TCR_Public/060116.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 16, 2006, Vol. 10, No. 13

                          Headlines

ACCEPTANCE INSURANCE: Wants Until June 9 to File Chapter 11 Plan
AMC ENT: Fitch Junks Rating on $1 Billion Sr. Subordinated Notes
ANCHOR GLASS: Court Authorizes Corporate Forensics' Retention
ANCHOR GLASS: Florida Rock Seeks to Terminate Supply Agreement
ANCHOR GLASS: Needs More Time to Assess Arkema Contract

ANDROSCOGGIN ENERGY: U.S. Trustee Picks 3-Member Creditors Panel
ANDROSCOGGIN ENERGY: Committee Taps Pepper Hamilton as Counsel
ASHTON WOODS: Earns $24.8 Million of Net Income in Second Quarter
B/E AEROSPACE: Debt Payment Cues Moody's to Upgrade Low-B Ratings
BALLY TOTAL: Asks Shareholders to Support Board at Jan. 26 Meeting

BF SAUL: S&P Puts Counterparty Credit Rating on Positive Watch
BLACKROCK MORTGAGE: Fitch Holds Junk Rating on Class B-3 Certs.
BSI HOLDING: Liquidating Trustee Issues Final Distribution
CHASE FUNDING: Fitch Chips Rating on Class IB Certificates to BB-
CHEVY CHASE: S&P Puts Counterparty Credit Rating on Positive Watch

CHINESE OVERSEAS: Case Summary & 20 Largest Unsecured Creditors
CHOICE COMMUNITIES: Files Amended Plan and Disclosure Statement
CITY OF KLAMATH: Fitch Shaves Sr. Sec. Rev. Bonds to B- from BB+
COIN BUILDERS: Court Approves Wood County Bank Letter of Credit
COLLINS & AIKMAN: Wants to Walk Away From Headquarter Leases

COLLINS & AIKMAN: Agrees to Pay $259,876 as Adequate Protection
COLLINS & AIKMAN: Moves to Reject 15 Contracts and Leases
CREDIT BASED: Fitch Affirms BB Rating on Class B-2 Certificates
CREDIT SUISSE: Fitch Affirms Junk Rating on $5.1MM Class N Certs.
D & K STORES: Confirmation Hearing Set for January 26

DELPHI CORP: Court Approves Ernst & Young as Tax Consultants
DELPHI CORP: UAW Wants to Join Unsecured Creditors Committee
DELPHI CORP: Creditors Panel Hires Mesirow as Financial Advisors
EAST HOT SPRINGS: Voluntary Chapter 11 Case Summary
EATON FERRY: Case Summary & 44 Largest Unsecured Creditors

EPOCH INVESTMENTS: Files Schedules of Assets and Liabilities
FOAMEX INT'L: Wants Court to OK Solicitation and Voting Procedures
FOAMEX INT'L: U.S. Trustee Amends Creditors Committee Membership
FOAMEX INT'L: Creditors Panel Wants to Hire Kearney as Consultant
FREEDOM RINGS: Gets Open-Ended Deadline to File Notices of Removal

GMAC COMMERCIAL: Fitch Junks Rating on $2.7MM Class O Certificates
GREYSTONE LOGISTICS: Amends Fiscal Year 2005 Annual Report
HIGH SCHOOL: Case Summary & 14 Largest Unsecured Creditors
HIRSH INDUSTRIES: Has Until April 3 to Remove Civil Actions
HOME INTERIORS: Debtholders & Shareholders OK Debt Restructuring

JACOB LAUFER: Case Summary & Largest Unsecured Creditor
LEAR CORP: Moody's Affirms Ba2 Corporate Family & Notes' Ratings
LB-UBS: S&P Assigns Low-B Ratings to $49 Million Cert. Classes
LMM DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
MAAX HOLDINGS: Posts $12.98 Million Net Loss in Third Quarter

MATERIAL SCIENCES: Earns $2.2 Million in 3rd Qtr. Ended Nov. 30
MATRIA HEALTHCARE: Moody's Affirms $485 Mil. Debts' Low-B Ratings
MCI INC: 20 Officers Dispose of 2,559,020.478 Shares of MCI Stock
MEDCARE TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
MILE HIGH: Case Summary & 20 Largest Unsecured Creditors

MORGAN STANLEY: S&P Rates $24 Mil. Certificate Classes at Low-B
MORGAN STANLEY: Fitch Lifts $21MM Class H Certs. to BBB- from BB+
MOULIN GLOBAL: Chapter 15 Petition Summary
NORTHWEST AIRLINES: AMFA Members Reject Settlement Offer
NORTHWEST AIRLINES: Faces Lawsuit for 2004 Flight 708 Plane Crash

NORTHWEST AIRLINES: Wants to Reject 5 Contracts Effective Today
NRG ENERGY: Fitch Rates Proposed $5.2 Billion Secured Debt at BB
NOVASTAR MORTGAGE: S&P Lowers Rating on Class M-3 Certs. to BB
PACIFIC SOUTHWEST: Fitch Affirms BB Rating on Class B-2 Certs.
PARKER-I 94: Voluntary Chapter 11 Case Summary

PENN NATIONAL: S&P Upgrades Issuer Credit Rating to BB from BB-
PLIANT CORP: Can Continue Existing Cash Management System
PLIANT CORP: Gets Court Nod to Maintain Existing Bank Accounts
PHOTOCIRCUITS: Inks APA with Candlewood Partners for $37 Million
QUEBECOR MEDIA: Prices Debt Tender Offers for Senior Notes

QUEBECOR WORLD: Moody's Downgrades Sr. Sub. Rating to B2 from Ba3
RAMP CORP: Creditors Must File Proofs of Claim by January 31
RDR RESOLUTION: Confirmation Hearing Set for January 30
RELIANCE GROUP: Commonwealth Court OKs $15MM Securities Settlement
ROYAL CARIBBEAN: S&P Lifts Corp. Credit Rating to BBB- from BB+

RYLAND GROUP: Enters Into $750M Bank Credit Facility with JPMorgan
S-TRAN HOLDINGS: Wants Until March 13 to Decide on Leases
SAINT VINCENTS: Daniels Defends Right to Pursue Malpractice Suit
SAINT VINCENTS: Marziale Airs Side in Insurance Coverage Dispute
SCIOTO NATIONAL: Voluntary Chapter 11 Case Summary

SEASPECIALTIES INC: Trustee Needs Time to Contest LaSalle's Liens
SHAWNE BRYANT: Case Summary & 20 Largest Unsecured Creditors
STRATOS GLOBAL: Moody's Rates $150 Million Sr. Unsec. Notes at B2
TECHNEGLAS INC: Gets Court Nod to Assume 34 Contracts & Leases
TELOGY INC: Court Establishes February 9 as Claims Bar Date

TRUST ADVISORS: Hires Shipman & Goodwin as Gen. Bankruptcy Counsel
TRUST ADVISORS: Murray Becker Approved as Financial Consultant
UAL CORP: Wants Court to Bless Disney Settlement Accord
UAL CORPORATION: Inks Pact Resolving American Air Dispute
VOLT INFORMATION: Earns $8.4 Mil. of Net Income in Fourth Quarter

WHITEHALL JEWELLERS: Might be Willing to Meet Newcastle Partners
WORLDCOM INC: Inks Stipulation Resolving Underwriter Claims

* Hede & Stogsdill Will Head Alvarez & Marsal's Creditor Advisory

* BOND PRICING: For the week of Jan. 9 - Jan. 13, 2006

                          *********

ACCEPTANCE INSURANCE: Wants Until June 9 to File Chapter 11 Plan
----------------------------------------------------------------
Acceptance Insurance Companies Inc. asks the U.S. Bankruptcy Court
for the District of Nebraska, to further extend until
June 9, 2006, its exclusive period to file a chapter 11 plan.  The
Debtor also wants until Aug. 9, 2006, to solicit acceptances of
that plan.

The Debtor is in the process of managing and resolving claims with
American Insurance Company in an effort to maximize the value of
American Insurance for the benefit of the Debtor's creditors.
According to the company, the claims resolution process within
American Insurance is not yet at a stage that will allow the
Debtor to structure a plan of reorganization.

Furthermore, the extension is necessary to provide the Debtor
sufficient time to complete its liquidation of its assets.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Nebr. Case
No. 05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed separate
chapter 7 petitions (Bankr. D. Nebr. Case Nos. 05-80056 & 05-
80058) on Jan. 7, 2005.  John J. Jolley, Esq., at Kutak Rock LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$33,069,446 in total assets and $137,120,541 in total debts.


AMC ENT: Fitch Junks Rating on $1 Billion Sr. Subordinated Notes
----------------------------------------------------------------
Fitch has assigned initial ratings for theatrical exhibition
company AMC Entertainment Inc. and its parent, Marquee Holdings
Inc.:

AMC

   -- Issuer Default Rating 'B';

   -- $850 million of proposed new guaranteed senior secured
      credit facilities 'BB/RR1' consisting of these facilities:

     * $200 million revolving credit facility due January 2012;
     * $650 million term loan B facility due January 2013.

   -- $455 million of existing guaranteed senior unsecured notes
      'B/RR4' consisting of these issues:

     * $250 million 8 5/8% senior unsecured notes due August 2012;

     * $205 million LIBOR + 4.25% floating-rate senior unsecured
       notes due August 2010.

   -- $1.013 billion of guaranteed senior subordinated notes
      'CCC+/RR6' consisting of:

     * $325 million of proposed new senior subordinated notes due
       2016;

     * $213 million remaining 9.5% existing senior subordinated
       notes due February 2011;

     * $175 million 9.875% existing senior subordinated notes due
       February 2012;

     * $300 million 8% existing senior subordinated notes due
       March 2014.

Marquee

   -- Issuer Default Rating 'B';

   -- $304 million ($194 million accreted balance) of existing
      unguaranteed 12% senior discount notes due August 2014
      'CCC/RR6'.

The ratings reflect the capital structure and operations of AMC,
pro forma for the company's pending merger with Loews Cineplex
Entertainment Corporation scheduled for completion during January
2006.  The Rating Outlook is Stable.  Approximately $2.5 billion
of debt obligations have been rated.

AMC is currently owned by affiliates of JP Morgan Partners, LLC,
Apollo Management, LP and certain other investors, including
management who acquired the company through a December 2004
leveraged buyout.   Loews is currently owned by Bain Capital, The
Carlyle Group, and Spectrum Equity, who teamed up to acquire the
company in July 2004.  The existing holders of Loews' stock will
receive approximately 40% of AMC's stock in order to complete the
merger of the two theatrical exhibition companies.  All of the
approximately $1.2 billion of cash equity that has been invested
to date in the combined company by the financial sponsors and
ongoing management will remain in place.

Since the merger transaction will trigger the change of control
provision within Loews' existing $315 million senior subordinated
notes indenture due 2014, these notes have been tendered for at
par plus a small consent payment of 12.5 basis points and accrued
interest, in return for an agreement by the holders to eliminate
certain restrictive covenants.  AMC plans to use the proceeds of
its proposed issuance of $325 million of new senior unsecured
notes to refinance the Loews notes.  No change of control will be
triggered under any of the existing AMC indentures.  The new
$850 million senior secured credit agreement will be used to
refinance outstandings under Loews existing credit agreement, as
well as to provide ongoing liquidity for the combined company.
Antitrust approval for the merger transaction has been received,
subject to an agreement to promptly divest a total of 10 theatres,
which have been specifically identified.

The 'B' IDR rating reflects that AMC remains a highly leveraged
company within the very competitive and rapidly consolidating
theatrical exhibition industry.  Pro forma leverage, including the
present value of leases as debt, will exceed 7x upon closing the
merger transaction.  Pro forma EBITDA less capital expenditures
will cover gross interest approximately 1x since current capital
spending levels are running well below depreciation.  Debt grew
steadily over the past ten years due to significant modernization
and divestiture programs aimed at converting the majority of AMC's
theatres to state-of-the-art megaplexes.  Debt levels were further
affected by the 2004 LBOs, which took place at both predecessor
companies.  Fitch does not expect that material improvements in
operating and free cash flow are realistic due to intense industry
pressures.  AMC is additionally characterized by a very high fixed
cost structure, due in large part to the operating leases in
effect for most of its theatre properties, which entail
approximately $400 million in annual rent expense.

Fitch believes that revenues and profitability of movie theatres
are being increasingly challenged by factors that are largely out
of management's ability to control.  During 2005, domestic box
office receipts were estimated to have declined year-over-year by
more than 5% due to a series of factors including tough
comparatives versus the prior year, the generally poorer quality
of new release films, and increased competition from at-home
entertainment.  The theatrical exhibition industry in general
suffers from limited long-term visibility and trend prediction due
to the dependence upon an unknown inventory of new film product
and the heavy reliance upon a limited number of film distribution
companies associated with the major Hollywood film studios.  Under
the current industry structure, the ability to obtain desired film
licenses and the associated cost of these licenses continues to be
heavily negotiated on a film-by-film basis, adding to the degree
of uncertainty.  Theatre operators must also seek innovative ways
to curb the negative effects on the industry of movie pirating,
along with increasingly rude behavior by movie patrons.

While the pending merger transaction will not be a leveraging
event and AMC is confident in its ability to complete the
integration process within 18 months, Fitch has some concern
regarding AMC's potential ability after factoring in any
restrictions in effect under its credit agreement to pursue
additional material acquisitions without being subject to a
waiting period.  AMC's tangible asset base is notably limited due
to the minimal levels of receivables and inventory and the
predominance of operating leases.  Fitch also believes that
potential exists for AMC's private equity sponsorship to seek
approval for amendments to permit significant dividend payments or
other forms of capital recovery in the event that an exit strategy
through the public equity markets does not prove feasible over the
near-to-intermediate term.  Recovery levels under a distress
scenario would therefore be highly dependent upon the realization
of enterprise value through going concern sales of the entire
company or of individual business segments.

Fitch more favorably notes that the merger of AMC and Loews will
be an essentially leverage-neutral transaction that will enhance
the combined company's critical mass, competitive positioning, and
geographic diversity.  Both AMC and Loews have strong presences in
major larger urban markets known as 'designated market areas', and
a very complementary business practices and corporate cultures.
Loews additionally has a greater presence in several growing
international markets through a wholly owned subsidiary in Mexico
and several unconsolidated joint venture interests in other
countries.  While the merged AMC will remain the number two
competitor, the company will now much more closely match up with
industry leader Regal Entertainment.

AMC and Loews have industry-leading asset quality in terms of the
number of screens per theatre, revenues and cash flow per screen,
and the number of modern and well-located theatres.  The company
also estimates that approximately $52 million of synergies will be
readily achievable during the first 18 months post-merger
primarily through headcount reductions, volume discounts,
advertising savings, and elimination of other duplication.  AMC
has successfully integrated a series of prior acquisitions
including Megastar in 2003, and Gulf States and General Cinema in
2002.  AMC is actively seeking the best and most cost effective
methods to achieve a conversion to digital cinema which Fitch
believes will help optimize revenue generation, in addition to
developing greater opportunities for ancillary revenue growth from
on-screen advertising, special promotions, and other initiatives.
This is the main focus of joint venture National CineMedia, LLC,
which is co-owned by AMC with a 29% interest, along with Regal
Entertainment Group and Cinemark USA, Inc.

The Stable Outlook reflects Fitch's opinion that the merger of AMC
and Loews will result in operating benefits that stand to
partially counterbalance the impact of unfavorable industry
trends.  AMC and its competitors are also continually
experimenting with innovative ways to increase revenues and
margins -- both per patron and in the aggregate -- from
traditional admission and concession sales, as well as from the
development of new ancillary business lines.  Pro forma for the
merger and certain pending asset sales, AMC will additionally have
satisfactory liquidity through a combination of cash, the ability
to manage capital expenditures, and availability from external
sources availability as described in more detail just below.

Pro forma closing cash is estimated at about $173 million.  AMC's
proposed $200 million revolving credit facility will be
additionally undrawn and fully available at closing, providing the
primary external source of external liquidity.  The debt maturity
schedule is manageable, with only 1% of required term loan
amortization each year until the facility's maturity in January
2013, and the first maturity date for AMC's notes offering not
occurring until August 2010.  In the event of a liquidity crunch,
AMC would have the ability to meaningfully reduce the level of
capital expenditures by temporarily curtailing investment in new
theatre properties.  Maintenance capital expenditures approximate
$40-$45 million, out of an annual capital expenditures budget of
approximately $200 million which is expected to then decline to
about $120 million over the next few years.  Additional near-term
liquidity will be derived from the December 2005 agreement
announced by Loews to sell its 50% stake in its South Korean joint
venture Megabox for $79 million cash, and from the prompt
divestiture of ten theatres following the merger as required by
the antitrust regulators.  To the extent that cash flow
performance proves to be significantly positive, AMC will have the
ability to prepay bank debt and/or call certain of its notes at
preset premiums.

The credit agreement will notably contain only one financial
covenant, which is a requirement that the net senior secured
leverage ratio not exceed 3.25x as long as any revolving credit
commitment remains outstanding.  However, the agreement will also
contain most restrictive covenants typical for highly leveraged
companies, including limitations on indebtedness, and restrictions
on the creation of liens, sales of assets, permitted acquisitions,
investments, and the payment of dividends and other restricted
payments.

The recovery ratings and notching among facilities for both AMC
and Marquee reflect Fitch's recovery expectations under a distress
scenario.  Fitch has used an enterprise value analysis for these
recovery ratings, given the limited tangible asset base, which
exists in this company.  The 'RR1' recovery rating assigned for
AMC's proposed $850 million of guaranteed senior secured
facilities reflects Fitch's expectation that 100% recovery of the
fully drawn commitment would be achievable under this scenario,
whereas the RR4 recovery rating assigned for AMC's $450 million
guaranteed senior unsecured notes reflects Fitch's belief that
approximately 30%-50% recovery is realistic, and the RR6 recovery
rating for the approximately $1.3 billion balance of AMC
subordinated notes and Marquee non-recourse senior discount notes
reflects Fitch's estimate that negligible recovery would be
achievable.


ANCHOR GLASS: Court Authorizes Corporate Forensics' Retention
-------------------------------------------------------------
Anchor Glass Container Corporation obtained permission from the
U.S. Bankruptcy Court for the Middle District of Florida employ
Corporate Forensics, LLC, to provide bankruptcy administrative
services in its case, nunc pro tunc to August 15, 2005.

As reported in the Troubled Company Reporter on Nov. 15, 2005,
Corporate Forensics will implement a weekly Direct Method Cash
Reporting System for distribution to the Debtor's DIP lenders,
key customers and other selected parties of interest.  The system
will include a rolling 13-week forecast with actual results for
the reporting week and a comparison to the prior week's
activities.

The Debtor will pay Corporate Forensics in accordance with its
customary hourly rates and reimburse the firm's expenses incurred
in connection with the services.  Corporate Forensics' published
hourly rates are:

      Professional                  Hourly Rates
      ------------                  ------------
      Principal                         $250
      Senior Associate                  $150
      Associate                          $65

Corporate Forensics President John W. Chapman's initial hourly
payment will be at $150 for a period of less than 60 days from
the commencement of work.  After 60 days, Mr. Chapman and the
Debtor have agreed that the hourly rates will be reassessed.

Because of numerous exigencies that arose during the case, the
Debtor informs the Court that it did not file the Employment
Application until October 28, 2005, to the detriment of Corporate
Forensics, who has to not been paid for the services it has
rendered.  Nevertheless, Corporate Forensics has been rendering
services in accordance with the Agreement and should not be
disadvantaged, Mr. Soriano says.

Mr. Chapman makes it clear that Corporate Forensics will be
employed purely to assist the Debtor with the administrative
demands of its recent Chapter 11 filing.  Corporate Forensics'
engagement will not constitute an audit, review or compilation or
any other type of financial statement reporting or consulting
engagement that is subject to the rules of the American Institute
of Certified Public Accountants, the Statement on Standards for
Consulting Services or other state and national professional
bodies.

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: Florida Rock Seeks to Terminate Supply Agreement
--------------------------------------------------------------
On Feb. 5, 1997, Florida Rock Industries, Inc., and Anchor Glass
Container Corporation entered into a supply agreement, by which
Florida Rock agreed to supply 90% of the Debtor's sand
requirements for the operation of the Jacksonville, Florida glass
plant, and 50% of its sand requirements at the Warner Robbins,
Georgia glass container plant, at favorable pricing.  The Supply
Agreement was subsequently modified and extended.

Andrew M. Brumby, Esq., at Shutts & Bowen LLP, in Orlando,
Florida, informs the U.S. Bankruptcy Court for the Middle District
of Florida that the sand Florida Rock provided for manufacturing
of glass products is of limited supply.  In light of the current
needs in the construction industry throughout the United States,
particularly in the southeast, the sand is in high demand, Mr.
Brumby adds.

As of Petition Date, the Debtor owes Florida Rock $78,682.
Pursuant to the Supply Agreement, non-payment by the Debtor would
constitute grounds for termination for cause.

During the period that the Debtor has neither assumed not rejected
the Supply Agreement, Florida Rock continued to supply the Debtor
with sand, Mr. Brumby relates.

Mr. Brumby points out that the Debtor can have alternative sources
of sand and these alternatives are in a position to fully perform
and provide long term commitments for the Debtor's sand supply.

Mr. Brumby admits that complying with the obligations under the
Supply Agreement adversely impacts Florida Rock's ability to
contract with, and otherwise supply, sand to other Construction
Trades.

Hence, Florida Rock asks the Court to lift the automatic stay to
permit it to terminate its supply agreement with the Debtor, or
otherwise, to excuse it from further performance.

In the alternative, Florida Rock asks the Court to compel the
Debtor to decide on the supply agreement without delay.

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: Needs More Time to Assess Arkema Contract
-------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the period within
which it may assume or reject its CERTINCOAT System Agreement with
Arkema, Inc., fka ATOFINA Chemicals, Inc., until the confirmation
of a plan of reorganization.

On Jan. 1, 2004, Arkema and the Debtor entered into a contract
wherein Arkema agreed to impart on the Debtor the handling,
processing and manufacturing techniques, abilities and capacities
needed to utilize the CERTINCOAT System to apply a coating
composition to glass containers.  Arkema also agreed to sell to
the Debtor the "Formulation" -- organotin chemicals used in the
process of depositing a hot tin oxide on glass.

"Sufficient cause exist to extend the time period in which Anchor
may assume or reject this Agreement until confirmation," Kathleen
S. McLeroy, Esq., at Carlton Fields, P.A., in Tampa, Florida,
tells the Court.

Ms. McLeroy relates that due to the complex issues of the Chapter
11 case, the Debtor has not yet completed its analysis of the
Agreement.  If contracts and lease are hastily assumed, Ms.
McLeroy says, the  estate will be exposed to unnecessary
administrative claims.

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: U.S. Trustee Picks 3-Member Creditors Panel
----------------------------------------------------------------
The United States Trustee for Region 1 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Androscoggin Energy LLC's chapter 11 case:

      1. Alta Gas Ltd.
         Attn: James Bracken
         1700, 355 - 4th Avenue S.W.
         Calgary, Alberta
         Canada, T2P 0J1
         Phone: 403-961-7575, Fax: 403-691-7576

      2. Siemens Power Generation
         Attn: Ron McNutt
         4400 Alafay Trail
         Orlando, Florida 23826-2399
         Phone: 407-736-5710

      3. Central Maine Power Co.
         Attn: Steven E. Cope, Esq.
         Cope & Cope P.A.
         P.O. Box 1398
         Portland, Maine 04104
         Phone: 207-772-7491, Fax: 207-772-7428

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

Headquartered in 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.


ANDROSCOGGIN ENERGY: Committee Taps Pepper Hamilton as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Androscoggin
Energy LLC's chapter 11 case asks the U.S. Bankruptcy Court for
the District of Maine for permission to employ Pepper Hamilton LLP
as its counsel.

Pepper Hamilton will:

   1) assist and advise the Committee of its rights, duties and
      powers in the Debtor's chapter 11 case and in consulting
      with the Debtor in the negotiation of a plan of
      reorganization;

   2) assist the Committee in analyzing the claims of the Debtor's
      creditors and its capital structure and in negotiating with
      the holders of claims and equity interests;

   3) assist and advise the Committee in communicating with the
      general creditor body recording significant matters in the
      Debtor's chapter 11 case;

   4) represent the Committee at all hearing and other proceedings
      and assist in preparing pleadings and applications necessary
      to protect the Committee's interests and objectives; and

   5) perform all other legal services to the Committee that are
      necessary for its interests and in accordance with its
      powers and duties pursuant to the Bankruptcy Code.

Francis J. Lawall, Esq., a partner at Pepper Hamilton, is one of
the lead attorneys for the Committee.

Mr. Lawall reports Pepper Hamilton's professionals bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Partners, Special Counsel      $390 - $495
      & Counsel
      Associates                     $315 - $335
      Paraprofessionals               $40 - $180

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

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.


ASHTON WOODS: Earns $24.8 Million of Net Income in Second Quarter
-----------------------------------------------------------------
Ashton Woods Usa L.L.C., reported financial results for its second
fiscal quarter ended Nov. 30, 2005.

Home sales revenues for the quarter ended Nov. 30, 2005 of $134.6
million reflects a $30.9 million increase as compared to the same
period during the prior fiscal year.  This increase was primarily
attributable to an increase in the number of homes closed and an
increase in average sales price to $264,000 from $240,000 for the
same period a year ago.  Land sales revenue increased in the
quarter ended Nov. 30, 2005, to $23.6 million, which represents an
increase of $20.5 million compared to the same period of the prior
fiscal year.  The company's consolidated net income for the second
quarter ended Nov. 30, 2005 was $24.8 million compared to
$7.8 million for the second quarter ended Nov. 30, 2004.

Net income for the six months ended Nov. 30, 2005, was
$30.9 million, 3.3% higher than net income of $29.9 million for
the same period in fiscal year 2005.  Total revenues for the six
months ended Nov. 30, 2005, reached a record $265.2 million,
representing an increase of 11.6% from revenues of $237.6 million
for the first six months of the prior fiscal year.

"We are pleased with the continued growth in our net new home
orders, home closings and net income," said Tom Krobot, President
and Chief Executive Officer of Ashton Woods Usa L.L.C.  "The
success of our geographic, product and price point expansion
efforts have been proven in the record results achieved during the
quarter and the six months ended Nov. 30, 2005.  We opened our
first two communities in Tampa for sale during our second quarter,
opened for sale in our third townhome community in Dallas and
purchased the land for our third stacked-flat condominium
community in Atlanta.  We believe these efforts will assist in
protecting Ashton Woods from any softening in the homebuilding
industry in the coming months."

Mr. Krobot continued, "We increased the number of our active
communities to 52 and increased our lots under option to
approximately 8,000 lots at the end of the quarter, which, along
with our record quarter-end backlog of 1,649 homes, we believe has
positioned us to generate strong revenues and earnings in fiscal
2006."

Ashton Woods is one of the largest private homebuilders in the
United States based on number of home closings and revenues.  The
company designs, builds and markets high-quality single-family
detached homes, townhomes and stacked-flat condominiums under the
Ashton Woods Homes brand name.  The company currently operates in
Atlanta, Dallas, Houston, Orlando and Phoenix and is establishing
homebuilding operations in Tampa and Denver.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned first-time ratings to Ashton
Woods USA L.L.C., including a B1 corporate family rating, a B3
rating on the proposed $125 million issue of senior subordinated
notes, and a Speculative Grade Liquidity rating of SGL-3.  The
ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
the company will maintain debt/capitalization ratios in the 50%-
60% range even as it attempts to take advantage of growth
opportunities in new markets and as it fulfills the dividend
expectations of its Canadian owners.


B/E AEROSPACE: Debt Payment Cues Moody's to Upgrade Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of B/E Aerospace,
Inc., Corporate Family Rating to B1 from B3, prompted by the
recent repayment of a substantial amount of subordinated debt
through proceeds from the company's December 2005 public equity
offering during a period of continually-improving operating
results.  The ratings outlook is Stable.  B/E has a Speculative
Grade Liquidity Rating of SGL-2.

This concludes the ratings review commenced on Nov. 30, 2005
following the announcement by the company of its plans to make a
public offering of common stock, with the intention of using
proceeds to redeem, at par, its $250 million 8% senior
subordinated notes due 2008.

The ratings upgrade reflects significantly improved credit metrics
that will ensue from the repayment of a substantial level of
subordinated debt as well as B/E's revenue growth and margin
improvement over the past few years, 2005 in particular, in a
robust international commercial aviation supplier sector.  Ratings
are still constrained, however, by:

   * relatively thin historical free cash flow levels;

   * concentration of sales in a relatively narrow product band;
     and

   * longer-term uncertainty surrounding conditions in the
     cyclical commercial aerospace sector.

The stable ratings outlook reflects Moody's expectations for
continued strengthening in operating results and cash flow
generation through 2006, supported by the company's good liquidity
profile.  Ratings or their outlook may be subject to further
upward revision if further improvement in B/E's operating results
and cash flow capability were to support additional debt
repayment, resulting in:

   * leverage (Debt/EBITDA, as measured per Moody's standard
     methodology) below 4 times;

   * EBIT coverage of interest expense greater than 2.5 times; and

   * free cash flow greater than 15% of total debt on a sustained
     basis.

Conversely, ratings could be subject to downward revision:

   * if unexpected deterioration in industry conditions were to
     weaken B/Es' operating performance; or

   * if the company were to increase debt materially for any
     purpose, resulting in:

     -- leverage of greater than 5 times,
     -- EBIT/Interest coverage below 1.5 times, or
     -- free cash flow below 5% of total debt.

Moody's views the use of the proceeds from the sale of equity to
reduce debt as a significantly positive credit event, occurring at
a point when the company has also exhibited generally improved
operating results in the strengthening commercial aerospace
sector.  The repayment of about 37% of the company's debt will
substantially lower leverage, which had already improved from a
ratio of Debt/EBITDA of over 8 times as of FY 2004 to about 6.5
times as of LTM September 2005.

With the redemption of the $250 million of public debt, Moody's
estimates that pro forma leverage would fall to about 4.4 times,
which is appropriate for the B1 rating.  In addition, the
redemption of the senior subordinated notes would substantially
improve B/E's free cash flow, reducing interest expense by about
$20 million annually.  EBIT coverage of interest is estimated to
improve from about 1.2 times, LTM September 2005, to about 1.7
times, which is somewhat low for this rating category.

Although free cash flow similarly improves from almost breakeven
during this period to pro forma 4% owing primarily to the
reduction in interest expense, this level is also rather thin for
the B1 rating category.  However, Moody's notes that LTM September
2005 operating cash flows had been negatively affected by about
$44 million due to an unusually large increases in inventory and
accounts receivable relating to new programs.  To the degree that
this use of cash to fund working capital increases abates, higher
levels of operating cash flows should be attainable on an on-going
basis.

Since 2003, B/E's financial results have exhibited both revenue
growth and margin improvement, illustrative of the company's
ability to take advantage of improving economic conditions in the
commercial aviation sector.  Sales have grown by about 30% in this
period, to $811 million as of LTM September 2005.  In achieving
this level of growth, B/E has been able to expand its
international customer base, becoming less reliant on domestic,
particularly legacy, carriers.  Gross margins, which are important
to the company's ability to steadily generate strong, positive
free cash flows, have improved from about 30% of sales in 2003 to
35% for the first nine months of 2005.

In addition, B/E's backlog has recently grown at a greater pace
than sales -- over $1 billion as of September 2005, up 63% from
September 2004.  The company's new orders obtained in 2005 also
include a number of higher-margin first/business class seating
products to major international airlines.  Considering the backlog
status and the make-up of new orders, Moody's believes B/E has the
opportunity, assuming continued manufacturing efficiencies, to
grow revenues through 2006 at approximately the same, if not
somewhat higher, operating margins.  Continued expected strong
operating results should support moderate on-going investments in
working capital and modest capital expenditures over the near
term, which should result in higher levels of free cash flow
through 2006 and stronger credit metrics over the next 12 months.

B/E's Speculative Grade Liquidity Rating of SGL-2 continues to
reflect the company's good liquidity profile, which should improve
modestly over the next 12 months.  The company reported $87
million of cash on its balance sheet as of September 2005, which
should be marginally higher with net proceeds of the December 2005
common stock offering and after repayment of notes.

Although free cash flow had been thin for the LTM September 2005
period, Moody's expects improvement in 2006, particularly in light
of the estimated $20 million in cash interest expense savings
owing to the repayment of 8% notes.  As such, Moody's believes
that B/E will be able to meet its planned CAPEX and working
capital investments in 2006 as well as interest payments on
existing debt through internally-generated cash sources without
material reliance on its $50 million revolving credit facility.
Moody's expects B/E to remain amply in compliance with covenants.

The B1 rating on the 8.5% senior unsecured notes due 2010 remains
the same as the Corporate Family Rating reflecting the
preponderance of unsecured debt in the company's debt structure as
well as this class of debt's position in claim senior to the
remaining 8.875% subordinated notes but junior to $50 million of
senior secured bank lines.  The B3 rating on the company's
remaining 8.875% senior subordinated notes due 2011, remains two
notches below the Corporate Family Rating, and reflects the
subordination in claim of this class of debt below all existing
and potential future senior debt in B/E, including the 8.5% notes,
as well as potential lack of full recovery provided to this class
of debt in a liquidation scenario.

B/E reported about $1.07 billion of assets as of September 2005,
with approximately 47% represented by goodwill and intangibles
while the balance was comprised primarily of:

   * inventory ($222 million);
   * accounts receivable ($122 million); and
   * a modest $95 million of fixed assets.

Against $480 million of debt commitments, this suggests
uncertainty as to adequacy of the company's assets to cover all
debt obligations, subordinated notes in particular, in the event
of a distressed sale scenario.

These ratings have been upgraded:

   * Senior subordinated notes due 2011, to B3 from Caa2
   * Senior unsecured notes due 2010, to B1 from B3
   * Corporate Family Rating to B1 from B3

This rating has been withdrawn:

   * Senior subordinated notes due 2008, rated Caa2

The company's Speculative Grade Liquidity Rating of SGL-2 has been
affirmed.

Headquartered in Wellington, Florida, B/E Aerospace, Inc., is the
world's largest manufacturer of commercial and general aviation
cabin interior products and a major independent distributor of
aerospace fasteners.  The company had LTM September 2005 revenues
of $811 million.


BALLY TOTAL: Asks Shareholders to Support Board at Jan. 26 Meeting
------------------------------------------------------------------
Bally Total Fitness (NYSE:BFT) commented on the letter from Pardus
Capital Management, its largest shareholder, and once again
encouraged shareholders to support the Board and management as
they consider their proxy vote before the Jan. 26, 2006,
shareholders meeting.

"We believe shareholders will recognize that Bally's extremely
reasonable settlement offer clearly demonstrates the Company and
its Board acted in good faith in responding to issues raised by
our largest shareholder.  The Board developed our proposal after
our independent directors met with Pardus and listened carefully
to their concerns," said John W. Rogers, Jr., Lead Director.
"It's important to point out that we accommodated Pardus on the
vast majority of their demands."

Bally noted that its Board of Directors, over the past six weeks,
made substantial efforts to address Pardus' concerns, and that it
was in agreement on most of the terms cited in Pardus' letter to
stockholders.  However, the remaining differences between the
parties represent critical issues for all stockholders.

    -- Board Composition -- With regard to Board composition, the
       company has agreed to three out of 10 members for Pardus, a
       number that is more than fair given their stake in the
       company.  Bally's Board firmly urges shareholders to
       support the nomination of Eric Langshur, who heads the
       company's Audit Committee and has played such an important
       role in restoring credibility to Bally's financials.

    -- Special Committee -- Bally has already offered the very
       committee Pardus' letter seeks, fully empowered and
       constituted with independent directors, including Pardus'
       nominees.

    -- Equity Compensation -- The Company has amended its proposed
       2006 Omnibus Equity Compensation Plan to reduce the number
       of shares available under the Plan by more than 40% from
       2.5 million shares to 1.75 million shares.  Until the
       conclusion of the strategic process, Bally has agreed to
       restrict the use of those shares to incentive and
       inducement awards to retain key middle and lower level
       employees, not senior management.

    -- Separation of Chairman and CEO -- Bally believes that the
       creation of the Lead Director position is an effective
       corporate governance tool that has been successfully used
       by many companies to strengthen Board oversight.  Bally's
       Board believes that separating the positions of Chairman
       and CEO during this critical juncture -- while the company
       is in the midst of evaluating strategic alternatives
       regarding the possible sale, recapitalization or other
       potential transactions -- would damage, not create, value.

    -- Rights Plan -- In exercising its fiduciary responsibilities
       on behalf of all shareholders, the Board continues to
       believe that amending Bally's Shareholder Rights Plan
       (which will expire in July unless approved by shareholders)
       to enable a single investor group that already owns nearly
       15% of the shares -- and whose ultimate agenda remains
       undisclosed -- to accumulate more stock would be unwise.
       Allowing Pardus and Liberation to together accumulate 35%
       of Bally's stock would effectively give them a blocking
       position in the Company's strategic process.

"Despite the many similarities in the two proposals, we continue
to urge shareholders to carefully examine the facts as we approach
our annual meeting, since the choice is clear.  We ask
shareholders to carefully consider the motives of each side, and
understand that this Board has made a good faith attempt to
accommodate Pardus over an extended period of discussions.  We
strongly encourage shareholders to support this Board and
management team so that we can continue to pursue a plan that is
clearly working to create long-term value for shareholders," said
Rogers.

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

                         *     *     *

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

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


BF SAUL: S&P Puts Counterparty Credit Rating on Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings of 19 U.S.
regional banks and four thrifts, as well as their related
entities, on CreditWatch with positive implications.

The CreditWatch placements relate to an ongoing industry review
being conducted by Standard & Poor's.  S&P's analysis of industry
fundamentals, combined with the franchise-building initiatives and
improved risk management practices of the identified companies,
suggests that the likelihood of positive rating actions has
increased.  This placement identifies those companies that S&P
believes have at least a one-in-two likelihood of a one-notch
rating upgrade within 90 days.

These actions are in line with the positive bias highlighted on
the sector in the recently published U.S. Banking Outlook.

S&P recently published industry outlook highlights the near-term
cyclical challenges posed by a flattening yield curve and a credit
cycle that may begin to weaken.  Nonetheless, S&P believes most
commercial banks and thrifts will be able to withstand a harsher
environment in 2006 and beyond.  S&P anticipates earnings momentum
will moderate for most U.S. banks in 2006 relative to 2005,
but S&P believes the identified companies stand to outperform
peers even in the face of the emerging profit growth pressure.

Standard & Poor's will now conduct a more detailed analysis of the
companies placed on CreditWatch Positive in order to assess
whether or not they can indeed attain a higher rating.

The CreditWatch resolutions will be determined on a
company-specific basis.  Standard & Poor's will consider each
company's financial profile, their risk management framework, the
staying power of recent franchise-enhancing initiatives, and their
trough-of-cycle earnings power as it relates to the expected
performance of these companies relative to their current rating
level and to that of their peers.

These placements will not necessarily result in upgrades.  The
circumstances that would result in a one-notch rating upgrade will
be particular to each situation, including a material positive
structural change in a company's financial and franchise profiles,
such that future financial performance can withstand a harsher
environment at a higher rating.

On the other hand, the ratings of companies whose financial
outperformance relative to the current rating level and those of
their peers is deemed to be cyclical and not structural in nature
will be affirmed.  In cases in which an upgrade is not warranted
within three months, but an upgrade potential exists in the next
two years, S&P would assign a positive outlook.  The results of
this review and any changes in the ratings are expected in the
next three months.  The CreditWatch placements apply the updated
policy on the use of CreditWatch.

    Ratings Placed On CreditWatch With Positive Implications

                        To                  From
                        --                  ----
AmSouth Bancorp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

AmSouth Bank, Birmingham,
Alabama Counterparty
credit                  A/Watch Pos/A-1*    A/Stable/A-1

Astoria Financial Corp.
Counterparty credit     BBB-/Watch Pos/--   BBB-/Positive/--

Astoria Federal
Savings & Loan
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Positive/A-2

BancorpSouth Inc.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Pos/A-2

BancorpSouth Bank
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

Bank of Hawaii Corp.
Counterparty credit     BBB/Watch Pos/--    BBB/Pos/--

Bank of Hawaii, Honolulu
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

BB&T Corp.
Counterparty credit     A/Watch Pos/A-1*    A/Pos/A-1

Branch Banking & Trust
Co. Counterparty credit A+/Watch Pos/A-1    A+/Pos/A-1

Branch Banking & Trust
Co. of South Carolina
Counterparty credit     A+/Watch Pos/A-1    A+/Pos/A-1

Branch Banking & Trust
Co. of Virginia
Counterparty credit     A+/Watch Pos/A-1    A+/Pos/A-1

Chevy Chase Bank FSB
Counterparty credit     BB+/Watch Pos/--    BB+/Pos/--

B.F. Saul Real Estate
Investment Trust
Counterparty credit     B+/Watch Pos/--     B+/Pos/--

Chittenden Corp.
Counterpary credit      BBB/Watch Pos/--    BBB/Pos/--

Chittenden Trust Co.
Counterparty credit     BBB+/Watch Pos/--   BBB+/Pos/--

City National Corp.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

City National Bank
Beverly Hills
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Comerica Bank, Detroit,
Michigan Counterparty
credit                  A/Watch Pos/A-1*    A/Stable/A-1

Cullen/Frost Bankers Inc.
Counterparty credit     BBB+/Watch Pos/--   BBB+/Stable/--

Frost National Bank
San Antonio
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Downey Financial Corp.
Counterparty credit     BBB-/Watch Pos/A-3  BBB-/Stable/A-3

Downey S&L Assn.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Stable/A-2

First Republic Bank
Counterparty credit     BBB-/Watch Pos/A-3  BBB-/Pos/A-3

KeyCorp
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

KeyBank N.A. Cleveland
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

Key Treasury Management
Co. Counterparty credit A/Watch Pos/A-1*    A/Stable/A-1

National City Corp.
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

National City Bank
Kentucky Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank of
Pennsylvania
Counterparty credit     A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank,
Cleveland Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank,
Indiana Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

North Fork Bancorp
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

North Fork Bank
Counterparty credit     A-/Watch Pos/A-2    A-/Pos/A-2

People's Bank
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Pos/A-2

PNC Financial Services
Group Counterparty
credit                  A-/Watch Pos/--     A-/Stable/--

PNC Bank N.A. Pittsburgh
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

PNC Bank, Delaware
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

PNC Funding Corp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

SVB Financial Group
Counterparty credit     BBB-/Watch Pos/--   BBB-/Stable/--

Silicon Valley Bank
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

Sky Financial Group Inc.
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

Sky Bank
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

TCF Financial Corp.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

TCF National Bank
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

TD Banknorth Inc.
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

TD Banknorth N.A.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

UnionBanCal Corp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Union Bank of
California N.A.
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

Webster Financial Corp.
Counterparty credit     BBB-/Watch Pos/--   BBB-/Stable/--

Webster Bank N.A.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Stable/A-2

        *Short-term ratings not on CreditWatch Positive.


BLACKROCK MORTGAGE: Fitch Holds Junk Rating on Class B-3 Certs.
---------------------------------------------------------------
Fitch Ratings affirms these Blackrock Mortgage pass-through
certificates:

   Series 1997-R1

     -- Class A at 'AAA';
     -- Class B-1 at 'AA';
     -- Class B-2 at 'BB+';
     -- Class B-3 at 'D'.

   Series 1997-R3

     -- Class A at 'AAA';
     -- Class B-1 at 'AA';
     -- Class B-2 at 'BB';
     -- Class B-3 at 'D'.

The mortgage loans in the pools consist of a mix of Housing Urban
Development, Small Business Association, and Veterans Association
collateral.

As of the December 2005 distribution date, both transactions have
pool factors that range from 12.4% to 16.2%, and are seasoned 96
to 105 months.  The cumulative losses range from 13.5% to 14.6%.

For both transactions, overcollateralization has been depleted and
the B-3 class is absorbing all losses.  The B-3 bond balance for
1997-R1 is approximately $3.7 million, which represents 13.23% of
the pool.  The B-3 bond balance for 1997-R3 is approximately
$8.19 million, which represents 8.78% of the pool.  The
affirmations reflect the relationship between credit enhancement
and collateral performance, which are consistent with
expectations, and affects $127.08 million in outstanding
certificates.

For further information regarding credit enhancement,
delinquencies, or other statistics, please visit the Fitch Ratings
Website at http://www.fitchratings.com/


BSI HOLDING: Liquidating Trustee Issues Final Distribution
----------------------------------------------------------
Joseph Myers, a partner and managing director of Clear Thinking
Group LLC and Liquidating Trustee for BSI Holding Co., Inc., fka
Bob's Stores, reported that final disbursements of 13.5% have been
sent to BSI's general unsecured creditors.  This brings the total
distribution to unsecured creditors to 98.5%, far higher than the
anticipated 40% to 70% return.

Mr. Myers credited the increased return rate and expedient
distribution of claims to the work performed by Jay Indyke and his
team at New York City-based Kronish Leib Weiner & Hellman LLP,
counsel to the trustee and the creditors committee.  Mr. Myers
also acknowledged the cooperation of several other firms involved
in the matter, including:

    * Boston-based Goodwin Proctor, which provided litigation and
      tax support;

    * the Wilmington, Delaware office of Pepper Hamilton,
      which served as local counsel to the trustee;

    * Deloitte & Touche LLP, financial advisor to the trustee;

    * The Bayard Firm, which served as Wilmington-based counsel to
      the creditors' committee; and

    * FTI Consulting, Inc, of Annapolis, Maryland, a provider of
      corporate finance/restructuring, forensic/litigation/
      technology and economic consulting services for the debtor.

"To see a return of 98.5% in a retail case such as this one is
extraordinary," added Mr. Indyke.  Mr. Indyke attributed the
outcome of the case "to aggressive committee action" as well as to
the efforts of Liquidating Trustee Myers in "clarifying all roles
going forward, minimizing expenses and increasing cooperation
among all parties involved."

                    About Clear Thinking Group

Clear Thinking Group -- http://www.clearthinkinggrp.com/--  
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies.  The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.

                   About BSI Holding Co. Inc.

Headquartered in Meriden, Connecticut, BSI Holding Co., Inc.,
formerly known as Bob's Stores, Inc., and its debtor-affiliates
operated a retail clothing chain.  The Debtors filed for chapter
11 protection on October 22, 2003 (Bankr. D. Del. Case No. 03-
13254).  At the time of filing, the casual clothing and footwear
chain operated 34 stores in six states throughout the Northeast.
The majority of the merchant's assets were subsequently acquired
by The TJX Companies, Framingham, Mass., for about $100 million
less various adjustments.  A liquidation trust was then
established to reconcile all remaining claims and liquidate the
retailer's estate.

Adam Hiller, Esq., at Pepper Hamilton represents the Debtors.  Jay
R. Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP, and
Charlene Davis, Esq., and Deirdre Richards, Esq., at The Bayard
Firm represent the Creditors' Committee.  When the Company filed
for protection from its creditors, it listed debts and assets of
more than $100 million.  On Aug. 17, 2004, the Court confirmed the
Modified Consolidated Joint Plan of Liquidation of the Debtors and
that plan became effective on Sept. 15, 2004.


CHASE FUNDING: Fitch Chips Rating on Class IB Certificates to BB-
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Chase Funding RMBS
issues:

Chase Funding Mortgage Loan Asset-Backed Certificates
Series 2000-1 Group 1

     -- Class IA-5 affirmed at 'AAA';
     -- Class IA-6 affirmed at 'AAA';
     -- Class IM-1 affirmed at 'AA';
     -- Class IM-2 affirmed at 'A';
     -- Class IB affirmed at 'BBB-'.

Chase Funding Mortgage Loan Asset-Backed Certificates
Series 2000-2 Group 1

     -- Class IA-5 affirmed at 'AAA';
     -- Class IA-6 affirmed at 'AAA';
     -- Class IM-1 affirmed at 'AA';
     -- Class IM-2 affirmed at 'A';
     -- Class IB affirmed at 'BBB-'.

Chase Funding Mortgage Loan Asset-Backed Certificates,
Series 2000-3 Group 1

     -- Class IA-5 affirmed at 'AAA';
     -- Class IA-6 affirmed at 'AAA';
     -- Class IM-1 affirmed at 'AA';
     -- Class IM-2 affirmed at 'A-';
     -- Class IB affirmed at 'BB'.

Chase Funding Loan Acquisition Trust Mortgage Loan
Asset-Backed Certificates, Series 2001-C2 Group 1

     -- Class IA-4 affirmed at 'AAA';
     -- Class IA-5 affirmed at 'AAA';
     -- Class IM-1 affirmed at 'AA';
     -- Class IM-2 downgraded to 'A-'from 'A';
     -- Class IB downgraded to 'BB-'from 'BBB-'.

Chase Funding Loan Acquisition Trust Mortgage Loan Asset-Backed
Certificates, Series 2001-AD1 Group 1

     -- Class IA-5 affirmed at 'AAA';
     -- Class IA-6 affirmed at 'AAA';
     -- Class IM-1 upgraded to 'AA+' from 'AA';
     -- Class IM-2 affirmed at 'A';
     -- Class IB affirmed at 'BBB'.

Chase Funding Loan Acquisition Trust Mortgage Loan
Asset-Backed Certificates, Series 2001-AD1 Group 2

     -- Class IIA-1 affirmed at 'AAA';
     -- Class IIM-1 upgraded to 'AA+' from 'AA';
     -- Class IIM-2 upgraded to 'AA-' from 'A';
     -- Class IIB upgraded to 'A' from 'BBB'.

Chase Funding Mortgage Loan Asset-Backed Certificates,
Series 2001-4 Group 1

     -- Class IA-5 affirmed at 'AAA';
     -- Class IA-6 affirmed at 'AAA';
     -- Class IM-1 affirmed at 'AA';
     -- Class IM-2 affirmed at 'A';
     -- Class IB affirmed at 'BBB'.

Chase Funding Mortgage Loan Asset-Backed Certificates,
Series 2001-4 Group 2

     -- Class IIA-1 affirmed at 'AAA';
     -- Class IIM-1 affirmed at 'AA';
     -- Class IIM-2 affirmed at 'A';
     -- Class IIB affirmed at 'BBB-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by:

     * Chase Manhattan Mortgage Corporation,
     * Chase Manhattan Bank USA, N.A.,
     * The Chase Manhattan Bank, and
     * Chase Mortgage Holdings, Inc.

The mortgage loans consist of fixed- and adjustable-rate subprime
mortgage loans and are secured by first and second lien mortgages
or deeds of trust on residential properties.  As of the December
2005 distribution date, the transactions are seasoned from a range
of 48 to 69 months, and the pool factors range from approximately
10% to 24%.  Chase Home Finance, LLC, rated 'RPS1' by Fitch, is
the servicer for all of the mortgage loans.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $336 million of outstanding certificates.

The upgrades reflect an improvement in the relationship between CE
and future loss expectations and affects approximately
$19.7 million of outstanding certificates.  Series 2001-AD1 group
1 and group 2 transactions have experienced stable loss and
delinquency rates, and they have more excess spread than initially
expected to cover losses.  Both groups also benefit from
cross-collateralization through the application of excess spread
generated by one loan group to fund shortfalls in available funds
and the required level of overcollateralization in the other loan
group.

As of the December 2005 distribution date, the CE levels for the
upgraded classes have grown at least 2x their original CE levels
since closing.  In series 2001-AD1 group 1, class IM-1 currently
benefits from 18.50% CE in the form of subordination and OC.  In
series 2001-AD1 group 2, class IIM-1 currently benefits from
24.00% CE in the form of subordination and OC; class IIM-2
currently benefits from 13.50% CE in the form of subordination and
OC; and class IIB currently benefits from 5.50% CE in the form of
OC.

The negative rating actions, which affect approximately
$5.85 million of outstanding certificates, reflect deterioration
in the relationship between CE and future loss expectations.
Although the performance of series 2001-C2 group 1 compares
favorably to industry averages, this transaction has experienced
monthly losses, which have exceeded the available excess spread,
resulting in the deterioration of OC and preventing the OC from
maintaining its target amount.  Additionally, group 2 of the same
transaction was called in June 2005, and thus group 1 no longer
benefits from the cross-collateralized excess spread of group 2.

As of the December 2005 distribution date, the OC amount for
series 2001-C2 group 1 is $1,726,327, while the target OC amount
is $2,150,043.  The pool factor for this transaction is 17%, and
this transaction has incurred cumulative losses to date of 2.39%.
Approximately 15.81% of the remaining pool balance is more than 60
days delinquent including bankruptcies, foreclosures, and real
estate owned.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/


CHEVY CHASE: S&P Puts Counterparty Credit Rating on Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings of 19 U.S.
regional banks and four thrifts, as well as their related
entities, on CreditWatch with positive implications.

The CreditWatch placements relate to an ongoing industry review
being conducted by Standard & Poor's.  S&P's analysis of industry
fundamentals, combined with the franchise-building initiatives and
improved risk management practices of the identified companies,
suggests that the likelihood of positive rating actions has
increased.  This placement identifies those companies that S&P
believes have at least a one-in-two likelihood of a one-notch
rating upgrade within 90 days.

These actions are in line with the positive bias highlighted on
the sector in the recently published U.S. Banking Outlook.

S&P recently published industry outlook highlights the near-term
cyclical challenges posed by a flattening yield curve and a credit
cycle that may begin to weaken.  Nonetheless, S&P believes most
commercial banks and thrifts will be able to withstand a harsher
environment in 2006 and beyond.  S&P anticipates earnings momentum
will moderate for most U.S. banks in 2006 relative to 2005,
but S&P believes the identified companies stand to outperform
peers even in the face of the emerging profit growth pressure.

Standard & Poor's will now conduct a more detailed analysis of the
companies placed on CreditWatch Positive in order to assess
whether or not they can indeed attain a higher rating.

The CreditWatch resolutions will be determined on a
company-specific basis.  Standard & Poor's will consider each
company's financial profile, their risk management framework, the
staying power of recent franchise-enhancing initiatives, and their
trough-of-cycle earnings power as it relates to the expected
performance of these companies relative to their current rating
level and to that of their peers.

These placements will not necessarily result in upgrades.  The
circumstances that would result in a one-notch rating upgrade will
be particular to each situation, including a material positive
structural change in a company's financial and franchise profiles,
such that future financial performance can withstand a harsher
environment at a higher rating.

On the other hand, the ratings of companies whose financial
outperformance relative to the current rating level and those of
their peers is deemed to be cyclical and not structural in nature
will be affirmed.  In cases in which an upgrade is not warranted
within three months, but an upgrade potential exists in the next
two years, S&P would assign a positive outlook.  The results of
this review and any changes in the ratings are expected in the
next three months.  The CreditWatch placements apply the updated
policy on the use of CreditWatch.

    Ratings Placed On CreditWatch With Positive Implications

                        To                  From
                        --                  ----
AmSouth Bancorp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

AmSouth Bank,
Birmingham, Alabama
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

Astoria Financial Corp.
Counterparty credit     BBB-/Watch Pos/--   BBB-/Positive/--

Astoria Federal
Savings & Loan
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Positive/A-2

BancorpSouth Inc.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Pos/A-2

BancorpSouth Bank
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

Bank of Hawaii Corp.
Counterparty credit     BBB/Watch Pos/--    BBB/Pos/--

Bank of Hawaii, Honolulu
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

BB&T Corp.
Counterparty credit     A/Watch Pos/A-1*    A/Pos/A-1

Branch Banking & Trust Co.
Counterparty credit     A+/Watch Pos/A-1    A+/Pos/A-1

Branch Banking & Trust Co.
of South Carolina
Counterparty credit     A+/Watch Pos/A-1    A+/Pos/A-1

Branch Banking & Trust Co.
of Virginia
Counterparty credit     A+/Watch Pos/A-1    A+/Pos/A-1

Chevy Chase Bank FSB
Counterparty credit     BB+/Watch Pos/--    BB+/Pos/--

B.F. Saul Real Estate
Investment Trust
Counterparty credit     B+/Watch Pos/--     B+/Pos/--

Chittenden Corp.
Counterpary credit      BBB/Watch Pos/--    BBB/Pos/--

Chittenden Trust Co.
Counterparty credit     BBB+/Watch Pos/--   BBB+/Pos/--

City National Corp.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

City National Bank
Beverly Hills
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Comerica Bank, Detroit,
Michigan Counterparty
credit                  A/Watch Pos/A-1*    A/Stable/A-1

Cullen/Frost Bankers Inc.
Counterparty credit     BBB+/Watch Pos/--   BBB+/Stable/--

Frost National Bank
San Antonio
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Downey Financial Corp.
Counterparty credit     BBB-/Watch Pos/A-3  BBB-/Stable/A-3

Downey S&L Assn.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Stable/A-2

First Republic Bank
Counterparty credit     BBB-/Watch Pos/A-3  BBB-/Pos/A-3

KeyCorp
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

KeyBank N.A. Cleveland
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

Key Treasury Management Co.
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

National City Corp.
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

National City Bank
Kentucky Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank
of Pennsylvania
Counterparty credit     A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank,
Cleveland Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

National City Bank,
Indiana Counterparty
credit                  A+/Watch Pos/A-1    A+/Stable/A-1

North Fork Bancorp
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Pos/A-2

North Fork Bank
Counterparty credit     A-/Watch Pos/A-2    A-/Pos/A-2

People's Bank
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Pos/A-2

PNC Financial Services
Group Counterparty
credit                  A-/Watch Pos/--     A-/Stable/--

PNC Bank N.A. Pittsburgh
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

PNC Bank, Delaware
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

PNC Funding Corp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

SVB Financial Group
Counterparty credit     BBB-/Watch Pos/--   BBB-/Stable/--

Silicon Valley Bank
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

Sky Financial Group Inc.
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

Sky Bank
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

TCF Financial Corp.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

TCF National Bank
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

TD Banknorth Inc.
Counterparty credit     BBB/Watch Pos/--    BBB/Stable/--

TD Banknorth N.A.
Counterparty credit     BBB+/Watch Pos/A-2* BBB+/Stable/A-2

UnionBanCal Corp.
Counterparty credit     A-/Watch Pos/A-2    A-/Stable/A-2

Union Bank of
California N.A.
Counterparty credit     A/Watch Pos/A-1*    A/Stable/A-1

Webster Financial Corp.
Counterparty credit     BBB-/Watch Pos/--   BBB-/Stable/--

Webster Bank N.A.
Counterparty credit     BBB/Watch Pos/A-2*  BBB/Stable/A-2

        *Short-term ratings not on CreditWatch Positive.


CHINESE OVERSEAS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chinese Overseas Marketing Service Corporation
        aka Chinese Consumer Yellow Pages
        3940 Rosemead Boulevard
        Rosemead, California 91770

Bankruptcy Case No.: 06-10110

Chapter 11 Petition Date: January 13, 2006

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Alan Tippie, Esq.
                  SulmeyerKupetz
                  333 South Hope Street, 35th Floor
                  Los Angeles, California 90071
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520

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

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chinese Yellow Pages, Inc.       Judgment            $4,250,000
9550 Flair Drive, Suite 200
El Monte, CA 91731

Lim, Ruger & Kim LLP             Unpaid Invoices       $250,000
1055 West 7th Street
Los Angeles, CA 90017

EU-Vector, Inc.                  Unpaid Invoices       $100,000
275 South 3rd Avenue, Suite 1B
La Puente, CA 91746

Ching-Hsien Sun                  Unpaid Compensation    $78,000

Lo Yuan Lee                      Unpaid Compensation    $50,000

Ching-Hui Hsu                    Unpaid Compensation    $50,000

Wonder Printing                  Unpaid Invoices        $20,000

Richway Marketing Services       Unpaid Invoices        $10,000

Kho & Patel                      Unpaid Invoices         $6,000

Jay J. Chang, Esq.               Unpaid Invoices         $6,000

Cal Marketing & Promotion Group  Unpaid Invoices         $6,000

Song W. Wang                     Unpaid Compensation     $5,000

Chia Chi Tsai                    Unpaid Compensation     $5,000

Charlie E. Shen                  Unpaid Compensation     $5,000

Ching-Fang Liu                   Unpaid Compensation     $5,000

Fan W. Fromberg                  Unpaid Compensation     $5,000

Francis W. Chiao                 Unpaid Compensation     $5,000

Di Chen                          Unpaid Compensation     $5,000

Ping Chen                        Unpaid Compensation     $5,000

Lamb & Michael                   Unpaid Invoices         $1,200


CHOICE COMMUNITIES: Files Amended Plan and Disclosure Statement
---------------------------------------------------------------
Choice Communities, Inc., delivered to the U.S. Bankruptcy Court
for the District of Maryland, Baltimore Division, a First Amended
Disclosure Statement for its First Amended Plan of Reorganization
on Jan. 10, 2005.

The Debtor amended its Plan to secure Judge E. Stephen Derby's
approval.  The amended Plan reflects a higher distribution for the
estate's unsecured creditors, and has been negotiated and
supported by the Indenture Trustee and the Official Committee of
Unsecured Creditors.

After confirmation of the Plan, the Debtor will continue to exist
and operate as a nursing home in essentially its present form.

                      Treatment of Claims

Creditors holding Series 1998A Bonds and Series 1998B Bonds, for
$10.09 million, will be replaced with two tranches of bonds
consisting of:

   i) tax-exempt 7.12% $9,740,000 New Series A Bonds, and

  ii) taxable 7.12% $350,000 New Series B Bonds.

The new bonds will be secured by a lien on all of the Reorganized
Debtor's assets and will have the same extent and priority as the
prepetition liens.

Eastpoint Associate's claims in connection with:

   i) a non-negotiable $750,000 Subordinated Promissory Note
      dated April 30, 1998,

  ii) the Subordinated Deferred Purchase Money Deed of Trust, and

iii) the Subordinated Agreement,

will be treated as an unsecured claim.

The Maryland Department of Health and Mental Hygiene's $579,813
claims with respect to:

   i) any settlements; and

  ii) any sums advanced to the Debtor from the Interim Working
      Capital Fund,

will be paid in 60 equal monthly payments, with 3% simple
interest.

Senior Care Management extended a prepetition revolving loan to
the Debtor.  Under the Plan, Senior Care will have an allowed
$71,000 claim and will be paid from an exit facility.

General unsecured creditors, owed $2,500,000, will have pro rata
shares in a $200,000 fund, to be paid as follows:

   i) $50,000 on the effective date; and

  ii) $150,000 Class Five Promissory Note.

                        Exit Facility

Senior Care has committed a $500,000 exit facility in
substantially the same form and content as the Revolving Credit
Note and the Revolving Loan and Security Agreement between the
Debtor and Senior Care, each dated as of Jan. 1, 2004.

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

     __________________

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., Richard M.
Goldberg, Esq., and Paul V. Danielson, Esq., at Shapiro Sher
Guinot & Sandler represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


CITY OF KLAMATH: Fitch Shaves Sr. Sec. Rev. Bonds to B- from BB+
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the City of Klamath
Falls, Oregon senior secured revenue bonds due 2025 to 'B-' from
'BB+' and removed the Rating Watch Negative.  The bonds are
secured solely by the revenues of the 484-megawatt natural
gas-fired Klamath Cogeneration Project and other KCP assets.

The rating action incorporates the expectation of continued
depressed financial performance due to on going reduced plant
utilization, attributed to high natural gas prices.  Specifically,
high natural gas prices have led KCP's primary off-takers to
reduce their dispatch of the facility, as allowed under their
respective purchase power agreements.  KCP's capacity factor was
57% during the quarter ended Sept. 30, 2005, compared with 74% the
same period in 2004, and averages 54% for the five-month period
ending November 2005.  As such, project revenues have been
insufficient to fund KCP's major maintenance reserve account and
meet the Jan. 1, 2006 debt service payments on its second lien
electric revenue bonds.  On Dec. 30, 2005, KCP drew on its credit
facility with PacifiCorp Holdings to make up for the shortfall in
the second lien debt payments.

The rating action also reflects the uncertainty around the
replacement of two contracts accounting for 150 MW, which are to
expire in June 2006.  Fitch believes that current capacity prices
in similarly structured arrangements may be slightly lower than
prices in the existing agreements.  Therefore, replacement
contracts could continue to be a source of cash flow pressure.  A
positive rating action could result if KCP is able to replace the
two expiring contracts on terms that restore financial stability.

Favorably, KCP continues to operate efficiently in excess of 95%
availability over the past two years.  In addition, the plant
benefits from a favorable location and efficient generation
technology.  Project revenues have been sufficient to cover all
operating expenses as well as service KCP's senior lien bonds.

KCP is a natural gas-fired, combined cycle cogeneration plant with
a nominal capacity of 484 MW, or 464 MW when exporting steam at
200,000 pounds per hour.  The project is owned by the City of
Klamath Falls, Oregon, as a separately secured enterprise and is
built on land leased by the city from the steam purchaser.


COIN BUILDERS: Court Approves Wood County Bank Letter of Credit
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
approved Coin Builders, LLC's request to obtain a letter of credit
from the Wood County National Bank to secure additional inventory
from one of its suppliers, Upper Deck.

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

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

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

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


COLLINS & AIKMAN: Wants to Walk Away From Headquarter Leases
------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates say that
two unexpired leases associated with their corporate headquarters
in Troy, Michigan, are at substantially above-market rates.

The Headquarter Leases are:

   -- Lease at 150 Stephenson Highway with Becker Ventures; and

   -- Lease at 250 Stephenson Highway with Becker Ventures.

The Debtors have attempted to negotiate with Becker Ventures to
adjust the lease terms.  However, negotiations have been
unsuccessful.  As a result, the Debtors are simultaneously
exploring several opportunities for alternative space with
substantially lower rates.

The Debtors also inform Judge Rhodes of the U.S. Bankruptcy Court
for the Eastern District of Michigan that in light of General
Motors' recent announcement that it would be closing its Oklahoma
City plant within the next few months, there's no reason for them
to continue operating their Oklahoma City facility, and to
continue their Oklahoma unexpired lease.

The Debtors lease premises from Mid America II, LLC, at the Mid
America Business Park, Building Two, 8121 Mid America Boulevard
located in Oklahoma City.

The Debtors seek the Court's authority to reject the Headquarters
Leases effective June 30, 2006, and the Oklahoma Lease, effective
July 15, 2006.

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: Agrees to Pay $259,876 as Adequate Protection
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, Collins & Aikman Corporation, its
debtor-affiliates and Heidel North America, Inc., agree that in
satisfaction of all claims that Heidel may hold against the
Debtors on account of certain tooling equipment, the Debtors will
pay Heidel North $259,876 as adequate protection payment.

Heidel withdraws its request to lift the automatic stay in its
entirety.

As reported in the Troubled Company Reporter on Nov. 29, 2005,
Heidel asked the U.S. Bankruptcy Court for the Eastern District of
Michigan to lift the automatic stay to allow it to regain
possession of its tooling.

Heidel has a properly perfected lien under the Michigan Special
Tools Lien Act and a recorded UCC-1 financing statement.  Heidel
is owed no less than $259,876, says Robert Bassel, Esq., at Kemp,
Klein, Umphrey, Endelman & May, PC.

Mr. Bassel asserts that pursuant to Sections 361 and 362 of the
Bankruptcy Code, Heidel is entitled to adequate protection of its
interests, which the Debtors still have not provided.

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: Moves to Reject 15 Contracts and Leases
---------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates have
identified 15 contracts and leases that are no longer integral to
their ongoing business operations, or present burdensome
contingent liabilities.  To reduce costs, the Debtors seek the
Court's authority to reject these contracts and leases effective
Jan. 5, 2006.

The Rejected Contracts and Leases include 11 Service Agreements
with IOS Capital, Inc., for rental of office equipment that the
Debtors no longer need.

In addition, the Debtors seek authority from the U.S. Bankruptcy
Court for the Eastern District of Michigan to reject an Indian
Design and Engineering Center Agreement with Satyam Venture
Engineering Services Pvt. Ltd., and equipment leases with:

   -- Pitney Bowes Credit Corporation, dated September 24, 2004;

   -- The Perfect Water Co., LLC, dated January 31, 2003; and

   -- IKON Office Solutions, Inc., dated July 9, 2001.

"If the Court grants the relief requested . . . the Debtors will
save a significant amount per month in expenses.  Furthermore,
the Rejected Agreements may present contingent obligations that
should be terminated to avoid future uncertainty," Marc J.
Carmel, Esq., at Kirkland & Ellis LLP, in New York, explains.

                         Satyam Responds

Steven A. Matta, Esq., at Garan, Lucow, Miller, P.C., in Troy,
Michigan, argues that the services of Satyam Venture Engineering
Services Pvt. Ltd. are essential to the Debtors' operations.

For this reason, Satyam asks the Court to deny the Debtors'
request as it relates to the Indian Design and Engineering Center
Agreement.

It is not clear if the Debtors have taken appropriate steps to
analyze the potential problems if Satyam's services are not
provided, Mr. Matta says.

The Debtors are prohibited from soliciting or hiring any of
Satyam's personnel for a specific duration as indicated in the
contract, Mr. Matta adds.

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)


CREDIT BASED: Fitch Affirms BB Rating on Class B-2 Certificates
---------------------------------------------------------------
Fitch Ratings has upgraded four, affirmed five, and placed two
classes on Rating Watch Negative from three Credit Based Asset
Servicing and Securitization LLC issues:

   Series 2000-CB2

     -- Class M-2 upgraded to 'AAA' from 'A';
     -- Class B is upgraded to 'A' from 'BBB'.

   Series 2000-CB4

     -- Class A1-A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 rated 'BBB,' placed on Rating Watch Negative;
     -- Class B-2 rated 'BBB-,' placed on Rating Watch Negative.

   Series 2002-CB1

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

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$33.23 million of outstanding certificates.  The upgrades reflect
an improvement in the relationship of CE to future loss
expectations and affect approximately $63.22 million in
outstanding certificates.  The classes placed on Rating Watch
Negative reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $1.95 million of
outstanding certificates.

The above transactions, with the exception of series 2000-CB4,
have failed their respective loss triggers, which has prevented
the trusts from paying principal to the subordinate bonds and has
also prevented a step down of the OC target.  Thus, CE has grown
significantly on a percentage basis, benefiting the senior and
mezzanine bonds on the trusts.  The significant increase in the CE
percentage due to the failed triggers has led to upgrades in some
cases.

By contrast, the targeted OC amount of series 2000-CB4 did step
down on the stated date of December 2003.  For the greater part of
the last year, the transaction passed delinquency triggers and
principal was allocated to the subordinate bonds.  However, losses
in the past few months have resulted in the OC depleting, reducing
the CE to the most subordinate bonds.  Fitch will closely monitor
the relationship of excess spread to monthly losses in the coming
months.

Series 2000-CB2 consists of closed-end, fixed-rate and
adjustable-rate mortgage loans.  At origination, 15% of the
mortgage loans were reperforming mortgage loans.  C-BASS considers
a loan to be reperforming only after the receipt of at least three
monthly payments in the past three months, four monthly payments
in the past four months, or five monthly payments in the past five
months.

Series 2000-CB4 consists of conventional fixed-rate and
adjustable-rate mortgage loans extended primarily to subprime
borrowers.  At origination, approximately 10% of the mortgage
loans were FHA insured or VA guaranteed.  The mortgage loans in
the trust were originated or acquired by various entities.

Series 2002-CB1 consists of fixed- and adjustable-rate mortgage
loans extended to subprime borrowers.  At origination, 7.68% of
the mortgage loans were FHA insured and VA guaranteed and
approximately 52% were subperforming or reperforming mortgage
loans.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is rated 'RPS1' by Fitch.  'RPS1' is the
highest servicer rating available from Fitch.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch ratings
Web site at http://www.fitchratings.com/


CREDIT SUISSE: Fitch Affirms Junk Rating on $5.1MM Class N Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2004-FL1:

     -- $15.8 million class C to 'AAA' from 'AA+';
     -- $12.8 million class D to 'AAA' from 'A+';
     -- $6.8 million class E to 'AA+' from 'A-';
     -- $11.1 million class F to 'A+' from 'BBB+';
     -- $13.2 million class G to 'BBB+' from 'BBB-';
     -- $10.7 million class H to 'BB+' from 'BB';
     -- $6 million class J to 'BB' from 'BB-';
     -- $5.6 million class K to 'BB-' from 'B+';
     -- $4.7 million class L to 'B+' from 'B';
     -- $6.4 million class M to 'B' from 'B-'.

In addition, Fitch affirms these classes:

     -- $84.9 million class A at 'AAA';
     -- Interest-only class A-X at 'AAA';
     -- Interest-only class A-Y-1 at 'AAA';
     -- Interest-only class A-Y-2 at 'AAA';
     -- Interest-only class A-Y-3 at 'AAA';
     -- $26.3 million class B at 'AAA';
     -- $5.1 million class N at 'CCC'.

Fitch does not rate the $14.4 million class O or the $1 million
class P certificates.

The rating upgrades are due to the increase in subordination
levels resulting from the payoff of four loans since Fitch's last
ratings action.  As of the December 2005 distribution date, the
pool has paid down 34.2% to $224.9 million from $341.9 million at
issuance.

The remaining pool consists of 15 floating-rate loans, the
majority of which are interest-only.  The loans mature between May
2006 and April 2007, with the two loans maturing in May 2006
having single one-year extension options.

One loan, secured by a multifamily property in Pasadena, Texas,
was transferred to the special servicer after the borrower failed
to make the required balloon payment in October 2005.  The loan is
performing under a forbearance agreement, whereby the borrower is
required to pay monthly principal in addition to scheduled
interest.  Under the current agreement, the borrower has until
February 2006 to obtain refinancing and pay off the loan.

The largest loan in the transaction, the Alliance FH Portfolio, is
collateralized by four multifamily properties located in Houston,
Austin, Dallas, and Indianapolis.  Annualized net cash flow for
the portfolio as of the third quarter 2005 declined by 41.3% since
issuance due to declines in occupancy and rental rates at the
properties.

Fitch is concerned with the overall decline in performance of the
pool, as the total NCF of the 15 loans has dropped by 18.3% as of
the most recent financial period available compared to issuance.
However, due to the substantial paydown and subsequent increases
in credit enhancement, upgrades are warranted.


D & K STORES: Confirmation Hearing Set for January 26
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Jan. 26, 2006, at 11:00 a.m. to consider the
merits of D & K Stores, Inc.'s Chapter 11 Plan of Liquidation.

Objections to the Plan, if any, must be filed with the Court by
January 19.

As previously reported, the Debtor's management analyzed the
possibilities of reorganizing through downsizing to a business
model with fewer retail outlets.  The Debtor ultimately concluded
that no amount of downsizing would result in an economically
viable business operation.

                     Terms of the Plan

The Debtor's only secured creditor, OceanFirst, was fully paid on
July 29, 2005.

General unsecured creditors, owed approximately $10,000,000, will
share pro rata from proceeds of the sale of the Debtor's assets.

Equity holders won't receive anything under the Plan.

After confirmation of the Plan, Clear Thinking Group, LLC, will be
appointed as Plan Administrator.  Clear Thinking will be
responsible to liquidate the Debtor's assets, litigate avoidance
actions and make distributions to creditors.

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

   http://www.researcharchives.com/bin/download?id=051214212025

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D. N.J. Case
No. 05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann,
Fischer & Shaver, LLC, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts from $10 million to $50 million.


DELPHI CORP: Court Approves Ernst & Young as Tax Consultants
------------------------------------------------------------
Delphi Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
authorization to employ Ernst & Young LLP to provide Sarbanes-
Oxley, valuation, and tax related services, effective October 8,
2005.

John D. Sheehan, vice president and chief restructuring officer
of Delphi Corp., relates that Ernst & Young is well experienced,
and is well respected for services it has rendered in large,
complex Chapter 11 cases on behalf of debtors and creditors
throughout the United States.

Pursuant to separate engagement letters, Ernst & Young will
provide these services to the Debtors:

  I. Functional Testing

     * Assist the Debtors' management in the planning and
       execution of its functional testing of internal controls
       over financial reporting for the Debtors' significant
       accounts and processes, and to report any findings and
       recommendations for improvements in the controls the Firm
       may identify as a result of this assistance.

II. IT SOX 404 Support and Segregation of Duties

     * Assist Delphi IT in assessing, testing and remediating the
       IT General Computer Controls environment for applications
       supporting financial processes in compliance with the
       Sarbanes Oxley Section 404 legislation.

     * Assist in the remediation of Segregation of Duties, which
       includes organizing and analyzing relevant end user
       security data against defined business conflicts,
       providing subject matter expertise on the required user
       access/profile clean-up, and supporting the design and
       implementation of preventive and detective processes/
       tools.

     * Provide resources to support the Debtors with certain
       deliverables as required.

III. Assistance with Delphi Corporate Accounting Policies

     * Assist the Debtors' management in the development of the
       organization, format and content update of its Delphi
       Corporate Accounting Policies manual, with primary
       emphasis on providing the Debtors with recommended updates
       to the DCAP to reflect references to, or descriptions of,
       current U.S. Generally Accepted Accounting Principles that
       may be applicable to the Debtors.

IV. Certus Implementation Assistance

     * Assist the Debtors in the implementation of the Certus
       Sarbanes Compliance Tool, including assistance in
       identifying functional/technical requirements, and
       working with Certus and Management of the Debtors to
       implement the application in accordance with those
       requirements.

     * Assist in the completion of various activities, including
       (i) general project management responsibilities with
       direction from the Debtors; (ii) assistance in documenting
       the functional, technical, and system requirements; (iii)
       assistance in designing the tool functionality according
       to the Debtors' specifications; (iv) assistance in the
       design and execution of integrated testing; and (v)
       assistance in the development and deployment of user
       training.

     * Provide resources to support the Debtors with developing
       deliverables which the Debtors deem appropriate for the
       project.

  V. Loan Staff Assistance

     * Provide professional personnel for the purpose of
       assisting the Debtors with the documentation process
       related to specific projects as mutually agreed by the
       Debtors and Ernst & Young.

VI. Valuation Services

     * Provide services relating to the Debtors' Financial
       Accounting Standard Board's Statement No. 142 Goodwill and
       Other Intangible Assets analysis.

VII. Tax Services

     * Provide research, compilation of data, and analysis with
       respect to the application of Section 382 of the Internal
       Revenue Code.

Ernst & Young will be paid at these customary hourly rates:

   -- For functional testing and assistance with the Delphi
      Corporate Accounting Policies:

        Partner/Principal                     $330
        Senior Manager                        $285
        Manager                               $260
        Senior                                $145
        Staff                                 $116

   -- For IT SOX 404 and SOD support and Certus implementation
      assistance:

        Partner/Principal                     $330
        Senior Manager                        $285
        Manager                               $260
        Senior                                $215
        Staff                                 $155

   -- For loan staffing services:

        Partner                               $330
        Senior Manager                        $285
        BRS Manager                           $260
        Core Assurance Senior                 $180
        BRS Senior                            $145
        Staff                                 $116

   -- For valuation services:

        Partner/Principal                     $425
        Senior Manager                        $350
        Manager                               $275
        Senior                                $225
        Staff                                 $175

   -- For tax services:

        Partner/Principal                     $650 to $750
        Senior Manager                        $550 to $650
        Manager                               $500 to $600
        Senior                                $400 to $500
        Staff                                 $200 to $300

Ernst & Young will also be reimbursed for actual expenses.

Ernst & Young may subcontract a portion of its responsibilities
to other member firms of Ernst & Young Global Limited.  Before
the Petition Date, Ernst & Young provided Sarbanes-Oxley services
to the Debtors under the same subcontracting arrangement with the
EYGL member firms and, at the Debtors' request, have continued
this arrangement.

Mr. Sheehan assures the Court that the subcontracting arrangement
is beneficial to the Debtors' estate because:

   (i) through an integrated approach to the provision of
       professional services, Ernst & Young and the other EYGL
       member firms are able to provide a cohesive network
       worldwide of quality and efficiency to the Debtors; and

  (ii) having Ernst & Young act as the clearinghouse for invoices
       submitted by the EYGL member firms will be more convenient
       to the Debtors by allowing billing to be centralized
       through a single invoice that settles budgeting and
       foreign currency issues.

The Debtors paid Ernst & Young $6,272,138 in the 90 days leading
up to the Petition Date and $8,907,968 in the 12 months
immediately preceding the Petition Date for Sarbanes-Oxley,
valuation, and tax services.

As of the Petition Date, Ernst & Young had a $72,302 outstanding
balance due from the Debtors for prepetition Sarbanes-Oxley,
valuation, and tax services rendered and expenses incurred.
However, the Debtors made $66,746 in overpayments to the Firm on
or before July 1, 2005.

The overpayments when applied toward the Prepetition Balance
would result in a $5,556 adjusted outstanding balance due from
the Debtors for prepetition services and expenses rendered.
Ernst & Young's employment by the Debtors was conditioned upon
Ernst & Young waiving the Adjusted Prepetition Balance.

On Nov. 1, 2005, Ernst & Young invoiced the Debtors for
$649,714 on account of Sarbanes-Oxley and valuation services
rendered between Oct. 8, 2005, and Oct. 31, 2005.  The Firm
has not received any postpetition payments from the Debtors.

The Debtors and Ernst & Young agree to indemnify each other with
respect to claims, causes of action, and liabilities in
connection with the Engagement.  However, neither party will be
liable for consequential, punitive, or special damages.

The total aggregate liability of Ernst & Young in connection with
the services to be provided to the Debtors will be limited to
three times the professional fees paid by the Debtors in respect
of those services.

Randall J. Miller, a partner at Ernst & Young, discloses that
Latham & Watkins represented Ernst & Young in connection with its
attempts to be retained in the Debtors' Chapter 11 cases prior to
Latham's appointment as counsel to the Official Committee of
Unsecured Creditors.

Mr. Miller also informs the Court that Citigroup (Citibank,
N.A.), Sun Trust Bank, Metropolitan Life Insurance Company, and
Fidelity Investment Institutional Operations Company, Inc., which
are parties-in-interest in the Debtors' Chapter 11 cases, are
lenders to or 401(k) service providers for Ernst & Young.

Ernst & Young and certain EYGL Member Firms have provided
financial or tax due diligence to five entities in connection
with the possible acquisitions of certain domestic and foreign
affiliates of Delphi, Mr. Miller further discloses.  He reports
that an EYGL member firm in Belgium is currently providing
certain due diligence services to an entity regarding a possible
acquisition of a business segment of Delphi.

Mr. Miller assures the Court that Ernst & Young and its
professionals are "disinterested persons," as that term is used
in Section 101(14) of the Bankruptcy Code, and are otherwise
eligible to be employed under Section 327(a) of the Bankruptcy
Code.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: UAW Wants to Join Unsecured Creditors Committee
------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America asks the U.S. Bankruptcy
Court for the Southern District of New York to direct the Office
of the United States Trustee to appoint it to the Official
Committee of Unsecured Creditors of Delphi Corporation and its
debtor-affiliates.

UAW Attorney Babette A. Ceccotti, Esq., at Cohen, Weiss and Simon
LLP, in New York, relates that by letter dated October 20, 2005,
the UAW asked the U.S. Trustee to reconsider its decision not to
appoint the UAW to the Creditors Committee.  However, the U.S.
Trustee declined to change the composition of the Committee
without offering any specific rationale for declining.  The U.S.
Trustee insisted that the UAW's claims are adequately represented
by the Creditors Committee as constituted.  Further efforts by
the UAW to resolve the matter since December 14, 2005, have been
unsuccessful.

"It is perhaps understandable that the Committee is now
accustomed to its current membership and does not wish [to]
absorb new members," Ms. Ceccotti says.  "But the Committee's
collegial working relationship and its 'voting composition' do
not satisfy the requirement that [it] adequately represent the
diverse interests in the [Debtors' Chapter 11 cases].  Nor does
the fact that the UAW may be 'well-represented' in the [Debtors'
cases] bear upon whether the Committee meets the statutory
requirement in the absence of UAW's participation."

The UAW is the exclusive collective bargaining representative of
24,000 employees of Delphi, nearly half of the Debtors' domestic
workforce, Ms. Ceccotti informs the Court.  UAW-represented
employees are employed in 21 facilities that manufacture and
produce products ranging from automotive steering components,
fuel systems, climate control systems, instrument panels,
batteries and related battery components, valve trains, and
electronic devices like audio systems and ignition and steering
electronics.

The UAW, Ms. Ceccotti adds, is the "authorized representative,"
as that term is defined in Section 1114(c) of the Bankruptcy
Code, of approximately 9,800 retirees and their surviving spouses
currently receiving collectively bargained retiree health
benefits.

The UAW asserts $30,025,000 in accrued vacation and other paid
time off obligations, and $4,600,000,000 in retiree health
insurance benefits against the Debtors.  Thus, the UAW is one of
the largest unsecured creditors in the Debtors' cases, Ms.
Ceccotti maintains.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Creditors Panel Hires Mesirow as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Delphi
Corporation and its debtor-affiliates' chapter 11 cases requires
financial advisory services.  According to Terry Zale, co-
chairperson of the Creditors Committee, the Committee has selected
Mesirow Financial Consulting, LLC, because of its diverse
experience and extensive knowledge in the field of bankruptcy.
Mesirow is a wholly owned subsidiary of Mesirow Financial
Holdings, Inc.

By this application, the Creditors Committee sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
authority to retain Mesirow, nunc pro tunc to October 19, 2005.

Mesirow will:

   (i) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including, but not limited to, schedules of
       assets and liabilities, statements of financial affairs
       and monthly operating reports;

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

(iii) review and analyze the reporting regarding cash collateral
       and debtor-in-possession financing arrangements and
       budgets, including changes in the collateral base and
       impact on availability;

  (iv) assist with identifying, analyzing and evaluating
       potential cost containment and liquidity enhancement
       opportunities;

   (v) review and analyze the Debtors' proposed business plans
       and the business and financial condition of the Debtors
       generally, including but not limited to:

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

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

        (c) assisting with identifying and analyzing potential
            operational improvement and facility utilization;

        (d) analyzing assumption and rejection issues regarding
            executory contracts and leases;

        (e) analyzing relationships with major customers;

        (f) analyzing labor and labor-related costs relative to
            Section 1113 and 1114 activities;

        (g) analyzing the impact of negotiations and potential
            resolution of issues with General Motors Corporation;

        (h) analyzing proposed plant closures and asset sales;
            and

        (i) analyzing the Debtors' financial results as compared
            to projected results;

  (vi) assist in evaluating the viability of reorganization
       strategies and alternatives available to the creditors;

(vii) analyze enterprise, asset and liquidation values;

(viii) advise and assist on tax related matters including, but
       not limited to, consequences of proposed plans of
       reorganization;

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

   (x) assist with the review of any financial information
       provided in connection with the plan and disclosure
       statement;

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

(xii) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance
       actions, claims issues or any other matters as deemed
       appropriate by the Committee; and

(xiii) perform other functions as requested by the Committee or
       its counsel.

Mesirow will endeavor when possible to work with the other
retained professionals cases so as to avoid duplicating work or
creating unnecessary work.  Jefferies & Company will provide
financial advisory services complementary to those provided by
Mesirow.

Mesirow will be paid at its customary hourly rates:

        Senior Managing Directors             $590 to $650
        Managing Directors                    $590 to $650
        Senior Vice Presidents                $480 to $570
        Vice Presidents                       $390 to $450
        Senior Associates                     $300 to $360
        Associates                            $190 to $270
        Paraprofessionals                     $140

Mesirow will also seek reimbursement for necessary expenses
incurred, which will include travel, photocopying, delivery
service, postage, vendor charges and other out-of-pocket
expenses.

The Debtors and their estates will indemnify Mesirow for any
claims and liabilities in connection with the retention.

Larry Lattig, senior managing director at Mesirow, discloses that
Mesirow Financial Services, Inc., participated in the sale of
8.25% Cumulative Preferred Trust Securities of Delphi Trust I in
2003.

Mr. Lattig, however, assures the Court that Mesirow is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mesirow Financial has established an "Ethical Wall" between
Mesirow and other subsidiaries to prohibit Mesirow from sharing
of confidential information concerning the Debtors with any other
employees of Mesirow Financial, Mr. Lattig informs the Court.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EAST HOT SPRINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: East Hot Springs Multi-Purpose Municipal
        Owner's Improvement District 98-1 of Hot Springs, Arkansas
        c/o Alan C. King, Receiver
        Investment Specialties, Inc.
        One Innwood Circle, Suite 101
        Little Rock, Arkansas 72202

Bankruptcy Case No.: 06-70041

Chapter 11 Petition Date: January 12, 2006

Court: Western District of Arkansas (Hot Springs)

Debtor's Counsel: James E. Smith, Jr.
                  Smith Akins, P.A.
                  400 West Capitol Avenue, Suite 1700
                  Little Rock, Arkansas 72201
                  Tel: (501) 537-5111
                  Fax: (501) 537-5113

Total Assets: $1,072,000

Total Debts:  $2,613,322

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


EATON FERRY: Case Summary & 44 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Eaton Ferry Sales & Service, Inc.
             1865 Eaton Ferry Road
             Littleton, North Carolina 27850

Bankruptcy Case No.: 06-80033

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Eaton Ferry Too, LLC                       06-80034
      Eaton Ferry III, Inc.                      06-80035

Type of Business: The Debtors sell boats.  Eaton Ferry
                  also  offers boat servicing & storage.
                  See http://www.eatonferry.com/

Chapter 11 Petition Date: January 10, 2006

Court: Middle District of North Carolina (Durham)

Judge: William L. Stocks

Debtors' Counsel: Richard M. Hutson, II, Esq.
                  Hutson Hughes & Powell, P.A.
                  P.O. Drawer 2252-A
                  300 West Morgan Street, Suite 1500
                  Durham, North Carolina 27702
                  Tel: (919) 683-1561
                  Fax: (919) 683-1276

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Eaton Ferry Sales &         $1 Million to        $10 Million to
Service, Inc.               $10 Million          $50 Million

Eaton Ferry Too, LLC        $0 to $50,000        $1 Million to
                                                 $10 Million

Eaton Ferry III, Inc.       $50,000 to           $1 Million to
                            $100,000             $10 Million


A. Eaton Ferry Sales & Service, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Branch Banking & Trust Co.    Inventory - boats       $9,100,000
c/o Stephen L. Medlin         & real property
1583 East 10th Street         Value of security:
Roanoke Rapids, NC 27870      $7,500,000

GE Commercial Distribution    Inventory - boats       $7,500,000
Finance Corp.                 Value of security:
5595 Trillium Boulevard       $6,200,000
Schaumburg, IL 60192

Mercury Marine                Value of security:         $24,108
P.O. Box 96964                $12,000
Chicago, IL 60693

Yamaha Motor Corporation                                 $13,237

C. E. Enterprises, Inc.                                   $4,547

News & Observer                                           $4,037

N.C. Dept. of Revenue                                     $3,933

Bennington Marine Corporation                             $2,097

Prospect Electric                                         $1,779

Ellett Brothers                                             $887

Trader Web Services                                         $630

Load Rite Trailer                                           $578

MMAC                                                        $523

Fineline Industries                                         $522

New Pig Corp.                                               $457

DJ Canvas                                                   $445

American Honda Motor Co.                                    $424

Bennett Marine                                              $235

Jasper Engines                                              $200

Womack Publishing Co.                                       $103

B. Eaton Ferry Too, LLC's 9 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
GE Commercial Distribution Finance Corp.      $7,500,000
5595 Trillium Boulevard
Schaumburg, IL 60192

New South Communications                            $902
P.O. Box 580451
Charlotte, NC 282580451

Total Control Softward Corporation                  $500
12010 Watson Road
North Little Rock, AR 721201594

BB&T                                                $378

Bell South Advertising & Publishing                 $374

Cary Chamber of Commerce                            $340

Campbell Law Observer                               $160

Robalo Boats LLC                                     $22

Chaparral Boats, Inc.                                $13

C. Eaton Ferry III, Inc.'s 15 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
GE Commercial Distribution Finance Corp.      $7,500,000
5595 Trillium Boulevard
Schaumburg, IL 60192

Eaton Ferry Sales & Service, Inc.                $11,362
1895 Eaton Ferry Road
Littleton, NC 27850

Chaparral Boats, Inc.                             $7,697
P.O. Drawer928
Nashville, GA 31639

Mercury Marine                                    $2,337

Paradise Inn, Inc.                                $1,122

Smith Mountain Laker.Com Magazine                   $572

BB&T Bankcard Corporation                           $403

Total Control Software Corp.                        $400

Asphalt Solutions                                   $384

Xerox                                               $363

Eaton Ferry II                                      $278

Campers Paradise                                    $137

Verizon                                             $118

R. H. Donnelley                                      $49

BSW, Inc.                                            $28


EPOCH INVESTMENTS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Epoch Investments, L.P., fka Empyrean Investment, L.P., delivered
its Schedules of Assets and Liabilities to the U.S. Bankruptcy
Court for the Southern District of New York, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property           $7,671,360
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $3,000,000
     Secured Claims
  E. Creditors Holding                          $7,985,000
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims
                               ------------    ------------
     Total                       $7,671,360     $10,985,000

Headquartered in New York, Epoch Investments, L.P., fka Empyrean
Investment, L.P.'s creditor, MarketXT Holdings, Inc., filed an
involuntary chapter 11 petition against the company on May 12,
2005 (Bankr. S.D.N.Y. Case No. 05-13470).  Alan Nisselson, Esq.,
at Brauner Baron Rosenzweig & Klein, LLP, is the chapter 11
Trustee of MarketXT Holdings.  Gabriel Del Virginia, Esq., of New
York, represents Epoch.  Leslie S. Barr, Esq., at Brauner Baron
Rosenzweig & Klein, LLP, represents Mr. Nisselson.  MarketXT
Holdings asserts a $2.5 million claim against Epoch.


FOAMEX INT'L: Wants Court to OK Solicitation and Voting Procedures
------------------------------------------------------------------
As previously reported, Foamex International Inc., and its debtor-
affiliates filed their Plan of Reorganization on Dec. 23, 2005,
and a hearing to consider the adequacy of their Disclosure
Statement explaining the Plan is scheduled for Jan. 26, 2006.

Concurrent with the recent filing of their Chapter 11 Plan and
the Disclosure Statement Hearing, the Debtors ask the Honorable
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware to approve a set of uniform noticing, balloting, voting
and tabulation procedures to be used in connection with asking
creditors to vote to accept the Plan.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, reminds Judge Walsh that Bankruptcy
Services LLC is the Debtors' notice and claims agent in their
Chapter 11 cases.  In that capacity, Bankruptcy Services will
inspect, monitor and supervise the solicitation process, serve as
the tabulator of the ballots and certify to the Court the voting
results.

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose that the date the Court enters an
order approving their Disclosure Statement be established as the
record date for determining which creditors are entitled to vote
on the plan and receive the solicitation forms and the ballots.

No later than 10 days after the Disclosure Statement Approval
Order is entered, the Debtors will transmit by first-class mail
to creditors entitled to vote on the Plan a solicitation package
containing copies of:

   (a) a written notice of:

       -- the Court's approval of the Disclosure Statement;

       -- the deadline for voting on the Plan;

       -- the date of the hearing to consider confirmation of the
          Plan; and

       -- the deadline and procedures for filing objections to
          the confirmation of the Plan;

   (b) the Plan and the Disclosure Statement;

   (c) a ballot, together with a self-addressed return envelope;

   (d) the Court's order approving the Disclosure Statement and
       the Solicitation Procedures Request; and

   (e) a letter on behalf of the Steering Committee of the Ad Hoc
       Committee of Senior Secured Noteholders in support of the
       Plan.

According to Ms. Morgan, on or before February 7, 2006, the
Debtors will publish the Solicitation Notice in:

      * The Wall Street Journal;
      * New York Times; or
      * USA Today.

The Debtors will distribute to voting creditors one or more
ballots in the form of Official Form No. 14, which has been
modified to address the particular aspects of the Debtors'
Chapter 11 cases and which include certain additional information
that they believe to be relevant and appropriate for each class
of claims.  The Ballots will be distributed to holders of Claims
in Classes 3 to 5:

   Ballot No. 1      Ballot for holders of Class 3 Claims that
                     are beneficial owners but not record
                     holders.

   Ballot No. 2      Master Ballot for holders of Class 3 Claims
                     that are beneficial owners but not record
                     holders.

   Ballot No. 3      Ballot for holders of Class 3 Claims that
                     are both beneficial owners and record
                     holders.

   Ballot No. 4      Ballot for holders of Class 4 Claims that
                     are beneficial owners but not record
                     holders.

   Ballot No. 5      Master ballot for holders of Class 4 Claims
                     that are beneficial owners but not record
                     holders.

   Ballot No. 6      Ballot for holders of Class 4 Claims that
                     are both beneficial owners and record
                     holders.

   Ballot No. 7      Ballot for holders for Class 4 Claims that
                     are beneficial owners but not record
                     holders.

   Ballot No. 8      Master ballot for holders of Class 4 Claims
                     that are beneficial owners but not record
                     holders.

   Ballot No. 9      Ballot for holders of Class 4 Claims that
                     are both beneficial owners and record
                     holders.

   Ballot No. 10     Ballot for holders of Class 5 Claims.

The Debtors ask the Court to direct the banks, brokerage firms or
agents through which beneficial owners hold notes to forward the
Solicitation Packages to the beneficial owners for voting.  The
bank, brokerage firm or agent will then summarize the individual
votes of its beneficial owners from their individual ballots on a
master ballot.  Ms. Morgan relates that this procedure adequately
recognizes the complex structure of the securities industry,
enables the Debtors to transmit materials to the Noteholders and
affords beneficial owners a fair and reasonable opportunity to
vote.

The Debtors will no longer transmit ballots to the known holders
of Administrative Claims, Priority Tax Claims, DIP Financing
Claims, Other Priority Claims (Class 1), Other Secured Claims
(Class 2), Intercompany Claims (Class 6) and Equity Interests in
Surviving Debtor Subsidiaries (Class 7) since these claimants and
equity interest holders are unimpaired.  Similarly, no ballots
will be sent to holders of Old Preferred Stock (Class 8),
Subordinated Claims (Class 9A), and Old Common Stock and Other
Equity Interests (Class 9B) since they are not entitled to
receive any distributions and are presumed to have rejected the
Plan.

Ms. Morgan says that any Unimpaired Party is entitled to receive
a copy of the Plan and Disclosure Statement on written request to
Bankruptcy Services or through the voting agent's Web site at
http://www.bsillc.com/

For the Ballots to be counted, they must be completed, properly
executed, and transmitted to Bankruptcy Services so as to be
received no later than March 23, 2006, at 4:00 p.m.

Solely for the purpose of voting to accept or reject the Plan,
and not for the purpose of allowance or distribution on account
of a claim, the Debtors propose that the amount of a claim used
to tabulate a vote should either be:

     (i) the claim amount listed in the Debtors' Schedules of
         Liabilities, provided that the claim is not contingent,
         unliquidated or disputed, and that no inconsistent proof
         of claim has been timely filed;

    (ii) the non-contingent and liquidated amount specified in a
         timely filed proof of claim, to the extent that claim is
         not subject to an objection; or

   (iii) the amount temporarily allowed by the Court for voting
         purposes, pursuant to Bankruptcy Rule 3018(a), after a
         request is brought and a hearing is held prior to the
         Confirmation Hearing.

Ms. Morgan explains that if a creditor casts a Ballot and the
relevant claim is the subject of an objection or a request for
estimation, the Debtors propose, in accordance with Rule 3018
that the creditor's Ballot will not be counted unless temporarily
allowed by the Court for voting purposes.  However, if the
Debtors' objection to a claim seeks a reclassification or
reduction, the claimant's Ballot will be counted.

Ballots cast by alleged creditors whose claims are not listed on
the Debtors' Schedules or are listed as disputed, contingent or
unliquidated, but are timely filed, will have their Ballots
counted toward satisfying Section 1126(c) of the Bankruptcy Code.
Creditors whose claims are listed in the Debtors' Schedules, but
who have not timely filed their proofs of claim, will not be
entitled to a Ballot, Ms. Morgan points out.

In addition, the Debtors propose that these voting procedures and
standard assumptions be used in tabulating the Ballots:

   1. Separate claims held by a single creditor in a particular
      class will be aggregated as if the creditor held one claim
      against the Debtors in such class, and the votes related to
      the claims will be treated as a single vote;

   2. A Ballot that partially rejects and partially accepts the
      Plan will not be counted;

   3. Ballots that fail to indicate an acceptance or rejection of
      the Plan or that indicate both acceptance and rejection of
      the Plan will not be counted;

   4. Only Ballots that are timely received with original
      signatures will be counted;

   5. Ballots sent through facsimile or e-mail will not be
      counted unless there is written consent from the Debtors;

   6. If a creditor casts more than one Ballot voting the same
      claim, the last Ballot received by Bankruptcy Services will
      be deemed to reflect the voter's intent and will supersede
      all prior Ballots;

   7. Ballots received after the Voting Deadline will not be
      counted unless there is an extension of the Voting
      Deadline with respect to that Ballot;

   8. The Debtors may, but are not required to, accept corrected
      Ballots to cure any defect after the Voting Deadline; and

   9. Beneficial Owner Ballots delivered directly to Bankruptcy
      Services and not included in the summary contained in
      Master Ballots will not be counted.  Banks and brokerage
      firms are required to retain for inspection purposes the
      original individual Beneficial Owner Ballots for one year
      following the effective date of the Plan.

The Debtors ask the Court to schedule the Confirmation Hearing on
April 7, 2006, at 10:00 a.m.

The Debtors propose that any objections to the confirmation of
the Plan must:

   -- be in writing;

   -- specify in detail the name and address of the objector, all
      grounds for the objection, and the amount of the claims or
      other interests held by the objector; and

   -- be filed so as to be received by the Court and the parties
      requesting to receive notice before March 23, 2006, at 4:00
      p.m.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: U.S. Trustee Amends Creditors Committee Membership
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints Steel Partners II, LP, to the Official Committee of
Unsecured Creditors in Foamex International Inc., and its debtor-
affiliates' Chapter 11 cases after Core Wealth Management --
represented by Andy Mitchell -- resigned as member.

The Creditors Committee is now composed of:

   1. Stuart Kratter
      Bank of New York
      101 Barclay Street, 8W
      New York, New York 10286
      Tel No.: (212) 815-5466
      Fax No.: (212) 815-5131

   2. Dana Cann
      Financial Analyst
      Pension Benefit Guaranty Corporation
      1200 K. Street, NW-Ste 340
      Washington, DC 20005-4026
      Tel No.: (202) 326-4020x3062
      Fax No.: (202) 326-4112

   3. Mark E. Schwarz
      Newscastle Partners, LP
      300 Crescent Court, Ste. 1110
      Dallas, TX 75201
      Tel No.: (214) 661-7474
      Fax No.: (214) 661-7475

   4. J. Donald Hamilton
      Lyondell Chemical Corporation
      1221 McKinney Street
      One Houston Center, Ste. 700
      Houston, TX 77010
      Tel No.: (713) 309-4980
      Fax No.: (713) 652-4542

   5. Candida Wolfram
      Shell Chemical LP
      910 Louisiana Street, 1454B
      Houston, TX 77002
      Tel No.: (713) 241-4181
      Fax No.: (713) 241-0372

   6. Donovan Williams
      439 Fairview Avenue
      Coventry, RI 02816
      Tel No.: (401) 615-2861

   7. Jack Howard
      Steel Partners II, LP
      590 Madison Avenue, 32nd Floor
      New York, NY 10022
      Tel No.: (212) 520-2308
      Fax No.: (212) 758-5789

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Creditors Panel Wants to Hire Kearney as Consultant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors and its advisors in
Foamex International Inc., and its debtor-affiliates' chapter 11
cases are focused on determining the true cash flow generation
capability of the Debtors' business and in assessing the degree
of reasonableness and reliability of the Debtors' projected
financial results which are central to their assumed enterprise
valuation.

The Creditors Committee aims to complete a comprehensive
operational improvement assessment of the Debtors' Dec. 1, 2005,
business plan.  The Creditors Committee relates that this
project is intended to last five to six weeks and will provide
highly valuable deliverables to the Committee, the Debtors and
other creditors of the bankruptcy estates.

Thus, Donald J. Detweiler, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware that the Creditors Committee needs a consultant to assist
it in time-critical tasks associated with analyzing and assessing
the Debtors' business, including quantifying the savings and
improvement potential available to them.

By this application, the Creditors Committee seeks the Court's
authority to retain A.T. Kearney, Inc., as its business
operational consultant.

Mr. Detweiler informs the Honorable Peter J. Walsh of the District
of Delaware Bankruptcy Court that A.T. Kearney is a leading global
management consulting firm, which provides assessments and
analyses across strategic, organizational, operational and
technological boundaries and has expertise in numerous fields
including consumer products and retail, process industries and
automotive and transportation.

The Creditors Committee expects A.T. Kearney to focus on
assessing improvement opportunities and quantifying savings in
three areas: supply chain, manufacturing and selling, general and
administrative.  Specifically, pursuant to an engagement letter
between the parties, the firm will:

   (a) conduct a comprehensive review of the Business Plan;

   (b) identify specific initiatives and opportunities that could
       improve the Debtors' operating performance;

   (c) quantify potential benefits associated with the new
       initiatives and validate anticipated benefits associated
       with existing initiatives;

   (d) assess the impact of new initiatives on the Debtors'
       ability to maintain and grow their customer base; and

   (e) prioritize initiatives with respect to estimated economic
       benefit, time to realize benefits and cost of
       implementation.

Mr. Detweiler says that A.T. Kearney's engagement with the
Creditors Committee will be complete in six weeks provided that
the Debtors cooperate and no unexpected events occur.

Under the Engagement Letter, A.T. Kearney will be paid a $500,000
flat fee.  The firm will also be reimbursed for actual out-of-
pocket expenses not exceeding 10% of the Flat Fee.

Doug Harvey, Vice President of A.T. Kearney, assures the Court
that the firm does not represent any interests adverse to the
Debtors or their estates and is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

However, Mr. Harvey discloses that A.T. Kearney is a subsidiary
of EDS, a creditor of the Debtors.  In the fourth quarter of
2005, EDS disclosed its intent to sell A.T. Kearney to a group
led by A.T. Kearney officers.  The close of the transaction is
expected to take place within January 2006.  Mr. Harvey attests
that A.T. Kearney does not and will not represent EDS.

Mr. Detweiler informs the Court that some portions of the factual
information attached to the Retention Application are
confidential.  Hence, the Creditors Committee also seeks the
Court's authority to file some exhibits under seal.

In addition, the Creditors Committee asks the Court to schedule a
hearing on the Retention Application on January 26, 2006, as the
results of the project to be led by A.T. Kearney are critical at
the confirmation hearing.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FREEDOM RINGS: Gets Open-Ended Deadline to File Notices of Removal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Freedom Rings, LLC, until May 15, 2006, or 30 days after the entry
of an order terminating the automatic stay, the time within which
it can file notices of removal with respect to pre-petition civil
actions pursuant to 28 U.S.C. Section 1452 and Rules 9006(b) and
9027 of the Federal Rules of Bankruptcy Procedure.

The Debtor gave the Court three reasons supporting the extension:

   1) since the petition date, the Debtor's time and efforts was
      focused on stabilizing its post-petition operations,
      assessing the viability of its franchise locations and
      determining whether to assume or reject leases for certain
      franchise locations, business equipment and vehicles;

   2) it will give the Debtor more opportunity to make fully-
      informed decisions about the removal of the civil actions
      and assure it does not forfeit valuable rights under 28
      U.S.C. Section 1452; and

   3) the Debtor's adversaries in the pre-petition civil actions
      will not be prejudiced because any party to a civil action
      that is removed may seek to have it remanded to the state
      court pursuant to 28 U.S.C. Section 1452(b).

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


GMAC COMMERCIAL: Fitch Junks Rating on $2.7MM Class O Certificates
------------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2001-C1 are downgraded by Fitch Ratings:

     -- $4.3 million class M to 'B-' from 'B';
     -- $4.3 million class N to 'CC' from 'B-';
     -- $2.7 million class O to 'C' from 'CC'.

In addition, Fitch affirms the following classes:

     -- $25 million class A-1 at 'AAA';
     -- $546.8 million class A-2 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $41 million class B at 'AA+';
     -- $32.4 million class C at 'A+';
     -- $13 million class D at 'A';
     -- $17.3 million class E at 'BBB+';
     -- $13 million class F at 'BBB';
     -- $13 million class G at 'BBB-';
     -- $25.9 million class H at 'BB+';
     -- $6.5 million class J at 'BB';
     -- $6.5 million class K at 'BB-';
     -- $13 million class L at 'B+'.

Class P has been fully depleted by realized losses.

The downgrades of classes M through O reflect decreased
subordination levels due to expected losses from the specially
serviced assets and the 10.2% increase in Fitch Loans of Concern
since Fitch's last rating action.  Fitch expects losses to
continue to erode the principal balance of class O.  As of the
December 2005 distribution date, the pool's aggregate principal
balance has been reduced 11.5%, to $764.7 million from
$864.1 million at issuance. Seven loans have already defeased.
Realized losses total $14.5 million to date.  Fitch has identified
20 loans as Fitch Loans of Concern, which include the specially
serviced assets and loans exhibiting low debt service coverage
ratios or low occupancy.

Currently, two assets are in special servicing.  The largest
specially serviced loan is secured by a 162-unit multifamily
property in Charlotte, North Carolina and is 90+ days delinquent.
The loan transferred to the special servicer in July 2005 due to
monetary default.  The borrower has requested debt service relief
due to negative cash flow at the property.

The second largest specially serviced asset is a 142-unit
multifamily property located in Irving, Texas and is real
estate-owned.  The special servicer is marketing the asset for
sale.  Based on the most recent appraisal value, losses are
expected upon liquidation.


GREYSTONE LOGISTICS: Amends Fiscal Year 2005 Annual Report
----------------------------------------------------------
On Aug. 26, 2005, Greystone Logistics, Inc.'s Board of Directors
concluded that the accounting treatment for the acquisition of the
assets of Greystone Plastics, Inc., as of Sept. 8, 2003, should
have provided for an allocation of a portion of the purchase price
to place a value on a customer contract in effect at the time of
the acquisition.

Greystone calculated this value to be $2,855,332 based on the
estimated present value of the future profits to be derived from
sales to such customer.  Further, the accounting treatment for the
value of the customer contract should provide for the amortization
of such cost over the estimated life based on unit sales.

                 Restated Fiscal 2005 Results

In its restated financial results for the fiscal year ended
May 31, 2005, Greystone reported a $10,421,825 net loss on
$9,305,534 of sales, as compared to a $3,854,853 net loss on
$6,964,943 of sales for the same period in the prior year.

The Company's balance sheet showed $9,476,103 in total assets at
May 31, 2005 and liabilities of $13,761,638, resulting in a
stockholders' deficit of approximately $4,285,535.

                    Going Concern Doubt

Murrell, Hall, Mcintosh & Co., PLLP, expressed substantial doubt
about Greystone's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended May 31, 2005 and 2004.  The auditing firm pointed to the
Company's significant losses from operations, lack of adequate
funding to maintain working capital and stockholders' deficits at
May 31, 2005.

Headquartered in Tulsa, Oklahoma, Greystone Logistics, Inc.,
through its wholly owned subsidiaries Greystone Manufacturing,
LLC, and Plastic Pallet Production, Inc. -- http://www.palweb-
plwb.com/ -- is engaged in the manufacture and marketing of
plastic pallets.


HIGH SCHOOL: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: High School Sports Publications, Inc.
        P.O. Box 1557
        Crown Point, Indiana 46308

Bankruptcy Case No.: 06-60060

Type of Business: The Debtor specializes in news
                  covering high school athletics.
                  See http://www.hssp.cc/

Chapter 11 Petition Date: January 13, 2006

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Lambert C. Genetos, Esq.
                  Kopko Genetos & Retson LLP
                  8585 Broadway, Suite 480
                  Merrillville, Indiana 46410
                  Tel: (219) 755-0400
                  Fax: (219) 755-0410

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Daniel J. Swift                  Guarantor of Debtor   $381,220
939 High Meadows Drive
Crown Point, IN 46307

Janice K. Swift                  Guarantor of Debtor   $381,220
939 High Meadows Drive
Crown Point, IN 46307

HFS Bank                         Loan                  $310,281
P.O. Box 487
555 East 3rd Street
Hobart, IN 46342

Premier Print                    Trade Debt            $117,310
118 South Clinton Street
Chicago, IL 60661

Bank Calumet                     Loan                   $91,200

Paul R. Condry                   Guarantor of Debtor    $91,220

Tonja E. Condry                  Guarantor of Debtor    $91,220

Migone Communications            Trade Debt             $57,704

Dickmyer & Company               Trade Debt             $48,000

PBCC                             Rejected Lease         $32,220

Pitney Bowes                     Trade Debt             $18,885

Office Depot                     Trade Debt             $10,927

Chase Corporate Services         Credit Card             $6,126

Sam's Club                       Trade Debt              $4,977


HIRSH INDUSTRIES: Has Until April 3 to Remove Civil Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended Hirsh Industries, Inc., and its debtor-affiliates'
period, until April 3, 2006, within which they can remove
prepetition civil actions.

The Debtors told the Court that they have concentrated on the
preparation of a chapter 11 plan and related negotiations.  Thus,
they were unable to determine which prepetition actions to remove.

The extension will give the Debtors more time to make fully-
informed decisions concerning removal of each action and will
assure that they don't forfeit valuable rights under section 1452
of the Bankruptcy Code.

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


HOME INTERIORS: Debtholders & Shareholders OK Debt Restructuring
----------------------------------------------------------------
Home Interiors & Gifts, Inc., reached an agreement in principle
with Highland Capital Management, L.P., which controls the
majority of Home Interiors' outstanding senior and senior
subordinated indebtedness and its principal shareholders with
regard to the terms of a comprehensive debt restructuring that
would, if successful, reduce the level of its outstanding
indebtedness and provide for near term operating flexibility under
its senior credit facility.  Any restructuring remains subject to
various closing conditions.

"With the support of our largest creditor and our principal
shareholders, I believe this agreement in principle enables us to
move to a restructuring that will allow the company to execute on
our long-term business plan and support our Decorating Consultants
and Employees," stated Mike Lohner, CEO of Home Interiors.

In connection with the execution of the agreement in principle,
Home Interiors obtained the requisite consent of affiliates of
Highland, as the holder of a majority of Home Interiors'
outstanding 10-1/8% senior subordinated Notes due 2008 to amend
the indenture governing the Notes to delete the requirement that
Home Interiors continue to file certain reports with the
Securities and Exchange Commission, including Forms 10-K, 10-Q and
8-K.  Accordingly, after determining that it had fewer than 300
holders of Notes, Home Interiors today filed with the SEC a Form
15 suspending its obligation to continue to file periodic and
other reports with the SEC.

Home Interiors expects to achieve ongoing cost savings by
terminating its reporting obligations.

Home Interiors & Gifts, Inc. -- http://www.homeinteriors.com/--  
is a member of the Direct Selling Association, and markets
exclusive home decorative products through non-employee,
independent decorating consultants in the United States, Puerto
Rico, Mexico and Canada.  Home Interiors & Gifts' premium brands
include Thomas Kinkade(R), Boehm at Home(TM) and the Better Homes
and Gardens Collection(R).

                       *     *     *

Moody's Investors Service's rated the company's 10-1/8% Senior
Subordinated Notes due 2008 at Ca.


JACOB LAUFER: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Jacob Laufer
        86-03 66th Avenue
        Rego Park, New York 11374

Bankruptcy Case No.: 06-40070

Chapter 11 Petition Date: January 11, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: M. David Graubard, Esq.
                  Kera & Graubard
                  240 Madison Avenue, 7th Floor
                  New York, New York 10016
                  Tel: (212) 681-1600
                  Fax: (212) 681-1601

Total Assets: $2,002,038

Total Debts:  $1,643,500

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
   New York City Transit Authority             $500
   Transit Adjudication Bureau
   130 Livingston Street
   Brooklyn, NY 11201


LEAR CORP: Moody's Affirms Ba2 Corporate Family & Notes' Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the long term debt ratings of
Lear Corporation, Corporate Family and Senior Unsecured at Ba2,
and revised the company's rating outlook to negative from stable.
The action flows from lowered expectations and limited visibility
of North American production volumes from its two largest
customers, GM and Ford, beyond what was contemplated in the
existing rating as well as ongoing challenges to the company's
profitability and cash flows.

In addition to uncertain production volumes, pressure on the
company's debt protection measures is anticipated to develop from:

   * the mix of vehicles which are produced;

   * margin pressure from elevated raw material costs and agreed
     customer price-downs; and

   * disbursements associated with the company's previously
     announced restructuring plans.

Ratings affirmed:

   * Corporate Family, Ba2

   * Senior Unsecured Notes, Ba2

   * Shelf registration for senior unsecured, subordinated, and
     preferred at (P)Ba2, (P)Ba3, and (P)B1 respectively

Lear filed a Form 8-K with the SEC on Jan. 11, 2006 covering:

   * an additional impairment charge to the carrying value of
     goodwill related to its Interior segment;

   * initiation of an analysis to determine a potential need for a
     valuation allowance against its U.S. deferred tax assets; and

   * certain income statement effects of consolidating two
     domestic joint ventures into its consolidated 2005 results.

The incremental goodwill impairment charge reflects a
deterioration of the commercial outlook for the interiors segment.
The potential need for a valuation allowance against the U.S.
deferred tax assets similarly arises from the company's operating
performance and current industry conditions.  While neither charge
will involve cash disbursements, they are emblematic of the very
challenging environment facing Lear's North American operations.
These conditions have deteriorated beyond those envisaged in July
2005 when the company's Corporate Family rating was lowered to Ba2
from Baa3.

Visibility of results for 2006 and beyond is also hindered by
uncertainties and elevated risks at GM and Ford whose North
American operations collectively represented 43% of 2004 revenues.
The ratings outlook for both GM and Ford is currently negative,
which, in part, incorporates pressure on their respective
performance from lower volumes in their truck and SUV product
offerings.  The latter segments continue to be important
contributors to Lear's revenue and operating profitability.  On
balance, the rating agency expects the combination of these
factors to negatively impact Lear's credit metrics over the
intermediate term.

Developments that could result in lower ratings include:

   * evidence of delays in achieving free cash flow generation;
   * debt/EBITDA deteriorating beyond 3.5 times; or
   * EBIT/Interest coverage consistently below 2 times.

Factors that could lead to a stable outlook include:

   * achieving and sustaining free cash flow to debt greater
     than 8%; and

   * EBIT/Interest coverage maintained at 3 times or higher.

Lear Corporation, headquartered in Southfield, Michigan, is an
integrator of automotive interiors, including:

   * seat systems,
   * interior trim, and
   * electrical systems.

The company had revenues of $17 billion in 2004 and has more than
110,000 employees in 34 countries.


LB-UBS: S&P Assigns Low-B Ratings to $49 Million Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2006-C1's
$2.46 billion commercial mortgage pass-through certificates series
2006-C1.

The preliminary ratings are based on information as of Jan. 12,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying mortgage loans, and the
geographic and property type diversity of the loans.  Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.48x, a beginning LTV of
97.9%, and an ending LTV of 90.2%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
            LB-UBS Commercial Mortgage Trust 2006-C1

                                                Recommended
      Class     Rating       Amount          credit support
      -----     ------       ------          --------------
      A-1       AAA          $64,000,000            30.000%
      A-2       AAA         $326,000,000            30.000%
      A-3       AAA          $92,000,000            30.000%
      A-AB      AAA          $94,000,000            30.000%
      A-4       AAA       $1,143,176,000            30.000%
      A-M       AAA         $245,597,000            20.000%
      A-J       AAA         $221,037,000            11.000%
      B         AA+          $15,350,000            10.375%
      C         AA           $27,630,000             9.250%
      D         AA-          $24,559,000             8.250%
      E         A+           $18,420,000             7.500%
      F         A            $21,490,000             6.625%
      G         A-           $21,489,000             5.750%
      H         BBB+         $24,560,000             4.750%
      J         BBB          $18,420,000             4.000%
      K         BBB-         $24,560,000             3.000%
      L         BB+          $12,279,000             2.500%
      M         BB            $9,210,000             2.125%
      N         BB-           $9,210,000             1.750%
      P         B+            $6,140,000             1.500%
      Q         B             $6,140,000             1.250%
      S         B-            $6,140,000             1.000%
      T         NR           $24,560,106               N/A
      IUU-1     NR            $7,200,282               N/A
      IUU-2     NR            $2,578,126               N/A
      IUU-3     NR            $3,551,311               N/A
      IUU-4     NR            $1,866,194               N/A
      IUU-5     NR            $1,276,095               N/A
      IUU-6     NR              $908,999               N/A
      IUU-7     NR              $960,210               N/A
      IUU-8     NR            $1,015,875               N/A
      IUU-9     NR            $1,076,524               N/A
      IUU-10    NR            $6,859,925               N/A
      R-I       NR                   N/A               N/A
      R-II      NR                   N/A               N/A
      R-III     NR                   N/A               N/A
      X-CP*     AAA       $2,250,748,000               N/A
      X-CL*     AAA       $2,455,967,106               N/A

       * Interest-only class with a notional dollar amount.
                        NR -- Not rated.
                     N/A -- Not applicable.


LMM DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LMM Development, Inc.
        12054 South Shannel Circle
        Riverton, Utah 84065

Bankruptcy Case No.: 06-20068

Chapter 11 Petition Date: January 11, 2006

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Gregory J. Adams, Esq.
                  McKay, Burton & Thurman
                  170 South Main Street, Suite 800
                  Salt Lake City, Utah 84101
                  Tel: (801) 521-4135
                  Fax: (801) 521-4252

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Leonard M. McKneely           Loan                       $18,000
1024 Bell Canyon Drive
Sandy, UT 84070

Marilyn S. Gilmore            Loan                       $15,000
12054 South Shannel Circle
Riverton, UT 84065

Spectrum Newspaper            Advertising                 $6,387
275 East Street,
George Boulevard
Saint George, UT 84770

Closet Concepts, Inc.         Closet components           $5,300
292 North 2230 East
Saint George, UT 84790

Riverwoods Mill               Hardware                    $3,760
316 East 1400 South, Suite A1
Saint George, UT 84790

Titan Stairs & Trim           Staircase                   $3,371
2013 East Middleton
Saint George, UT 84770


MAAX HOLDINGS: Posts $12.98 Million Net Loss in Third Quarter
-------------------------------------------------------------
MAAX Holdings, Inc. reported earnings for the third quarter ended
Nov. 30, 2005.

Net sales for the third quarter of fiscal 2006 remained flat
against the same period last year at $131.5 million.  Net sales in
the company's bathroom sector increased by 2.2% against last year
to $107 million, but this increase has been offset by a similar
reduction in the combined net sales of our cabinetry and spa
sectors.  Operating income for the third quarter of fiscal 2006
decreased $9.3 million, from $13.6 million for the three months
ended Nov. 30, 2004, to $4.3 million for the three months ended
Nov. 30, 2005.

For the three months ended Nov. 30, 2005, the company incurred a
net loss of $12,983,000 compared to net income of $1,910,000 for
the three months ended Nov. 30, 2004.

Net sales for the nine months ended Nov. 30, 2005, increased 1.7%
to $406.9 million from net sales of $400.1 million for the nine
months ended Nov. 30, 2004.  Operating income for the nine months
ended Nov. 30, 2005 decreased $24.5 million, from $45 million for
the nine months ended Nov. 30, 2004, to $20.5 for the nine months
ended Nov. 30, 2005.

Lower consolidated operating income results from a significant
increase in the cost of certain raw material, from negative
variance in the change in fair market value of foreign exchange
contracts and from lower profitability in our kitchen and spa
sectors.

Free cash flow -- cash flow related to operating activities minus
capital spending net of asset disposal -- for the third quarter of
fiscal year 2006 was $13.7 million and $37.6 million for the nine
months ended Nov. 30, 2005.  This is a significant improvement
over the previous year and results from a reduction of investment
in the company's working capital year over year.  Total net debt
(long term debt less cash and cash equivalents of $12.6 million as
of November 30, 2005) amounted to $447.5 million as of Nov. 30,
2005 compared to $467.8 million as of Feb. 28, 2005, a $20.3
million reduction.

MAAX Holdings, Inc. -- http://www.maax.com/-- is a leading North
American manufacturer of award-winning bathroom products, kitchen
cabinets and spas for the residential housing market.  The
Corporation is committed to offering its customers an enjoyable
experience: distinctive, stylish and innovative products and the
best customer service practices in the industry.  MAAX offerings
are available through plumbing wholesalers, bath, kitchen and spa
specialty boutiques and home improvement centers.  The Corporation
currently employs more than 3,250 people in 24 manufacturing
facilities and distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of MAAX Holdings,
Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Quebec-based, bathroom fixtures manufacturer MAAX
Holdings Inc. to 'B-' from 'B'.

At the same time, Standard & Poor's lowered the rating on the
company's senior discount notes to 'CCC'.  In addition, the
ratings on subsidiary, MAAX Corp., including the secured bank
facility were lowered to 'B-' from 'B', and its senior
subordinated debt rating to 'CCC' from 'CCC+'.  The outlook was
revised to negative.


MATERIAL SCIENCES: Earns $2.2 Million in 3rd Qtr. Ended Nov. 30
---------------------------------------------------------------
Material Sciences Corporation (NYSE: MSC) reported results for the
third quarter and first nine months of fiscal 2006, ended Nov. 30,
2005.  Results from continuing operations exclude the results of
the company's Electronic Materials and Devices Group, which was
divested on June 20, 2005, and is reported as a discontinued
operation in the third quarter and year-to-date fiscal 2006
financial statements.  The same periods for the prior year results
of operations have been reclassified to reflect EMD as a
discontinued operation.

Net sales for the third quarter of fiscal 2006 were $74.8 million,
up 11.7% compared to sales of $67 million for the third quarter of
fiscal 2005.

In the third quarter, gross profit declined by 11.9% to
$13.1 million, or 17.5% of sales, from $14.9 million, or 22.2% of
sales in fiscal 2005.

Income from continuing operations for the three months was
$2.3 million, compared with income from continuing operations of
$3.4 million, last year.

Net income for the three months was $2.2 million, compared with
net income of $2.4 million, in the same period last year.

"The double digit increase in sales during the quarter reflected
strength in our Quiet Steel business, which grew more than 30
percent as an increasing number of automotive models using our
products came to market, but was partially offset by reduced
volumes in our coil coating business," Clifford D. Nastas, chief
executive officer for Material Sciences, said.  "While our gross
profit declined due to a combination of operating factors and
rising energy costs, we continued to implement supply chain
management, Six Sigma and lean manufacturing improvement programs
that are designed to reduce operating costs and improve margins."

                       Nine-month Results

For the first nine months of fiscal 2006, net sales were
$222.2 million, up 11.5% from $199.4 million for the same period
last year.  Income from continuing operations for the nine months
was $7.9 million, compared with $4.4 million, in the comparable
period of a year-ago.

Net income for the nine months ended Nov. 30, 2005, was
$5.9 million, compared with $1.6 million for the same period last
year.

                Adjustment to Preliminary Second
                   Quarter Fiscal 2006 Results

As the result of an update received in late December 2005
regarding an increase in the projected costs of remediation work
at a Superfund site in Gary, Indiana, the company recorded an
additional charge of $500,000 in the second quarter of fiscal 2006
from the preliminary results reported on Dec. 5, 2005.  The
updated report indicated that the projected remediation costs
would increase due primarily to an expected increase in the
duration of the remediation project, higher energy costs
associated with certain remediation techniques, and increased
oversight costs of the United States Environmental Protection
Agency.

Material Sciences Corporation - http://www.matsci.com/-- is a
leading provider of material-based solutions for acoustical and
coated metal applications.  MSC uses its expertise in materials,
which it leverages through relationships and a network of
partners, to solve customer-specific problems, overcoming
technical barriers and enhancing performance.  MSC differentiates
itself on the basis of its strong customer orientation, knowledge
of materials combined with the offer of specific value
propositions that define how it will create and share economic
value with its customers.  The company's stock is traded on the
New York Stock Exchange under the symbol MSC.

                          *     *     *

As reported in the Troubled Company Reporter, Material Sciences
Corp. identified a material weakness in internal controls over
accounting for income taxes as a result of the evaluation and
testing the company undertook as required under Section 404 of the
Sarbanes Oxley Act.  In effect, Material Sciences Corp. restated
prior period financial statements on Form 10-K/A to correct its
accounting for income taxes.


MATRIA HEALTHCARE: Moody's Affirms $485 Mil. Debts' Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Matria Healthcare, Inc.'s B1
corporate family rating and assigned ratings to the company's
proposed first and second lien credit facilities.  Despite the
significant increase to financial leverage as a result of Matria's
pending $445 million acquisition of CorSolutions Medical, Inc., a
privately-held provider of disease management solutions, the
ratings affirmation reflects an expectation of relatively low
integration risk and rapid debt reduction in the near term.

The ratings also acknowledge:

   * solid organic growth;

   * improving margins and scale; and

   * sharper focus on its core business pro forma for the intended
     acquisition and the company-announced plan for divesting
     Matria's Facet and Dia Real businesses.

The change in the ratings outlook to negative from stable reflects
the immediate need to reduce financial leverage and to improve
free cash flow generation.  Pro forma credit statistics are
stretched for the rating category, and there is little cushion to
absorb any shortfalls under Moody's expectations.

Rating affirmed:

   * Corporate Family Rating -- B1

Ratings assigned:

   * $30 million senior secured first lien revolver due 2011, B1

   * $245 million senior secured first lien Term Loan B
     due 2012, B1

   * $125 million senior secured first lien Term Loan C
     due 2007, B1

   * $85 million senior secured second lien Term loan due 2012, B3

   * The ratings outlook has been changed to negative from stable.

The ratings are subject to review of final documentation.

The affirmation of the B1 corporate family rating incorporates
Moody's expectation that Matria will continue to report organic,
pro forma annual sales growth of at least 15% and stable EBIT
margins over the near to medium term while improving operating
cash flow generation.  The rating also reflects the expectation
that Matria will maintain adequate liquidity and positive free
cash flow on a quarterly basis pro forma for the acquisition.

Positive factors reflected in the ratings include:

   * strong growth in the disease management business;

   * the company's intended divestiture of its non-core;

   * lower margin, slow growth diabetes businesses; and

   * Matria's improved scale as one of the U.S.'s largest disease
     management and wellness businesses.

The recent announcement that the company had reached a verbal
agreement on a $10 million settlement related to the qui tam
action filed against the company, which alleged improper claims
practices for Medicare payments by the company's divested Diabetes
Self Care, Inc. subsidiary, also supports the rating.

The ratings remain constrained by nominal near-term cash flow
generation relative to the total debt burden, high initial
financial leverage, and potentially increasing competition in the
disease management business.  The ratings incorporate concerns
about:

   * the company's ability to sustain growth;

   * integration risk associated with CorSolutions, Matria's
     largest acquisition to date;

   * Matria's comparatively small size (consolidated pro forma
     revenue of approximately $300 million); and

   * negative long term trends in the Women's and Children's
     Health segment, which over the past several years has
     experienced falling reimbursement rates and a decreasing
     patient census.

Moody's notes that Matria's near-term free cash flow generation
will be constrained by:

   * the recently announced $10 million qui tam claim settlement;

   * cash payments related to headcount reductions as part of the
     CorSolutions acquisitions; and

   * expected earnout payments related to Matria's previous
     Miavita and Winning Habits acquisitions.

The CorSolutions acquisition and subsequent asset divestiture are
expected to transform Matria into a pure-play disease management
company with significant scale, and dramatically transform the
company's capital structure (the company currently has nominal
debt).  While leverage is initially high for the B1 rating
category, Moody's believes this condition is temporary.  The
company has publicly stated its immediate intent to deleverage by
divesting two, non-core, diabetes supply businesses:

   * Facet (U.K.), and
   * Dia Real (Germany).

Additionally, Moody's believes that robust organic growth, margin
improvement and acquisition synergies should support the company's
ability to deleverage.

Moody's expects that the net proceeds from the sale of Facet and
Dia Real will be sufficient to paydown all if not most of the Term
C bridge loan.  The rating agency understands that the credit
agreement will require 100% of the net proceeds from asset sales
be used to prepay the Term C loan before being applied to
prepayment of the Term B loan.  Presuming these asset sales occur
as planned, which Moody's expects to occur in Q1'06, the rating
agency estimates that Matria's pro forma leverage (adjusted
debt/EBIT) would have been 6.1x at the end of 2005 (4.7x on an
adjusted debt/EBITDA basis).

Moody's anticipates that Matria/CorSolutions will generate
significant merger synergies given the similarities between the
two businesses, which should facilitate reducing leverage
(adjusted debt/EBIT) to roughly 4.4x (3.6x on an adjusted
debt/EBITDA basis) by the end of 2006.

The change of outlook to negative from stable reflects the
immediacy for Matria's to reduce financial leverage and to realize
acquisition synergies.  Stabilizing the outlook would require the
company to:

   * successfully execute the planned divestitures;

   * realize expected acquisition synergies; and

   * demonstrate and sustain expected top line growth, margin
     improvement and cash flow generation.

Matria's inability:

   * to reduce leverage,

   * to realize synergies,

   * to generate top line growth in excess of 20% coupled with
     margin improvement, or

   * otherwise grow cash flow

could trigger a rating downgrade.

The B1 rating assigned to the proposed first lien credit facility
reflects its priority position within Matria's capital structure
and Moody's view that Matria's enterprise value should provide
full coverage, under a distress scenario.  The preponderance of
first lien debt in the pro forma capital structure (i.e. 82% of
total debt at closing assuming the $30 million revolver to be
fully drawn -- 76% if assuming that the Term C bridge loan is paid
down shortly after the transaction closes with proceeds from the
aforementioned asset sales) precludes notching above the B1
corporate family rating.  All equity and assets of Matria and its
domestic subsidiaries secure the first lien credit facilities.
The facilities have upstream guarantees from the company's
domestic subsidiaries.

The B3 rating assigned to the proposed second lien bank debt
reflects the subordination to a sizable amount of first lien debt.
Given the absence of tangible equity and no expectation of
additional junior debt in the pro forma capital structure going
forward, the second lien loan would assume the bulk of loss
absorption in a default scenario.  A second priority perfected
interest in the collateral of the first lien facilities secures
the second lien term loan.  The second lien debt has the same
guarantee structure as the first lien facility.

Matria Healthcare, Inc., headquartered in Marietta, Georgia, is a
leading provider of disease management programs to health plans
and employers.  The company also:

   * manufactures and distributes products for the diabetes market
     through Facet Technologies; and

   * provides diabetes products, supplies and certain value-added
     services to patients in Germany.

The company has announced its intent to divest its diabetes
businesses.  For the twelve months ended Sept. 30, 2005, Matria's
revenues were $325 million.

CorSolutions, with revenues expected to be over $120 million in
2005, is a privately-held disease management company located in
Rosemont, Illinois.


MCI INC: 20 Officers Dispose of 2,559,020.478 Shares of MCI Stock
-----------------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
Jan. 9, 2006, 20 officers and directors of MCI, Inc., disclose
that they recently sold or otherwise disposed of their shares of
common stock in the Company:

                                                     Amount of
                                     Number of       Securities
Officer       Designation         Shares Disposed    Now Owned
--------      -----------         ---------------    ----------
Beresford,    Director                 7,796.612          0
Dennis R.

Blakely,      Executive V.P.         251,585.000          0
Robert T.     and C.F.O.

Briggs,       Pres. for              156,799.000          0
Fred M.       Operations & Tech

Capellas,     President            1,010,786.000          0
Michael D.    and CEO

Casaccia,     Executive VP,          131,485.000          0
Daniel L.     Human Resources

Crane,        EVP of Strategy        159,850.000          0
Jonathan C.   & Corp. Dev.

Crawford,     President for           80,026.000          0
Daniel E.     Int'l & Wholesale

Davenport,    Director                   475.888          0
Robert R.

Grant,        Director                 6,309.012          0
Gregory W.

Haberkorn,    Director                 6,309.012          0
Judith R.

Hackenson,    EVP, CIO                78,086.000          0
Elizabeth

Harris,       Director                 5,933.517          0
Laurence E.

Higgins,      EVP of Ethics          120,345.000          0
Nancy M.      & Bus. Conduct

Holder,       Director                 5,506.989          0
Eric H.

Huyard,       President, US          230,865.000          0
Wayne         Sales & Service

Katzenbach,   Director                 8,227.706          0
Nicholas Deb

Kelly,        Exec. VP &             184,723.000          0
Anastasia D.   General Counsel

Neporent,     Director                 5,655.525          0
Mark A.

Rogers, Jr.   Director                 7,509.217          0
Clarence B.

Trent, SVP    Comm. & Chief          100,747.000          0
Grace Chen    of Staff

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

                         *     *     *

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


MEDCARE TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: MedCare Transport, Inc.
        dba MedCare Ambulance
        P.O. Box 265
        Chillicothe, Ohio 45601-0265

Bankruptcy Case No.: 06-50098

Type of Business: The Debtor provides ambulance
                  transportation services.

Chapter 11 Petition Date: January 11, 2006

Court: Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: Grady L. Pettigrew, Jr., Esq.
                  Cox, Stein & Pettigrew Co., LPA
                  115 West Main Street, Suite 400
                  Columbus, Ohio 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
IRS-Special Procedures        Tax obligation            $500,000
District Director,
Insolvency Section
P.O. Box 1579
Cincinnati, OH 45201

Medical Capital                                         $327,740
2100 South State
College Boulevard
Anaheim, CA 92806

Wells Fargo SBA Lending MN                              $265,000
MAC T5601012
P.O. Box 659700
San Antonio, TX 782860700

Ohio Bureau of Worker's                                 $159,281
Compensation

David Morrow                                            $127,584

Wells Fargo SBA Lending MN                              $100,000

American Express              Credit card charges        $70,512

Oak Hill Banks                                           $53,011

Bank One                                                 $44,097

American Express              Credit card charges        $32,096

Nationwide Credit Inc.                                   $28,415

Medical Claims Assistance,                               $18,350
Inc.

Key Banks                                                $16,520

U.S. Dept. of Labor                                       $8,559

Dayton Power & Light                                      $7,811

Well Fargo                                                $5,733

Ford Credit                                               $5,716

United Health Care                                        $4,552

Central Auto Parts                                        $4,537

The Dispatch Printing Co.                                 $4,525


MILE HIGH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mile High Capital Group, Ltd.
        9780 Mount Pyramid Court, Suite 300
        Englewood, Colorado 80112

Bankruptcy Case No.: 06-10106

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: January 13, 2006

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Joli A. Lofstedt, Esq.
                  Connolly, Rosania & Lofstedt, P.C.
                  390 Interlocken Crescent, Suite 490
                  Broomfield, Colorado 80021
                  Tel: (303) 661-9292
                  Fax: (303) 661-9555

Total Assets:  $5,990,000

Total Debts:  $13,879,059

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Argent Company               Noteholder          $2,900,000
540 North Cascade, Suite 102
Colorado Springs, CO 80903

Replacement Property             Debt                $1,352,420
Solutions, Inc.
7300 East Arapahoe Road
Englewood, CO 80112

Lori Fuller                      Debt                  $700,000
10263 Mica Way
Parker, CO 80134

B&G Excavating                   Debt                  $698,730
2482 Commerce Boulevard
Grand Junction, CO 81505-1214

Daniel and Kim Silverman         Debt                  $375,000
10808 Figtree Court
San Diego, CA 92131

Investment Property Funding      Debt                  $332,389
9780 Mt. Pyramid Court, Suite 300
Englewood, CO 80112

Sam Noel                         Noteholder            $360,000
6335 Oberon Road
Arvada, CO 80004

Replacement Property Solutions                         $240,216

Jeff and Adele Talmadge          Debt                  $218,494

Mountain View Electric           Debt                  $216,844

Woodmen Hills                    Debt                  $201,420

The Moore Group, Inc.            Debt                  $147,663

Shannon and Currey               Debt                  $134,500
Kathleen Kilkenny

Andrew McFaul                    Debt                  $127,930

Sam Noel                         Debt                  $126,283

Grand Valley Power               Debt                  $122,871

CG&M Concrete, Inc.              Debt                  $102,423

Superior Homes, Inc.             Debt                   $75,013

Harold Heckman                   Debt                   $70,000

Little John Engineering          Debt                   $65,854
Association


MORGAN STANLEY: S&P Rates $24 Mil. Certificate Classes at Low-B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2006-TOP21's
$1.3 billion commercial mortgage pass-through certificates series
2006-TOP21.

The preliminary ratings are based on information as of Jan. 12,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-AB, A-4, A-M, and A-J are currently being offered publicly.
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.92x, a beginning
LTV of 83.8%, and an ending LTV of 76.1%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                  Preliminary Ratings Assigned
            Morgan Stanley Capital I Trust 2006-TOP21

                                               Recommended
      Class     Rating       Amount         credit support
      -----     ------       ------         --------------
      A-1       AAA          $84,000,000           27.000%
      A-2       AAA         $251,300,000           27.000%
      A-3       AAA          $94,000,000           27.000%
      A-AB      AAA          $75,000,000           27.000%
      A-4       AAA         $500,174,000           27.000%
      A-M       AAA         $137,599,000           17.000%
      A-J       AAA          $92,880,000           10.250%
      B         AA           $25,800,000            8.375%
      C         AA-          $15,480,000            7.250%
      D         A            $20,639,000            5.750%
      E         A-           $10,320,000            5.000%
      F         BBB+         $13,760,000            4.000%
      G         BBB          $10,320,000            3.250%
      H         BBB-         $12,040,000            2.375%
      J         BB+           $8,600,000            1.750%
      K         BB            $3,440,000            1.500%
      L         BB-           $5,160,000            1.125%
      M         B+            $1,720,000            1.000%
      N         B             $1,720,000            0.875%
      O         B-            $3,440,000            0.625%
      P         NR            $8,600,558              N/A
      X*        AAA       $1,375,992,558              N/A

       * Interest-only class with a notional dollar amount.
                        NR -- Not rated.
                     N/A -- Not applicable.


MORGAN STANLEY: Fitch Lifts $21MM Class H Certs. to BBB- from BB+
-----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I, Inc.'s commercial
mortgage pass-through certificates, series 1997-C1:

     -- $19.2 million class F to 'AAA' from 'AA';
     -- $11.2 million class G to 'AA-' from 'A';
     -- $20.8 million class H to 'BBB-' from 'BB+'.

In addition, Fitch affirms these certificates:

     -- Interest only class IO-1 at 'AAA';
     -- $41.9 million class B at 'AAA';
     -- $38.4 million class C at 'AAA';
     -- $35.2 million class D at 'AAA'.

The $6.4 million class E and the $20.4 million class J
certificates are not rated by Fitch.

The upgrades are primarily the result of increased credit
enhancement levels due to loan payoffs and amortization.  As of
the December 2005 distribution date, the pool's collateral balance
has been reduced by 70% to $193.7 million from $640.7 million at
issuance. No loans are currently specially serviced or delinquent.

Fitch remains concerned with the increasing concentration of
healthcare loans.  However, these loans continue to perform, and
Fitch analyzed the concentration in the context of the entire
pool.  Given the increased credit enhancement and the limited
number of Fitch loans of concern, the upgrades to classes F, G,
and H are warranted.


MOULIN GLOBAL: Chapter 15 Petition Summary
------------------------------------------
Petitioner: Roderick J. Sutton

Debtor: Moulin Global Eyecare Holdings, Ltd.
        Hong Kong Club Building, 14th Floor
        3A Chater Road
        Central, Hong Kong
        China

Case No.: 06-30018

Type of Business: The Debtor designs, manufactures, distributes
                  and retails quality eyewear products to
                  customers worldwide.  of optical frames,
                  sunglasses, optical parts and accessories.
                  It is the largest eyewear manufacturer in Asia
                  and the third largest worldwide, with annual
                  production volume exceeding 15 million frames.
                  Moulin is headquartered in Hong Kong and is one
                  of the constituent stocks on the Hang Seng HK
                  SmallCap Index and Hang Seng Consumer Goods
                  Index under the Hang Seng Composite Index.
                  See http://www.moulin.com.hk/

Chapter 15 Petition Date: January 13, 2006

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Petitioner's Counsel: Patricia S. Mar, Esq.
                      Morrison and Foerster LLP
                      425 Market Street
                      San Francisco, California 94105-2482
                      Tel: (415) 268-7000

Financial Condition as of June 30, 2004:

      Total Assets: HK$3,626,433,000

      Total Debts:  HK$1,548,291,000


NORTHWEST AIRLINES: AMFA Members Reject Settlement Offer
--------------------------------------------------------
Striking members of the Aircraft Mechanics Fraternal Association
rejected Northwest Airlines' settlement offer on Dec. 30, 2005, by
a vote of 1258 no votes (57 percent) to 965 yes votes (43
percent).  AMFA National Director O.V. Delle-Femine commented on
the outcome:

"This is a victory for AMFA members and for unionism.  Our
striking members refused to bow down to Northwest's arrogant,
self-enriching management and will continue the strike against
this renegade, union-busting airline.  AMFA members approved
recent agreements with Alaska Airlines, Horizon Air and even
United Airlines in bankruptcy.  Only Northwest's management is
out to deny all its employees a living wage while awarding
themselves millions in frivolous bonuses.

"ALPA, IAM and the flight attendants should take note that
their failure to support AMFA encouraged Northwest to come after
them in the same way and did not weaken our resolve to fight for
our rights with dignity and professionalism.

"Unions outside of Northwest, especially the UAW and others
who have lent us financial and moral support, can take pride in
the fact that the vast majority of AMFA members have never
faltered even in the face of extraordinary economic pressure.
Many of our Northwest members have gone on to better things than
working for the unreformed Scrooges on this airline's management
team, but continue to support our brave strikers in person or in
other ways.  I could not be prouder."

AMFA's craft union is the largest labor organization in the
airline industry representing aircraft maintenance technicians
and related support personnel with over 18,000 members at
carriers including Alaska Airlines, United Airlines, Southwest
Airlines, Northwest Airlines, ATA, Independence, Horizon and
Mesaba Airlines.  AMFA's credo is "Safety in the air begins with
Quality Maintenance on the Ground".

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: Faces Lawsuit for 2004 Flight 708 Plane Crash
-----------------------------------------------------------------
One of the largest aviation litigation firms in the U.S., Motley
Rice LLC, announced that it has filed two major lawsuits against
Canada-based Bombardier Inc., as well as U.S. companies General
Electric, Honeywell, Northwest Airlines and KGS Electronics, and
others, on behalf of the families of captain Jesse Rhodes and
first officer Richard Peter Cesarz, victims of the crash of
Pinnacle Airways Flight 708, a Canadair Regional Jet (CRJ-200),
which took place on October 14, 2004 outside of Jefferson City,
Mo.  The flight, a regularly scheduled repositioning flight, had
originated in Little Rock, Ark., and was enroute to Minneapolis-
St. Paul for use in commercial flights.  No other passengers were
on board at the time of the incident.

Prior to the incident, the flight had already been postponed
once on the morning of October 14th, due to maintenance issues.
On-site technicians could not locate the problem, and
subsequently two Pinnacle mechanics flew in from Memphis,
Tennessee to identify and fix the aircraft.  The mechanics
verified a fault in the right air duct sensing loop.  The loop
was removed and replaced in the right engine.

At approximately 9:21 p.m., the plane took off. During
flight, the crew took the aircraft to the manufacturer's
authorized altitude ceiling of 41,000 feet.  Flight at this
altitude offers significantly better fuel economy.  Once at
41,000 feet, the aircraft was unable to hold altitude.  The crew
immediately asked air traffic control for permission to descend.
While waiting for permission, the plane experienced double engine
failure.  They repeatedly tried to re-start the engines using the
manufacturer's instructions, but all attempts failed.  The plane
dropped at a rate of 2500 to 5000 feet per minute and was headed
directly for a residential area.  In the final seconds of their
lives, the pilots steered the plane clear of homes sparing lives
on the ground, but losing their own.

A post crash investigation revealed that the Flight Data
Recorder (FDR) recovered from the scene recorded that the engine
core rotors (known as N2) did not begin to rotate with the
opening of pneumatic valves used for engine restarts.  This
phenomenon is known as "core-lock."  The post crash investigation
also revealed the GE CF-34-3B engines' oil pump malfunctioned and
that other components of the engines suffered from extensive heat
damage consistent with exposure to extreme high temperatures
during operation, resulting in the rotor blades failing to rotate
and suffering from the aforementioned core-lock, causing both
engines to fail all restart efforts by the crew after numerous
attempts to do so.

According to a March 2003 Boston Globe article regarding a
similar incident involving a Bombardier aircraft, GE had been
aware of the high-altitude, low oil pressure problem with the
engine but hid the information from Bombardier.

"Our clients, Mr. Rhodes and Mr. Cesarz, were operating
under approved guidelines at legal altitudes and did everything
in their power to restart the engines," stated Motley Rice
attorney and former U.S. Inspector General for the Department of
Transportation in Washington, D.C., Mary Schiavo "However, this
proved impossible because of core lock, oil pump malfunction,
faulty re-start instructions and other problems with the
aircraft.  It is a horrible tragedy that they had to die because
of these known engine problems.  With this litigation, we intend
to further the safety of our regional carriers, and safeguard
pilots and crew to enable the provision of safer flights for
their passengers."

Unfortunately, this crash is not an isolated incident for
our country's regional carriers.  Regional carriers, while
operating under the names of the larger airlines, often employ
foreign-built jets that may not receive the same level of
scrutiny as a major carrier aircraft.

"Examining all the problems on this aircraft and these
engines is very important not only to regional carriers, but also
to operators of private jets.  The engines and other parts and
equipment on the CRJ are identical to the Challenger CL 600, a
very popular corporate jet," said Marlon Kimpson, another of
Motley Rice's aviation attorneys.  "In recent years, several
Challengers have been involved in crashes."

"We want to bring to light systemic difficulties so problems
can be fixed and lives can be saved," added Motley Rice attorney
J.B. Harris.  "We hope the manufacturers of both the plane and
engines will be forthcoming and responsive to the problems, so
more fine pilots like Rhodes and Cesarz do not have to die trying
to do the impossible; start an engine in corelock."

Both cases were filed in Circuit Court in Broward County,
Florida and included the following defendants: Bombardier, Inc.,
Bombardier Aerospace Corporation, General Electric Company,
Honeywell International, Inc., Parker Hannafin Corporation,
Northwest Airlines, Inc., and KSG Electronics.

Motley Rice attorneys working on this case are Marlon
Kimpson, Esq., J.B. Harris, Esq., and Mary Schiavo, Esq.

                    About Motley Rice LLC

Motley Rice LLC -- http://www.motleyrice.com/-- is one of the
United States largest plaintiffs' litigation and aviation disaster
firms. Motley Rice attorneys have gained global recognition for
their pioneering work on behalf of asbestos victims, the State
Attorneys General in their landmark litigation against Big
Tobacco, and the 9/11 families in their groundbreaking lawsuit
against terrorist financiers.  Motley Rice attorneys continue to
seek justice in the areas of: aviation disasters, catastrophic
injury; complex case resolution; consumer and commercial fraud;
environmental hazards and contamination; medical negligence and
defects; occupational disease and toxic torts; and transportation
defects and mass disasters.

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: Wants to Reject 5 Contracts Effective Today
---------------------------------------------------------------
Pursuant to the Court-approved procedures for the rejection
of certain unexpired non-residential real property leases
and unexpired equipment leases, as well as other executory
contracts, Northwest Airlines Corp. and its debtor-affiliates
notify the U.S. Bankruptcy Court for the Southern District of New
York that these leases and contracts will be deemed rejected as of
January 16, 2006:

   (1) Lease Agreement, dated as of June 1, 1997, between New
       York City Industrial Development Agency and Northwest
       Airlines, Inc.;

   (2) Company Sublease Agreement, dated as of June 1, 1997,
       between Northwest Airlines and the New York City
       Industrial Development Agency;

   (3) Agreement of Lease (Lease No. AYA-850), dated as of
       October 1, 1974, as amended, between The Port Authority of
       New York and New Jersey, and Northwest Airlines;

   (4) Tax Regulatory Agreement, dated June 30, 1997, among the
       New York City Industrial Development Agency, Northwest
       Airlines, and the United States Trust Company of New
       York, as trustee;

   (5) Continuing Disclosure Agreement, dated June 1, 1997,
       between Northwest Airlines, Northwest Airlines
       Corporation, and the United States Trust Company of New
       York, as trustee.

                   The Port Authority Responds

In response to the Debtors' Rejection Notice, the Port Authority
of New York and New Jersey asks the Court to:

   (a) direct Northwest Airlines to continue to pay rent and any
       other expenses it incurs at the cargo facilities covered
       by Lease No. AYA-850, up to the date it actually vacates
       the premises;

   (b) direct Northwest Airlines to remove all its equipment,
       trade fixtures and personal property from the premises
       covered by Lease No. AYA-850 by January 16,2006, 12:00
       a.m., and leave the premises in a "broom clean"
       condition; and

   (c) extend the Port Authority's time to submit its claims
       arising out of the rejection of Lease No. AYA-850,
       including claims based on the physical and environmental
       condition of the leased property, to at least 60 days from
       the later of the effective rejection date or the date set
       by the Court for governmental entities to file proof of
       claims.

                      BNY Reserves Rights

The Bank of New York is successor to United States Trust Company
of New York under:

   (a) an Indenture Trust, dated June 1, 1997, with the New York
       City Industrial Development Agency, pursuant to which the
       New York City Industrial Development Agency Special
       Facility Revenue Bonds were issued; and

   (b) the Guaranty Agreement of the same date with Northwest
       Airlines Corporation and Northwest Airlines.

The principal amount of the outstanding Bonds is $32,795,000.

James Gadsden, Esq., at Carter Ledyard & Milburn LLP, in New
York, clarifies that BNY takes no position in the Debtors'
rejection of the June 1 Leases.

BNY, however, reserves all of its rights and claims under the
June 1 Leases and Contracts, the Indenture and other agreements
to which the Debtors are parties and under the Guaranty Agreement
pursuant to which BNY will assert claims against Northwest
Airlines and Northwest Airlines Corporation for the full amount
of the Guaranteed Obligations, including the principal of the
Bonds and the interest, rental payments under the Leases and all
other obligations of the Lease under the terms of the Lease
Agreement and the Tax Regulatory Agreement.

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)


NRG ENERGY: Fitch Rates Proposed $5.2 Billion Secured Debt at BB
----------------------------------------------------------------
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the proposed debt instruments.
The Rating Outlook is Stable.  The ratings have been initiated by
Fitch as a service to investors.

Recovery ratings by Fitch are:

   NRG Energy, Inc.

     -- $3.2 billion secured term loan 'RR1';
     -- $1 billion secured revolving credit line 'RR1';
     -- $1 billion secured synthetic letter of credit 'RR1';
     -- $3.2 billion senior unsecured notes 'RR4';
     -- $500 million mandatory convertible preferred stock 'RR6'

The ratings assignment follows Fitch's analysis of NRG's pending
acquisition of Texas Genco LLC in a transaction initially valued
at approximately $8.3 billion, which includes $2.5 billion of
existing TGN net debt.  Proceeds from the pending term loan B and
senior note transactions along with the planned issuance of
$1 billion of common stock and $500 million of mandatory
convertible securities will be utilized by NRG to fund the
$4 billion cash component of the acquisition and refinance
substantially all of the existing corporate debt of both NRG and
TGN.

Consequently, NRG will emerge with a relatively flat capital
structure with all debt residing at the parent holding company
level with the exception of approximately $800 million of
outstanding project level debt.  The acquisition financing
structure also includes the issuance of approximately $2 billion
of equity issued directly to TGN's sellers, a private equity
consortium consisting of The Blackstone Group, Hellman & Friedman,
Kohlberg Kravis Roberts & Co., and Texas Pacific Group.

In assigning the ratings for NRG, Fitch considered the initial
leveraging impact of the pending TGN purchase, the company's
operating profile and future cash flow prospects, and the
structural protections provided under the proposed secured credit
facilities.

Key credit strengths include:

     * NRG's attractive mix of low cost and efficient coal and
       nuclear baseload capacity,

     * the near-term cash flow certainty provided by NRG/TGN's
       portfolio of medium-term power sales agreements and fuel
       price hedges,

     * the anticipation that future capital spending related to
       potential environmental regulations will be manageable, and

     * the transaction structure, which requires free cash flow to
       be offered to the lenders for term-loan reduction.

Primary risk factors include:

     * the greater susceptibility of consolidated cash flows to
       changes in natural gas prices in 2009 and beyond,

     * high initial leverage relative to the potential volatility
       embedded in NRG's earnings and cash flow, and

     * a relatively aggressive corporate strategy, which could
       focus on further acquisitions and/or shareholder oriented
       activities.

Of NRG's approximately 23,000 megawatts of pro forma U.S.
installed net generating capacity, about 38% or 8,800 megawatts
consists of coal and nuclear baseload capacity sited in Texas and
the Northeast and Southeast regions. In each of these regions,
natural gas prices are expected to be the primary determinant of
market clearing prices for power, most profoundly in Texas where
natural gas will continue to be on the margin for most hours of
the day.  Given that baseload fuel and transportation costs are
largely fixed for the next several years, future returns derived
from the uncontracted portion of NRG's generating fleet will
largely be influenced by the future direction of natural gas
prices.  Mitigating factors include the cash flow certainty
provided by NRG's hedge position, which covers greater than 50% of
NRG's pro forma consolidated net revenues through 2008.

In addition, NRG's Northeast peaking fleet, which includes a
number of older vintage gas- and oil-fired plants, should continue
to benefit from ongoing installed capacity payments and
reliability must-run contracts in transmission constrained regions
such as New York City and southwestern Connecticut.

Near-term consolidated credit protection measures are expected to
remain in line with the assigned ratings.  Upon acquisition
closing, NRG's consolidated debt leverage, as measured by total
debt/EBITDA is expected to approximate 5x.  Under management's
base-case scenario, which assumes current forward strip prices for
natural gas and the dedication of all free cash flow to early debt
retirement, credit ratios gradually strengthen with debt/EBITDA
and EBITDA/interest approximating 4.5x and 2.6x, respectively, by
year-end 2006.  As part of its analysis, Fitch prepared a series
of alternative projection scenarios to gauge TGN's performance in
a less robust natural gas price environment.  Specifically,
Fitch's model incorporates an outlook for natural gas prices
declining to $4.60 per mmBtu in 2010 compared with management's
assumption in 2010 of approximately $7.50 per mmBtu.  While the
lower gas price model results in weaker cash flow results,
particularly in the outer years when NRG's portfolio is less
hedged, revised credit ratios under the alternative case remain
within parameters for the current ratings.

The underlying ratings for NRG's individual debt instruments
incorporate a recovery analysis under which Fitch utilized an
independent power market model to derive individual values for
NRG's domestic fossil fuel and nuclear plants based on the net
present value of projected merchant net revenue streams.

In addition, Fitch considered the value embedded in NRG's foreign
generating assets and domestic thermal activities as well as
potential liabilities stemming from environmental compliance
spending across NRG's coal-generating fleet.  The 'BB/RR1' rating
for NRG's $5.2 billion secured credit package, which benefits from
a first lien on most domestic generating assets, is three notches
above the IDR and reflects the strong recovery prospects for these
debt obligations, which exceeds 100% even under a low valuation
scenario.  The 'B/RR4' rating assigned to NRG's proposed
$3.6 billion senior unsecured notes is equal to the IDR and
reflects Fitch's expectation that these securities would receive
average principal recovery under a hypothetical restructuring
scenario.  Under a hypothetical default scenario, a major variable
influencing ongoing recovery prospects for senior unsecured
creditors would be the ultimate level of junior lien collateral
granted to NRG's trading counterparties on a post-acquisition
basis.  This arrangement has been in place at TGN throughout 2005
and covered net credit exposure of $2.16 billion as of Sept. 30,
2005.  Fitch notes that this amount should naturally decline as
power is delivered and TGN's below market hedges roll off or its
natural gas prices decline.

The Stable Rating Outlook reflects NRG's substantially hedged
baseload generation fleet, which should ensure a relatively
predictable earnings and cash flow stream thus enabling a
meaningful reduction in leverage and strengthening in credit
ratios over the next few years.  Factors leading to potential
rating improvement over time would include deleveraging in line
with management's near-term expectations and further forward sales
and/or hedging of NRG's 2008-2010 uncontracted generating
position.

In addition, a reduction in current collateral postings combined
with a reduction in second lien collateral arrangements granted to
certain trading counterparties could result in an uplift to NRG's
existing 'B' senior unsecured rating given the improved recovery
implications for these securities.  At the same time, a sustained
drop in natural gas prices, the pursuit of further leveraged
growth activities, and more stringent than anticipated
environmental regulations would likely place downward pressure on
NRG's ratings and/or Outlook.


NOVASTAR MORTGAGE: S&P Lowers Rating on Class M-3 Certs. to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class M-3
from NovaStar Mortgage Funding Trust Series 2001-1 to 'BB' from
'BBB' and placed it on CreditWatch with negative implications.  At
the same time, the ratings on four other classes from this
transaction are affirmed.

The downgrade and CreditWatch placement are based upon pool
performance that has allowed losses to erode credit support, as
well as the expectation that loans in the foreclosure and
delinquency buckets could further erode support.  As of the
December 2005 distribution date, cumulative losses totaled
1.14% of the original pool balance, which is 75.90% of the
original credit support for class M-3.

In addition, the mortgage loans in the REO and foreclosure buckets
total $3.09 million, which is approximately four times the
remaining amount of support for class M-3.

Standard & Poor's will closely monitor the performance of this
transaction.  If the amount of loans in the REO and foreclosure
buckets declines and credit support is not further compromised,
the rating on the M-3 class will be affirmed and removed from
CreditWatch.  Conversely, if losses continue to erode credit
support, further negative rating actions can be expected.

The rating affirmations are based on the shifting interest
structure of this transaction, which has allowed subordination
levels to grow to a point where the current ratings are
sufficiently supported.  Projected credit support is at least
1.05x the amount associated with the current ratings.

The certificates represent ownership interest in a trust
consisting of a pool of adjustable- and fixed-rate residential
mortgage loans on one- to four-family properties.

        Rating Lowered And Placed On Creditwatch Negative

          NovaStar Mortgage Funding Trust Series 2001-1

              Class         To                 From
              -----         --                 ----
              M-3           BB/Watch Neg       BBB

                        Ratings Affirmed

          NovaStar Mortgage Funding Trust Series 2001-1

                 Class                    Rating
                 -----                    ------
                 A-1                      AAA
                 A-IO                     AAA
                 M-1                      AAA
                 M-2                      A


PACIFIC SOUTHWEST: Fitch Affirms BB Rating on Class B-2 Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed these Pacific Southwest Bank Lending
Home Loan Owner Trust issues:

   Series 1997-2

     -- Class A-5 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A';
     -- Class Certs 'BBB'.

   Series 1997-4

     -- Class A-5 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A';
     -- Class B-1 'BBB';
     -- Class B-2 'BB'.

The loans were originated or purchased by PSB Lending.  The
mortgage pools consist primarily of junior-lien position loans
with loan-to-values initially over 100%.  In 2004, Coastal Capital
acquired the servicing rights and is currently the primary
servicer.

The affirmations on the above classes, which affect approximately
$8.26 million of certificates, reflect adequate relationships of
credit enhancement to future loss expectations.  The
overcollateralization of both transactions has been at the target
amount for the past 12 months, and the excess spread has generally
been able to cover most losses to the trusts.  Since the targeted
OC of both transactions has reached their respective floor
amounts, the OC has been able to increase significantly as a
percentage of the declining pool balance.  Fitch expects the OC to
continually be on target in the future.

As of the December 2005 distribution date, series 1997-2 is 102
months seasoned while series 1997-4 is seasoned for 96 months.
The pool factors are 2% and 3% for series 1997-2 and series
1997-4, respectively.  Cumulative loss for series 1997-2 is 16.68%
and series 1997-4 is 14.84%.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/


PARKER-I 94: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Parker-I 94 Woods, LLC
        7970 West Liberty
        Ann Arbor, Michigan 48103

Bankruptcy Case No.: 06-40364

Chapter 11 Petition Date: January 11, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Samuel Firebaugh, Esq.
                  Firebaugh & Andrews, P.L.L.C.
                  38545 Ford Road, Suite 104
                  Westland, Michigan 48185
                  Tel: (734) 722-2999
                  Fax: (734) 710-9974

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


PENN NATIONAL: S&P Upgrades Issuer Credit Rating to BB from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on casino
owner and operator Penn National Gaming Inc., including its issuer
credit rating to 'BB' from 'BB-'.

The outlook is stable.  Pro forma for the acquisition of Argosy
Gaming Co., which closed in early October 2005, consolidated debt
outstanding approximates $2.7 billion.

The upgrade reflects Penn's pro forma financial profile that
exceeds previous expectations, which were made following the
company's late 2004 announcement to acquire Argosy.

"In addition, we expect that the good operating environment will
enable the company to accomplish its previously outlined near-term
growth objectives while maintaining credit measures around pro
forma levels, which Standard & Poor's considers to be in line with
the higher rating given Penn's business profile," said Standard &
Poor's credit analyst Michael Scerbo.

The upgrade also assumes that as ongoing capital spending projects
are completed over the next few years, the company's consolidated
financial profile will significantly improve and provide cushion
within the rating to accommodate the company's relatively
aggressive growth strategy.


PLIANT CORP: Can Continue Existing Cash Management System
---------------------------------------------------------
Pliant Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the District of Delaware's
permission to continue using their existing cash management
systems.

The Debtors utilize centralized cash management systems for their
U.S. and Canadian Operations.  The Debtors' financial personnel
located at the headquarters in Schaumburg, Illinois, control the
cash management systems.

The Debtors' foreign non-Debtor affiliates generally utilize
separate, stand-alone cash management systems and their own bank
accounts.  Although the Canadian Debtors and foreign non-Debtors
generally do not participate in the U.S. Cash Management System,
certain intercompany receipts and payables are funneled through
the U.S. Cash Management System, which are reflected on the
Debtors' and non-Debtors' intercompany schedules.

According to Harold C. Bevis, chief executive officer of Pliant
Corporation, the Cash Management Systems provide significant
benefits to the Debtors, including the ability to:

    (a) closely track, and thus control, all corporate funds
        through the provision of near-continuous status reports on
        the location and amount of all the funds;

    (b) ensure cash availability; and

    (c) reduce administrative expenses by facilitating the
        movement of funds and the development of timely and
        accurate account balance and presentment information.

Mr. Bevis says it is critical that the Debtors are able to
consolidate management of cash and centrally coordinate transfers
of funds in order to efficiently and effectively operate their
large and complex business operations.  Substantially disrupting
their current cash management procedures would impair the
Debtors' ability to preserve and enhance their going concern
value and to successfully reorganize.

                   U.S. Cash Management System

The U.S. Cash Management System is operated through bank accounts
at LaSalle Bank NA and Wachovia Bank.  Wachovia was the Debtors'
primary cash management bank.  However, on July 5, 2005, Pliant
began the process of transitioning its U.S. Cash Management
System from Wachovia to LaSalle.  As of the Petition Date, this
process was substantially complete with the exception of
collection accounts with limited receivables and disbursements
accounts that fund payroll for all U.S. employees.  The Debtors
anticipate that the transition process from Wachovia to LaSalle
will be complete by the end of January 2006.

(A) LaSalle Accounts

Pliant maintains eight bank accounts at LaSalle.  Three accounts
are lockbox collection accounts, which receive checks directly
from Pliant's customers in the United States.  The lockbox
accounts are zero balance accounts with the deposited funds
swept daily into a blocked concentration account.  The blocked
concentration account is swept into a collateral proceeds account
that is maintained by General Electric Capital Corporation, the
Collateral Agent under the DIP Credit Facility, and the deposited
funds will be applied to reduce the Debtors' obligations under
the DIP Facility.

Due to the daily sweep of the collection accounts, the Debtors
must borrow from the DIP Facility to fund their daily operations.
The funds from the DIP Facility will be deposited into a separate
concentration account maintained at LaSalle.  Funds are disbursed
from the LaSalle Concentration Account through two zero balance
controlled disbursement accounts that fund Pliant's accounts
payable.  The CDAs only make payments on checks presented prior
to 10:30 AM prevailing central time each business day, and checks
presented for payment after that time are funded the following
day.

The final account maintained at LaSalle is a collection account
for non-trade receivables.  The account is open but not in use at
this time.

(B) Wachovia Accounts

Pliant maintains six accounts at Wachovia.  The Wachovia accounts
are centered around one primary concentration account, which
collects funds from two zero balance lockbox accounts.  The
lockbox accounts receive checks directly from a small number of
Pliant's customers whose payments have not yet been transitioned
to the LaSalle lockbox accounts.  Each morning GE Capital sweeps
the Wachovia Concentration Account into its collateral proceeds
account.  Funds in GE Capital's collateral proceeds account will
be applied to reduce the Debtors' obligations under the DIP
Facility.  In the afternoon, the Debtors will fund the Wachovia
Concentration Account with borrowings from their DIP Facility.

Funds are disbursed from the Wachovia Concentration Account
through four zero balance CDAs.  Two of these accounts are
general accounts payable accounts.  Due to the LaSalle
transition, the Debtors are no longer writing checks on these
accounts; however, there remain some checks outstanding.

The Debtors use two zero balance CDAs to fund Pliant's payroll
obligations.  The first payroll CDA funds regular payroll through
check and ACH wire transfers, and the second payroll CDA funds
payroll obligations, such as overtime and lost checks, through
manual check writing.

Commencing in January 2006, a third-party payroll services
provider will begin processing payroll.  Accordingly, Pliant
intends to maintain the Wachovia payroll accounts only until the
final payroll processed internally by Pliant has cleared the
payroll accounts.

                 Canadian Cash Management System

The Canadian Cash Management System is operated through accounts
at Bank of Nova Scotia and Bank of Montreal.  The accounts at
Bank of Nova Scotia are primarily used for collections and
disbursements related to the Canadian operations of Debtors
Pliant Packaging of Canada, LLC, and Uniplast Industries Co.,
while the accounts at Bank of Montreal are used for Pliant
Corporation of Canada Ltd.'s collections and disbursements.

(1) Bank of Nova Scotia

Pliant Packaging and Uniplast Industries use four primary
accounts at the Bank of Nova Scotia.  Two accounts are lockbox
accounts -- one of which receives payments from the customers in
Canadian dollars and the other of which receives payments from
the customers in U.S. dollars.  These lockbox accounts also
receive some limited customer payments on behalf of Pliant
Canada, which are reflected on the Debtors' intercompany
schedules.  The Canadian dollar lockbox account directly funds
two disbursement accounts that are used to make payroll and
accounts payable payments for the operations of Pliant Packaging
and Uniplast Industries.  The excess funds in the Canadian dollar
lockbox as well as all funds in the U.S. dollar lockbox accounts
are manually funded by the Debtors' financial personnel into the
LaSalle Concentration Account approximately every one to two
weeks.  In addition, U.S. dollar payments are made from the
LaSalle disbursement accounts on behalf of Pliant Packaging and
Uniplast Industries.  The credits to and disbursements from the
LaSalle Concentration Account and LaSalle disbursement accounts
are reflected on the Debtors' intercompany schedules as
intercompany credits and obligations between Pliant and Pliant
Packaging and Uniplast Industries.

(2) Bank of Montreal

Pliant Canada utilizes six accounts at Bank of Montreal for its
operating facilities located in Toronto and Barrie, in Canada.
With respect to the Toronto facility, Pliant Canada utilizes one
account that serves as a collection and concentration account,
which funds into three disbursement accounts -- one for general
accounts payable, one for payroll, and one for manual check
writing at the Toronto facility.

The Barrie facility utilizes two accounts, one of which receives
and makes Canadian dollar denominated payments and other of which
makes U.S. dollar denominated payments.  In addition, to the
extent there is a shortfall in the Toronto accounts to fund
payroll or accounts payable for that facility, the Barrie
Canadian dollar account funds the Toronto collection and
concentration account.

The accounts at Bank of Montreal are controlled by the Debtors'
financial personnel in Schaumburg, although the Toronto facility
is able to write checks on one of the disbursement accounts to
cover certain limited daily expenses.

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: Gets Court Nod to Maintain Existing Bank Accounts
--------------------------------------------------------------
The United States Trustee for Region 3, who administers
bankruptcy cases filed in the District of Delaware, has issued
certain Chapter 11 operating guidelines pursuant to 28 U.S.C.
Section 586.  These guidelines require that Chapter 11 debtors,
among other things:

    (a) close all existing bank accounts upon fling of their
        petitions and open new "debtor-in-possession" accounts in
        certain financial institutions designated as authorized
        depositories by the U.S. Trustee;

    (b) establish one debtor-in-possession account for all estate
        monies required for the payment of taxes; and

    (c) maintain a separate debtor-in-possession account for cash
        collateral.

If enforced in Pliant Corporation and its debtor-affiliates'
chapter 11 cases, the requirements would cause enormous disruption
in the Debtors' businesses and would impair the Debtors' efforts
to successfully reorganize, Harold C. Bevis, chief executive
officer of Pliant Corporation, tells Judge Walrath.  Requiring the
Debtors to open new accounts will be disruptive, time consuming
and expensive.

According to Mr. Bevis, the Debtors will implement appropriate
mechanisms to ensure that no payments will be made on any debts
incurred by them prior to the Petition Date, other than those
authorized by the Court.  To prevent the possible inadvertent
payment of prepetition claims, except those otherwise authorized
by the Court, the Debtors will immediately advise the banks
participating in their Cash Management Systems not to honor
checks issued prior to the Petition Date.  The Debtors will work
closely with the Cash Management Banks to ensure appropriate
procedures are in place to prevent checks issued prepetition from
being honored absent the Court's approval.

At the Debtors' behest, the Court waives the strict enforcement
of the requirement that the Debtors open new bank accounts.  The
Court authorizes the Debtors to maintain and continue using their
existing accounts in the same manner and with the same account
numbers, styles and document forms as those employed during the
prepetition period.

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)


PHOTOCIRCUITS: Inks APA with Candlewood Partners for $37 Million
----------------------------------------------------------------
Photocircuits Corporation asks the U.S. Bankruptcy Court for the
Eastern District of New York for authority to sell substantially
all of its assets to Candlewood Partners LLC for $37 million in
cash plus a $4 million contingent promissory notes and assumption
of $5.25 million debts.

The Debtor says that the only way it can preserve the going
concern value of the estate is by selling its assets.  Candlewood
states that it intends to honor the Debtor's existing contracts
with its customers and suppliers.

A copy of the sale procedure is available free of charge at
http://ResearchArchives.com/t/s?447

The Debtor urges the Court to approve the sale as soon as possible
because the company's access to its lender's cash collateral will
expire on January 31 and it doesn't have any funds to continue its
operations.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed  circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


QUEBECOR MEDIA: Prices Debt Tender Offers for Senior Notes
----------------------------------------------------------
Quebecor Media Inc. set the pricing for its previously announced
tender offers and consent solicitations in respect of its
outstanding 11-1/8% Senior Notes due July 15, 2011 and 13-3/4%
Senior Discount Notes due July 15, 2011.  The tender offers are
being made upon the terms, and subject to the conditions, set
forth in the Offer to Purchase and Consent Solicitation Statement,
dated Dec. 16, 2005, and the related Letter of Transmittal, which
more fully set forth the terms of the tender offers and consent
solicitations.

The total consideration for the Notes was determined as of 2:00
P.M., New York City time, on Jan. 12, 2006, by reference to a
fixed spread of 50 basis points over the yield on the 7.0% U.S.
Treasury Note due July 15, 2006.

The total consideration for each $1,000 principal amount of Senior
Notes (CUSIP number 74819RAB2 and ISIN US74819RAB24) validly
tendered and accepted for payment, which includes a consent
payment of $30.00 per $1,000 principal amount of Senior Notes
tendered on or prior to the Consent Deadline is US$1,083.49.
In addition, holders of Senior Notes accepted for purchase will
receive accrued and unpaid interest to, but not including, the
applicable settlement date, in respect of such Senior Notes.

The total consideration for each $1,000 principal amount at
maturity of Discount Notes (CUSIP number 74819RAD8 and ISIN
US74819RAD89) validly tendered and accepted for payment, which
includes a consent payment of $30.00 per $1,000 principal amount
at maturity of Discount Notes tendered on or prior to the Consent
Deadline is $1,042.64.

Holders who validly tendered at or before 5:00 p.m. on Dec. 30,
2005 and who did not validly withdraw their Notes prior to the
Withdrawal Deadline on Dec. 30, 2005, will be entitled to receive
the total consideration described above, which includes a consent
payment of $30.00 per $1,000 principal amount of Senior Notes and
$30.00 per $1,000 principal amount at maturity of Discount Notes
validly tendered and accepted for purchase.

The Withdrawal Deadline prior to which Notes tendered may be
validly withdrawn has passed, and Notes tendered through the
expiration of the tender offers may not be withdrawn, except as
set forth in the Offer to Purchase.  The settlement of the Notes
tendered prior to Tuesday, Jan. 17, 2006 and accepted for payment
by Quebecor Media is expected to be on the Early Settlement Date.
Each tender offer is scheduled to expire at 12:01 a.m. New York
City time on Jan. 18, 2006, unless extended or terminated.

The completion of the tender offers and consent solicitations is
subject to the conditions set forth in the Offer to Purchase,
including Quebecor Media obtaining the financing necessary to fund
the tender offers.  In respect of each of the consent
solicitations, Quebecor Media has received consents in excess of
the majority consent requirement.

Quebecor Media has engaged Citigroup Corporate and Investment
Banking as dealer manager for the tender offers and solicitation
agent for the consent solicitations.  Questions regarding the
tender offers and consent solicitations may be directed to
Citigroup at (800) 558-3745 or (212) 723-6106.  Requests for
documentation should be directed to Global Bondholder Services
Corporation, the Information Agent and the Depositary for the
tender offers and consent solicitations, at (866) 470-4300 (toll
free) or at (212) 430-3774 (collect).

Quebecor Media Inc., a company incorporated in Canada under the
Companies Act (Quebec), is one of Canada's largest media
companies. Its principal lines of business are cable, newspaper
publishing, television broadcasting, business telecommunications,
book, magazine and video retailing and publishing, distribution
and music recording, and new media services.

                       *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed the Corporate Family Rating of
Quebecor Media Inc. ("QMI"), all ratings at Videotron Ltee and Sun
Media Corporation, assigned a B2 Senior Unsecured rating to QMI's
new US$525 million Note issue, and upgraded QMI's existing Senior
Secured rating to B1 from B2.  The outlook for all ratings remains
stable.


QUEBECOR WORLD: Moody's Downgrades Sr. Sub. Rating to B2 from Ba3
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and Senior
Unsecured rating of subsidiaries of Quebecor World Inc. to Ba3
from Ba2, and lowered the Senior Subordinated rating of Quebecor
World (USA) Inc. to B2 from Ba3.  The Corporate Family rating has
been moved to QWUSA as it is now the senior-most entity within the
group for which Moody's rates debt.  The outlook for all ratings
remains negative.

This action is prompted by:

   * Moody's belief that results at the company will not improve
     sufficiently over the next two years to maintain previously
     assigned ratings given recent company results;

   * a continuation of a challenging industry environment in both
     North America and Europe;

   * an apparent loss of market share by QWI; and

   * the likelihood that the company will undertake material
     capital expenditures in Europe which will strain credit
     metrics.

The ratings are supported by:

   * QWI's large scale end product;
   * geographic diversity; and
   * a focus on cost reduction.

The ratings are however constrained by:

   * continuing poor industry conditions which has put pressure on
     revenue and margins;

   * high leverage (after Moody's standard adjustments); and

   * increasing capital expenditures which will limit the
     company's ability to reduce debt.

Moody's believes that QWI's new offset presses will result in cost
efficiencies over the next two years, but there remains a real
risk that industry conditions will nevertheless prevent the
company from improving its cash flow and repay debt.

The outlook remains negative because Moody's current expectations
for QWI's credit metrics in 2007 are not sufficient to maintain
existing ratings.  Moody's will monitor results over the next 6-12
months to determine if results of the new press investments and a
broader restructuring and cost reduction effort that has been
underway for some time will actually result in improved margins
and cash flow.  Moody's current credit metric expectations for
2007 include minimal free cash flow, retained cash flow to debt of
approximately 10%, debt/EBITDA of 5X and EBITDA-Capex/interest of
well less than 2X.

The ratings could be lowered if QWI is unable to improve on
Moody's current expectations.  Free cash flow/debt would need to
exceed 5%, retained cash flow/debt would need to be in the mid-
teens, debt/EBITDA would need to be close to 4X, and EBITDA-
Capex/interest would need to exceed 2X.  Moody's does not expect
QWI's ratings to increase over the ratings horizon.

The Senior Subordinated rating has been lowered two notches from
the Ba2 Corporate Family Rating, consistent with normal notching
practices.

Downgrades:

  Issuer: Quebecor World (USA) Inc.

     * Senior Subordinated Conv./Exch. Bond/Debenture, Downgraded
       to B2 from Ba3

  Issuer: Quebecor World Capital Corporation

     * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
       from Ba2

Assignments:

  Issuer: Quebecor World (USA) Inc.

     * Corporate Family Rating, Assigned Ba3

Withdrawals:

  Issuer: Quebecor World, Inc.

     * Corporate Family Rating, Withdrawn, previously rated Ba2

Quebecor World Inc. is one of the world's largest commercial
printers, headquartered in Montreal, Quebec, Canada.


RAMP CORP: Creditors Must File Proofs of Claim by January 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Jan. 31, 2006, as the deadline for all creditors owed money by
Ramp Corporation on account of claims arising prior to June 2,
2005, and for Health Ramp Inc., on account of claims arising prior
to Sept. 26, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
January 31 Claims Bar Date, and those forms must be filed with:

           The Clerk of the U.S. Bankruptcy Court
           Southern District of New York
           One Bowling Green, Room 534
           New York City, New York 10004-1408

Headquartered in New York City, New York, Ramp Corporation --
http://www.Ramp.com/-- through its wholly owned HealthRamp
subsidiary, develops and markets the CareGiver and CarePoint suite
of technologies.  CareGiver enables long term care facility staff
to easily place orders for drugs, treatments and supplies from a
wireless handheld PDA or desktop web browser.  CarePoint enables
electronic prescribing, lab orders and results, Internet-based
communication, data integration, and transaction processing over a
handheld device or browser, at the point-of-care.  HealthRamp's
products enable communication of value-added healthcare
information among physician offices, pharmacies, hospitals,
pharmacy benefit managers, health management organizations,
pharmaceutical companies and health insurance companies.  The
Company and its debtor-affiliate filed for chapter 11 protection
on June 2, 2005 (Bankr. S.D.N.Y. Case No. 05-14006).  Howard
Karasik, Esq., at Sherman, Citron & Karasik, P.C., represents the
Debtors in their restructuring efforts.  As of May 31, 2005, Ramp
Corp. reported $6 million in total assets and $13 million in total
debts.


RDR RESOLUTION: Confirmation Hearing Set for January 30
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, will commence a hearing at 11:00 a.m. on
Jan. 30, 2006, to consider the merits of RDR Resolution LLC's Plan
of Reorganization.

The Court approved the Debtor's Disclosure Statement on Dec. 20,
2005.

Objections to the Plan, if any, must be filed with the Court and
served on the Debtor by 5:00 p.m. on Jan. 23, 2006.

                       Plan Overview

Asset Sale

The Debtor owns 20 parcels of unimproved land located between
Santa Clarita and Palmdale, California.  Under the Plan, the
Debtor will sell 19 of the 20 parcels to its parent, SYCG for
$1,000,000 in cash and bonds.  The sale is subject to better and
higher offers.

Out of the sale proceeds, the Debtor will establish a $40,000
unsecured creditors' fund for the benefit of its unsecured
creditors and pay allowed administrative claims, priority tax
claims and priority claims.

The remaining parcel of land will be abandoned if the Debtor can't
sell it off.

Plan Distributions

The Rio Dulce District, holding a $10,442,918 and a $2,911,197
bonds, will receive its pro rata share of the proceeds from the
sale of the Debtor's property.  If the purchase price for the
property includes a tender of bonds, the Rio Dulce District will
receive all of the bonds tendered before receiving any cash
payment.

The County of Los Angeles, asserting a $1,047,797 property tax
claim, will share pro rata in the proceeds from the sale of the
Debtor's property.

General unsecured creditors, owed $442,500, will be paid from:

   a) any proceeds from the sale of the property remaining after
      the payment of the Rio Dulce District's and the County of
      Los Angeles' claims; and

   b) the $40,000 unsecured creditors' fund.

Equity interest holders will retain their interests in the
Reorganized Debtor.

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

   http://www.researcharchives.com/bin/download?id=051215032634

Headquartered in San Francisco, California, RDR Resolution, LLC,
filed for chapter 11 protection on August 4, 2005 (Bankr. N.D.
Calif. Case No. 05-32481).  Roberto J. Kampfner, Esq., at the Law
Offices of White and Case represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1 million to $10 million in assets and
$10 million to $50 million in liabilities.


RELIANCE GROUP: Commonwealth Court OKs $15MM Securities Settlement
------------------------------------------------------------------
At the request of M. Diane Koken, Insurance Commissioner of the
Commonwealth of Pennsylvania, in her capacity as Liquidator of
Reliance Insurance Company, the Hon. James Gardner Colins approves
an agreement entered into by the parties to securities class
actions commenced against Reliance Group Holdings, Inc., and
certain individual defendants.

The Agreement settles the Securities Class Action for
$15,000,000.

The Commonwealth Court authorizes the Liquidator to perform
actions necessary to effectuate the terms of the Settlement
Agreement.

The Agreement was also approved by the U.S. Bankruptcy Court for
the Southern District of New York, in RGH's case.

                      Securities Litigation

In 2000, 15 class actions alleging violations of federal
securities laws were filed in the U.S. District Court for the
Southern District of New York against RGH and these individual
defendants:

   * Saul P. Steinberg,
   * Robert M. Steinberg, and
   * Lowell C. Freiberg.

The securities class actions were subsequently consolidated.  The
lead plaintiffs in the Consolidated Securities Class Action are:

   * Paul Minish,
   * Verde Investments, Inc.,
   * Verde Reinsurance Co., Ltd.,
   * Donald and Bonnie Lee Siok, and
   * Gary Kimmel.

A derivative action titled "Glen Leibowitz and Harvey Greenfiled
v. Saul P. Steinberg, et al." was also commenced in the Supreme
Court of the State of New York in and for Westchester County.
RGH subsequently removed the Derivative Action to the Bankruptcy
Court as an adversary proceeding.

                 The Memorandum of Understanding

In May 2001, the Lead Plaintiffs and the Defendants entered into
a memorandum of understanding to settle the claims alleged in the
Securities Class Action.  The Defendants agreed to cause their
insurance carriers to pay $17,400,000 to the Plaintiffs in
exchange for releases.

The Defendants and the Underwriters entered into a Settlement
Funding and Release Agreement.  The Underwriters consented to the
MOU and agreed to fund the entire $17,400,000 settlement in
exchange for obtaining a release from liability under certain
insurance policies.

                      Liquidator Blocks MOU

After Reliance Insurance Company was placed in rehabilitation,
the Liquidator filed an emergency petition to block the MOU and
Funding Agreement.  In April 2003, the Official Unsecured
Creditors' Committee and the Official Unsecured Bank Committee
appointed in RGH's case and the RIC Liquidator entered into a
global settlement agreement resolving various pending lawsuits
and claims involving the Liquidator, RGH and Reliance Financial
Services Corporation, and providing for the allocation of assets
between RGH and RFSC on the one hand, and RIC on the other.  Both
Bankruptcy Court and Commonwealth Court approved the PA
Settlement Agreement.

In July 2004, the Southern District of New York Court granted
the Plaintiffs' request to enforce the MOU and the Funding
Agreement.  The Liquidator then filed an appeal to the Order in
the U.S. Court of Appeals for the Second Circuit Court.

              Plaintiffs and Liquidator Execute LOA

The Plaintiffs and the Liquidator executed a letter agreement
in September 2004, wherein the Plaintiffs agreed to reduce
the settlement amount to $15,000,000, in exchange for the
Liquidator's withdrawal of the appeal.

                       The Koken Settlement

In April 2005, the Bankruptcy Court granted the Creditors
Committee's request to approve the settlement of "Koken v.
Steinberg, et al.," which was filed by the Liquidator in the
Commonwealth Court against 18 former directors and officers of
RIC.  The Commonwealth Court also approved the Koken Settlement
on May 10, 2005.

Under the Koken Settlement, the Liquidator is to receive not less
than $85,000,000:

   -- 40% of which will be allocated among RGH and RFSC according
      to the PA Settlement Agreement; and

   -- which will then be divided between RGH and RFSC according
      to the terms of a court-approved settlement term sheet
      dated January 29, 2004, concerning the division of assets
      between them.

In accordance with the Koken Settlement, the Underwriters funded
into escrow the settlement amount in the Securities Class Action,
up to a $15,000,000 cap.

One of the conditions precedent to the effectiveness of the Koken
Settlement is the final resolution of the Securities Class
Action.  The parties to the Koken Settlement are also to execute
or have executed in escrow a mutual release.

                     The Settlement Agreement

The Settlement Agreement provides that:

   (a) the $15,000,000 escrowed cash will be released to fund the
       Settlement, subject to reduction for payment of certain
       costs;

   (b) the Lead Plaintiffs and the members of the Class will
       release and forever discharge all claims or liabilities
       arising from matters involved in the complaint and
       relating to the purchase of the relevant securities of the
       Debtor during the period between February 8, 1999, and
       December 6, 2000;

   (c) the Defendants will release any and all claims or
       liabilities against the Lead Plaintiffs relating to the
       institution, prosecution or settlement of the Securities
       Class Action;

   (d) the release of claims relating to the Derivative Action
       will become effective; and

   (e) The Defendants will release the Underwriters from all
       claims or liabilities for coverage under the insurance
       policies issued by the Underwriters for the Settled
       Claims.

The Liquidator notes that the Settlement Agreement will result in
substantial benefit to the Reliance estate.  The Agreement will
result in the resolution of costly and contentious litigation
arising from the claims asserted in the Securities Class Action
and the Derivative Action.  Moreover, the resolution of the Class
Action and the effectiveness of the Settlement Agreement is a
condition precedent to the Koken Settlement.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  On Nov. 7, 2005, the Hon.
Eugene Gonzalez issued an order confirming the Creditors
Committee's First Amended Plan for RGH.  (Reliance Bankruptcy
News, Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


ROYAL CARIBBEAN: S&P Lifts Corp. Credit Rating to BBB- from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Royal
Caribbean Cruises Ltd., including its corporate credit rating to
'BBB-' from 'BB+'.

In addition, the ratings on the Miami, Florida-based company were
removed from CreditWatch with positive implications.  The outlook
is stable.  About $4.2 billion in debt was outstanding as of
Sept. 30, 2005.

"The upgrade reflects a significant improvement in credit measures
during 2005, and our expectation that industry conditions will
support credit measures in line with the new ratings during the
intermediate term," said Standard & Poor's credit analyst Craig
Parmelee.

RCL's debt has declined by nearly $1.6 billion during the nine
months ended Sept. 30, 2005.  This figure includes the conversion
of nearly $440 million in convertible securities to common equity.
In addition, as a result of the healthy operating environment,
EBITDA grew by 11% during the nine-month period.

RCL will make significant payments related to new ship deliveries
in the next three years.  As a result, the company could need to
borrow modestly in each of 2006 and 2007, and more significantly
in 2008.  Despite this spending, S&P expects that the company will
maintain credit measures in line with the higher ratings
throughout this period, even if the operating environment
weakens and yields are modestly negative in 2007 and 2008.


RYLAND GROUP: Enters Into $750M Bank Credit Facility with JPMorgan
------------------------------------------------------------------
The Ryland Group, Inc. (NYSE: RYL) entered into a $750 million
unsecured revolving credit facility.  The facility, which matures
in 2011, has an accordion feature under which the aggregate
commitment may be increased up to $1.5 billion, subject to the
availability of additional commitments.  The facility replaces the
company's existing $500 million revolving credit facility.

J.P. Morgan Securities Inc. acted as Lead Arranger and Sole
Bookrunner for the new facility with JPMorgan Chase Bank, N.A. as
Administrative Agent; Bank of America, N.A. and Wachovia Bank,
National Association as Syndication Agents; SunTrust Bank and The
Royal Bank of Scotland plc as Documentation Agents; Barclays Bank
PLC, Citicorp North America, Inc., Guaranty Bank, PNC Bank,
National Association, UBS Loan Finance LLC, and Washington Mutual
Bank, FA as Managing Agents; and seven other lenders as Co-Agents
or Participants in the facility.

Headquartered in Southern California, The Ryland Group, Inc. --
http://www.ryland.com/-- is one of the United States' largest
homebuilders and a leading mortgage-finance company.  The company
currently operates in 27 markets across the country and has built
more than 245,000 homes and financed more than 205,000 mortgages
since its founding in 1967.   Ryland is a Fortune 500 company
listed on the New York Stock Exchange under the symbol "RYL."

                      *     *     *

Standard & Poor's Ratings Services rated the company's 9-1/8%
Senior Subordinated Notes at BB+.


S-TRAN HOLDINGS: Wants Until March 13 to Decide on Leases
---------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
March 13, 2006, the period within which they can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors are a party to one remaining lease located at 728
Jefferson Avenue, Cookeville, Tennessee 38501.

Although the Debtors believe that there are no other remaining
unexpired leases except the Cookeville lease, they are requesting
the extension out of an abundance of caution on their part in the
event that they may have inavertedly failed to identify any
remaining unexpired leases.

Additionally, the requested extension will ensure that any
remaining unexpired leases are not inadvertedly deemed rejected by
operation of law pursuant to Section 365(d)(4) of the Bankruptcy
Code or that the Debtors will be forced to prematurely assume any
of those leases.

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: Daniels Defends Right to Pursue Malpractice Suit
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 28, 2005,
Cherice Daniels, Irene Stubbs, Luis Mendoza and Aissatou Nian-Gaye
asked the U.S. Bankruptcy Court for the Southern District of New
York to vacate the automatic stay to pursue claims for medical
malpractice that occurred at Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates' hospitals in Staten
Island and Queens.

The Debtors asked the Bankruptcy Court to deny the Lift-Stay
requests because:

   (a) the requests seek to pursue claims based on alleged
       malpractice at their hospital in Brooklyn or Queens,
       because there is no commercial insurance for these claims
       and it could be detrimental to their estates to require
       them to incur litigation expenses at this time; and

   (b) any request seeks to enforce a judgment against the
       Debtors or to sever an action to allow a claim to proceed
       against an individual physician employed by the self-
       insured Brooklyn or Queens hospitals.

Any liquidated claim against the Debtors will be paid as, when and
to the extent provided by any confirmed plan of reorganization in
their cases.

                         Daniels Responds

John M. Daly, Esq., at Fitzgerald & Fitzgerald, P.C., in New
York, notes that the Debtors maintained a policy of insurance in
effect at the time of the accident, which policy affords coverage
for the medical malpractice claims filed by Cherice Daniels, on
behalf of her infant son, Dante Daniels.

Mr. Daly argues that the Debtors' objection to the Daniels
request hinges on a misconstruction that Ms. Daniels did not seek
to enforce a judgment against SVCMC except to the extent of
available insurance coverage.  Mr. Daly reminds the Court that
Ms. Daniels seek relief:

   -- to continue prosecuting her State Court Action;

   -- to proceed to trial in the State Court Action with the
      proviso that any judgment against SVCMC not be enforced
      beyond the amount of its available insurance coverage; and

   -- to have the matter referred back to the Bankruptcy Court
      should there be any judgment sum against SVCMC in excess of
      the insurance coverage limits.

Mr. Daly asserts that allowing the Daniels State Court Action to
move forward will resolve Ms. Daniels' claims.  Ms. Daniels does
not rule out limiting her son's recovery, if any, to the amount
of applicable medical liability policy and third-party excess
policies.  However, whether to do so is not an issue necessarily
to the Court's determination whether to lift the stay.

Moreover, the State Court Action will not interfere with the
Debtors' bankruptcy proceedings and does not involve property
necessary to the reorganization plan, Mr. Daly maintains.  Also,
the State Court Action does not involve SVCMC as a fiduciary.
In addition, the State Court Action would not prejudice the
interests of other creditors as the request is purely an issue
of existing insurance coverage.

Mr. Daly further contends that the primary insurance also covers
defense costs to the extent suits have been commenced and
coverage limits have not been exhausted.  Accordingly, it is not
an undue burden for SVCMC to defend the action.

The State Court Action was commenced on November 8, 2002, and
after three years, it hasn't been resolved yet, Mr. Daly tells
Judge Beatty.  In the interests of judicial economy and the
expeditious and economical resolution or litigation, Ms. Daniels'
Action should be allowed to move forward without further delay.
Mr. Daly insists that SVCMC's objection to the Lift Stay Request
should be disregarded on the basis that it is irrelevant.

                   Debtors Seek Additional Time

Saint Vincent Catholic Medical Centers has previously opposed the
requests to lift the automatic stay filed by these four
claimants:

        * Cherice Daniels,
        * Irene Stubbs,
        * Luis Mendoza, and
        * Aissatou Nian-Gaye.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors have presented to the Court a
preliminary methodology to address requests to lift the
bankruptcy stay and the universe of medical malpractice claims.

To permit parties-in-interest the opportunity to consider the
most effective and efficient means to liquidate malpractice
claims and to provide medical malpractice claimants to comment on
the Debtors' proposed methodology, the Debtors ask the Court to
adjourn the hearing on the requests to January 17, 2006.

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


SAINT VINCENTS: Marziale Airs Side in Insurance Coverage Dispute
----------------------------------------------------------------
On behalf of Lynn Marziale, Bradley A. Sacks, Esq., asserts that
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates continue to confuse claims against the uninsured
Brooklyn and Queens facilities with those of the fully insured
Manhattan and Staten Island facilities during the periods of time
in which the claims arose.  Mr. Sacks insists that it is "unfair
and prejudicial to lump claims together when the relevant
consideration is how many claims are pending against the relevant
policies by policy period."  The Debtors do not assert that the
Marziale claim affect policies for which a projected coverage
shortfall may exist.

As reported in the Troubled Company Reporter on July, 22, 2005,
Ms. Marziale, administrator of the estate of Luke M. Parlatore,
asked the Court to modify the automatic stay to allow her to
continue with her personal injury action against the Debtors in
the New York Supreme Court.

The lawsuit seeks to recover for the wrongful death and pre-death
pain and suffering of Mr. Parlatore allegedly caused by medical
malpractice committed by agents and employees of Saint Vincent
Catholic Medical Center of Richmond, in Staten Island, New York.

                     Marziale's Argument

Mr. Sacks argues that the information provided in the Debtors'
Insurance Report merely confirms what was already known -- that
the Manhattan and Staten Island claims are insured and covered by
substantial trust funds, while the Brooklyn and Queens claims are
not.  Therefore, the claims against each stand on a totally
different footing.  The only reservation offered by the Debtors
as to whether or not sufficient insurance exists for all
Manhattan and Staten Island claims is made to very specific, very
limited periods of time.

According to Mr. Sacks, the Debtors, while indicating that they
need additional time to evaluate the claims, have neither
actively sought to reach out to Ms. Marziale nor established any
sort of timetable to do so.

Mr. Sacks also reminds Judge Beatty that Ms. Marziale has agreed
to limit her recoveries to available insurance.  Whatever turns
out, she has agreed to forego any claim directly against the
Debtors' assets.  Moreover, the Medicare regulation cited in the
Insurance Report mandates that the "self-insured" funds be
segregated in an independently controlled trust and utilized only
for payment of enumerated liabilities, none of which are general
debts of the Debtors.  Therefore, whatever the level of funding
exists for Manhattan and Staten island claims, these designated
self-insurance "trust funds" are not available to the general
creditors of the Debtors.  Accordingly, Ms. Marziale agreed to be
bounded by the ultimate determination and that concession should
be regarded as valuable to the Debtors.

Mr. Sacks contends that Ms. Marziale is prejudiced by the further
delay while the Debtors have offered no good cause.  "Witnesses
move, memories fade and documents become misplaced," Mr. Sacks
tells the Court.

                 Debtors Want Hearing Adjourned

The Debtors have presented to the Court a preliminary methodology
to address requests to lift the bankruptcy stay and the universe
of medical malpractice claims.

To permit parties-in-interest the opportunity to consider the
most effective and efficient means to liquidate malpractice
claims and to provide medical malpractice claimants to comment on
the Debtors' proposed methodology, the Debtors ask the Court to
adjourn the hearing on Ms. Marziale's request to January 17,
2006.

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


SCIOTO NATIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Scioto National
             6457 Reflections #200
             Dublin, Ohio 43017

Bankruptcy Case No.: 06-50075

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Continental Midwest Financial              06-50076
      Bancshare Investors Brokerage              06-50077

Type of Business: The Debtors offer financial services.

Chapter 11 Petition Date: January 10, 2006

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtors' Counsel: James D. Pohlman, Esq.
                  Law Offices of James D. Pohlman
                  105 North Broadway Street
                  Spencerville, Ohio 45887
                  Tel: (419) 647-6671

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Scioto National               $500,000 to        $1 Million to
                              $1 Million         $10 Million

Continental Midwest           $500,000 to        $1 Million to
Financial                     $1 Million         $10 Million

Bancshare Investors           Unknown            Unknown
Brokerage

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


SEASPECIALTIES INC: Trustee Needs Time to Contest LaSalle's Liens
-----------------------------------------------------------------
Soneet R. Kapila, the chapter 7 Trustee of SeaSpecialties, Inc.,
and its debtor-affiliates, asks the U.S. Bankruptcy Court for the
Southern District of Florida for more time to challenge LaSalle
Business Credit, LLC's security interests.

The Trustee also wants to compel LaSalle to produce certain
documents and witnesses related to its prepetition dealings with
the Debtors.

               LaSalle Security Interests

In November 2005, LaSalle sought permission from the Bankruptcy
Court to lift the automatic stay so that it can liquidate
collateral securing its claims against SeaSpecialties.  LaSalle is
the Debtors' primary secured lender and has been actively involve
in the administration of their bankruptcy estates.

The Bankruptcy Court granted LaSalle's request on Dec. 20, 2005.
The order authorized LaSalle to exercise its state law remedies
with respect to the Debtors' remaining assets subject to the
Trustee being afforded 45-days to challenge LaSalle's security
interests.  That 45-day period ends today.

The Trustee tells the Bankruptcy Court that she has been unable to
research and challenge LaSalle's security interests since LaSalle
has continued to withhold documents that could prove the validity
of its liens.  The Trustee asks the Bankruptcy Court to extend her
deadline to challenge LaSalle's liens until at least 30 days
following the delivery of the requested documents.

                      Rule 2004 Inquiry

The Bankruptcy Court had previously directed LaSalle to produce
documents and witnesses in accordance with a request for
examination pursuant to Rule 2004 of the Federal Rules of
Bankruptcy filed by the Debtor's subsidiary, Homarus/Marshall
Smoked Fish, Inc.  LaSalle promised to deliver the Documents by
December 2005.  The documents remain undelivered to date.

On Dec. 23, 2005, the Trustee served a notice of Rule 2004
examination to LaSalle and requested for the production of
substantially similar documents as those requested by
Homarus/Marshall.   The discovery notices required LaSalle to
produce documents by Jan. 5, 2006, and witnesses by Jan. 11, 2006.

Instead of Complying with the Trustee's request, LaSalle filed a
motion for Protective Order.  In the Protective Order motion,
LaSalle argued that the Trustee's discovery requests were
overbroad, unduly burdensome and unlimited in time.

The Trustee maintains that LaSalle's Protective Order motion is
without legal merit.

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.


SHAWNE BRYANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shawne R. Bryant, M.D.
        3741 Little Neck Point
        Virginia Beach, Virginia 23452

Bankruptcy Case No.: 06-70036

Type of Business: The Debtor is a medical doctor.

Chapter 11 Petition Date: January 12, 2006

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  Marcus, Santoro & Kozak, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320-2896
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Internal Revenue Service       941 returns               $25,900
Insolvency Unit
P.O. Box 10025
Richmond, VA 23240-0025

Academy Collection Service     Credit card debt          $24,129
Attn: Bryan Days               owed originally to
10865 Dacatur Road             Cititcard Visa,
Philadelphia, PA 19154         which has also
                               been referred to
                               NCO for collection

NCO                            Credit card debt          $24,129
507 Prudential Road            owed originally to
Horsham, PA 19044              Cititbank Visa,
                               which has also been
                               referred to Academy
                               Collection Service
                               for collection

CITIcard                       Credit card purchases;    $24,129
                               also being collected
                               by Academy Collection
                               Service and NCO

BPA                            Trade debt                $17,600

MidAtlantic                    Trade debt                 $4,485

Pitney Bowes Credit Corp.      Trade debt                 $3,998

City of Virginia Beach         Personal property tax      $3,336

Purchase Power                 Trade debt                 $2,984

IKON Financial Services        Trade debt                 $2,248

IOS Capital, Inc.              Trade debt                 $2,248

LTD Financial Services         Trade debt                 $1,792

Office Max                     Trade debt                 $1,792

Credit Adjustment Board        Trade debt                 $1,066

Payer Path                     Trade debt                 $1,066

David C. Brown                 Services provided            $950

Daniel F. O'Connell            Services provided            $600

LabCorp                        Trade debt                   $512

PBS Med. Com.                  Trade debt                   $488

Hampton Roads Communications   Trade debt                   $475


STRATOS GLOBAL: Moody's Rates $150 Million Sr. Unsec. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and Senior
Secured ratings of Stratos Global Corporation to B1 from Ba2 and
assigned a B2 rating to Stratos' Senior Unsecured Notes issue.
Moody's also affirmed the company's SGL-3 speculative grade
liquidity rating.  The outlook is stable.

This action concludes the ratings review commenced on Aug. 5, 2005
and fully reflects the anticipated closing of Stratos' all-debt
acquisition of Xantic B.V. for approximately US$190 million, on or
around Jan. 31, 2006.

The B1 Corporate Family rating is supported by:

   1) Stratos' global position as the leading Inmarsat service
      provider, representing approximately 45% of Inmarsat's
      revenues (pro-forma the Xantic acquisition);

   2) Stratos' #1 market share in each of the key related
      verticals, including maritime, land, leasing and carrier;

   3) Stratos' diversification by product, based on its presence
      in mobile satellite, fixed satellite and microwave services,
      as well as its diversified industry, end-user customer and
      geographic market;

   4) the potential for recent industry pricing pressures to ease
      following in-market consolidatio; and

   5) the company's low cost base relative to peers, which we
      expect may improve further once synergies from the Xantic
      acquisition are realized.

The rating is constrained by:

   1) Stratos' dependence on a single satellite provider
      (Inmarsat) for approximately two-thirds of its pro-forma
      revenue;

   2) the high degree of price competition within the remote
      communications industry generally, which combined with the
      "on-demand" nature of the majority of Stratos' revenue, may
      lead to the volatility of cash flows over the rating
      horizon;

   3) Moody's belief that credit metrics are unlikely to see
      material improvement before 2007;

   4) integration risks associated with the Xantic acquisition,
      which will increase the size of Stratos' revenue base by
      roughly 50%; and

   5) Moody's opinion that Stratos may eventually pursue further
      acquisitions once the Xantic integration is complete.

The stable outlook reflects Moody's belief that Stratos' results
and credit metrics should begin to steadily improve beginning in
early 2007 tempered by execution risks of the integration and
expected cash consumption through 2006.

Following the acquisition of Xantic, Stratos' pro-forma leverage
(debt/EBITDA) will increase to over 4x from roughly 2.5x currently
(TTM Q3/05).  In addition, several other key credit metrics will
initially similarly deteriorate.  Furthermore, Moody's expects
Stratos to consume a modest amount of cash through the next year
(largely as a result of integration charges related to the
acquisition) and that most credit metrics are unlikely to see much
improvement until 2007 when the full benefits of the acquisition
and the recent BGAN service launch potentially take hold.

The ratings might be upgraded if Moody's were to believe that
Stratos were able grow its revenues at mid single digits and
improve its EBITDA margin into the upper teens while controlling
capital expenditures to less than 6% of revenues all on a
sustainable basis.  These trends would be expected to reduce
debt/EBITDA leverage towards 3x, improve (EBITDA-Capex)/ Interest
to well over 2x and produce FCF/debt of roughly 10% all within a
two year horizon.

Moody's believes this outcome would most likely occur if Stratos
were able to successfully integrate Xantic and realize US$20 --
US$25 million in annual synergies, current pricing pressures were
to ease following industry consolidation and the new BGAN service
meets with success.

Alternatively, the rating might be downgraded if Stratos were
unable to grow revenues organically and at least maintain an
EBITDA margin of roughly 15% through a two year horizon.  Moody's
believes this outcome would likely be associated with debt/EBITDA
remaining above 4x, (EBITDA-Capex)/ Interest near 1.5x and
FCF/debt of less than 3%.

The US $270 million Senior Secured bank facility consists of three
tranches and will be used together with the US$150 million Senior
Unsecured Notes to fund 100% of the Xantic acquisition and
refinance the existing US $175 million Senior Secured facilities
(US$165 million outstanding at Sept. 30, 2005).  As the Senior
Secured Facilities comprise the majority of the debt capital they
have been rated at the same level as the Corporate Family Rating.
The Senior Unsecured Notes are supported by upstream guarantees
and have been notched one level below the Corporate Family rating
to reflect their junior ranking position to the Senior Secured
debt.

Moody's does not expect Stratos to pursue further material
acquisitions until the Xantic integration is largely complete.
However, Moody's believes it is very possible that Stratos will be
motivated to seek further consolidation opportunities beyond that
timeframe, which may limit improvement to credit metrics over the
longer term.

Stratos' speculative grade liquidity rating of SGL-3 reflects
Moody's belief that Stratos' liquidity remains adequate.
Following the close of the acquisition, Moody's expects Stratos to
have cash balances of roughly US$30 million and full access to its
US$25 million committed revolver which is not expected to be
drawn.  Moody's believes these cash sources will support expected
modest cash consumption in 2006 and minimal scheduled debt
repayments.

Finally, as Stratos' assets are already pledged to the B1 rated
Senior Secured debt which is rated at the same level as the
corporate family rating, Moody's does not believe the company
would be able to raise additional liquidity from its assets if
unexpected adverse events were to occur.

These ratings are impacted by this action:

   * Corporate Family B1 (downgraded from Ba2)

   * Senior Secured B1 (downgraded from Ba2)

     -- Revolver Authorization, due January 2011 US$25 million
        (Currently matures December 2009)

     -- Term Loan A, due January 2011 US$20 million (new)

     -- Term Loan B, due January 2012 US$225 million (Currently
        US$150 million maturing December 2010)

   * Senior Unsecured B2 (assigned)

     -- Senior Unsecured Notes, due January 2013 US$150 million

   * Speculative Grade Liquidity SGL-3 (affirmed)

Stratos Global Corporation is a global provider of mobile and
fixed satellite-based communications services, with headquarters
in St John's, Newfoundland, Canada, and executive offices in
Bethesda, Maryland.


TECHNEGLAS INC: Gets Court Nod to Assume 34 Contracts & Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, gave Techneglas, Inc., permission to assume 34
executory contracts and unexpired leases.

A list of the assumed agreements is available at no charge at
http://ResearchArchives.com/t/s?448

As reported in the Troubled Company Reporter on Nov. 11, 2005, the
Debtors believed that the agreements are necessary for it to
operate successfully upon emergence from bankruptcy.  If it were
unable to assume the agreements, the Debtors may likely be forced
to renegotiate with many of the counterparties to the agreements
to obtain the applicable goods and services.  If this happens, the
Debtors may lose the favorable terms of the agreements.

The Debtors assured the Court that it will pay the cure amounts on
account of each of the agreements following Court approval.  Upon
payment of the cure amounts, the Debtors submit that it will have
fully cured all defaults arising under the agreements and be in
full compliance with Section 365 of the Bankruptcy Code.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.  The Court confirmed the Debtor's
First Amended Joint Plan of Reorganization on Oct. 7, 2005.


TELOGY INC: Court Establishes February 9 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
set Feb. 9, 2006, as the deadline for all creditors owed money by
Telogy, Inc., on account of claims arising prior to Nov. 29, 2005,
to file their proofs of claim.

All Governmental Units must file proofs of claim on May 30, 2006
at 5:00 p.m.

Creditors must file written proofs of claim on or before the
February 9 Claims Bar Date and those forms must be delivered to:

     Telogy, Inc.
     c/o Omni Management Group, LLC
     16161 Ventura Blvd. PMB # 608
     Encino, CA 91436

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 restructurng efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TRUST ADVISORS: Hires Shipman & Goodwin as Gen. Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Trust Advisors Stable Value Plus Fund permission to employ Shipman
& Goodwin LLP as its general bankruptcy counsel.

Shipman & Goodwin will:

   1) advise the Debtor of its rights, powers and duties as a
      Debtor and debtor-in-possession in the continued management
      and operation of its business and property, including the
      management and control of funds in the trust;

   2) advise and assist the Debtor in the negotiation and
      documentation of debt restructuring and its related
      transactions;

   3) advise the Debtor concerning the actions that it might to
      collect and recover property for the benefit of its estates;

   4) prepare on behalf of the Debtor certain necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules and other documents;

   5) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of a plan of reorganization and
      its related documents; and

   6) perform all other legal services to the Debtor that are
      necessary or appropriate in the administration of its
      chapter 11 case.

Ira H. Goldman, Esq., a partner of Shipman & Goodwin, is one of
the lead attorneys for the Debtor.

Shipman & Goodwin intends to apply with the Court for compensation
for services rendered and reimbursement of expenses incurred post-
petition in accordance with the applicable provisions of the
Bankruptcy Code, the Bankruptcy Rules and the Local Rules of
Bankruptcy Procedures.

Shipman & Goodwin had not yet submitted its retainer amount and
hourly rate of its professionals to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its general
bankruptcy counsel.

Shipman & Goodwin assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353).
When the Debtor filed for protection from its creditors, it listed
estimated assets and debts of more than $100 million.


TRUST ADVISORS: Murray Becker Approved as Financial Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Trust Advisors Stable Value Plus Fund permission to employ
Murray L. Becker, a Fellow of the Society of Actuaries, as its
financial advisor and consultant.

Mr. Becker will:

   1) evaluate the Debtor's current investment policy and action
      plan for restoring the Debtor's Plus Fund's assets to book
      value, including underlying support to determine the
      reasonableness of the assumptions used to develop the action
      plan;

   2) assist the Debtor with the formulation of a plan of
      reorganization and any alternatives that may be developed;

   3) render expert testimony, as requested by the Debtor from
      time to time, regarding stable value investment issues, the
      feasibility of a plan of reorganization and other related
      matters;

   4) assist the Debtor in complying with the reporting
      requirements of the Office of the U.S. Trustee; and

   5) perform all other financial advisory and consulting services
      as requested by the Debtor from time to time.

Mr. Becker disclosed that he charges $400 per hour for his
services and his advisory and consulting fee is $10,000.

Mr. Becker assures the Court that he does not represent any
interest materially adverse to the Debtor or its estate

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company 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. and Ira H.
Goldman, Esq., at Shipman & Goodwin LLP represent 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: Wants Court to Bless Disney Settlement Accord
-------------------------------------------------------
Before filing for bankruptcy, UAL Corporation and its debtor-
affiliates entered into leveraged lease financing arrangements
relating to certain aircraft.  Walt Disney Pictures and Television
was the owner participant under the Financing Transactions.

On May 12, 2003, Disney filed unsecured claims against the
Debtors on account of certain rights, remedies, and liabilities
arising under the Financing Transactions:

      Claim No.     Tail No.    Claim Amount
      ---------     --------    ------------
        37718        N183UA      $67,000,000
        37719        N648UA       34,000,000
        37720        N184UA       68,000,000
        37721        N647UA       37,000,000

On July 26, 2005, the Debtors objected to Claim No. 37718,
asserting that the claim was contractually barred and duplicative
of other claims asserted by, or on behalf of, the debtholders in
the Financing Transactions in the Debtors' Chapter 11 cases.  The
Debtors requested that the claim be disallowed in full.

"As this Court knows, the duplicativeness argument asserted by
United is not one supported -- or contradicted -- by direct
precedent and has created a great deal of controversy within the
leveraged lease universe," David A. Agay, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, informs Judge Wedoff.

The Debtors have argued that all aircraft and tax indemnity
claims, as well as the claims of numerous owner participants
other than Disney, should be significantly reduced even if the
Court did not sustain the Duplicativeness Objection.

After extensive litigation and arm's-length negotiations, the
Debtors and Disney agreed to settle all issues asserted in the
Objections and allow the Claims in these amounts:

                                Settlement
      Claim No.     Tail No.      Amount
      ---------     --------    ----------
        37718        N183UA    $16,000,000
        37719        N648UA      8,000,000
        37720        N184UA     17,000,000
        37721        N647UA      9,000,000

The settlement is codified in a stipulation between the Debtors
and Disney, which provides that:

   (a) each of the Claims will be deemed amended to assert claims
       only for the stated Settlement Amounts;

   (b) the Amended Claims will be allowed as non-priority
       general, unsecured claims against the Debtor's bankruptcy
       estate;

   (c) the Debtors will withdraw their objection to Claim No.
       37718 and the Objection as to Disney with prejudice.

Mr. Agay points out that the settlement with Disney resolves
highly complex and untested issues of interest not only to the
Debtors and the Claims but to other owner participants as well.

"Irrespective of how the Court rules, appeals that would extend
well beyond confirmation of the Debtors' chapter 11 plan are a
certainty," Mr. Agay explains.  "The prospect of continued
protracted litigation over the Objections may necessitate Debtors
reserving significant amounts of equity in reorganized United to
account for disputed TIA claims at exit."

Mr. Agay notes that the Settlement provides numerous benefits.
Specifically:

   (1) The Stipulation reduces the Disney claims from an
       aggregate of over $200,000,000 to $50,000,000, which
       entails a 75% reduction that will enhance the value of the
       distributions under the Plan of Reorganization to other
       unsecured creditors that would otherwise be diluted by the
       Claims.

   (2) The Settlement can serve as a template for settlements
       with the other owner participants representing, together
       with the Claims, over $5,000,000,000 in unsecured claims
       filed against the Debtors.  If the Debtors can, in the
       short term, similarly reduce the claims of other owner
       participants, unsecured creditors in the bankruptcy cases
       will realize a further, significant improvement in the
       value of their distributions under the Plan.

   (3) Absent a settlement with Disney and the other owner
       participants, protracted litigation and appeals are
       assured.  Ongoing litigation in the District Court and
       beyond may spawn related disputes as to the size of the
       Debtors' disputed claims reserve under the Plan, which
       could significantly delay -- and will certainly reduce the
       size of -- interim distributions after the Plan's
       effective date.

   (4) Because of the novel issues raised by the Debtors'
       Objections, and the lack of guiding precedent, the Debtors
       can by no means be certain of the Objections ultimately
       being sustained.  The issue of calculation of base
       indemnity and gross-up amounts is a novel issue before
       the Court.  Moreover, the issue of whether the TIA creates
       a separate and enforceable claim on the part of owner
       participants, notwithstanding the allowance of an SLV-
       based claim for the benefit of debtholders is a complex
       and multi-layered issue -- one which counsel for some of
       the intervening owner participants have rightly pointed
       out has not been raised in previous airline bankruptcies.

"In short, the settlement of the Claims now, and the potential
settlement of other owner participant claims in the short term,
will result in a tremendous benefit to the efficiency of the Plan
voting and distribution processes," Mr. Agay maintains.

These compromises are favored in bankruptcy and typically
approved by courts as tools for expediting the administration of
the case and reducing costs, Mr. Agay adds.

For these reasons, the Debtors ask the Court to approve the
settlement agreement with Disney in their entirety.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Inks Pact Resolving American Air Dispute
---------------------------------------------------------
On May 8, 2003, American Airlines, Inc., filed Claim No. 36785
against UAL Corporation and its debtor-affiliates for $74,500,000.
Claim No. 36785 had three components:

   (a) the JFK Terminal 8 and 9 Claim -- a $70,000,000 claim for
       estimated costs allegedly incurred by American at John F.
       Kennedy International Airport in connection with
       environmental contamination at Terminals 8 and 9
       purportedly caused by discharges of jet fuel, gasoline,
       and diesel fuel;

   (b) the LGA Claim -- a claim for $300,000 based on an
       assessment by the New York Department of Conservation for
       contamination at the fuel farm and bulk and satellite fuel
       facilities at LaGuardia International Airport; and

   (c) the JFK Fuel Facilities Claim -- a claim for $4,200,000
       based on an assessment by the NY Department of
       Conservation for contamination at the JFK bulk and
       satellite fuel facilities.

The Debtors objected to Claim No. 36785.  American responded.

On July 6, 2005, American filed Claim No. 44609, which amended
and superseded Claim No. 36785.  American's Claim No. 44609 still
sought recovery from the Debtors for the same JFK Fuel Facilities
Claim and the same LGA Claim, but reduced the amount of the JFK
Terminal 8 and 9 Claim from $70,000,000 to $34,300,000.

On June 30, 2004, the Court entered a trial order establishing a
schedule to resolve Claim No. 36785.  The trial order effectively
held in abeyance litigation over Claim No. 36785 until the
Debtors filed their plan of reorganization.  On September 7,
2005, the Debtors filed their Plan, thus, triggering the schedule
set forth in the trial order.  The Debtors and American have
since engaged in negotiations to resolve the claim pursuant to
the trial order's scheduling of a settlement conference.

After extensive negotiations, the Debtors and American reached a
settlement agreement resolving Claim No. 36785.  By this motion,
the Debtors seek the Court's authority to enter into the
Settlement Agreement with American.

Under the Settlement:

   (a) American will be allowed a general unsecured claim against
       Debtors for $7,500,000 in full and final compromise and
       settlement of any and all claims that American may have
       related to Claim No. 36785;

   (b) The Debtors and American release, discharge and covenant
       not to sue each other from any and all claims that relate
       to Claim No. 36785; and

   (c) American waives and releases all claims related to any
       matter addressed in Claim No. 36785 that it might have now
       or in the future against any of Debtors' insurance
       carriers, except for $500,000 in sale proceeds in the
       event that an "Insurance Sale" is consummated and
       approved.

James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that the Debtors are currently negotiating a
separate settlement with certain of their insurers through which
the Debtors would sell back to certain insurers their insurance
policies in exchange for settlement amounts corresponding to the
Debtors' environmental insurance coverage claims at various
sites, including the Debtors' alleged liability with respect to
Claim No. 36785.

If the Insurance Sale is consummated and approved, the Debtors
will pay American $500,000 from the sale proceeds.  However, if
the Insurance Sale is not consummated and approved by May 1,
2006, American has the option to elect to convert its right to
the $500,000 of insurance proceeds from the Insurance Sale to a
$10,000,000 unsecured claim against the Debtors.  In the event
that the Insurance Sale is not consummated and approved prior to
July 31, 2006, American's right to the $500,000 of proceeds from
the Insurance Sale will automatically convert to a $10,000,000
unsecured claim.

                  Settlement Must be Approved

The Settlement resolves a substantial claim that has required
extensive review by the Debtors and their consultants, Mr. Mazza
relates.  The dispute between the Debtors and American regarding
contamination at JFK Terminal 9 has been pending for nearly a
decade and involves highly complex factual and scientific
matters.  In the absence of a settlement, Mr. Mazza says, it
would likely take many months or years and significant resources
to resolve the matter.

In accordance with the agreed-upon and Court-approved trial
procedures to resolve Claim No. 36785, the Debtors would be
required to engage in extensive pre-trial and trial activities
over the next eight months, including:

   (1) extensive fact and expert discovery, including depositions
       of up to 21 fact witnesses and 12 expert witnesses;

   (2) preparation of a complex expert case;

   (3) pre-trial briefing and motions; and

   (4) potentially a five-day hearing.

The pre-trial and trial activities will result in significant and
unnecessary expenses for the Debtors and would distract the
Debtors from other, more pressing matters.

Given the expense and uncertainty associated with further
litigation of Claim No. 36785, the Debtors have determined that
it is unlikely that they could substantially improve the benefit
to the estate by continuing the litigation rather than accepting
the benefits of the proposed Settlement Agreement.

Additionally, Mr. Mazza asserts that the Settlement Agreement is
a product of good business judgment because it is structured to
minimize the impact of American's claim on the Debtors' estates,
while ensuring American the benefit of its bargain.

As structured, the Settlement Agreement allows the Debtors the
opportunity to satisfy a portion of American' s claim with
insurance proceeds.  However, if the Debtors are unable to obtain
insurance proceeds to satisfy American's claim by July 31, 2006,
or, if American exercises its option to convert its right to
insurance proceeds to an unsecured claim during the option
period, American will effectively receive the equivalent economic
value in the form of an additional $10,000,000 general, unsecured
claim.

In effect, Mr. Mazza maintains, the Settlement Agreement provides
the Debtors with a reasonable opportunity to obtain insurance
proceeds, but also ensures that Claim No. 36785 will be finally
resolved within a reasonable period.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VOLT INFORMATION: Earns $8.4 Mil. of Net Income in Fourth Quarter
-----------------------------------------------------------------
Volt Information Sciences, Inc. (NYSE: VOL) reported financial
results for the Company's fourth quarter and fiscal year ended
Oct. 30, 2005.

For the fourth quarter of fiscal 2005 ended Oct. 30, 2005, the
Company reported net income of $8.4 million compared to
$11.5 million in the 2004 fiscal fourth quarter.  Income from
continuing operations for the 2004 fiscal fourth quarter included
a gain from the sale of real estate of $3.3 million.  The decline
in net income for the quarter from the 2004 fiscal fourth quarter,
net of the real estate gain, was primarily the result of expenses
incurred during the quarter for the Sarbanes-Oxley Act Section 404
project, including audit and consulting fees, as well as increased
fees for the year end audit. Net sales for the 2005 quarter
increased by 11% to $590.2 million, compared to $531.6 million in
last year's comparable quarter.  Total segment operating profit
increased by 14.7% over the 2004 comparable quarter.

For the twelve months of fiscal 2005, the Company reported net
income of $17 million on net sales of $2.178 billion, compared to
net income of $33.7 million on net sales of $1.925 billion last
year.  As in the fourth quarter, an increase in the operating
profit was more than offset by higher general corporate expenses
for the year.  The company reported income from continuing
operations of $17 million in the twelve months ended Oct. 30,
2005, compared to $24.2 million in the comparable fiscal 2004
period.

Income from continuing operations for fiscal 2004 included a gain
from the sale of real estate of $3.3 million.  The results of
fiscal 2004 included income from discontinued operations of
$14.1 million from the second quarter gain on the sale of real
estate previously leased to the Company's formerly 59% owned
subsidiary, Autologic Information International, Inc. The
Company's interest in the subsidiary was sold in November 2001.

Commenting on the results for the fourth quarter and year, Mr.
William Shaw, Chairman, President and Co-CEO of Volt, stated "We
are pleased by the increases in segment operating profit and
revenue for both the year and the fourth quarter.  Of particular
significance are the benefits derived from the reorganization of
the Telecommunications Segment, which produced an operating profit
in the fourth quarter compared to a loss of more than $1.0 million
in the fiscal 2004 quarter, as well as material strengthening of
the Computer Systems segment market position.  The previously
announced acquisitions, subsequent to the end of the fiscal year,
of the minority interest in Delta from Nortel Networks and the
Varetis Solutions acquisition enhance the segment's potential for
future growth."

                       Staffing Services

The Staffing Services segment's sales increased by $37.4 million,
or 8%, and its operating profit increased by $0.4 million, or 3%,
from the comparable 2004 quarter.  Sales increased in three of the
segment's business units, Technical Placements, Administrative and
Industrial and VMC.  The increase in operating profit was the
result of improved results for the Technical Placements,
ProcureStaff, Administrative and Industrial and Volt Europe
divisions, offset by a decline in operating profits in the VMC
unit compared to fourth quarter of fiscal 2004.

                        Computer Systems

The Computer Systems segment's sales increased by $5.7 million, or
15% over the comparable quarter in 2004, and its operating profit
for the quarter was approximately equal to the fourth quarter 2004
profit.  Increased operating profit in the Information Systems
unit, including Operator Services, was offset by a decline in
Maintech's operating profit.

                      Telephone Directory

The Telephone Directory segment's sales increased $5.2 million, or
26%, and its operating profit increased $1.8 million, or 62% over
the comparable quarter in 2004.  The primary reason for the
improved results was increased profitability in DataNational and
Uruguayan division slightly offset by reduced profitability of the
Directory production unit.

                  Telecommunications Services

The Telecommunications Services segment's sales increased by $10.1
million, or 29%, from the comparable 2004 quarter.  The fourth
quarter of 2005 had a profit of $0.8 million compared to a loss in
the same quarter of 2004 of $1.2 million.  Each of the four
divisions in this segment produced improved results over the 2004
quarter, primarily the result of reduced overhead expense achieved
by the reorganization of the segment.

             General Corporate Expenses and Liquidity

The increase in General Corporate expenses compared to the 2004
quarter was related to higher professional fees and other costs
related to compliance with the Sarbanes-Oxley Act, communications,
compensation and expenses necessary to meet the disaster recovery
redundancy requirements for business continuity.

Cash and cash equivalents, excluding restricted cash, was
$62 million at the end of the quarter.  At Oct. 30, 2005, the
Company had sold a participating interest in accounts receivable
of $100.0 million under its securitization program and had the
ability to finance an additional $50.0 million under the facility.

In addition, the Company may borrow under a $40 million revolving
secured credit facility.  The facility requires the maintenance of
certain accounts receivable balances in excess of borrowings and
terminates in April 2008 unless extended.  At Oct. 30, 2005, the
Company had borrowed EUR2 million under the facility.

In December 2005, the Company paid approximately $50.0 million,
principally from cash on hand, for the Nortel Networks and Varetis
Solutions acquisitions.  The remaining $36.8 million is due
Feb. 15, 2006.

                      Material Weakness

The company has completed testing its internal control over
financial reporting as required by the Sarbanes-Oxley Act.  Due to
the effect of a control deficiency related to the over-
depreciation of assets of one of its subsidiaries by approximately
$1.1 million, it failed to maintain effective control over
financial reporting as of Oct. 30, 2005.  Since the control
deficiency could have potentially resulted in a material
misstatement to the annual financial statements of the Company had
it not been corrected, management has determined that it
constituted a material weakness as of October 30, 2005, with
respect to the Sarbanes-Oxley Act.

Volt Information Sciences, Inc. -- http://www.volt.com/-- is a
leading national provider of Staffing Services and
Telecommunications and Information Solutions with a Fortune 100
customer base.  Operating through a network of over 300 Volt
Services Group branch offices, the Staffing Services segment
fulfills IT and other technical, commercial and industrial
placement requirements of its customers, on both a temporary and
permanent basis.  The Telecommunications and Information Solutions
businesses, which include the Telecommunications Services,
Computer Systems and Telephone Directory segments, provide
complete telephone directory production and directory publishing;
a full spectrum of telecommunications construction, installation
and engineering services; and advanced information and operator
services systems for telephone companies.


WHITEHALL JEWELLERS: Might be Willing to Meet Newcastle Partners
----------------------------------------------------------------
Newcastle Partners, L.P. relates that it received a letter from
Whitehall Jewellers, Inc. (Pink Sheets: JWLR.PK) which, although
criticizing Newcastle's offer as not superior, does hold out the
possibility that Whitehall might finally be willing to meet with
Newcastle after weeks of delay to negotiate definitive agreements
to consummate Newcastle's tender offer.

Newcastle Partners, through its whole-owned subsidiary, commenced
a cash tender offer to purchase all of the outstanding shares of
Whitehall on Dec. 5, 2005.  On Jan. 4, 2006, Newcastle said that
it was increasing its offer price to $1.50 per share, extending
the termination date of the offer to 5:00 pm, New York City time
on Friday, Jan. 27, 2006 and eliminating or amending a number of
conditions to its offer.  Newcastle now believes that the majority
of the remaining conditions are now in the control of the Board of
Directors of Whitehall.

Newcastle also reported that another leading proxy advisor, Glass
Lewis & Co., has recommended that shareholders of Whitehall vote
against the Prentice Financing proposals and for the Newcastle
Partners director nominees at the Special Meeting of Stockholders
scheduled for Jan. 19, 2006.

In its analysis, Glass Lewis recognized that, "Newcastle's tender
offer presents shareholders with a more certain value, and a
premium, in exchange for their shares," and that, "Electing the
Newcastle nominees to the board will facilitate a sale agreement
and fair value for Whitehall shareholders."

Speaking on behalf of Newcastle Partners, managing member Mark
Schwarz stated: "Having the premier proxy advisors, ISS and now
Glass Lewis, recommend a vote FOR the Newcastle nominees and a
vote AGAINST the Prentice Financing proposals, clearly bolsters
our case that the current Board and management team do not have
the best interests of shareholders at heart.  We continue to urge
our fellow stockholders to vote the GREEN proxy card to help
produce maximum value for all Whitehall stockholders."

Mr. Schwarz reiterated that: "We believe our offer provides
Whitehall's shareholders with a clearly superior alternative to
the Prentice transaction.  With the elimination of the financing
contingency condition from our offer, we do not understand how the
Board can continue to justify selling up to 87% of Whitehall to
Prentice for as little as $.75 per share rather than allowing
shareholders to receive $1.50 per share now."

Mr. Schwarz concluded, "The Whitehall Board needs to act now to
level the playing field and stop the Prentice deal from going
forward until shareholders are able to make an unimpeded choice as
to whether they want our premium offer of $1.50 per share or the
Prentice Financing which gives shareholders no payment
whatsoever."

Shareholders who have questions or need assistance in voting their
GREEN proxy card are encouraged to call Newcastle's proxy
solicitors, MacKenzie Partners, Inc. toll-free at (800) 322-2885.

The solicitation and the offer to buy Whitehall Jewellers, Inc.'s
common stock is only made pursuant to the Offer to Purchase and
related materials that Newcastle Partners, L.P. and JWL
Acquisition Corp. filed on Dec. 5, 2005, as amended Dec. 22, 2005,
Jan. 4, 2006, Jan. 5, 2006 and Jan. 9, 2006.  Stockholders should
read the Offer to Purchase and related materials carefully because
they contain important information, including the terms and
conditions of the offer.  Stockholders can obtain the Offer to
Purchase and related materials free at the SEC's website at
http://www.sec.govfrom MacKenzie Partners, the Information Agent
for the offer, or from Newcastle Partners, L.P.

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

                          *     *     *

As previously reported in the Troubled Company Reporter, 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.


WORLDCOM INC: Inks Stipulation Resolving Underwriter Claims
-----------------------------------------------------------
WorldCom, Inc., its debtor-affiliates and 23 underwriters were
parties to four underwriting agreements dated March 26, 1997, Aug.
6, 1998, May 19, 2000, and May 9, 2001, and a purchase agreement
dated Dec. 14, 2000.  Pursuant to the agreements, certain of the
Underwriter Claimants served as underwriters in connection with
certain securities offerings made the Debtors.

The Underwriter Claimants are:

   1. Salomon Smith Barney, Inc., also known as Citigroup Global
      Markets, Inc.,

   2. Salomon Smith Barney Holdings, Inc.,

   3. Citigroup, Inc.,

   4. Banc of America Securities, LLC, formerly known as
      Nationsbanc Montgomery Securities, LLC,

   5. Bank of America Corp.,

   6. Blaylock & Partners, L.P., now known as Blaylock & Co.
      Inc.,

   7. Credit Suisse First Boston Corp., now known as Credit
      Suisse First Boston LLC,

   8. Deutsche Bank AG, Deutsche Bank Alex. Brown now known as
      Deutsche Bank Securities, Inc.,

   9. Goldman, Sachs & Co.,

  10. The Goldman Sachs Group, Inc.,

  11. UBS Warburg, LLC, now known as UBS Securities LLC,

  12. ABN AMRO Inc.,

  13. J.P. Morgan Securities Inc., formerly known as Chase
      Securities, Inc.,

  14. J.P. Morgan Chase & Co.,

  15. Fleet Securities, Inc.,

  16. Utendahl Capital Partners, L.P.,

  17. Lehman Brothers, Inc. and Lehman Brothers Holdings, Inc.,

  18. Tokyo-Mitsubishi International, PLC, now known as
      Mitsubishi UFJ Securities International PLC,

  19. Westdeutsche Ladesbank Girozentrale now known as WestLB AG,

  20. BNP Paribas Securities Corp.,

  21. BNP Paribas,

  22. Caboto Holdings SIM S.P.A., now known as Caboto IntescaBci
      -SIM S.P.A., and

  23. Mizuho International, PLC.

The Underwriting Agreements contain indemnity and contribution
provisions in favor of the Underwriter Claimants for losses,
damages and costs incurred as a result of any actions against the
Underwriter Claimants arising out of or related to the Securities
Offerings.

The Underwriter Claimants filed three claims against the Debtors:

   (1) Claim No. 56, which asserts a claim for indemnification
       and contribution arising out of the Underwriting
       Agreement;

   (2) Claim No. 16156, which amends Claim No. 56; and

   (3) Claim No. 25637, which amends Claim No. 16156.

However, based on information that was not available to the
Underwriter Claimants at the time that the Underwriter Claims were
filed, the Underwriter Claimants now understand that the assets
available for distribution under the Plan are insufficient to
provide a recovery for all creditors in the Debtors' Chapter
11 cases.  The Underwriter Claimants have concluded that they are
not likely to recover a material percentage of the funds that they
continue to believe are due under the Underwriter Claims from the
Debtors' estate.

Accordingly, in a Court-approved stipulation, the Parties agree
that:

   (a) Claim Nos. 56 and 16156 are expunged as duplicative
       claims; and

   (b) Claim No. 25637 is allowed as a Class 7 Claim.

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)


* Hede & Stogsdill Will Head Alvarez & Marsal's Creditor Advisory
----------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, disclosed
that New York-based managing directors Andrew Hede and Dennis
Stogsdill have been named national co-heads of the firm's Creditor
Advisory Services, which specializes in advising lender groups,
bondholders and trade vendors in distressed and non-distressed
situations.

"For the last five years, Alvarez & Marsal has maintained a
dedicated focus on serving the needs of secured and unsecured
creditor constituencies involved in complex workout situations,"
said Bryan Marsal, co-chief executive and a founder of Alvarez &
Marsal.  "Andrew and Dennis exemplify the world class talent at
A&M, and it was for this reason that we asked them to lead our
continued expansion in Creditor Advisory Services. They have
consistently demonstrated the dedicated focus, expertise, and
energy needed to deliver the right answer in high stakes
situations."

Mr. Marsal emphasized the pair will continue to leverage the
firm's deep operational roots, extensive range of restructuring
and non-restructuring capabilities and experienced professionals
across the United States as well as in Europe, Asia and Latin
America to service client needs.

Messrs. Hede and Stogsdill have recently been involved in a number
of high profile creditor assignments including:

    * Delphi Corporation, the world's largest automotive component
      manufacturer, serving as financial advisor to the pre-
      petition senior lenders;

    * Winn Dixie Stores, which operated about 900 grocery stores
      in the Southeastern United States and Bahamas, serving as
      operations and real estate advisor to the official committee
      of unsecured creditors;

    * Fleming Companies, one of the largest wholesale grocery
      distributors in the U.S., serving as financial advisor to
      the senior lenders; and

    * Exide, a maker of automotive and industrial batteries,
      serving as financial advisor to the senior lenders.

Other notable A&M Creditor Advisory assignments have included:

    * Collins & Aikman,
    * Oneida,
    * Bush Industries,
    * World Kitchen,
    * Formica,
    * Microcell Telecom,
    * Dan River,
    * DVI,
    * AT&T Latin America,
    * Parmalat (Latin America),
    * US Airways (Retiree Committee),
    * DS Waters,
    * Anchor Glass,
    * Aladdin Casino,
    * ANC Rental,
    * Magellan Health,
    * Polymer and
    * Rent Way, among others.

A seasoned restructuring professional with experience in both the
United States and Australia, Mr. Hede has advised clients in
numerous formal and out-of-court restructurings.  Mr. Hede's
primary areas of concentration include financial and operational
reviews, liquidity management, business and asset divestment,
cross-border insolvency issues, business plan preparation and
review, solvency analysis, recapitalization strategies, and
negotiation of reorganization plans.  Prior to joining A&M, Mr.
Hede spent nine years in the corporate restructuring practice of
Arthur Andersen and specialist financial consulting firms in New
York and Melbourne, Australia.

"A&M brings an extensive base of dedicated senior professionals
with deep creditor advisory experience across the United States,
Europe, Asia and Latin America.  This gives us the distinct
advantage of being able to effectively service our clients on a
regional and international basis, and deliver a consistent level
of quality and expertise in complex matters," said Mr. Hede.  "The
firm's operational heritage combined with our complementary
advisory services such as real estate, business consulting and
dispute analysis and forensics, position A&M to provide a unique
'one-stop' solution to creditor constituencies."

Mr. Stogsdill has been involved in all aspects of the
reorganization process primarily in advising troubled companies
and creditors in distressed situations by developing creative
solutions, including the development of workout, restructuring and
refinance scenarios tailored to the individual client or
creditor's needs.  Mr. Stogsdill has assisted clients in
bankruptcy planning, business plan preparation and review, cash
flow projections, liquidation analyses, business valuations, and
in the development and negotiation of reorganization plans.  Prior
to joining A&M, Mr. Stogsdill was with a boutique investment bank,
where he assisted in the formation of its restructuring practice.
Previously, Mr. Stogsdill was with the corporate restructuring
practice of Arthur Andersen.

"While perhaps better known for turning around troubled companies,
A&M has successfully advised creditors in many of the high profile
restructurings over the last five years," said Mr. Stogsdill.
"Our team of professionals has a proven track record as an
advocate for creditor groups and for maximizing returns in complex
situations."

                   About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  The firm employs a distinctive hands-on approach by
working closely with clients, management and stakeholders to
resolve problems and implement solutions.  Founded in 1983,
Alvarez & Marsal draws on its strong operational heritage to
provide specialized services, including: Turnaround and Management
Advisory, Crisis and Interim Management, Performance Improvement,
Creditor Advisory, Global Corporate Finance, Dispute Analysis and
Forensics, Tax Advisory, Business Consulting, Real Estate Advisory
and Transaction Advisory.  A network of experienced professionals
in locations across the US, Europe, Asia and Latin America,
enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.


* BOND PRICING: For the week of Jan. 9 - Jan. 13, 2006
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    61
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    59
Adelphia Comm.                        8.125%  07/15/03    56
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    58
Adelphia Comm.                        9.375%  11/15/09    62
Adelphia Comm.                        9.500%  02/15/04    55
Adelphia Comm.                        9.875%  03/01/05    57
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  11/01/06    60
Adelphia Comm.                       10.250%  06/15/11    63
Adelphia Comm.                       10.500%  07/15/04    60
Adelphia Comm.                       10.875%  10/01/10    60
Aladdin Gaming                       13.500%  03/01/10     0
Albertson's Inc.                      6.530%  04/10/28    75
Allegiance Tel.                      11.750%  02/15/08    26
Allegiance Tel.                      12.875%  05/15/08    28
Alt Living Scvs                       7.000%  06/01/04     1
Amer & Forgn PWR                      5.000%  03/01/30    71
Amer Color Graph                     10.000%  06/15/10    71
American Airline                      9.980%  01/02/13    69
American Airline                      9.980%  01/02/15    67
American Airline                      9.980%  01/02/15    67
American Airline                      9.980%  01/02/15    67
American Airline                     10.430%  09/15/08    70
American Airline                     10.430%  09/15/08    70
Amer Plumbing                        11.625%  10/15/08    15
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                             9.750%  08/15/21    16
AMR Corp.                            10.125%  06/01/21    74
AMR Corp.                            10.150%  05/15/20    75
AMR Corp.                            10.200%  03/15/20    70
AMR Corp.                            10.550%  03/12/21    75
Amtran Inc.                           9.625%  12/15/05     4
Anchor Glass                         11.000%  02/15/13    75
Anker Coal Group                     14.250%  09/01/07     0
Antigenics                            5.250%  02/01/25    58
Apple South Inc.                      9.750%  06/01/06     3
Archibald Candy                      10.000%  11/01/07     0
Armstrong World                       6.350%  08/15/03    75
Armstrong World                       6.500%  08/15/05    73
Asarco Inc.                           7.875%  04/15/13    56
Asarco Inc.                           8.500%  05/01/25    60
ATA Holdings                         12.125%  06/15/10     4
ATA Holdings                         13.000%  02/01/09     4
At Home Corp.                         4.750%  12/15/06     0
Atlantic Coast                        6.000%  02/15/34     3
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    68
Avondale Mills                       10.250%  07/01/13    71
Bank New England                      8.750%  04/01/99     6
Bank New England                      9.500%  02/15/96     3
Big V Supermkts                      11.000%  02/15/04     0
BTI Telecom Corp                     10.500%  09/15/07    52
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    59
Cell Therapeutic                      5.750%  06/15/08    57
Cell Therapeutic                      5.750%  06/15/08    51
Cellstar Corp.                       12.000%  01/15/07    42
Cendant Corp                          4.890%  08/17/06    50
Charter Comm Inc                      5.875%  11/16/09    74
Charter Comm Hld                      8.625%  04/01/09    73
Charter Comm Hld                      9.625%  11/15/09    74
Charter Comm Hld                     10.000%  04/01/09    74
Charter Comm Hld                     10.000%  05/15/11    54
Charter Comm Hld                     10.250%  01/15/10    67
Charter Comm Hld                     10.750%  10/01/09    72
Charter Comm Hld                     11.125%  01/15/11    58
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11    44
Color Tile Inc                       10.750   12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Compudyne Corp                        6.250%  01/15/11    73
Cons Container                       10.125%  07/15/09    64
Covad Communication                   3.000%  03/15/24    58
CPNL-Dflt12/05                        4.000%  12/26/06    10
CPNL-Dflt12/05                        4.750%  11/15/23    26
CPNL-Dflt12/05                        6.000%  09/30/14    23
CPNL-Dflt12/05                        7.625%  04/15/06    42
CPNL-Dflt12/05                        7.750%  04/15/09    43
CPNL-Dflt12/05                        7.750%  06/01/15     9
CPNL-Dflt12/05                        7.875%  04/01/08    42
CPNL-Dflt12/05                        8.500%  02/15/11    26
CPNL-Dflt12/05                        8.625%  08/15/10    27
CPNL-Dflt12/05                        8.750%  07/15/07    39
CPNL-Dflt12/05                       10.500%  05/15/06    40
Cray Inc.                             3.000%  12/01/24    68
Curagen Corp.                         4.000%  02/15/11    68
Curagen Corp.                         4.000%  02/15/11    67
Curative Health                      10.750%  05/01/11    64
DAL-DFLT09/05                         9.000%  05/15/16    25
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             7.000%  03/15/28    74
Dana Corp                             7.000%  03/01/29    74
Delco Remy Intl                       9.375%  04/15/12    41
Delco Remy Intl                      11.000%  05/01/09    45
Delphi Auto Syst                      6.500%  05/01/09    55
Delphi Auto Syst                      7.125%  05/01/29    55
Delphi Corp                           6.500%  08/15/13    54
Delphi Trust II                       6.197%  11/15/33    29
Delta Air Lines                       2.875%  02/18/24    23
Delta Air Lines                       7.541%  10/11/11    63
Delta Air Lines                       7.700%  12/15/05    25
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    20
Delta Air Lines                       8.187%  10/11/17    62
Delta Air Lines                       8.300%  12/15/29    26
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    26
Delta Air Lines                       8.540%  01/02/07    53
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       9.200%  09/23/14    60
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.250%  03/15/22    25
Delta Air Lines                       9.300%  01/02/10    54
Delta Air Lines                       9.320%  01/02/09    55
Delta Air Lines                       9.450%  02/26/06    54
Delta Air Lines                       9.480%  06/05/06    46
Delta Air Lines                       9.750%  05/15/21    24
Delta Air Lines                       9.875%  04/30/08    66
Delta Air Lines                      10.000%  08/15/08    25
Delta Air Lines                      10.000%  05/17/09    62
Delta Air Lines                      10.000%  06/01/09    56
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    69
Delta Air Lines                      10.000%  06/01/10    64
Delta Air Lines                      10.000%  06/01/11    26
Delta Air Lines                      10.000%  06/05/11    54
Delta Air Lines                      10.000%  06/18/13    58
Delta Air Lines                      10.060%  01/02/16    59
Delta Air Lines                      10.080%  06/16/07    60
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    25
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    68
Delta Air Lines                      10.790%  09/26/13    20
Delta Mills Inc.                      9.625%  11/15/33    29
Diva Systems                         12.625%  03/01/08     0
Duane Reade Inc                       9.750%  08/01/11    71
Dura Operating                        9.000%  05/01/09    62
Dura Operating                        9.000%  05/01/09    56
Duty Free Int'l.                      7.000%  01/15/04     4
DVI Inc.                              9.875%  02/01/04    14
Epix Medical Inc.                     3.000%  06/15/24    61
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Fedders North AM                      9.875%  03/01/14    72
Federal-Mogul Co.                     7.375%  01/15/06    34
Federal-Mogul Co.                     7.500%  01/15/09    36
Federal-Mogul Co.                     8.160%  03/06/03    34
Federal-Mogul Co.                     8.330%  11/15/01    33
Federal-Mogul Co.                     8.370%  11/15/01    31
Federal-Mogul Co.                     8.370%  11/15/01    35
Federal-Mogul Co.                     8.800%  04/15/07    36
Finova Group                          7.500%  11/15/09    36
FMK- DFLT03/04                       10.750%  10/15/06    74
FMXIQ-DFLT09/05                      13.500%  08/15/05     9
Foamex L.P.-DFLT                      9.875%  06/15/07     9
Ford Motor Co.                        6.500%  08/01/18    68
Ford Motor Co.                        6.625%  02/15/28    67
Ford Motor Co.                        7.125%  11/15/25    66
Ford Motor Co.                        7.400%  11/01/46    62
Ford Motor Co.                        7.500%  08/01/26    67
Ford Motor Co.                        7.700%  05/15/97    63
Ford Motor Co.                        7.750%  06/15/43    64
Ford Motor Co.                        8.875%  01/15/32    74
Ford Motor Co.                        8.900%  01/15/32    75
Ford Motor Cred                       5.000%  09/21/09    71
Ford Motor Cred                       5.100%  02/22/11    72
Ford Motor Cred                       5.150%  01/20/11    73
Ford Motor Cred                       5.200%  03/21/11    74
Ford Motor Cred                       5.200%  03/21/11    73
Ford Motor Cred                       5.250%  02/21/11    73
Ford Motor Cred                       5.250%  09/20/11    71
Ford Motor Cred                       5.300%  04/20/11    73
Ford Motor Cred                       5.350%  02/22/11    73
Ford Motor Cred                       5.400%  09/20/11    73
Ford Motor Cred                       5.400%  10/20/11    71
Ford Motor Cred                       5.400%  10/20/11    71
Ford Motor Cred                       5.450%  04/20/11    73
Ford Motor Cred                       5.450%  10/20/11    73
Ford Motor Cred                       5.500%  04/20/11    74
Ford Motor Cred                       5.500%  09/20/11    72
Ford Motor Cred                       5.550%  08/22/11    73
Ford Motor Cred                       5.550%  09/20/11    59
Ford Motor Cred                       5.600%  12/20/10    75
Ford Motor Cred                       5.600%  04/20/11    73
Ford Motor Cred                       5.600%  08/22/11    72
Ford Motor Cred                       5.600%  09/20/11    74
Ford Motor Cred                       5.600%  11/21/11    72
Ford Motor Cred                       5.650%  05/20/11    74
Ford Motor Cred                       5.650%  07/20/11    73
Ford Motor Cred                       5.650%  11/21/11    72
Ford Motor Cred                       5.650%  11/21/11    74
Ford Motor Cred                       5.650%  12/20/11    72
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.650%  01/21/14    66
Ford Motor Cred                       5.700%  05/20/11    74
Ford Motor Cred                       5.700%  12/20/11    71
Ford Motor Cred                       5.700%  01/20/12    70
Ford Motor Cred                       5.750%  08/22/11    73
Ford Motor Cred                       5.750%  12/20/11    73
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.750%  01/21/14    70
Ford Motor Cred                       5.750%  02/20/14    70
Ford Motor Cred                       5.750%  02/20/14    72
Ford Motor Cred                       5.800%  11/22/10    75
Ford Motor Cred                       5.850%  07/20/10    75
Ford Motor Cred                       5.850%  07/20/11    74
Ford Motor Cred                       5.850%  01/20/12    74
Ford Motor Cred                       5.900%  02/20/14    69
Ford Motor Cred                       6.000%  01/21/14    69
Ford Motor Cred                       6.000%  03/20/14    70
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  03/20/14    71
Ford Motor Cred                       6.000%  03/20/14    71
Ford Motor Cred                       6.000%  11/20/14    69
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.000%  11/20/14    65
Ford Motor Cred                       6.000%  01/20/15    70
Ford Motor Cred                       6.000%  02/20/15    72
Ford Motor Cred                       6.050%  03/20/12    74
Ford Motor Cred                       6.050%  02/20/14    70
Ford Motor Cred                       6.050%  03/20/14    68
Ford Motor Cred                       6.050%  04/21/14    72
Ford Motor Cred                       6.050%  12/22/14    71
Ford Motor Cred                       6.050%  12/22/14    68
Ford Motor Cred                       6.050%  12/22/14    68
Ford Motor Cred                       6.050%  02/20/15    67
Ford Motor Cred                       6.100%  06/20/11    74
Ford Motor Cred                       6.100%  02/20/15    70
Ford Motor Cred                       6.150%  12/22/14    69
Ford Motor Cred                       6.150%  01/20/15    68
Ford Motor Cred                       6.200%  05/20/11    74
Ford Motor Cred                       6.200%  04/21/14    68
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.250%  06/20/11    75
Ford Motor Cred                       6.200%  03/20/12    74
Ford Motor Cred                       6.250%  12/20/13    72
Ford Motor Cred                       6.250%  12/20/13    72
Ford Motor Cred                       6.250%  04/21/14    73
Ford Motor Cred                       6.250%  01/20/15    67
Ford Motor Cred                       6.250%  03/20/15    71
Ford Motor Cred                       6.300%  05/20/14    72
Ford Motor Cred                       6.300%  05/20/14    72
Ford Motor Cred                       6.500%  02/20/15    71
Ford Motor Cred                       6.500%  03/20/15    70
Ford Motor Cred                       6.520%  03/10/13    72
Ford Motor Cred                       6.550%  12/20/13    70
Ford Motor Cred                       6.550%  07/21/14    74
Ford Motor Cred                       6.600%  10/21/13    73
Ford Motor Cred                       6.800%  03/20/15    68
Ford Motor Cred                       6.950%  05/20/14    72
Ford Motor Cred                       7.250%  07/20/17    69
Ford Motor Cred                       7.250%  07/20/17    68
Ford Motor Cred                       7.350%  09/15/15    72
Ford Motor Cred                       7.400%  08/21/17    75
Ford Motor Cred                       7.500%  08/20/32    66
Ford Motor Cred                       7.550%  09/30/15    73
Gateway Inc.                          1.500%  12/31/09    74
Gateway Inc.                          2.000%  12/31/11    70
General Motors                        7.125%  07/15/13    72
General Motors                        7.400%  09/01/25    64
General Motors                        7.700%  04/15/16    68
General Motors                        8.100%  06/15/24    63
General Motors                        8.250%  07/15/23    69
General Motors                        8.375%  07/15/33    71
General Motors                        8.800%  03/01/21    70
General Motors                        9.400%  07/15/21    72
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.200%  11/15/09    72
GMAC                                  5.250%  01/15/14    73
GMAC                                  5.700%  10/15/13    72
GMAC                                  5.700%  12/15/13    75
GMAC                                  5.750%  01/15/14    70
GMAC                                  5.850%  06/15/13    74
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  02/15/19    74
GMAC                                  5.900%  10/15/19    65
GMAC                                  6.000%  02/15/19    75
GMAC                                  6.000%  02/15/19    69
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  09/15/19    67
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  10/15/19    74
GMAC                                  6.100%  09/15/19    75
GMAC                                  6.125%  10/15/19    70
GMAC                                  6.150%  08/15/19    72
GMAC                                  6.150%  09/15/19    70
GMAC                                  6.200%  04/15/19    73
GMAC                                  6.250%  01/15/19    73
GMAC                                  6.250%  04/15/19    75
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    71
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.300%  08/15/19    70
GMAC                                  6.350%  04/15/19    73
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.500%  12/15/18    75
GMAC                                  6.500%  05/15/19    73
GMAC                                  6.500%  01/15/20    73
GMAC                                  6.500%  02/15/20    75
GMAC                                  6.600%  06/15/19    70
GMAC                                  6.650%  02/15/20    71
GMAC                                  6.750%  11/15/18    75
GMAC                                  6.750%  06/15/19    72
GMAC                                  6.750%  06/15/19    74
GMAC                                  6.750%  03/15/20    72
GMAC                                  7.000%  02/15/18    74
GMAC                                  7.250%  03/15/25    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    71
Gulf Mobile Ohio                      5.000%  12/01/56    72
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Home Interiors                       10.125%  06/01/08    73
Imperial Credit                       9.875%  01/15/07     0
Impsat Fiber                          6.000%  03/15/11    73
Inland Fiber                          9.625%  11/15/07    48
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    26
Iridium LLC/CAP                      13.000%  07/15/05    27
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    51
Jacobson's                            6.750%  12/15/11     0
Jts Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03     8
Kellstrom Inds                        5.500%  06/15/03     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp.                           8.540%  01/01/15    16
Kmart Corp.                           8.990%  07/05/10    21
Kmart Corp.                           9.350%  01/02/20    26
Kmart Corp.                           9.780%  01/05/20    73
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    61
Level 3 Comm. Inc.                    2.875%  07/15/10    63
Level 3 Comm. Inc.                    6.000%  09/15/09    65
Level 3 Comm. Inc.                    6.000%  03/15/10    63
Liberty Media                         3.250%  03/15/31    73
Liberty Media                         3.750%  02/15/30    55
Liberty Media                         4.000%  11/15/29    60
LTV Corp.                             8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Mcms Inc.                             9.750%  03/01/08     0
Merisant Co                           9.500%  07/15/13    62
MHS Holdings Co                      16.875%  09/22/04     0
Metamor Worldwid                      2.940%  08/15/04     0
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    74
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    68
Muzak LLC                             9.875%  03/15/09    57
Natl Steel Corp.                      8.375%  08/01/06     0
Natl Steel Corp.                      9.875%  03/01/09     3
New World Pasta                       9.250%  02/15/09     7
New Orl Grt N RR                      5.000%  07/01/32    72
Nexprise Inc.                         6.000%  04/01/07     0
North Atl Trading                     9.250%  03/01/12    59
Northern Pacific RY                   3.000%  01/01/47    59
Northern Pacific RY                   3.000%  01/01/47    59
Northwest Airlines                    6.625%  05/15/23    39
Northwest Airlines                    7.068%  01/02/16    69
Northwest Airlines                    7.248%  01/02/12    16
Northwest Airlines                    7.360%  02/01/20    71
Northwest Airlines                    7.625%  11/15/23    39
Northwest Airlines                    7.626%  04/01/10    62
Northwest Airlines                    7.875%  03/15/08    40
Northwest Airlines                    8.070%  01/02/15    40
Northwest Airlines                    8.130%  02/01/14    31
Northwest Airlines                    8.304%  09/01/10    73
Northwest Airlines                    8.700%  03/15/07    38
Northwest Airlines                    8.875%  06/01/06    39
Northwest Airlines                    8.970%  01/02/15    21
Northwest Airlines                    9.179%  04/01/10    40
Northwest Airlines                    9.875%  03/15/07    40
Northwest Airlines                   10.000%  02/01/09    41
NTK Holdings Inc.                    10.750%  03/01/14    64
Nutritional Src.                     10.125%  08/01/09    70
Oakwood Homes                         7.875%  03/01/04    12
Oakwood Homes                         8.125%  03/01/09    12
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    73
Owens-Crng Fiber                      8.875%  06/01/02    75
PCA LLC/PCA Fin                      11.875   08/01/09    23
Pegasus Satellite                     9.625%  10/15/06     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pegasus Satellite                    13.500%  03/01/07     0
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     0
Pinnacle Airline                      3.250%  02/15/25    74
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    21
Pliant-DFLT/06                       13.000%  06/01/10    20
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    57
Primus Telecom                        3.750%  09/15/10    29
Primus Telecom                        5.750%  02/15/07    67
Primus Telecom                        8.000%  01/15/14    58
Primus Telecom                       12.750%  10/15/09    53
Psinet Inc.                          10.000%  02/15/05     0
Psinet Inc.                          11.000%  08/01/09     0
Psinet Inc.                          11.500%  11/01/08     0
Railworks Corp.                      11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04    15
Reliance Group Holdings               9.000%  11/15/00    20
Reliance Group Holdings               9.750%  11/15/03     0
Salton Inc.                          12.250%  04/15/08    54
Scotia Pac Co                         7.710%  01/20/14    74
Solectron Corp.                       0.500%  02/15/34    75
Source Media Inc.                    12.000%  11/01/04    75
Specialty PaperB                      9.375%  10/15/06    75
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    58
Toys R Us                             7.375%  10/15/18    71
Trans Mfg Oper                       11.250%  05/01/09    62
Transtexas Gas                       15.000%  03/15/05     1
Tribune Co                            2.000%  05/15/29    74
Trism Inc.                           12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    72
Triton Pcs Inc.                       9.375%  02/01/11    72
Tropical Sportsw                     11.000%  06/15/08    10
United Air Lines                      7.270%  01/30/13    59
United Air Lines                      7.371%  09/01/06    35
United Air Lines                      7.762%  10/01/05    60
United Air Lines                      7.870%  01/30/19    59
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.000%  12/15/03    24
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.125%  01/15/12    24
United Air Lines                      9.200%  03/22/08    52
United Air Lines                      9.350%  04/07/16    71
United Air Lines                      9.560%  10/19/18    70
United Air Lines                      9.750%  08/15/21    24
United Air Lines                     10.250%  07/15/21    22
United Air Lines                     10.670%  05/01/04    24
United Air Lines                     11.210%  05/01/14    23
United Homes Inc                     11.000%  03/15/05     0
Univ. Health Services                 0.426%  06/23/20    55
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49    25
US Air Inc.                          10.250%  01/15/49    12
US Air Inc.                          10.250%  01/15/49     7
US Air Inc.                          10.550%  01/15/49    25
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     3
US Air Inc.                          10.700%  01/01/49    26
US Air Inc.                          10.700%  01/15/49     3
US Air Inc.                          10.700%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.800%  01/01/49    28
US Airways Pass                       6.820%  01/30/14    65
Universal Stand                       8.250%  02/01/06     1
Venture Hldgs                         9.500%  07/01/05     0
Venture Hldgs                        11.000%  06/01/07     0
Venture Hldgs                        12.500%  06/01/07     0
WCI Steel Inc.                       10.000%  12/01/04    60
Werner Holdings                      10.000%  11/15/07    24
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    74
Wheeling-Pitt St                      6.000%  08/01/10    71
Winstar Comm                         10.000%  03/15/08     0
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                     4.500%  10/01/02     4


                          *********

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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