawn $175 million senior
secured revolving credit facility due September 2010.  Pro forma
total debt was approximately $1.2 billion, consisting primarily of
$250 million 11.25% unsecured senior notes due 2016, $175 million
12.75% senior subordinated notes due 2016, and approximately    
$780 million of various secured credit facilities and capital
leases.  Spansion intends to use a portion of the approximately
$380 million of net proceeds from the note offerings to repay
indebtedness owed to Advanced Micro Devices, Inc. (rated 'B/Stable
Outlook by Fitch).


TEC FOODS: Can Continue Using Wells Fargo's Cash Collateral
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended until April 12, 2006, the expiration date of TEC Foods,
Inc.'s authority to continue using cash collateral securing
repayment of pre-petition obligations to Wells Fargo Bank, N.A.

           Pre-Petition Debt, Cash Collateral Use
                 & Adequate Protection

The Debtor owes Wells Fargo pre-petition loans of approximately
$5,088,880.  The loans are secured by substantially all of the
Debtor's assets as evidenced by various mortgages, security
agreements, promissory notes and other instruments and documents.

The Debtor's continued use of Well's Fargo's cash collateral will
be used for operating expenses, including payments for payroll and
vendors, continuation of its retail operations and to maintain the
value of its estate.

The Court authorizes the Debtor to use Wells Fargo's cash
collateral until April 12, 2006, pursuant to the same terms and
conditions of its final order authorizing use of cash collateral
dated Dec. 13, 2005.  

The Debtor's use of the cash collateral is in compliance with the
projections of a Court-approved 4-month Extended Budget, covering
the period from Jan. 18, to April 12, 2006.

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

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

As adequate protection for any diminution in the value of the pre-
petition collateral, Wells Fargo is granted post-petition
replacement liens in the Debtor's property and the Debtor will
continue to invest the cash collateral to maintain its operations.

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.


TELOGY INC: Court Okays Heller Ehrman as Special Counsel
--------------------------------------------------------
Telogy, Inc. and its debtor-affiliate sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of California to employ Heller Ehrman LLP as their special
counsel.

Heller Ehrman is expected to:

     a. advise the Debtors with respect to the litigation risk
        presented by the George Lawsuit;

     b. assist, advise and represent the Debtors and Romersa in
        defense of the George Lawsuit, to any extent that
        proceeding in the George Lawsuit are not stayed; and

     c. assist, advise and represent the Debtors with respect to
        general corporate matters.

The Debtors disclose that Robert W. Bell, Jr., Esq., bills $510
per hour and Andrea Musicant, Esq., bills $375 per hour.  The
Debtors further disclose that the Firm holds a $19,281 prepetition
retainer.

To the best of the Debtor's knowledge, Heller Ehrman 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 Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its debtor-
affiliate, e-Cycle, LLC, filed for chapter 11 protection on Nov.
29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TELOGY INC: Court Okays Pachulski Stang as Bankruptcy Counsel
-------------------------------------------------------------
Telogy Inc. and debtor-affiliate sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of
California to employ Pachulski, Stang, Ziehl, Young, Jones &
Wientraub P.C. as their general bankruptcy counsel.

Pachulski Stang is expected to:

     a. assist, advise, and represent the Debtors in their
        consultations with creditors regarding the administration
        of these cases;

     b. assist, advise, and represent the Debtors in any manner
        relevant to a review of the Debtors' leases and other
        contractual obligations, and asset dispositions;
  
     c. assist, advise, and represent the Debtors in any issues
        associated with the acts, conduct, assets, liabilities,
        and financial condition of the Debtors, and any other
        matters relevant to these cases;

     d. assist, advise, and represent the Debtors in the
        negotiation, formulation, and drafting of any plan of
        reorganization and disclosure statement;

     e. assist, advise, and represent the Debtors in the
        performance of their duties and the exercise of their
        powers under the Bankruptcy Code, the Bankruptcy Rules,
        the Local Bankruptcy Rules and the Region 17 United States
        Trustee Guidelines; and in the performance of such other
        services as are in the interests of the Debtors; and

     f. provide such other necessary advice and services as the
        Debtors may require in connection with these chapter 11
        cases.

The Debtors disclose that the Firm's attorneys and paralegal bill:

           Professionals                  Hourly Rate
           -------------                  -----------
           Richard M Pachulski, Esq.          $675
           Ira D. Kharasch, Esq.              $525
           David J. Barton, Esq.              $475
           Robert M. Saunders, Esq.           $395
           Joseph S. Bolnick, Esq.            $275
           Ramon M. Naguiat, Esq.             $265
           Patricia J. Jefries                $160
              
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 Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its debtor-
affiliate, e-Cycle, LLC, filed for chapter 11 protection on Nov.
29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TELOGY INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Telogy, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of California, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property         $123,765,884
  C. Property Claimed
     as Exempt
  D. Creditors Holding                         $173,332,000
     Secured Claims
  E. Creditors Holding                             $627,821
     Unsecured Priority Claims
  F. Creditors Holding                          $75,709,418
     Unsecured Nonpriority
     Claims
                               ------------    ------------
     Total                     $123,765,884    $249,669,240

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its      
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TERAYON COMMS: Faces Likely Default Due to Form 10-Q Filing Delay
-----------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERNE) will delay the
filing of its Form 10-Q for the third quarter of 2005 would be
delayed and that it had commenced an accounting review after
determining that certain revenues recognized in the second half of
fiscal year 2004 may have been recorded in incorrect periods.

The delayed filing of Terayon's Form 10-Q for the third quarter of
2005 caused Terayon to be in violation of NASDAQ Marketplace Rule
4310(c)(14), which requires the timely filing of periodic reports
with the U.S. Securities and Exchange Commission.  While steady
progress has been made, Terayon cannot determine at this time when
the accounting review will be completed.  The company intends to
file its Form 10-Q for the third quarter of 2005 as soon as
practicable following the conclusion of the accounting review.

                       SEC Non-Compliance    

In addition, as a result of the delay in the filing of its Form
10-Q for the quarterly period ended Sept. 30, 2005, Terayon is not
in compliance with its obligation under the Indenture with respect
to Terayon's 5% Convertible Subordinated Notes due 2007 to file
with the SEC and the trustee of the Notes all reports, information
and other documents required pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934.  If holders of at least 25%
in aggregate principal amount of the Notes outstanding provide
written notice to the Trustee or to Terayon and the Trustee of a
default based on Terayon's failure to file its Form 10-Q Report
for the quarterly period ended Sept. 30, 2005 and such default is
not cured within 60 days of such notice, an event of default will
occur and the Trustee or holders of at least 25% in aggregate
principal amount of the Notes then outstanding may accelerate the
maturity of the Notes and declare the entire principal amount of
the Notes, together with all accrued and unpaid interest thereon,
to be due and payable immediately.  The Notes currently
outstanding have an aggregate principal amount of $65 million.  
The company ended 2005 with $101 million of Cash and cash
equivalents plus Short-term investments.

                          NASDAQ Update

Terayon received a letter from The Nasdaq Stock Market, dated  
Jan. 4, 2006, notifying the company that its common stock is
subject to delisting based on its failure to satisfy NASDAQ
Marketplace Rules 4350(e) and 4350(g), which required the company
to solicit proxies and hold an annual meeting of shareholders
before Dec. 31, 2005.  Terayon held its 2004 annual shareholder
meeting in December 2004 and the company's 2005 annual shareholder
meeting was originally planned for December 2005.  However,
Terayon was unable to hold its 2005 annual shareholder meeting due
in part to its ongoing accounting review.

As previously disclosed on Nov. 22, 2005, Terayon received a
letter from NASDAQ, dated Nov. 17, 2005, stating that as a result
of Terayon's failure to timely file its Form 10-Q for the third
quarter of 2005 with the SEC, Terayon's common stock is subject to
delisting from the NASDAQ National Market.  In response to the
Nov. 17, 2005 letter, Terayon requested a hearing with a NASDAQ
Listing Qualifications Panel, which automatically stayed
the delisting action pending the issuance of a written decision
from the Panel.  Terayon presented its plan to evidence compliance
with all NASDAQ listing criteria at a hearing before the Panel on
Dec. 15, 2005.  Terayon has not yet received a determination from
the Panel as a result of the hearing.

In NASDAQ's Jan. 4, 2006 letter, Terayon was informed that the
Panel would consider the company's failure to comply with NASDAQ's
proxy solicitation and annual meeting requirements in rendering
its decision regarding the continued listing of Terayon's common
stock.  Terayon discussed the proxy solicitation and annual
meeting deficiencies with the Panel at the hearing on          
Dec. 15, 2005 and plans to submit additional materials for the
Panel's review with respect to those issues by the Jan. 11, 2006
deadline.  There can be no assurance that the Panel will grant the
company's request for the continued listing of its common stock on
the NASDAQ.

Headquartered in Santa Clara, California, Terayon Communication
Systems, Inc. -- http://www.terayon.com/-- provides digital video  
networking applications and home access solutions that enable the
delivery of advanced digital video, voice and data services.  
Service providers worldwide have deployed more than 6,000 of
Terayon's digital video systems to brand their programming, insert
millions of digital ads, offer HDTV and other digital video
services.  More than five million Terayon cable modems and other
home access solutions have been deployed by cable operators
globally to provide broadband Internet access and VoIP telephony.


THREE-FIVE: Files Ch. 11 Plan & Disclosure Statement in Phoenix
---------------------------------------------------------------          
Three-Five Systems, Inc. and its debtor-affiliate, TFS-DI, Inc.,
delivered their Joint Plan of Reorganization and an accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the District
of Arizona, Phoenix Division, on Jan. 6, 2006.

                   Summary of Joint Plan

The Plan provides for the substantive consolidation of the
liabilities and properties of both Debtors.  

Cash payments for all allowed administrative claims, allowed
priority tax claims, allowed priority claims, allowed
miscellaneous secured claims and allowed secured tax claims will
come from the Gross Assets, which constitute the entirety of
Reorganized TFS's assets on the effective date of the Plan.  The
assets remaining after payment of all those claims will constitute
the Net Assets.

Funds from the Net Assets will be used for cash distributions to
allowed general unsecured claims, allowed equity interests and
allowed equity related claims.  After the effective date,
Reorganized TFS must use all efforts to liquidate or convert all
non-Cash Net Assets into cash.

             Treatment of Claims and Interests

1) Allowed priority claims, other than priority tax claims will
   receive cash equal to the allowed amount of their claims after  
   the effective date or 30 days after a priority claim becomes
   allowed; unless the holder of those claims and Reorganized TFS
   agree in writing to a different date.

2) Allowed secured tax claims will receive cash equal to the
   allowed of their claims either:

   a) on the Effective Date or any date the Bankruptcy Court may
      fix, or

   b) 30 days after the secured tax claim becomes allowed and the
      date on which that claim is scheduled to be paid in the
      ordinary course of business; unless the holder of the claim
      and Reorganized TFS agree in writing to a different date.

3) Allowed miscellaneous secured claims will receive cash equal to
   the allowed amount of their claims either:

   a) on the Effective Date or any date the Bankruptcy Court may
      fix, or

   b) 30 days after the miscellaneous secured claim becomes
      allowed and the date on which that claim is scheduled to be
      paid in the ordinary course of business; unless the holder
      of the claim and Reorganized TFS agree in writing to a
      different date.

4) Allowed general unsecured claims will receive cash equal to
   the allowed amount of their claims with interest accruing from
   the petition date through the confirmation date at the legal
   interest rate.  Distributions for allowed general unsecured
   claims will begin after the effective date or 30 days after a
   general unsecured claim becomes allowed.

5) Equity interests and equity related claims are subordinated to
   all claims and will receive their pro rata share of the Net
   Assets after distributions to holders of all allowed general
   unsecured claims under Section 5.04.b(i) of the Plan are
   complete.

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

  http://www.researcharchives.com/bin/download?id=060112012631

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing   
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$11,694,467 in total assets and $2,880,377 in total debts.


TOM'S FOODS: Greenberg Traurig Withdraws as Bankruptcy Counsel
--------------------------------------------------------------          
Greenberg Traurig, LLP, sought and obtained approval from the U.S.
Bankruptcy Court for the Middle District of Georgia to withdraw as
Tom's Foods Inc.'s general bankruptcy counsel subject to the
Court's retention of jurisdiction over the award of fees and
expenses and all other issues relating to the Firm's
representation of the Debtor.

On April 7, 2005, the Court authorized the retention of Greenberg
Traurig as the Debtor's counsel.  

Greenberg Traurig submits that its withdrawal as the Debtor's
counsel will not prejudice its estate because the Firm has already
completed most of the Debtor's post-petition proceedings,
including the closing of the sale of substantially all of the
Debtor's assets and settling a claims dispute with the Bank of New
York.

The Debtor has consented to Greenburg's request because the Court
has already approved Eugene I. Davis's request to employ Scroggins
& Williamson as his counsel.  Mr. Davis is the Responsible Officer
for the Debtor's estate.

Greenberg will also render all assistance to the Debtor for an
orderly transition of its bankruptcy case to Scroggins &
Williamson.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  Eugene I. Davis is the Court-approved Responsible
Officer for the Debtor's estate.  J. Robert Williamson, Esq., at
Scroggins & Williamson represents the Responsible Officer.  When
the Debtor filed for protection from its creditors, it listed
total assets of $93,100,000 and total debts of $79,091,000.


TOM'S FOODS: Scroggins & Williamson Approved as E. Davis' Counsel
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Georgia gave
Eugene I. Davis, the Responsible Officer for Tom's Foods Inc.'s
estate, permission to employ Scroggins & Williamson as his
counsel.

Scroggins & Williamson will:

   1) assist in preparing pleadings and applications and in
      conducting examinations;

   2) advise Mr. Davis of his rights, duties and obligations under
      the federal bankruptcy rules;

   3) consult and represent Mr. Davis with respect to the
      liquidation of the Debtor's remaining assets, the
      administration of its estate and winding down of its
      affairs;

   4) take all other actions necessary for the proper
      administration and preservation of the Debtor's estate and
      perform necessary legal services, including institution and
      prosecution of necessary legal proceedings and general
      business and corporate legal advice; and

   5) render all other legal services to Mr. Davis that are
      necessary in the Debtor's bankruptcy case.

J. Robert Williamson, Esq., a principal of Scroggins & Williamson,
is one of the lead attorneys to Mr. Davis.  

Mr. Willimans reports Scroggins & Williamson's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Counsel              $225 - $315
      Legal Assistants         $75

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

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  Eugene I. Davis is the Court-approved Responsible
Officer for the Debtor's estate.  When the Debtor filed for
protection from its creditors, it listed total assets of
$93,100,000 and total debts of $79,091,000.


TOWER AUTOMOTIVE: Craig Corrington Joins as VP for North America
----------------------------------------------------------------
Tower Automotive, Inc. (Pink Sheets: TWRAQ) reported that Craig
Corrington has joined the company as vice president of operations
for North America.  Mr. Corrington will report to Bill Pumphrey,
president, North America.

Mr. Corrington, who recently retired from DaimlerChrysler
Corporation, will develop and implement manufacturing strategies
to enhance Tower's North American product portfolio.  Mr.
Corrington also will improve manufacturing processes and help
execute the company's restructuring plans in North America.

"As a key industry leader, Craig brings a wealth of knowledge and
expertise to support and lead Tower's turnaround plans," said Mr.
Pumphrey.  "He is a results-driven executive with the ability to
integrate key manufacturing principles with strategic business
planning.  His leadership will be key in Tower's ongoing
commitment to produce high-quality, cost-competitive metal
structures and assemblies."

Mr. Corrington has 32 years of experience in automotive
manufacturing with DaimlerChrysler.  Mr. Corrington was most
recently vice president in charge of assembly and stamping
operations and advanced stamping engineering.  In that role Mr.
Corrington incorporated lean manufacturing principles into future
product and process planning, which significantly reduced capital
expenditures.  Prior to assuming that position, Mr. Corrington was
vice president of the Jeep/Truck Assembly Division and Stamping
and Component Operations.

Mr. Corrington also served as vice president in charge of stamping
and components operations and vice president of stamping and
general manager of lean manufacturing.  During his career at
DaimlerChrysler, Mr. Corrington held several other leadership
positions including plant manager of DaimlerChrysler's Sterling
Stamping and Warren Stamping plants.

Mr. Corrington earned a bachelor's degree in sociology from the
University of Kentucky and a master's degree in business
administration from Central Michigan University.  Mr. Corrington
also attended the Executive Development Program at Harvard
University.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.


TRUST ADVISORS: Section 341 Meeting Continued to Feb. 13
--------------------------------------------------------
The U.S. Trustee for Region 2 will continue the meeting of Trust
Advisors Stable Value Plus Fund's creditors at 1:00 p.m., on
Feb. 13, 2006, at the Bankruptcy Meeting Room located at One
Century Tower, 265 Church Street, Suite 1104 in New Haven,
Connecticut.

The first meeting of creditors for the Debtor's chapter 11
proceedings, which is required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases, was held on Nov. 7, and continued to Dec. 12.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


UAL CORP: Reaches Agreement with Creditors on Plan Issues
---------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ) and the Official
Committee of Unsecured Creditors reached a consensual agreement to
resolve all of the issues between the Company and the committee,
including the Committee's objections to United's Plan of
Reorganization.

The final agreement will be reflected in an amended Plan of
Reorganization, to be filed with the U.S. Bankruptcy Court for the
Northern District of Illinois ahead of the Plan Confirmation
Hearing on or before Jan. 18.

"Being able to reach a global, consensual agreement with the
creditor's committee prior to confirmation is the goal in any
restructuring, and is an enormous accomplishment.  [Yester]day's
agreement with the Creditors' Committee, which represents the new
owners of United, is a major step forward in concluding our
restructuring, and continues our strong momentum going into next
week's POR Confirmation Hearing," said Jake Brace, chief financial
officer and executive vice president.  "We appreciate the hard
work of the Creditors' Committee in reaching this agreement, as
well as the Committee's support throughout United's extremely
complex and difficult restructuring.  We look forward to
confirming the Plan next week and exiting bankruptcy next month
ready to compete with the strongest carriers."

"We're very pleased to have worked closely with United management
and to have reached an agreement that brings our issues to an end,
to the benefit of creditors and company alike," said Dana
Lockhart, chair of the Official Committee of Unsecured Creditors
and chief financial officer, Airbus of North America.   "This has
been an extraordinarily complicated restructuring, and we look
forward to United's successful exit from bankruptcy as the vital
competitor it is."

Among the issues resolved in the agreement are those relating to
the proposed Management Equity Incentive Plan, the amount of the
claim by the Pension Benefit Guarantee Corporation, stock and note
distributions for salaried and management employees, and certain
corporate governance matters.

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.


VENTURE HOLDINGS: Court Converts Case into Chapter 7 Liquidation
----------------------------------------------------------------
At a hearing on Jan. 11, 2006, the Honorable Thomas J. Tucker of
the U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, converted the chapter 11 case of Venture
Holdings Co. LLC into a chapter 7 liquidation proceeding.

The Debtor has sold substantially all of its operating assets to
New Venture Holdings, LLC, on May 2, 2005.

The Debtor's period to file a plan of liquidation expired on
Dec. 19, 2005.  Judge Tucker converted the Debtor's case after it
failed to file a plan or sought an extension of the plan-filing
deadline.

The Debtor's main problem in developing a plan is the lack of
funding necessary to satisfy Section 1129(a)(9)(A) of the
Bankruptcy Code.  That section of the bankruptcy code requires
that a chapter 11 plan pay all administrative priority claims in
full.

The Official Committee of Unsecured Creditors supported the
conversion of the case.  

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  As of March 31, 2002, the Debtors
had total assets of $1,459,834,000 and total debts of
$1,382,369,000.  Venture's prepetition lenders acquired Venture's
assets during the chapter 11 proceeding.  John A. Simon, Esq., at
Foley & Lardner LLP represent the Debtors.  John A. Karaczynski,
Esq., and Robert M. Aronson, Esq., at Akin Gump Strauss Hauer &
Feld LLP, and Joel D. Applebaum, Esq., at Clark Hill PLC represent
the Creditors' Committee.


WATERMAN INDUSTRIES: GNI Waterman Acquires Operating Assets
-----------------------------------------------------------
GNI Waterman LLC reported that on Jan. 3, 2006, it acquired the
vast majority of the operating assets of Waterman Industries, Inc.
located in Exeter, California and Lubbock, Texas.

GNI Waterman LLC is owned by Galena National Investment LLC which
is affiliated with two New York-based investment firms with over
$20 billion of assets under management.  The new company will
operate under the name of Waterman Industries and through the
leadership of newly appointed CEO Birch Brown (formerly COO during
the reorganization), and with their dedicated workforce, will
continue to offer the same worldwide quality services and products
that Waterman has been known for since 1912.  With a strong
positive cash flow and a profitable year behind them, combined
with their solid team of employees and management, the future of
the company is very promising.

"We are pleased to have accomplished so much in the reorganization
phase," said Birch Brown, chief executive officer.  "Our
management team has streamlined operations and built a foundation
for a 'go forward' strong financial performance."

To support its focus on the irrigation, water delivery and water
treatment industries, Waterman 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," Birch Brown said.  "We are
developing sophisticated insights into the needs of the consumer,
which has led to the development of new and higher quality
products versus the competition and will meet the needs of a much
broader range of customers, both domestic and international."

The company has refined its product offering and regained its
"best in class" status based on its on-time deliveries to its
customers. In order to secure this "best in class" status,
Waterman's strategic plan includes opening distribution centers
previously located in Boise, Idaho; Garden City, Kansas; Grand
Island, Nebraska; and Memphis, Tennessee.

Headquartered in Exeter, California, Waterman Industries, Inc.
-- http://www.watermanusa.com/-- provides water and irrigation
control services.  The Company filed for chapter 11 protection on
February 10, 2004 (Bankr. E.D. Calif. Case No. 04-11065).  Riley
C. Walter, Esq., at Walter Law Group, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed more than $10 million in estimated assets
and debts.


WESTERN WATER: Bankruptcy Court Approves Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Oakland Division, conditionally approved the adequacy of the
disclosure statement explaining Western Water Company's First
Amended Plan of Reorganization on Jan. 4, 2006.

                     Terms of the Plan

The Plan provides for the reorganization of the Debtor as a
private company.  The plan contemplates the full cash payment of
all allowed claims with postpetition interest at 3.32%.

Under the Plan, these claims will be fully paid in cash:

   * administrative claims,
   * priority tax claims,
   * priority wage claims,
   * other secured claims,
   * $72,000 general unsecured claims,
   * $8.8 million debenture claims, and
   * $1.1 million promissory note claims.

Shareholders holding an allowed $2.5 million liquidation
preference claim of the Series F Preferred Stock can elect to
receive new common stock or a $260,000 cash payment on the
effective date.  

Shareholders holding an allowed $7.7 million liquidation
preference claim of the Series C Preferred Stock will receive new
common stock.  

All existing equity interests in the Debtor will be cancelled, and
all or some of the current holders of the Debtor's preferred stock
will become the new common shareholders of the Debtor.  

The Debtor anticipates emerging from chapter 11 protection in
February 2006.

                        Plan Funding

The Debtor will use the net proceeds of the recent sale of its
Cherry Creek Project to fund cash distributions under the Plan.  
The Debtor sold the water rights for $14 million in cash to Cherry
Creek Project Water Authority in November 2005.

The Court will convene a hearing on Feb. 6, 2006, at 2:00 p.m., to
consider confirmation of the Debtor's Plan.

A full-text copy of the Court-approved Disclosure Statement for
the Debtor's First Amended Plan of Reorganization is available for
a fee at:

    http://www.researcharchives.com/bin/download?id=060112012224

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).  
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million and $50 million in assets and debts.


WHITEHALL JEWELLERS: Boards Responds to Newcastles' Action
----------------------------------------------------------
The Board of Directors of Whitehall Jewellers, Inc. (OTC:JWLR.PK)
reported that Newcastle Capital Management, L.P. finally has made
an offer that does not have a financing contingency.  Newcastle
has initiated an unsolicited tender offer for Whitehall stock.

To consider whether the Newcastle proposal is a superior offer,
the Board requires that Newcastle provide conclusive evidence that
it has the cash to complete a transaction as well as evidence of
its ability and commitment to promptly complete a transaction.

The Board hopes that Newcastle will quickly provide the requested
evidence as the Board and the Company can no longer afford delays.
Specifically, the company's bank line expires on Jan. 31, 2006, as
does the company's bridge loan and its vendors can terminate their
agreement to accept payment of their past due invoices over time.

                   Bankruptcy Warning

Without a firm deal, such as one the company currently has in
place with Prentice Capital Management, L.P., the company will
likely be forced to pursue a restructuring or bankruptcy, which
may severely impact the Company's stockholders as well as the
Company's other constituencies.  The Board is dedicated to seeing
that this does not occur.  The Board is hopeful that Newcastle
will understand and provide the Board with the needed information
in the extremely short period available.  The company once again
reiterates its recommendation that stockholders vote for the
management/Prentice proposals and nominees at the Jan. 19, 2005,
shareholders meeting.

Whitehall Jewellers, Inc. is a national specialty retailer of fine
jewelry, operating 387 stores in 38 states. The Company has
announced that it intends to close a number of stores in the near
term. The Company operates stores in regional and super regional
shopping malls under the names Whitehall Co. Jewellers, Lundstrom
Jewelers and Marks Bros. Jewelers


WORLDCOM INC: Inks Stipulation Resolving Michigan's Tax Claims
--------------------------------------------------------------
The State of Michigan's Department of Treasury filed Claim No.
16576 for $110,738 against MCI WorldCom Network Services.  On
March 4, 2003, Michigan sought to amend Claim No. 16576 to:

   -- include an audit liability for taxes and tax periods; and

   -- increase the claim amount to $9,269,342.

In a Court-approved stipulation dated May 2003, Claim No. 16576
was reduced and allowed as a priority tax claim for $6,250,000.

In July 2003, Michigan filed Claim No. 35961 for $8,564,708, but
later withdrew the claim.

Notwithstanding the Original Stipulation, Michigan amended (i)
Claim No. 16576 by Claim No. 38068; and (ii) Claim No. 38068 by
Claim 38524 to include in each claim, periods covered by the
Original Stipulation and additional periods.

The Parties now believe that the Later Claims should not have
included amounts for periods covered by the Original Stipulation.
Thus, the Parties seek to settle the amounts included in the
Later Claims that are related to the amounts and periods in the
Original Stipulation.

On March 31, 2004, Michigan filed Claim No. 38071, amending Claim
No. 12881, to include additional amounts and additional periods
pursuant to the Additional Claims Bar Date Order.   The Parties
now determined that the amounts originally in Claim No. 12881
should not have been included in Claim No. 38071.

Furthermore, Michigan consented to the expungement of Claim Nos.
16576, 38068, 38524, 12881, and 38071, in connection with the
Settlement Agreement and Release settling all royalty claims.

Michigan also filed Claim Nos. 35895, 35526, 1183, all of which
are allowed claims.  However, Michigan seeks to settle each of the
three claims for a re-determined amount.  WorldCom, Inc., and its
debtor-affiliates agree.

In this regard, Michigan asked the Reorganized Debtors not to pay
the amounts in the Original Stipulation or the Allowed Claims
until after the Royalty Settlement was final.

Given the finalization of the Royalty Settlement, the Parties now
seek to revise the amounts due pursuant to the Original
Stipulation, which are the amounts included in Claim No. 38071 and
the Allowed Claims.

In a Court-approved Stipulation, the Parties agree that:

   1. The Priority Tax Claim in the Original Stipulation is
      withdrawn;

   2. The portion of Claim No. 38524 that is related to the
      amounts and periods in the Original Stipulation will be
      reduced and allowed as a priority tax claim for $4,818,105;

   3. The portion of Claim No. 38071 that is related to the
      amounts originally set out in Claim No. 12881 will be
      reduced and allowed as a Class 4 Convenience Claim for
      $12,215.  The amount includes tax and interest only.
      Michigan agrees to waive the penalties asserted in Claim
      No. 38071 associated with the amounts originally in Claim
      No. 12881;

   4. Claim No. 35895 will be reduced and allowed as a priority
      tax claim for $67,480;

   5. Claim No. 35526 will be reduced and allowed as a priority
      tax claim for $2,165; and

   6. Claim No. 1183 will be reduced and allowed as a Class 4
      Convenience Claim for $95.

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)


WORLDCOM INC: Settles Dispute Over Iowa's $1.6-Mil. Tax Claim
-------------------------------------------------------------
On March 24, 2004, the Iowa Department of Revenue filed Proof of
Claim No. 38042 for unpaid 2003 Iowa corporation income taxes owed
by WorldCom, Inc., and its debtor-affiliates, aggregating
$1,600,000.  The IDR asserted that its claim is entitled to
priority as an administrative expense under Section 503(b) of the
Bankruptcy Code.

The Debtors objected to the Claim.

Subsequently, the Debtors withdrew their Objection to the Claim
pursuant to a settlement agreement they entered into the taxing
authorities of 16 States, which resolved disputes relating to the
claims filed by each state.  Under the Agreement, the Royalty
Claims are completely and finally settled, including certain
provisions related to tax year 2003.

The WorldCom entities intend to file an amended 2003 Iowa
corporation income tax return and pay the amount due.

Accordingly, in a Court-approved stipulation, the Parties agree
that:

   1. Claim No. 38042 is withdrawn, without prejudice;

   2. The IDR will retain all rights to assert any claims for
      2003 corporation income tax liabilities, including penalty
      and interest, against the WorldCom entities or their
      successors and assignees;

   3. If the IDR believes that the Debtors have an unpaid Iowa
      corporation income tax liability for 2003, it may assess
      and collect those taxes, including penalty and interest, in
      the manner and within the time frame provided by Code of
      Iowa and the Iowa Administrative Code;

   4. Any right to assert a claim for 2003 and any assessment for
      2003 are subject to the provisions of the Agreement; and

   5. In making any assessment for 2003, the IDR will not be
      required to file a proof of claim or a request for payment
      of administrative expense with the Bankruptcy Court
      concerning 2003 Iowa corporation income tax liabilities.
      Neither the WorldCom entities nor their successors and
      assignees will assert that either the Stipulation or the
      Debtors' bankruptcy case provides a defense in any future
      action concerning 2003 Iowa corporation income tax
      liabilities.

The Parties further agree that any remaining disputes concerning
the 2003 Iowa income tax liabilities, including penalty and
interest, be resolved outside of the pending bankruptcy case and
consistent with the provisions of the Agreement.

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)


WORLDWATER & POWER: Retains Counsel to Assist in Berlin Delisting
-----------------------------------------------------------------
WorldWater & Power Corp. (OTCBB:WWAT) engaged legal counsel to
seek delisting of the Company's stock on the Berlin Stock
Exchange.

"We believe that the listing of WorldWater & Power Corp. stock on
the Berlin Exchange does not benefit the Company or its
shareholders, and are therefore taking the necessary steps to
remove the Company from this exchange," stated Quentin T. Kelly,
Chairman and Chief Executive Office of WorldWater & Power.

"There are so many positive things occurring at WorldWater," Kelly
continued, "including strong demand for our product and services
as demonstrated by our current backlog, the expectation of 2006
revenue between $25 million and $35 million, and the acquisition
of Quantum Energy Group to better position the Company to handle
the emerging implementation volume."

The Company's common stock will continue to trade on the Frankfurt
Stock Exchange, Mr. Kelly said.

WorldWater & Power Corporation - http://www.worldwater.com/-- is  
a full-service, international solar electric engineering and water
management company with unique, high-powered and patented solar
technology that provides solutions to a broad spectrum of the
world's electricity and water supply problems.

At Sept. 30, 2005, WorldWater & Power Corp.'s balance sheet showed
a $1,762,285 stockholders' deficit compared to a $4,273,641
deficit at Dec. 31, 2004.


* BOOK REVIEW: Merger: Takeover Conspiracy
------------------------------------------
Authors:    David J. Thomsen
Publisher:  Beard Books
Hardcover:  384 pages
List Price: $34.95

Order your personal copy today at:
http://www.amazon.com/exec/obidos/ASIN/1587982366/internetbankrupt

Although fiction, Merger Takeover Conspiracy has the feel of
actual events.  The realism is quickly established with
introductory material that includes a map of the United States
showing the routes of western railroads and a financial statement
with notes that looks like an authentic corporate report.  Above
all, however, Merger Takeover Conspiracy is a compelling narrative
with aspects of a murder mystery within a modern-day business
story of greed, ruthlessness, and duplicity.

The book begins with Richard Smith, manager of corporate security
of Arrow Corporation, destroying company documents in a "materials
shredder" with diamond-tipped mechanical gears that can pulverize
typewriters, file cabinets, and tape spools; thus ridding Arrow of
office equipment that could be linked to incriminating documents.  
While musing on how his task of destroying office equipment
secures his place in the corporation by binding him to certain
ambitious, underhanded top corporate personnel with their shared
involvement in criminal acts, Smith is knocked unconscious and
stuffed into the shredder himself.  From such suspenseful
beginnings the story continues to follow the maze of feigns and
dirty tricks, the betrayals and ignorance, the concerns and
ruthlessness, the coolly-done crimes and desperate measures of
many individuals connected in varying degrees to Arrow
Corporation's ambitious goal of acquiring the three largest
railroads in the Western United States and merging them into one
colossal system under Arrow's aegis.  Business executives,
housewives, the corporate jet pilot, an outside attorney, an
investment banker, and an executive assistant are among the cast
of characters helping to shed light on the many facets of the
plot.

Thomsen writes about events, situations, and primary and
peripheral characters in the business world as convincingly and
dramatically as John Grisham does about those in the legal world.  
Though Merger Takeover Conspiracy has some sensationalistic
touches, the novel is not generic, popular entertainment.  
Thomsen's novel can be read on many levels: as a gripping crime
story about brutal crimes; as a narrative of the unfolding of a
master plan for a complex, high-stakes merger; as a portrayal of
corporate society; and as a cautionary tale about the personal
tragedies caused by systematic illegal activity in large
businesses.

Although Merger Takeover Conspiracy was first published in 1985,
it reflects major stories in today's news media.  The crimes of
top executives of Tyco, Worldcom, Adelphia, and others cannot but
come into the reader's mind.  Thomsen goes well beyond the content
and personalities of any news stories, however, to shed a critical
light on how such events could occur in the business world.

In the convention of good mystery writing, Thomsen keeps the
reader guessing until the end.  In the end, the guilty are
exposed, but, in the larger perspective, there is no single
culprit.  Instead, the entire corporate culture is indicted.  Some
of the characters can hardly be blamed since they were simply
acting according to the principles and the goals of the
environment they were in.

David J. Thomsen has a background in management, entrepreneurship,
executive positions and consulting.  Much of his work has involved
research and he is the author of hundreds of articles.

                             *********

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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