TCR_Public/060118.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 18, 2006, Vol. 10, No. 15

                          Headlines

ACCLAIM ENTERTAINMENT: KPMG Fights Proposed Rule 2004 Probe
AMC ENT: Plans to Offer $325M Sr. Sub. Notes in Private Placement
AMC ENTERTAINMENT: Court-Ordered Remediation Costs $20 Million
AMERIGAS PARTNERS: Offering $350 Million 7-1/8% Senior Notes
ANCHOR GLASS: Court Approves Houlihan Lokey as Financial Advisor

ANCHOR GLASS: Court Approves New Agreement with Anheuser-Busch
ANCHOR GLASS: Pepco Energy Can Retain Funds Paid after Aug. 8
ANDROSCOGGIN ENERGY: Committee Taps Marcus Clegg as Local Counsel
ASARCO LLC: Has Until May 15 to Make Lease Related Decisions
ASARCO LLC: Deadline for Tacoma & Ruston Assets Bids is Jan. 20

ASARCO LLC: Wants to Sell Sebastian Subsurface Coal Rights to HCC
ATA AIRLINES: Wilmington Trust Allowed to Vote on Amended Plan
BELVEDERE DEVELOPERS: List of 10 Largest Unsecured Creditors
CENTENNIAL COMMS: Distribution Spurs Ex-Dividend Stock Trading
CITIZENS COMMS: Completes $250 Million Share Repurchase Program

DC PROPERTIES: Section 341(a) Meeting Scheduled for Friday
DC PROPERTIES: Taps Messrs. Caldwell & Spradling as Bankr. Counsel
DELPHI CORP: Court Okays Restrictions in Equity & Claims Trading
DELPHI CORP: Court Approves Lease Renewal Procedures
DELPHI CORP: Judge Drain Approves Lease Rejection Procedures

DELTA AIR: Wants Until March 28 to File Schedules & Statements
DELTA AIR: Wants Merrill Lynch Term Sheet Approved
DELTA AIR: Aircraft Creditors Want Immediate Return of 3 Planes
FASSBERG CONSTRUCTION: Panel Taps Grobstein Horwath as Accountant
FOSS MANUFACTURING: Has Until Apr. 14 to Decide on Four Leases

GOODING'S SUPERMARKETS: Gronek & Latham Hired as Bankr. Counsel
GT BRANDS: Court Sets February 1 as Administrative Claims Bar Date
HIXSON ACADEMY: Case Summary & 16 Largest Unsecured Creditors
KAISER ALUMINUM: Inks First Amendment to Replacement DIP Financing
KAISER ALUMINUM: Court Approves $12.9MM Westport Settlement Pact

KNOLL INC: Files Lawsuit to Invalidate Humanscale Patent
MAGNATRAX CORP: Entry of Final Decree Extended Until March 14
MATTHEW STOVER: Case Summary & 20 Largest Unsecured Creditors
MILE HIGH: Receiver Wants Chapter 11 Trustee Appointed
MOUNTAIN HIGHLANDS: Case Summary & 10 Largest Unsecured Creditors

NES RENTALS: Names Bear Stearns as Financial Advisor
NORTHWEST AIR: Court Gives Interim Nod to Raise L/C to $80 Million
NORTHWEST AIR: Wants to Amend Special Value Aircraft Financing
NORTHWEST AIRLINES: Machinists Union to Vote on Contract Proposal
OCEANTRADE CORP: Gets Final Order to Obtain $350K DIP Loan

OCEANTRADE CORP: Files Schedules of Assets and Liabilities
PEACE ARCH: Gets $717,948 Proceeds from Exercise of Warrants
PIERRE FOODS: Earns $2.6 Million in Third Qtr. Ended Dec. 3, 2005
PITTSBURGH BREWING: Committee Taps Pascarella as Financial Advisor
R.F. CUNNINGHAM: Has Until February 1 to Decide on Smithtown Lease

RICHARD BUNSTEIN: Case Summary & 17 Largest Unsecured Creditors
ROUGE INDUSTRIES: Wants Until April 17 to File Notices of Removal
ROYAL GROUP: Completes Divestiture of 60% Stake in Royal Alliance
SAINT VINCENTS: Can Use Sun Life's Cash Collateral Until Feb. 2
SAINT VINCENTS: Court OKs $20.5 Mil. AICC Insurance Financing Pact

SAINT VINCENTS: Terminates Cavaliere Group Lease
SITESTAR CORPORATION: Buys All Netrover Shares for $604,535
SOUTH DAKOTA: MetaBank Wants Chapter 11 Case Dismissed
STELCO INC: Ernst & Young Files 47th Monitor's Report
STEVEN DAVID: Case Summary & 4 Largest Unsecured Creditors

STONE & WEBSTER: Plan Administrator & Trustee Want Pact Okayed
TELOGY INC: Court Okays Kronish Lieb as Special Tax Counsel
TELOGY INC: Court Okays Omni Management as Claims Agent
TRINITY SPRINGS: AMCON to Delay Filing of Form 10-K for FY 2005
TRISTAR HOTELS: Court Allows Holiday to Enforce License Terms

TXU CORP: Inks Multi-Million Settlement Pact with Texas Cities
TYCORP PIZZA: Court Okays Marcus Santoro as Bankruptcy Counsel
VARIG S.A.: Brazilian Court Ratifies Contingency Plan
VARIG S.A.: Concludes Separate Sale of VarigLog and VEM for $72MM
VARIG S.A.: Inks Financing Agreement With Boeing Capital

WESTERN IOWA: Wants to Sell Assets to National Materials for $5.9M
WESTON NURSERIES: Bankruptcy Court Sets March 3 as Claims Bar Date
WILLIAMS COS: $213.94 Mil. of Jr. Sub Notes Converted to Stock
WINN-DIXIE: U.S. Trustee Disbands Equity Panel Effective Jan. 11
WINN-DIXIE: 3 Parties Object to Equity Panel's Examiner Request

WINN-DIXIE: Wants to Settle Small Prepetition Litigation Claims
WODO LLC: Inks $16.8 Mil. DIP Financing Deal with Shames-Makovsky

* Angel & Frankel Merged With Cole Schotz Effective January 1

* Upcoming Meetings, Conferences and Seminars

                          *********

ACCLAIM ENTERTAINMENT: KPMG Fights Proposed Rule 2004 Probe
-----------------------------------------------------------
Controversy is brewing over the right of the Lead Plaintiffs in
the securities litigation involving Acclaim Entertainment, Inc.,
to compel chapter 7 Trustee Allen B. Mendolsohn, Esq., to produce
certain documents pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Lead Plaintiffs Penn Capital Management, Robert L. Manard and
Steve Russo asked the U.S. Bankruptcy Court for the Eastern
District of New York for authority to conduct a Rule 2004 inquiry
on Mr. Mendolsohn.

Through Rule 2004, the Lead Plaintiffs intend to procure documents
essential to the prosecution of their causes of action against
non-debtor defendants in the securities litigation, including the
Debtor's auditor, KPMG, LLP.

The Debtor is currently protected from the securities litigation
by the Bankruptcy Code's automatic stay provisions.  However, the
securities litigation is proceeding against the non-debtor
defendants.

KPMG wants the Bankruptcy Court to deny the Rule 2004 probe.  KPMG
says the discovery will not be conducted to further the Debtor's
bankruptcy cases but is in fact an attempt to circumvent the
statutory discovery stay imposed by the Private Securities
Litigation Reform Act.

                     Securities Litigation

In March 2003, Jerry Purvis filed a putative securities class
action in the U.S. District Court for the Eastern District of New
York against the Debtors and its officers.

The core allegations in the securities litigation pertain to the
Debtor and its officers' involvement in channel stuffing, reserve
manipulation, and improper accounting that resulted in false and
misleading financial statements.

Mr. Purvis' suit was consolidated with other putative securities
class action against the Debtor in July 2003 and Robert L. Manard
and Steve Russo were named as lead plaintiffs.

In a revised complaint filed on March 14, 2005, KPMG was named as
a defendant in the securities litigation.  The Debtor was not
named as a defendant in the revised complaint since it was already
under bankruptcy protection.

                      KPMG's Objection

Joseph T. Baio, Esq., at Wilkie Farr & Gallagher LLP, explains
that Rule 2004 discovery in a bankruptcy proceeding should not be
used to obtain information for use in an unrelated case or
proceeding pending before another tribunal.

In this case, Mr. Baio says that the Lead Plaintiffs have candidly
admitted that they seek Rule 2004 discovery for the improper
purpose of gathering information for use in the securities
litigation.  For this reason, Mr. Baio asks the Bankruptcy Court
to deny the Lead Plaintiffs' request.

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
Mendelsohn, Esq., serves as the chapter 7 Trustee.  Salvatore
LaMonica, Esq., at La Monica Herbst & Maniscalo, LLP, represents
the chapter 7 trustee.  When Acclaim filed for bankruptcy, it
listed $47,338,000 in total assets and $145,321,000 in total
debts.  In its bankruptcy petition, Acclaim listed GMAC Commercial
Finance as its primary creditor, owed $18 million.


AMC ENT: Plans to Offer $325M Sr. Sub. Notes in Private Placement
-----------------------------------------------------------------
AMC Entertainment Inc. intends to offer, subject to market and
other conditions, $325 million of senior subordinated notes in a
private placement.  The expected net proceeds of the offering
will be used to purchase the notes tendered in the tender offer
launched by Loews Cineplex Entertainment Corporation on
Dec. 21, 2005.

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

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

As reported in the Troubled Company Reporter on Jan. 13, 2006, the
Company intends to finance the Mergers and the refinancing of the
Company and Loews' existing indebtedness:

   -- New senior secured credit facility, consisting of:

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

   -- $325 million of new senior subordinated debt;

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

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

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

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

The notes being sold by AMC Entertainment Inc. will not be
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.  The notes
are being offered only to qualified institutional buyers under
Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act.

                      About Loews Cineplex

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

                     About AMC Entertainment

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

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
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'.

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

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

Ratings assigned:

  AMC Entertainment, Inc.:

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

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

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

Ratings affirmed:

  AMC Entertainment, Inc.:

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

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

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

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

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

  Marquee Holdings, Inc.:

    * B1 Corporate Family Rating affirmed

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

Rating Withdrawn:

  AMC Entertainment, Inc.:

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

Outlook changed to stable from negative.


AMC ENTERTAINMENT: Court-Ordered Remediation Costs $20 Million
--------------------------------------------------------------
AMC Entertainment Inc. will spend around $20 million to renovate
its theaters in response to the U.S. District Court for the
Central District of California's order in favor of the United
States Department of Justice regarding line of sight violations
against the Americans with Disabilities Act.

The cost is expected to be incurred over the term of the court's
order of 5 years.  Additionally, the order calls for payments of
$300,000 to the United States government and individual
complainants.

The Department of Justice, in a 1999 complaint, alleged that the
Company failed to provide persons in wheelchairs seating
arrangements with lines of sight comparable to the general public.
The Department alleged various non-line of sight violations as
well, which involve matters like parking areas, signage, ramps,
location of toilets, counter heights, ramp slopes, companion
seating and the location and size of handrails.

In December 2003, the District Court entered a consent order on
the non-line of sight issues under which the Company agreed to
remedy certain violations at 12 of its stadium-style theatres
and to survey and renovate for its patrons with disabilities at
139 stadium-style theatres and at certain theatres the Company may
open in the future.  The Company estimated the remediation costs
at 42.3 million, which is expected to be incurred over the
remaining term of 3.5 years.  Through September 29, 2005, the
Company has incurred $5 million of these costs.  The estimate is
based on actual costs incurred on remediation work completed to
date.  The actual costs of betterments may vary based on the
results of surveys of the remaining theatres.

The complaint is docketed as United States of America v. AMC
Entertainment Inc. and American Multi-Cinema, Inc.
(No. 99-01034 FMC (SHx)).

The Company plans to appeal the District Court's decision
regarding the line-of-sight violations.

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

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings 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'.

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

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

Ratings assigned:

  AMC Entertainment, Inc.:

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

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

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

Ratings affirmed:

  AMC Entertainment, Inc.:

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

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

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

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

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

  Marquee Holdings, Inc.:

    * B1 Corporate Family Rating affirmed

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

Rating Withdrawn:

  AMC Entertainment, Inc.:

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

Outlook changed to stable from negative.


AMERIGAS PARTNERS: Offering $350 Million 7-1/8% Senior Notes
------------------------------------------------------------
AmeriGas Partners, L.P., and its wholly owned subsidiary, AP Eagle
Finance Corp., is offering $350 million of 7-1/8% Senior Notes due
2016.

                       Terms of the Notes

The notes will bear interest at the rate of 7-1/8% per year.
Interest on the notes is payable on May 20 and November 20 of
each year, beginning on May 20, 2006.  The notes will mature on
May 20, 2016.  The Company may redeem some or all of the notes at
any time on or after May 20, 2011.  In addition, on or prior to
May 20, 2009, the Company may redeem up to 35% of the notes with
the proceeds of a registered public equity offering.  There is no
sinking fund for the notes.

The Company and AP Eagle, the co-obligor, will be co-issuers of
the notes.  Therefore, the obligations with respect to the notes
and those of AP Eagle Finance Corp. will be joint and several.
The noteholders can demand the full amount of the indebtedness
from the notes from the Company or AP Eagle.

The notes are unsecured and rank equally with all existing and
future senior indebtedness of the co-issuers.  The notes are
effectively subordinated to the indebtedness and other liabilities
of AmeriGas Propane, L.P. and its subsidiary, AmeriGas Eagle
Propane, L.P., collectively, the Company's operating partnership.

                          Underwriters

Citigroup Global Markets Inc., Credit Suisse First Boston LLC and
Wachovia Capital Markets, LLC are acting as the joint bookrunning
managers of the offering, and Citigroup Global Markets Inc. is
acting as representatives of the underwriters.

Each of these underwriters has agreed to purchase this principal
amount of notes:

                                             Principal
   Underwriter                            Amount of Notes
   -----------                            ---------------
   Citigroup Global Markets Inc.             $227,500,000
   Credit Suisse First Boston LLC              61,250,000
   Wachovia Capital Markets, LLC               61,250,000
                                          ---------------
      Total                                  $350,000,000
                                          ===============

The underwriters' 1.75% discount amounts to $6,125,000.

                         Use of Proceeds

The company estimates that the net proceeds of this offering will
be $343.5 million, after deducting underwriters' discounts and
commissions and offering expenses.  The Company will use the net
proceeds from the sale of the notes to:

   * refinance its 10% Senior Notes due 2006, which were issued on
     April 4, 2001, and mature on April 15, 2006, for a total
     estimated price of $60.8 million, including expenses incurred
     in the purchase but excluding accrued interest;

   * refinance its operating partnership's Series A and C First
     Mortgage Notes, which were issued on April 19, 1995, for a
     total estimated price of $246 million, including an estimated
     premium.

     The Company has outstanding:

     -- $160 million Series A First Mortgage Notes (with interest
        rates of 9.34% to 11.71% and maturity dates of April 2006
        through April 2009); and

     -- $68.8 million Series C First Mortgage Notes (with an
        interest rate of 8.83% and maturity dates of April 2006
        through April 2010); and

   * refinance its operating partnership's bank term loan in the
     amount of $35 million, with a current interest rate of
     5.1875%, which will mature on Oct. 1, 2006.

Any 10% Senior Notes due 2006 remaining outstanding after
completion of the tender offer will be repaid at maturity in
April 2006 with the net proceeds from this offering.  Any
remaining net proceeds will be used for general partnership
purposes.

A full-text copy of the Supplemented Prospectus is available for
free at http://ResearchArchives.com/t/s?450

AmeriGas Partners, L.P. (NYSE:APU) is the nation's largest retail
propane marketer, serving nearly 1.3 million customers from over
650 locations in 46 states.  UGI Corporation (NYSE:UGI) through
subsidiaries, owns 44% of the Partnership and individual
unitholders own the remaining 56%.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
AmeriGas Partners, L.P.'s $350 million senior notes due 2016,
issued jointly and severally with its special purpose financing
subsidiary AP Eagle Finance Corp., are rated 'BB+' by Fitch
Ratings.

Fitch also affirms APU's existing senior unsecured debt rating of
'BB+' and issuer default rating of 'BB+'.  Fitch said the Rating
Outlook is Stable.

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service:

   * assigned a B1 rating to AmeriGas Partners, L.P.'s proposed
     $350 million senior unsecured notes due 2016;

   * upgraded its existing $415 million of senior unsecured notes
     due 2015 to B1 from B2; and

   * affirmed its Ba3 corporate family rating.

Moody's said the rating outlook is stable.


ANCHOR GLASS: Court Approves Houlihan Lokey as Financial Advisor
----------------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida approved Anchor Glass Container
Corporation and its Special Committee of the Board of Directors'
request to employ Houlihan Lokey Howard & Zukin Capital as their
financial advisor.

Judge Paskay directs Houlihan Lokey to submit summary
descriptions of the services provided to the Debtor and the
professionals who provided those services.

In addition, the Court overrules all objections to Houlihan
Lokey's retention.

As reported in the Troubled Company Reporter on Aug. 30, 2005,
Houlihan Lokey, will:

   (a) assist with the development, negotiation and
       implementation of either a Restructuring Transaction,
       Merger and Acquisition Transaction, Financing Transaction
       or a combination thereof;

   (b) assist in valuing the Debtor and, as appropriate,
       valuing the Debtor's assets or operations;

   (c) provide expert advice and testimony relating to financial
       matters associated with the Transactions, including the
       feasibility of any Transaction and the valuation of any
       securities issued in connection with a Transaction;

   (d) to the extent specifically requested by the Debtor or the
       Special Committee, as the case may be:

          -- advise the Debtor and the Special Committee, as to
             mergers or acquisitions, the sale or other
             disposition of any of the Debtor's assets or
             business, alternative restructuring or
             reorganization strategies, and the potential
             availability of new debt or equity financing;

          -- develop a list of potential lenders, equity
             investors, acquirers and strategic partners, and
             interact with the investors in an effort to create
             interest in the Debtor; or

          -- prepare an offering memorandum to provide to
             interested investors and submit and discuss such
             offering memorandum with interested parties, and
             coordinate the negotiation of any Transaction with
             interested parties;

          -- assist with any due diligence investigations
             conducted in connection with any Transaction;

   (e) assist with any due diligence investigations conducted in
       connection with any Transaction;

   (f) assist in preparing proposals to creditors, shareholders
       and other parties-in-interest in connection with any
       Transaction;

   (g) assist with presentations to the Debtor's creditors,
       investors and other parties-in-interest regarding
       potential Transactions or other related issues; and

   (h) render other financial advisory and investment banking
       services as may be mutually agreed upon by the parties.

The Debtor offered Houlihan Lokey this compensation package:

   (A) Monthly Fee:

            $150,000 per month for six months; and
            $125,000 per month thereafter

       The Monthly Fee will be payable for a minimum of three
       Months.  After the first six months, 50% of the Monthly
       Fees actually paid will be credited against the
       Restructuring Transaction Fee or the M&A Transaction Fee.

   (B) Transaction Fees to be paid on the closing of a
       Transaction:

       * Restructuring Transaction Fee equal to the lesser of:

            $3,250,000; or

            0.75% of the face amount of outstanding Company
                  Obligations that are restructured, modified,
                  amended, forgiven or otherwise compromised.

       * M&A Transaction Fee equal to the lesser of:

            $3,250,000; or

            1% of Aggregate Gross Consideration.

         However, if an M&A Transaction is consummated as part
         of a Restructuring Transaction, Houlihan Lokey will be
         entitled to the greater of the M&A Transaction Fee or
         the Restructuring Transaction Fee, but not both.

       * Financing Transaction Fee equal to the sum of:

            1% of all senior secured notes and bank debt raised
               or committed;

            2% of the aggregate principal amount of all second
               lien or junior secured debt financing raised or
               committed;

            3% of all unsecured, non- senior and subordinate debt
               raised or committed; and

            5% of all equity of equity equivalents raised.

         The fees will be paid immediately out of the proceeds of
         the placement.

         However, no Financing Transaction Fee will be payable on
         amounts raised either:

            (i) as part of a DIP financing facility under Chapter
                11; or

           (ii) from Cerberus Capital Management, L.P. or any
                Cerberus affiliates or in connection with a
                Cerberus-sponsored transaction other than to the
                extent requested by the Debtor or the Special
                Committee.

       * Fairness Opinion Fee:  The fees will be market fees
         mutually agreed upon by Houlihan Lokey and the Debtor.

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


ANCHOR GLASS: Court Approves New Agreement with Anheuser-Busch
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
grants Anchor Glass Container Corporation's request to enter into
an amended supply agreement with Anheuser-Busch, Inc.

The Amended Agreement provides:

   (a) the Debtor's agreement to supply glass containers to some
       AB breweries;

   (b) a term to run from Oct. 1, 2005, through December 2009;

   (c) scheduled price increases;

   (d) certain cost pass-throughs; and

   (e) payment terms on the Debtor's emergence from bankruptcy.

As of the bankruptcy filing, Anchor Glass Container Corporation
and Anheuser-Busch, Inc., were parties to six agreements:

   1. Southeast Glass Bottle Supply Agreement, dated May 26, 1999;
   2. Bottle Supply Agreement, dated Dec. 18, 2000;
   3. Asset Purchase Agreement, entered into in February 2002;
   4. Trading Partner Agreement, dated Jan. 1, 2001;
   5. Electronic Payments Agreement, dated Dec. 18, 2000; and
   6. Equipment Lease entered into in February 2002.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
relates that Anheuser-Busch is a significant customer of the
Debtor.

As part of its reorganization process, the Debtor agreed to
compromise claims with Anheuser-Busch and enter into the Amended
Agreement.

The Amended Agreement amends and replaces the Southeast Agreement.
In addition, the Amended Agreement resolves all economic issues
between the parties with respect to the Asset Purchase Agreement,
the Equipment Lease and the $4,500,000 in payments by Anheuser-
Busch to the Debtor in 2003.

Mr. Soriano tells the Court that the Asset Purchase Agreement and
the Equipment Lease are no longer necessary to the Debtor's
business.  Pursuant to the Amended Agreement, there will be no
damages as a result of the rejection of these contracts.

The Amended Agreement acknowledges that the December 2000 Bottle
Supply Agreement will terminate by its own terms on Dec. 31,
2005, and will not be renewed, Mr. Soriano adds.

Both the Trading Partner and the Electronics Payment Agreements
are ancillary to and facilitate the Amended Agreement, Mr.
Soriano states.  The Debtor is not in default of those agreements
and no cure payments are due.

The Amended Agreement is a significant development in the Debtor's
reorganization efforts, Mr. Soriano asserts.  Together with other
agreements, the Amended Agreement will allow the Debtor to emerge
from Chapter 11 as a profitable company.

Accordingly, the Debtor seeks the Court's authority to:

   (a) enter into the Amended Agreement, as a modification and
       replacement of the Southeast Agreement;

   (b) assume the Trading Partner and the Electronics Payment
       Agreements; and

   (c) reject the Asset Purchase Agreement and the Equipment
       Lease.

The Debtor has shown the complete Amended Agreement to the
advisors to the Noteholders who have provided DIP financing to
the Debtor and to the advisors for the Official Committee of
Unsecured Creditors.  Both groups support the Debtor's request,
Mr. Soriano tells the Court.

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: Pepco Energy Can Retain Funds Paid after Aug. 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Pepco Energy Services, Inc., to retain the funds paid
by Anchor Glass Container Corporation on or after Aug. 8, 2005, on
account of prepetition invoices and to apply the postpetition
payments to postpetition utility services.

Judge Paskay directs Pepco to furnish to the Debtor a final
invoice for services rendered through Dec. 31, 2005, reflecting
all charges due from the Debtor for postpetition utility services,
which invoice will reflect a credit against the charges in the
amount of the postpetition payments.

If the final invoice reflects that Pepco owes money to the Debtor,
Pepco will promptly pay the amounts to the Debtor.  If the final
invoice reflects that the Debtor owes money to Pepco for
postpetition services, the Debtor will promptly pay the shortfall
to Pepco, and Pepco will have an administrative claim for the
shortfall pending payment of the amounts.

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: Committee Taps Marcus Clegg as Local Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave the
Official Committee of Unsecured Creditors in Androscoggin Energy
LLC's chapter 11 case permission to employ Marcus, Clegg &
Mistretta, P.A., as its local counsel.

The Committee hired Marcus Clegg as its local counsel because its
lead counsel -- Pepper Hamilton LLP -- is not admitted to practice
in the State of Maine.

Marcus Clegg and its professionals have considerable experience in
bankruptcy and commercial law areas, knowledge in the filing
requirements of the Bankruptcy Court for the District of Maine,
and are particularly well qualified to represent the Committee and
assist Pepper Hamilton.

Marcus Clegg will render all appropriate and necessary legal
services to the Committee and assist Pepper Hamilton in connection
with the Debtor's bankruptcy proceedings in the State of Maine.

George J. Marcus, Esq., a member of Marcus Clegg, is one of the
lead professionals from the Firm performing services to the
Debtor.

Mr. Marcus reports Marcus Clegg's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Shareholders         $215 - $425
    Associates           $110 - $215
    Paraprofessionals       $100

Marcus Clegg 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.

Founded on March 1, 1996, Marcus, Clegg & Mistretta, P.A. --
http://www.mcm-law.com/-- specializes in corporate and commercial
law.

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.


ASARCO LLC: Has Until May 15 to Make Lease Related Decisions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christ extended ASARCO LLC and its debtor-affiliates' time
to make determinations to assume, assume and assign or reject non-
residential real property leases through May 15, 2006, pursuant to
Section 365(d)(4) of the Bankruptcy Code.

As previously reported in the Troubled Company Reporter on
Dec. 22, 2005, the Debtors continue to be parties to a number of
nonresidential real property leases.  According to C. Luckey
McDowell, Esq., at Baker Botts L.L.P., in Dallas, Texas, the
Debtors are current on all of their postpetition obligations under
the Leases.

The Debtors assure Judge Schmidt that they will remain current
on all of their postpetition obligations under the Leases until
those Leases are assumed, assumed and assigned or rejected.

Mr. McDowell tells Judge Schmidt that since the Debtors have
focused their efforts on various demands inherent in large
reorganization cases, including responding to a just-ended labor
strike, obtaining DIP financing, and developing a viable
reorganization plan, the Debtors have been unable to accurately
evaluate and weigh the benefits or burdens to their estates of
assuming or rejecting the Leases.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Deadline for Tacoma & Ruston Assets Bids is Jan. 20
---------------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to sell 97 acres of
real property located in Tacoma and Ruston, Washington, to MC
Construction Consultants, Inc.

Before the bankruptcy filing, ASARCO determined that current
market conditions supported the sale of the Property.  James R.
Prince, Esq., at Baker Botts LLP, in Dallas, Texas, tells the
Court that ASARCO's estimated remedial obligations would reach
$22,000,000, if it does not dispose the Property.

Accordingly, ASARCO solicited bids for the Property from over 60
brownsfield redevelopers.  Among the nine entities who submitted
bids, ASARCO determined that MC Construction was the successful
bidder.

ASARCO and MC Construction entered into a purchase agreement
dated Dec. 8, 2005, for the sale of the Property.  The salient
terms of the Purchase Agreement are:

   (a) MC Construction will pay ASARCO $6,220,000 for the
       Property;

   (b) MC Construction will assume certain environmental
       liabilities associated with the Property, as well as some
       of the remedial obligations regarding certain offsite
       property;

   (c) MC Constriction will execute an agreement, providing for a
       $15,000 payment for each unit developed;

   (d) MC Construction will pay ASARCO other amounts as condition
       for declaring it as the winning bidder at the Auction;

   (e) ASARCO will sublet to MC Construction certain office space
       in Ruston, Washington, which ASARCO leases from the Town
       of Ruston.  ASARCO reserves the right to retain limited
       office space and services for not more than two of its
       employees at the subleased space.

Moreover, MC Construction has agreed to hire Sue O'Neill, and
lease her services back to ASARCO for no more than five hours per
week, pursuant to an Employee Leasing Agreement.

To maximize the value of the Property, ASARCO will solicit higher
and better offers for the Property pursuant to uniform bidding
procedures approved by the Court.

Any Competing Offer must be delivered and received no later than
Jan. 20, 2006.  The Competing Offer must provide consideration
to ASARCO's bankruptcy estate for at least $300,000 greater than
the MC Construction purchase price.  Competing Offers must be
accompanied by a $500,000 good faith deposit.

The Debtors will conduct an auction on Jan. 25, 2006, if at
least one qualified bid is received.

If the Court approves a sale to another bidder other than MC
Construction, ASARCO will pay MC Construction a $500,000 break-up
fee.

Failure of the successful bidder to consummate the sale will
entitle ASARCO to select the next highest qualified bidder.

The Court will consider the Tacoma Property Sale on Jan. 30, 2006.
Objections are due January 27.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Sell Sebastian Subsurface Coal Rights to HCC
-----------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to sell its
subsurface coal rights in Sebastian County, Arkansas, to
Hartshorne Carbon Company, for $500,000, pursuant to an agreement
dated Oct. 31, 2005, free and clear of liens, claims, encumbrances
and interests.

ASARCO sold its surface rights in the 1970s and now owns only
the Coal Rights, James R. Prince, Esq., at Baker Botts LLP, in
Dallas, Texas, relates.  HCC owns the surface rights, as well as
all of the surrounding mining rights, and has the only
underground access to ASARCO's Coal Rights.

HCC has agreed to pay ASARCO royalties of 6% to 8% of the net
sales price of the coal produced from the Coal Rights.  The
royalties may be worth as much as $60,000,000 to $80,000,000 over
an estimated 35-year term, depending on the mining rate, Mr.
Prince points out.

HCC has agreed to begin paying ASARCO a minimum royalty beginning
on the 25th month after the date of the Purchase Agreement.  HCC
has also agreed to guarantee production until 10,000,000 tons of
coal are produced from the Coal Rights.

Mr. Prince discloses that HCC is willing to grant a valuable
royalty to ASARCO for two reasons:

   1. The coal reserves have a thicker seam, which means HCC will
      get a better yield from ASARCO's coal than it does from its
      own reserves; and

   2. The coal is metallurgical grade and can be used to produce
      steel whose prices have recently risen because of the
      demand for steel in China and India.

Under the Purchase Agreement, each party will indemnify the other
party and its representatives for any liability arising from any
breach in the agreement.

ASARCO also indemnifies certain persons for any claim for
brokerage or finder's fees or commissions allegedly made by any
person with ASARCO.  However, the indemnity obligations are not
triggered until the total damages exceed $10,000 and is limited
to $50,000.

The Coal Rights are being sold "As Is" with limited
representations and warranties relating to organization,
authority, title, and that no impediments, actions or other
agreements would prohibit the transfer of the Coal Rights.

                           *     *     *

Judge Schmidt directs ASARCO to publish and post a notice of the
proposed sale:

   (i) in the January 2006 issues of the publications "Coal News"
       and "Coal Age"; and

  (ii) on the Web site, http://www.coalminer.com/

to solicit higher and better bids for the Coal Rights.

If no higher or better offer is received before Jan. 16, 2006,
the Court authorizes to proceed with the sale to Hartshorne
Carbon Company, free and clear of liens, claims, encumbrances and
interests.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Wilmington Trust Allowed to Vote on Amended Plan
--------------------------------------------------------------
In a Court-approved stipulation, Wilmington Trust Company, solely
in its capacity as loan trustee and as subordination agent with
regard to 1996-1 and 1997-1 Series of ATA EETCs, ATA Airlines,
Inc., its debtor-affiliates and the Ad Hoc Committee agree that
these claims will be temporarily allowed:

    (a) Claim No. 1797 for $27,800,236; and
    (b) Claim No. 1804 for $40,199,765.

The temporary allowance is solely for the purpose of allowing
Wilmington Trust and its beneficiaries, including but not limited
to the members of the Ad Hoc Committee, to vote on the amended
Plan.

Wilmington Trust is engaged in various transactions involving
aircraft equipment financing arrangements relating to various
aircraft.  The Ad Hoc Committee is comprised of certain holders of
Class A certificates issued pursuant to the 1996-1 and 1997-1
EETCs.  The Class A Certificates were issued by pass through
trusts which are the holders of notes issued by certain trusts
that lease the Aircraft and the engines associated with the
Debtors.

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


BELVEDERE DEVELOPERS: List of 10 Largest Unsecured Creditors
------------------------------------------------------------
Belvedere Developers, LLC, submitted a list of its Largest
Unsecured Creditors to the U.S. Bankruptcy Court for the District
of Rhode Island.

The Debtor's 10 largest unsecured creditors are:

          Entity                            Claim Amount
          ------                            ------------
    Fred H. Barrows, III                        $280,080
    41 Ridge Road
    Bristol, RI 02809

    John Whistler                                $43,000
    10 Nayatt Road
    Bristol, RI 02806

    Edwards, Angell, Palmer & Dodge              $40,000
    2800 Financial Plaza
    Providence, RI 02903

    Cayer Prescott Clune                         $38,458
    2 Charles Street
    Providence, RI 02904

    James J. Mullen, Esq.                        $30,000
    55 Lafayette Street
    Bristol, RI 02809

    Prescott-Chatellier Fontain                   $5,284
    2 Charles Street
    Providence, RI 02904

    Thomas Lyons                                  $4,900
    P.O. Box 976
    Bristol, RI 02809

    Robert Rondeau                                $3,500
    2 Mulberry Road
    Bristol, RI 02809

    Asterio and Diana Sousa                       $2,500
    Box 777
    Bristol, RI 02809

    Laura Driver                                  $2,500
    10 High Street
    Bristol, RI 025809

Headquartered in Bristol, Rhode Island, Belvedere Developers LLC
(fka Bristol Hotel Partners LLC) filed for chapter 11 protection
on Nov. 25, 2005 (Bankr. D. R.I. Case No. 05-15710).  Edward J.
Bertozzi, Jr., Esq., at Edwards Angells Palmer & Dodge LLP,
represents 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 debts between $1
million and $10 million.


CENTENNIAL COMMS: Distribution Spurs Ex-Dividend Stock Trading
--------------------------------------------------------------
Centennial Communications Corp.'s common stock began trading
ex-dividend on Jan. 6, 2006, after the Company paid a special cash
dividend of $5.52 per share to its common stockholders.

Trading ex-dividend means the seller retains the right to receive
a previously declared dividend.  The buyer receives the share of
stock, but not the right to receive the dividend.

The Company used the proceeds from its $550 million senior notes
offering and a portion of available cash.

To compensate holders of the Company's outstanding stock options
for the loss in economic value of the options resulting from
payment of the special cash dividend, the Compensation Committee
of the Company's Board of Directors approved on December 21, 2005:

   (1) an adjustment, pursuant to Centennial's 1999 Stock Option
       and Restricted Stock Purchase Plan, to the exercise price
       and number of options held by holders of outstanding  stock
       options under the Plan; and

   (2) paying holders of vested stock options with an exercise
       price less than $13.22.  The aggregate amount of the cash
       payments is approximately $12.96 million.

This amount represents the actual dividend that the holders would
have received had they exercised all vested options on a cashless
basis immediately before the Company common stock began trading
ex-dividend on January 6, 2006 assuming a stock price of $13.22.

The adjustment and the cash payments, taken together, provides
each holder of outstanding stock options with the same economic
value immediately after the time the Company common stock began
trading ex-dividend as the holder had immediately prior to the
time.

CEO Michael J. Small will receive $5,662,730.

The list of stock option holders are available for free at
http://ResearchArchives.com/t/s?44e

Based in Wall, N.J., Centennial Communications, (NASDAQ: CYCL) --
http://www.centennialwireless.com/-- is a leading provider of
regional wireless and integrated communications services in the
United States and the Caribbean with approximately 1.3 million
wireless subscribers and 326,400 access lines and equivalents.
The U.S. business owns and operates wireless networks in the
Midwest and Southeast covering parts of six states.  Centennial's
Caribbean business owns and operates wireless networks in Puerto
Rico, the Dominican Republic and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

At Nov. 30, 2005, Centennial Communications' balance sheet
showed a $490,868,000 stockholders' deficit, compared to a
$518,432,000 deficit at May 31, 2005.


CITIZENS COMMS: Completes $250 Million Share Repurchase Program
---------------------------------------------------------------
Citizens Communications Company (NYSE: CZN) completes its
$250 million share repurchase program it disclosed in May 2005.

The Company also plans to retire $228 million of its debt middle
of this year from cash on hand.

As reported in the Troubled Company Reporter on May 30, 2005,
Fitch Ratings believes the commitment to retire the debt is an
important balance to the company's stock repurchase activities and
contributes to credit stability.

As of September 30, 2005, the Company has assets amounting to
$6,455,417 and equity totaling $1,151,634.

A full-text copy of the Company's quarterly report in Form 10-Q
filed with the Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?2bd

Citizens Communications Corporation is a telecommunications
company headquartered in Stamford, Connecticut.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Fitch Ratings affirmed the 'BB' rating on Citizens Communications
Company's senior unsecured debt securities and the 'BB-' rating on
Citizens Utilities Trust's 5% company-obligated mandatorily
redeemable convertible preferred securities due 2036.  Fitch said
Citizens' Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Stamford, Connecticut-based Citizens Communications Co., including
the 'BB+' corporate credit rating.  S&P said the outlook is
negative.


DC PROPERTIES: Section 341(a) Meeting Scheduled for Friday
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of DC
Properties, LLC's creditors at 11:00 a.m., on Jan. 20, 2006, at
the Office of the U.S. Trustee, Room 2009, Robert C. Byrd
Courthouse, 300 Virginia Street East located in Charleston, West
Virginia.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Huntington, West Virginia, DC Properties, LLC,
filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.
W.Va. Case No. 05-26014).  Joseph W. Caldwell, Esq., at Caldwell &
Riffee, and Marshall C. Spradling, Esq., represents 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 and $50 million.


DC PROPERTIES: Taps Messrs. Caldwell & Spradling as Bankr. Counsel
------------------------------------------------------------------
DC Properties, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of West Virginia to
employ Joseph W. Caldwell, Esq., at Caldwell & Riffee and Marshall
C. Spradling, Esq., as its bankruptcy counsel.

Messrs. Caldwell and Spradling are expected to:

    (a) prepare and file schedules and statements and providing
        information to the Court and creditors regarding the
        assets, liabilities and business affairs of the Debtor;

    (b) file all necessary applications, motions and other
        pleadings regarding matters to be submitted to the Court
        for which approval is required by the Bankruptcy Code;

    (c) advise management of the Debtor regarding the rights,
        powers and duties of the Debtor, as a debtor-in-possession
        under the Bankruptcy Code;

    (d) propose adequate protection arrangements and resist stay
        relief motions;

    (e) assist management of the Debtor in the preparation of any
        Disclosure Statement and Plan of Reorganization; and

    (f) provide such general, commercial representation as is
        necessary in the ordinary course of the business of the
        Debtor.

The Debtor discloses that Messrs. Caldwell and Spradling will be
paid $225 per hour.

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

Mr. Spradling also assures the Court that he does not represent
any interest adverse to the Debtor or its creditors.

Headquartered in Huntington, West Virginia, DC Properties, LLC
filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.
W.Va. Case No. 05-26014).  Joseph W. Caldwell, Esq., at Caldwell &
Riffee, and Marshall C. Spradling, Esq., represents 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 and $50 million.


DELPHI CORP: Court Okays Restrictions in Equity & Claims Trading
----------------------------------------------------------------
To protect and preserve their valuable Tax Attributes, Delphi
Corporation and its debtor-affiliates ask the Honorable Robert
Drain of the U.S. Bankruptcy Court for the Southern District of
New York to approve notice and hearing procedures regarding the
trading of claims against, and equity securities in, the Debtors,
that must be complied with as a precondition to the effectiveness
of the trades or transfers.

                   Trading in Equity Securities

    (a) Any person or entity who currently is or becomes a
        Substantial Equityholder must file with the Court, and
        serve on the Debtors and their counsel, a notice of that
        status;

    (b) Prior to effectuating any transfer of equity securities
        that would result in an increase in the amount of the
        Debtors' common stock beneficially owned by a Substantial
        Equityholder or would result in a person or entity's
        becoming a Substantial Equityholder, that Substantial
        Equityholder must file with the Court, and serve on the
        Debtors, advance written notice of the intended transfer
        of equity securities;

    (c) Prior to effectuating any transfer of equity securities
        that would result in a decrease in the amount of common
        stock of Delphi beneficially owned by a Substantial
        Equityholder, or would result in a person or entity's
        ceasing to be a Substantial Equityholder, the Substantial
        Equityholder must file with the Court, and serve on the
        Debtors and counsel to the Debtors, advance written
        notice of the intended transfer of equity securities;

    (d) The Debtors will have 30 calendar days after receipt of a
        Notice of Proposed Transfer to file with the Court and
        serve on the Substantial Equityholder an objection to any
        proposed transfer of equity securities on the grounds that
        the transfer might adversely affect the Debtors' ability
        to utilize their Tax Attributes;

    (e) If the Debtors file an objection, the transaction would
        not be effective unless approved by a final and non-
        appealable Court order; and

    (f) If the Debtors do not object within the 30-day period, the
        transaction could proceed solely as set forth in the
        Notice of Proposed Transfer.  Further transactions must be
        the subject of additional notices, with an additional 30-
        day waiting period.

                           Trading in Claims

    (a) Any person or entity which currently is or becomes a
        Substantial Claimholder must file with the Court, and
        serve on the Debtors and their counsel, a notice of that
        status;

    (b) Prior to effectuating any transfer of claims that would
        result in an increase in the amount of aggregate principal
        claims beneficially owned by a Substantial Claimholder or
        would result in a person or entity's becoming a
        Substantial Claimholder, that Substantial Claimholder must
        file with the Court, and serve on the Debtors and their
        counsel, advance written notice of the intended transfer
        of claims, regardless of whether the transfer would be
        subject to the filing, notice, and hearing requirements of
        Rule 3001 of the Federal Rules of Bankruptcy Procedure;

    (c) Prior to effectuating any transfer of claims that would
        result in a decrease in the amount of aggregate principal
        claims beneficially owned by a Substantial Claimholder or
        would result in a person or entity's ceasing to be a
        Substantial Claimholder, that Substantial Claimholder must
        file with the Court, and serve on the Debtors and their
        counsel, advance written notice of the intended transfer
        of claims, regardless of whether the transfer would be
        subject to the filing, notice, and hearing requirements of
        Bankruptcy Rule 3001;

    (d) The Debtors will have 30 calendar days after receipt of a
        Notice of Proposed Transfer to file with the Court and
        serve on the Substantial Claimholder an objection to any
        proposed transfer of claims on the grounds that the
        transfer might adversely affect the Debtors' ability to
        utilize their Tax Attributes;

    (e) If the Debtors file an objection, the transaction would
        not be effective unless approved by a final and non-
        appealable Court order; and

    (f) If the Debtors do not object within the 30-day period, the
        transaction could proceed solely as set forth in the
        Notice of Proposed Transfer.  Further transactions must be
        the subject of additional notices, with an additional 30-
        day waiting period.

                         *     *     *

The Court grants the Debtors' request to (a) restrict trading in
stock of Delphi by persons who would acquire -- or dispose of --
substantial amounts of the stock and (b) require substantial
holders of indebtedness of the Debtors to dispose of
indebtedness, on a final basis.

The Final Order provides that:

   (1) the Threshold Amount is $190,000,000;

   (2) a "substantial equityholder" includes any person or entity
       that has Tax Ownership of at least 26.5 million shares of
       Stock representing approximately 4.75% of the outstanding
       Stock; and

   (3) a "substantial claimholder" includes any person or entity
       that has Tax Ownership of an aggregate amount of Covered
       Claims measured where applicable by principal and accrued
       interest as of the Petition Date that equals or exceeds
       the $190,000,000.

To permit reliance by the Debtors upon Treasury Regulation
Section 1.382-9(d)(3), any Entity that participates in
formulating any Chapter 11 plan of or on behalf of the Debtors
will not -- and will not be asked to -- disclose or otherwise
make evident to the Debtors that any Covered Claims of which that
Entity has Tax Ownership are Newly Traded Covered Claims.

Any Entity found by the Court to have willfully violated the
Participation Restriction, and who, as a result, would prevent
the Debtors from implementing a 382(l)(5) Plan, will be required
to dispose of Newly Traded Covered Claims of which the Entity has
Tax Ownership to the extent necessary to protect the Debtors'
ability to effect successful implementation of the 382(l)(5)
Plan.

A full-text copy of the Final Claims Trading Order is available
free of charge at http://ResearchArchives.com/t/s?457

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: Court Approves Lease Renewal Procedures
----------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 5, 2006,
Delphi Corporation and its debtor-affiliates ask the Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York for authority to establish uniform procedures
by which they may enter into or renew existing non-residential
real property leases or subleases without the need for further
Court approval.

                   Lease Renewal Procedures

    (a) For a Lease with average lease obligations of $200,000 or
        less per annum or Lease obligations of $1,000,000 or less
        in the aggregate, the Debtors would be authorized but not
        directed to enter into or renew the Lease without further
        notice to any notice party or Court approval.

    (b) For a Lease with average lease obligations of $200,001 or
        more per annum or Lease obligations in excess of
        $1,000,000 up to and including $5,000,000 in the
        aggregate, the Debtors would give notice of the proposed
        Lease to:

          (1) the Office of the United States Trustee for the
              Southern District of New York;

          (2) counsel to the Official Committee of Unsecured
              Creditors;

          (3) counsel for the agent under the Debtors' prepetition
              credit facility; and

          (4) counsel for the agent under the Debtors'
              postpetition credit facility.

        The Lease Notice would include these information:

          (1) The proposed Lease to be entered into or renewed;

          (2) The identity of the lessor, including a statement
              that the proposed lessor is not an "insider," as
              defined in Section 101(31) of the Bankruptcy Code;
              and

          (3) A description of the terms of the proposed Lease.

        The Notice Parties would have five business days after
        initial receipt of the Lease Notice to object to or
        request additional time to evaluate the proposed Lease.
        If the Debtors' counsel receives no written objection or
        written request for additional time prior to the
        expiration of the five day-period, the Debtors would be
        authorized to enter into or renew the Lease.  If a Notice
        Party timely objects to the proposed Lease, the Debtors
        and the objecting Notice Party would meet and confer in an
        attempt to negotiate a consensual resolution.  Should
        either party determine that an impasse exists, then the
        Debtors would move the Court for authority to enter or
        renew the Lease, as the case may be, upon notice to the
        objecting party and other parties-in-interest.

    (c) For a Lease with lease obligations in excess of $5,000,000
        in the aggregate, the Debtors would be authorized to enter
        into a Lease only after obtaining Court approval of the
        proposed Lease after notice and a hearing.

                        *     *     *

The Court approves the Lease Renewal Procedures, subject to these
changes:

  (1) The Debtors will use reasonable efforts to provide notice
      of the terms of any De Minimis Lease -- a lease that has
      average lease obligations of $200,000 or less -- that they
      intend to enter into to counsel for the Official Committee
      of Unsecured Creditors prior to entering into the De
      Minimis Lease;

  (2) In the event Debtors are unable to provide the notice to
      counsel for the Creditors Committee prior to entering into
      a De Minimis Lease, Debtors will provide the notice after
      they enter into the De Minimis Lease;

  (3) If a lessor under a De Minimis Lease is an "insider" as
      defined in Section 101(31) of the Bankruptcy Code, the
      Debtors will comply with the procedures set for leases with
      average lease obligations of $200,001 or more per annum;
      and

  (4) The Notice Parties will have 10 business days following
      receipt of the Lease Notice to object to or request
      additional time to evaluate the proposed Lease.

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: Judge Drain Approves Lease Rejection Procedures
------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 3, 2006,
Delphi Corporation and its debtor-affiliates are parties to
approximately 90 non-residential unexpired real property leases or
subleases.  As part of their ongoing restructuring efforts, the
Debtors may seek to reject some of the Leases.

The Debtors believe that the costs associated with the
administrative process of drafting, filing, and serving pleadings
and sending required notice to all parties-in-interest to reject
the Leases and abandon related personal property including
furniture, fixtures, and equipment will reduce the benefit that
they and their Chapter 11 estates would otherwise gain by
rejecting the Leases.

The Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York to implement uniform procedures for the
rejection of the Leases and the abandonment of Expendable
Property.

                       Orix's Objections

Orix Warren, LLC, and Delphi Automotive Systems, LLC, are parties
to a lease for nonresidential real property located at 4551
Research Parkway, in Warren, Ohio.

Jeffrey C. Wisler, Esq., at Connolly Bove Lodge & Hutz LLP,
asserts that the Lease Rejection Procedures formulated by the
Debtors should be denied on these grounds:

   (1) The Notice Parties are inadequate and should include
       counsel of the affected lessors;

   (2) The Debtors are not permitted to remove the furniture,
       fixture and equipment in the Leased Premises without
       regard to the Lease and applicable state law;

   (3) The Debtors must return the leased premises to the lessor
       in the condition required by the underlying lease in
       accordance with Section 365(d)(3) of the Bankruptcy Code;

   (4) The proposed rejection date of 10 calendar days following
       issuance of the Rejection Notice is improper.  The
       rejection must be preceded by a full and unequivocal
       surrender of the leased premises;

   (5) Lessors should be granted an allowed administrative
       expense claim for all costs associated with the removal of
       non-affixed furniture, fixture and equipment left and any
       clean up-costs;

   (6) While the Debtors propose that the abandonment be deemed
       effective after 10 days' notice, Rule 6007(a) of the
       Federal Rules of Bankruptcy Procedure requires the Debtors
       to provide 15 days' notice; and

   (7) The abandonment of the furniture, fixture and equipment
       must be declared free and clear of any claims and
       encumbrances to allow the affected lessor to dispose of
       those items without any liability.

                        *     *     *

The Court authorizes the Debtors to implement the Lease Rejection
Procedures.  The rejection of a lease, if any, will become
effective as of 10 calendar days -- excluding Saturdays and
Sundays -- following the issuance of a Rejection Notice.

However, The Honorable Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York clarifies that nothing
in the Order will authorize the Debtors to abandon the leased
equipment which is the subject of the Master Lease dated Aug. 1,
2005, between General Electric Capital Corporation and Delphi
Corp.

With respect to the Orix Lease, Judge Drain rules that:

   (i) any Notice of Rejection of the Lease will be served upon
       counsel for Orix;

  (ii) the Debtors will surrender possession of the Leased
       Premises on or before the applicable Rejection Date,
       provided however, that both the Debtors and Orix reserve
       all rights with regard to the effective date of rejection
       if the Debtors do not surrender possession of the Leased
       Premises to Orix on or before the proposed applicable
       Rejection Date;

(iii) the Debtors are not and will not be authorized to remove
       personalty from the Leased Premises in violation of the
       Lease or applicable state law; and

  (iv) both the Debtors and Orix reserve all rights with regard
       to any proposal by the Debtors to abandon personalty at
       the Premises should the Debtors seek to reject the
       Lease.

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)


DELTA AIR: Wants Until March 28 to File Schedules & Statements
--------------------------------------------------------------
Pursuant to Rules 1007(a)(4) and 1007(c) of the Federal Rules of
Bankruptcy Procedure, Delta Air Lines Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to extend through and including March 28, 2006, their
deadline to file:

   (i) schedules of assets and liabilities;

  (ii) schedules of current income and expenditures;

(iii) schedules of executory contracts and unexpired leases; and

  (iv) statements of financial affairs.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explains that, while the Debtors' employees and professionals
have been working diligently to prepare the Schedules, the
Debtors likely will not be able to properly and accurately
complete the Schedules by Jan. 27, 2006.

According to Mr. Huebner, since the Petition Date, the Debtors
employees and professionals have devoted much time and effort to:

   (i) stabilizing the Debtors' business operations to maximize
       the value of their estates;

  (ii) negotiations and related proceedings under Section 1113 of
       the Bankruptcy Code before the Court;

(iii) analyzing a significant number of non-residential real
       property leases to determine whether to assume or reject
       them; and

  (iv) evaluating various aircraft financing arrangements in
       light of Section 1110 of the Bankruptcy Code and
       conducting negotiations with numerous counterparties.

The Debtors also relate that to prepare their schedules, they
need to compile information from various sources relating to
thousands of claims, assets and contracts.  The information is
voluminous and is located in numerous places throughout the
Debtors' organization, thus collecting the required data requires
an enormous amount of time and effort on the part of the Debtors'
employees and professionals.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants Merrill Lynch Term Sheet Approved
--------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of New York
to:

   (a) execute and perform their obligations under a term sheet
       entitled "Principal Terms of Restructured Proposal," which
       Delta Air Lines, Inc., negotiated with Merrill Lynch
       GENCO, LLC, as controlling party;

   (b) extend the 60-day period set forth in Section 1110 of
       the Bankruptcy Code on the terms contained in the Term
       Sheet; and

   (c) negotiate, execute and perform under definitive agreements
       implementing the terms of the Term Sheet.

The Term Sheet relates to the Parties' transactions involving
seven aircraft, bearing U.S. Registration Nos. N906DL, N907DL,
N908DL, N909DL, N910DL, N911DL, and N912DL, and related engines,
equipment, and documents.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
explains that the Term Sheet will facilitate the negotiation of
new operating leases so that Delta may continue to operate each
of the Aircraft.

Mr. Wiles also relate that, as a result of certain revised
payment terms and other modifications to the Aircraft Agreements
that will be effected through the Term Sheet, Delta will realize
significant savings.

Delta assures the Court that the agreements and settlements
reflected in the Term Sheet are fair, equitable, and in the best
interests of Delta's estate.  In addition, the Term Sheet has
been negotiated at arm's-length and in good faith.

                          Payment Terms

Under the Term Sheet, the monthly rentals for each Aircraft are
revised.  The new monthly rentals take effect on the later of:

   * the 20th day of the month following the effective date of
     the New Leases; and

   * Jan. 20, 2006.

                            Duration

The terms of the Aircraft Agreements are extended so that the New
Leases will have 10-year terms from October 20, 2005.  The
Parties may renew the New Leases after the expiration of the
extended terms, provided that Delta must give 180 days notice of
the exercise of that option, and that the renewal should be at
fair market value to be determined in a commercially reasonable
manner acceptable to Delta and the Controlling Party.

                        Return Conditions

The Parties agree on the detailed specifications as to the
physical condition in which any Aircraft Equipment must be
returned at the end of the term of the applicable New Lease.

                   Administrative Expense Claims

Delta will pay additional amounts equal to 1/12 of the aggregate
amount of the proposed monthly rentals for each Aircraft that
have accrued since the Petition Date through Jan. 20, 2006.
The payment will be deemed to satisfy in full any administrative
expense claims for basic rent for the Aircraft within that
period.

The Controlling Party will be entitled to an allowed
administrative expense claim in respect of "maintenance burn," as
calculated pursuant to the Term Sheet, if, prior to exiting its
Chapter 11 case, Delta:

     (i) rejects an Aircraft Agreement;

    (ii) commences a case under Chapter 7 of the Bankruptcy Code;
         or

   (iii) suffers an event of loss or event of default with
         respect to an Aircraft.

               Extension of Section 1110 Period

The 60-day period set under Section 1110 with respect to the
Aircraft will be extended from Nov. 14, 2005, until the
earlier of:

   * the date of the execution of the New Leases; and

   * March 31, 2006.

If Delta defaults on any material provision of the Term Sheet,
including the failure to make the described interim payment, to
insure the Aircraft as provided in the Aircraft Agreements, or to
maintain the Aircraft as provided in the Term Sheet, the
Controlling Party can terminate the Extension Period at 10
business days written notice to Delta.

                         Additional Terms

Delta will pay the reasonable fees and expenses of legal counsel
incurred by the Controlling Party in connection with the
restructuring of the Aircraft Agreements and the associated
representation of the Controlling Party in Delta's Chapter 11
case up to a $20,000 cap per Aircraft.  Delta will also pay for
all costs associated with any filings with the Federal Aviation
Administration and Delta's FAA counsel.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Aircraft Creditors Want Immediate Return of 3 Planes
---------------------------------------------------------------
Four aircraft creditors ask the U.S. Bankruptcy Court for the
Southern District of New York to compel Delta Air Lines, Inc., to
comply with the "immediately surrender and return" requirements of
Section 1110(c) of the Bankruptcy Code with respect to three
Boeing 767-332 aircraft bearing FAA registration numbers N116DL,
N118DL and N119DL.

The aircraft creditors are:

   -- Tokyo Leasing (USA) Inc.,
   -- Natexis Banques Populaires SA,
   -- HSH Nordbank AG, and
   -- Morgan Stanley & Co. Incorporated.

Ronald Scheinberg, Esq., at Vedder, Price, Kaufman & Kammholz, in
New York, explains that since the Petition Date, the Aircraft
Creditors and Delta had sought to attain a consensual
restructuring of the leveraged lease obligations involving the
Aircraft.  During this time, Delta has used each of the three
Aircraft after the Petition Date without any payment of rent for
the use.

After these efforts failed, on Dec. 13, 2005, the Debtors
asked the Aircraft Creditors to make a Section 1110(c) demand to
save these estates from the time and expense associated with a
rejection motion.  Complying with Delta's request, the Aircraft
Creditors made a demand for the immediate surrender and return of
the Aircraft Equipment to J.P. Morgan Chase Bank, successor-in-
interest to NationsBank of Georgia, N.A., as indenture trustee,
at Southern California Aviation in Victorville, California.

Although the Debtors had originally stated that they would
cooperate with the return of the Aircraft, upon the Aircraft
Creditors' refusal to accede to a new request by Delta to waive
all postpetition administrative claims in exchange for Delta's
cooperation in the surrender and return of the Aircraft, Delta
threatened to make the return of the three Aircraft a "difficult"
process for the Aircraft Creditors.

On December 21, the Debtors made good on their threat.  Instead
of "surrendering and returning" the Aircraft Equipment to
Victorville, the Debtors unilaterally stated that they, in
effect, are abandoning the Aircraft Equipment and that the
Aircraft Creditors must collect the equipment.

To make matters worse, Mr. Scheinberg says the Debtors have
stated that the Aircraft Equipment is disbursed over -- and will
need to be collected from -- three separate locations, and four
of the six engines are off wing.  Delta also intends to abandon
most of the Aircraft Equipment at Delta's facility at Atlanta
Hartsfield International Airport, a facility to which the
Aircraft Creditors and their agents do not have access due to the
strict security clearance requirements for the airport.

In this manner, Mr. Scheinberg continues, the Debtors have
transposed their affirmative duty to "surrender and return" the
Aircraft Equipment under Section 1110(c) into (i) an abandonment
by Delta and (ii) a collection and recovery effort by the
Aircraft Creditors.  In addition, because the Aircraft Creditors
do not even have access to the majority of the Aircraft Equipment
which remains in Delta's dominion and control, there is a severe
risk that Delta will not properly maintain, insure and store the
Aircraft Collateral pending the resolution of the dispute.

Mr. Scheinberg contends that because one of the aircraft is
already stored in Victorville and Victorville is one of the
primary facilities where Delta stores aircraft -- and the other
two aircraft were still in service at the time of the Demand --
the Aircraft Creditors' selection of Victorville is inherently
reasonable.

The Aircraft Creditors seek immediate redress to ensure that
Delta does not evade the express statutory obligations imposed
upon it by Section 1110(c), Mr. Scheinberg tells Judge Beatty.

"Delta's offer to abandon the Aircraft Equipment at multiple
locations at which the Aircraft Creditors currently have no
access amounts to a blatant and unreasonable effort to harass the
Aircraft Creditors and undermine the protections provided under
Section 1110(c)," Mr. Scheinberg says.

The three Aircraft are subject to a leveraged lease transaction
with Delta as evidenced by:

   (a) a Trust Indenture and Security Agreement (Delta 1986-7,
       8 & 9), dated as of December 1, 1986, and amended and
       restated as of October 1, 1992, between Wilmington Trust
       Company, as owner trustee, and JPMorgan;

   (b) leases between the owner trustee and Delta relating to
       the Aircraft; and

   (c) a participation agreement.

The Aircraft Creditors are the lenders in the Leveraged Lease
Transaction.  Each of the Aircraft Creditors holds through the
Indenture Trustee a perfected lien on the Aircraft Equipment.

                       Debtors Object

The Aircraft Creditors' assertion that the Debtors have
"threatened" and "harassed" the Creditors and have disregarded
their obligations under Section 1110(c) misrepresent the Debtors'
actions and ignore the Court's prior rulings concerning the scope
and meaning of Section 1110(c), Michael E. Wiles, Esq., at
Debevoise & Plimpton LLP, in New York, tells Judge Beatty.  The
Debtors' response to the Aircraft Creditors' demand for
"surrender and return" of the Aircraft has been both reasonable
and consistent with the requirements of Section 1110(c).

According to Mr. Wiles, the Parties' discussions did not flounder
over the Debtors' demand that the Aircraft Creditors waive all
administrative claims -- a demand that the Debtors never made in
connection with the discussion of a "soft landing" for all three
Aircraft.  To the contrary, they collapsed over the Aircraft
Creditors' unwillingness to acknowledge that the Debtors had
already paid all basic rent for the Aircraft from the Petition
Date through January 1, 2006, and the Creditors' insistence that
in connection with the "soft landing" the Debtors commit to
provide them with records and documents substantially in excess
of those required under the Leases.

The Debtors also have not been using the Aircraft without
compensation since the Petition Date.  The Debtors paid $911,038
in rent for the Aircraft on July 2, 2005.  Under the Leases, the
July 2 installment of basic rent was a payment in advance.
Consequently, the payment constituted the full basic rent
required under the Leases for the use of the Aircraft through
Jan. 1, 2006.

The Debtors also did not threaten to make the return of the
Aircraft "difficult" if the Aircraft Creditors did not accede to
their demands in connection with the "soft landing".  Mr. Wiles
explains that the Debtors merely pointed out the indisputable
fact that if the Aircraft were returned in a controlled and
predictable manner, the Debtors would be able -- through movement
of the Aircraft cross country while still in revenue service and
through regular rather than emergency scheduling of necessary
crews and maintenance personnel -- to manage the location of
return and the condition of the Aircraft at return in a way that
would be impossible without substantial additional expenditures
in the event of an 1110(c) demand.  As a result, the Debtors
indicated that they might be willing to undertake obligations in
connection with the return of the Aircraft as part of a "soft
landing" beyond those imposed by Section 1110(c).

Mr. Wiles relates that the Debtors did not return certain
equipment at Atlanta's Hartsfield-Jackson International Airport
to harass the Aircraft Creditors.  Hartsfield-Jackson, Mr. Wiles
explains, is the Debtors' primary hub and maintenance base and
the best location to take equipment out of service with the least
disruption to their customers and operations.  Mr. Wiles also
notes that the Leases specifically foresee the possibility of
return at Hartsfield-Jackson.

Moreover, access to the Aircraft at Hartsfield-Jackson can be
readily arranged through the Debtors or any of the many contract
service providers operating at Hartsfield-Jackson that have the
requisite security clearance.  Mr. Wiles relates that that the
Debtors provided contact information for Don Karwisch in their
December 21 letter to the Aircraft Creditors.  The Aircraft
Creditors made no attempt to contact Mr. Karwisch concerning the
Aircraft at Hartsfield-Jackson until after they filed the
request.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FASSBERG CONSTRUCTION: Panel Taps Grobstein Horwath as Accountant
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fassberg
Construction Company sought and obtained permission from the U.S.
Bankruptcy Court for the Central District of California, San
Fernando Division, to employ Grobstein, Horwath & Company LLP as
its financial advisor and accountant.

Grobstein Horwath will:

   a) provide forensic accounting services in connection with
      transactions with vendors, insiders, financial institutions,
      related or affiliated companies, and other parties-in-
      interest deemed necessary as a result of the Committee's
      investigations;

   b) assist the Committee or its counsel in any litigation
      proceedings against the Debtor's financing institution,
      insiders and other potential adversaries, including
      testimony, if necessary; and

   c) perform any other services that the Committee and the Firm
      may deem necessary in connection with the Committee's role
      in this case.

Howard B. Grobstein, a Grobstein Horwath member, will serve as the
lead accountant for the Committee.  Mr. Grobstein discloses a
complete list of the firm's professional hourly rates, which is
available for free at http://ResearchArchives.com/t/s?451

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

Headquartered in Encino, California, Fassberg Construction Company
is a full service general contracting and construction management
firm specializing in providing high-quality, professional and
comprehensive contracting services to the market-rate, affordable,
senior and mixed-use housing markets.  The Company filed for
chapter 11 protection on April 1, 2005 (Bankr. C.D. Calif. Case
No. 05-11957).  Douglas M. Neistat, Esq., at the Law Offices of
Greenberg & Bass, serves as counsel in the Debtor's bankruptcy
case.  When the Debtor filed for protection from its creditors, it
had assets of $15,267,175 and debts of $6,758,113.


FOSS MANUFACTURING: Has Until Apr. 14 to Decide on Four Leases
--------------------------------------------------------------
Patrick J. O'Malley, the chapter 11 trustee for Foss Manufacturing
Company, Inc., sought and obtained from the Honorable Mark W.
Vaughn of the U.S. Bankruptcy Court for the District of New
Hampshire an extension of time to decide whether to assume, assume
and assign or reject unexpired nonresidential real property leases
to Apr. 14, 2006.

The leases are:

   (1) The W.P. Carey Lease, a 650,000 square foot facility
       located at 380 LaFayette Road, Hampton, New Hampshire, and
       used as a manufacturing facility;

   (2) The M.D. Hodges Lease, a 15,000 square foot facility
       located at 975 Lagrange Boulevard, SW, Atlanta, Georgia,
       and used as a distribution center;

   (3) The Northland Corporation Lease, a 14,400 square foot
       facility located at 52904 C.R. 13, Elkhart, Indiana, and
       used as a distribution center; and

   (4) The Prologis Trust Lease, a 25,000 square foot facility
       located at 615 West Victoria Street, Compton, California,
       and used as a distribution center.

The Trustee says the extension is essential to preserve the value
of the Debtor's ongoing operations.  It would be detrimental to
the Debtor's bankruptcy estate to compel assumption or rejection
of the Leases when the value of the Leases in a sale or
reorganization process is not yet known.

The Trustee also said that he does not have sufficient time to
assess the value of the Leases because he was appointed less than
one week prior to the filing of this Motion.  The Trustee requires
additional time to properly assess the value of each of the
Leases.

The Trustee says the Debtor is current on all of its postpetition
obligations under the Leases.

The Trustee also says the Debtor's case is complex because the
Debtor has substantial assets and operations in six states and has
two foreign subsidiaries.  The Debtor sells a variety of products
in a variety of industries.  Determining the value of each lease
to the Debtor's continuing operations is therefore a complex
process.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $49,846,456 in assets
and $53,419,673 in debts.


GOODING'S SUPERMARKETS: Gronek & Latham Hired as Bankr. Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Gooding's Supermarkets, Inc., permission to employ Gronek &
Latham, LLP, as its general bankruptcy counsel.

As previously reported in the Troubled Company Reporter on Jan. 9,
2006, Gronek & Latham will:

   1) assist and advise the Debtor of its rights and duties as a
      debtor and debtor-in-possession in its chapter 11 case;

   2) prepare on behalf of the Debtor all necessary pleadings in
      its chapter 11 case, including a disclosure statement;

   3) take all necessary action to protect and preserve the
      Debtor's estate and assist in the administration of its
      estate; and

   4) perform all other legal services to the Debtor that are
      appropriate and necessary in its chapter 11 case.

R. Scott Shuker, Esq., a partner at Gronek & Latham, is one of the
lead attorneys for the Debtor.  Mr. Shuker discloses that his Firm
received a $37,500 retainer.

Court records don't show the compensation rates of professionals
from Gronek & Latham who will render services to the Debtor.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


GT BRANDS: Court Sets February 1 as Administrative Claims Bar Date
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Feb. 1, 2006, as the deadline for all creditors owed money by
GT Brands Holdings LLC and its debtor-affiliates on account of
administrative expense claims arising after July 11, 2005, to file
their proofs of claim.

Creditors must file written proofs of claim on or before the
February 1 Claims Bar Date and those forms must be delivered to:

     GT Brands Holdings LLC
     c/o Goodwin Procter LLP
     599 Lexington Avenue
     New York, New York 10022

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $79 million in
assets and $212 million in debts.


HIXSON ACADEMY: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Hixson Academy of Excellence, LLC
             dba Kids 'R' Kids Academy
             6863 Big Ridge Road
             Hixson, Tennessee 37343

Bankruptcy Case No.: 06-10121

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      M & K Properties, LLC                      06-10122

Type of Business: The Debtors operate a childcare facility
                  designed for children six weeks to 12 years
                  of age.  Kids 'R' Kids offers structured
                  learning programs in Spanish, computers,
                  music, and physical education.  See
                  http://www.krkshixson.com/

Chapter 11 Petition Date: January 16, 2006

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtors' Counsel: Harold L. North, Jr., Esq.
                  Shumacker, Witt, Gaither & Whitaker, P.C.
                  SunTrust Bank Building, Suite 1100
                  736 Market Street
                  Chattanooga, Tennessee 37402-4800
                  Tel: (423) 425-7000
                  Fax: (423) 265-9622

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Hixson Academy of           $0 to $50,000        $1 Million to
Excellence, LLC                                  $10 Million

M & K Properties, LLC       $0 to $50,000        $1 Million to
                                                 $10 Million

Hixson Academy of Excellence, LLC's 16 Largest Unsecured
Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CIT Small Business Lending    Personal property       $2,053,805
Corporation                   as set out in UCC1's
1 CIT Drive
Livingston, NJ 07039

CIT Small Business Lending    Personal property       $1,317,639
Corporation                   as set out in UCC1's
1 CIT Drive
Livingston, NJ 07039

Sexton Construction Company                             $116,000
6121 A Heritage Park Drive
Chattanooga, TN 37416

Volkswagon Credit             2005 TOUAREG               $37,550
                              Value of security:
                              $29,575

CIT Technologies Financial    Loan                       $15,543
Services

Chattanooga City Treasurer    Property taxes             $11,828

Lafoy Outdoor                                             $7,750

Advanta Bank Corporation      Credit card debt            $5,002

Fireman's Fund                                            $4,269

American Express              Credit card debt            $3,807

Kids 'R' Kids International                               $3,214

Chattanooga Gas Co.           Utility                     $1,926

Prime Rate Premium Finance                                $1,576

McDonald Insurance                                        $1,422

The School Box                Trade debt                    $515

CRS Enterprises               Trade debt                    $418


KAISER ALUMINUM: Inks First Amendment to Replacement DIP Financing
------------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates have engaged
in discussions with JPMorgan Chase Bank, National Association,
JPMorgan Securities, Inc., and CIT Group/Business Credit, Inc. --
their primary DIP lenders -- for an extension of the $200,000,000
replacement DIP financing.

Although the Debtors anticipate the U.S. Bankruptcy Court for the
District of Delaware to confirm their Second Amended Plan of
Reorganization within the next week or so, the Debtors note that
the confirmation order still must be affirmed by the U.S. District
Court for the District of Delaware pursuant to Section 524(g) of
the Bankruptcy Code.  In this regard, the Debtors have no
assurance that their Plan will be confirmed and they will be able
to emerge from bankruptcy before the February 11, 2006 DIP
maturity date.

As a result of those talks, the Debtors and the Lenders agreed to
enter into a first amendment to the Replacement Financing
Facility.

The Lenders agree to extend the DIP maturity date to May 11,
2006.

As consideration for entering into the First Amendment, the
Debtors will pay certain fees payable upon emergence and closing
of an exit revolving credit facility.  The fees are set forth in a
First Amendment Fee Letter which the Debtors filed under seal.

In addition, the Debtors and the Lenders amended the Commitment
Letter with respect to the Exit Revolving Credit Facility.  The
parties agree to:

   (a) reduce the interest rates and certain fees and to extend
       the maturity date for one year with respect to the terms
       of the Exit Revolving Credit Facility; and

   (b) extend the termination date of the commitment three months
       to May 11, 2006, with respect to the commitment to provide
       the Exit Facilities.

In connection with entering into the Commitment Letter Amendment,
the Debtors and the Replacement Lenders also agree to alter
certain of the fees relating to the Exit Facilities by entering
into a new fee letter that amends and restates the prior fee
letter dated as of January 14, 2005.

The Debtors have filed the Amended and Restated Fee Letter under
seal.  The Debtors disclosed the Fee Letters' terms and substance
to the Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Claimants and the Legal Representative of
the Official Committee of Future Asbestos Claimants, who are
subject to confidentiality restrictions.

By this motion, the Debtors seek the Court's permission to:

   a. enter into the First Amendment to the Replacement DIP
      Facility;

   b. pay related fees under the First Amendment Fee Letter; and

   c. pay any fees that may become due prior to emergence
      pursuant to the Amended and Restated Fee Letter.

The Loan Amendment is necessary to meet the Debtors' ongoing
working capital and general business financing requirements while
the Debtors remain in Chapter 11, Kimberly Newmarch, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, tells Judge
Fitzgerald.

A full-text copy of the First Amendment to the Replacement DIP
Facility is available for free at
http://ResearchArchives.com/t/s?452

A full-text copy of Amendment to the Exit Facility Commitment
Letter is available for free at
http://ResearchArchives.com/t/s?453

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Court Approves $12.9MM Westport Settlement Pact
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 4, 2006, Kaiser Aluminum Corporation and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement Agreement with Westport
Insurance Company and authorize the sale of the Policies to
Westport free and clear of all liens, claims, encumbrances or
other interests.

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

The principal terms of the Settlement Agreement are:

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

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

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

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

                            *    *    *

Judge Judith Fitzgerald approved the settlement agreement in its
entirety.

All objections, if any, to the Motion that have not been
withdrawn, waived, or settled, and all reservations of rights
included in those Objections, are overruled on the merits.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KNOLL INC: Files Lawsuit to Invalidate Humanscale Patent
--------------------------------------------------------
Knoll, Inc. (NYSE: KNL) filed an action to invalidate a Humanscale
Corporation patent.

On Jan. 10, 2006, Humanscale filed a lawsuit against Knoll in the
U.S. District Court in Texas alleging that certain elements of
Knoll's Life(TM) product infringed U.S. Patent No. 6,959,965,
which was issued on Nov. 1, 2005.  Humanscale is seeking a ruling
of infringement, damages, costs, fees, interest and injunctive
relief.

The Company has filed its own lawsuit against Humanscale in the
U.S. District Court in the Southern District of New York,
challenging Humanscale's claim of infringement and the validity of
the patent.  The Company is seeking a declaratory judgment that
the patent is invalid and that it is not infringing the patent.
The Company is also seeking costs, fees and injunctive relief.

Commenting on these actions, Patrick Milberger, the Company's
senior vice president and general counsel, said, "Knoll has a long
history of design integrity and protecting our intellectual
property.  We have reviewed their claims with our patent counsel,
and we believe that Humanscale's patent is invalid and that their
claims are without merit.  We intend to vigorously defend
ourselves.  It is regrettable that they have resorted to pursuing
our chair in the courts rather than in the marketplace."

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

                         *     *     *

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

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


MAGNATRAX CORP: Entry of Final Decree Extended Until March 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware delayed
until March 14, 2006, the entry of final decree closing Magnatrax
Corporation and its debtor-affiliates' chapter 11 cases.

The Court confirmed the Debtors' Plan of Reorganization on
Nov. 17, 2003, and the Plan took effect on Jan. 20, 2004.

While the Reorganized Debtors have made significant progress in
prosecuting their chapter 11 cases since the Plan's confirmation,
they are currently continuing to prosecute and resolve the
remaining objectionable claims and up to now, certain claim
objections and other issues remain unresolved.

The extension will give the Debtors more opportunity in continuing
to prosecute or resolve the pending claim objections and actions
under Section 547 of the Bankruptcy Code and make the remaining
distributions to creditors pursuant to the confirmed Plan.

Headquartered in Alpharetta, Georgia, Magnatrax Corporation is a
diversified North American manufacturer and marketer of engineered
building products and services for non-residential and residential
construction markets.  The Debtor and its affiliates filed for
chapter 11 protection on May 12, 2003 (Bankr. D. Del. Case No. 03-
11402).  Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor,
LLP represents the Debtors.  When the Debtor filed for protection
from its creditors, it listed total assets of $207,000,000 and
total debts of $326,000,000.  The Court confirmed the Debtors'
chapter 11 Plan on Nov. 17, 2003, and that Plan took effect on
Jan. 20, 2004.


MATTHEW STOVER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Matthew N. Stover
        530 Shadowridge
        Ballwin, Missouri 63011

Bankruptcy Case No.: 06-40158

Type of Business: The Debtor previously filed for chapter 11
                  protection on Nov. 7, 2005 (Bankr. E.D. Mo.
                  Case No. 05-61863).

Chapter 11 Petition Date: January 13, 2006

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Norman W. Pressman, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Avenue, Suite 101
                  St. Louis, Missouri 63124-2082
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mercedes Benz Credit          2004 Mercedes SL55        $119,480
Corporation
P.O. Box 685
Roanoke, TX 76262

Chrysler Financial            2004 Ram SRT10 truck       $32,514
P.O. Box 9223
Farmington, MI 48333-9223

Mercedes Benz Credit          2004 Mercedes C230         $24,301
Corporation
P.O. Box 685
Roanoke, TX 76262

Ford Credit                   2002 Ford Thunderbird      $24,141

Nissan Motor Acceptance       Nissan Pathfinder          $20,514

Oakley School                                            $18,028

Chesterfield Day School                                  $11,726

Wilshire Credit Corporation                               $7,070

Nuvell Financial              Hyuandai Elantra            $6,597

GE Money Bank                                             $4,990

Prime Acceptance Inc.                                     $2,430

Claimjumper Homeowners                                    $1,943
Association

Kelly's Port                                              $1,645

TechniPools Inc.                                          $1,059

MSD                           5/31 thru 6/30                $590
                              411 Valparaiso Court

MSD                           8/31 thru 9/30                $475
                              530 Shadowridge

Loyalty Lawn Care                                           $444

Verizon Wireless                                            $389

MSD                           8/31 thru 9/30                $272
                              122 High Grove Lane

Winding Trails Subdivision                                  $250


MILE HIGH: Receiver Wants Chapter 11 Trustee Appointed
------------------------------------------------------
Hall Wells DiNardo, LLC, the Receiver appointed by the District
Court for the City and County of Denver, Colorado, asks the U.S.
Bankruptcy Court for the District of Colorado to appoint a chapter
11 trustee in Mile High Capital Group, Ltd.'s bankruptcy
proceedings.

The Receiver tells the bankruptcy court that pursuant to its
report, the trustworthiness of the Debtor's prior management is
extremely suspect and the Debtor's management's past performance
resulted in the appointment of a Receiver.  The Receiver relates
that it has been performing duties similar to which a trustee
would perform.  The Receiver says that the costs of chapter 11
trustee are far less than the costs of a state court receivership
proceeding.

If a chapter 11 trustee is not appointed, the Receiver is
concerned that the Debtor's former management might take steps to
resume acting on behalf of the Debtor -- a scenario, the Receiver
argues, is not in the best interest of the Debtor and its
creditors.

              Wants Instruction Regarding Turnover

The Receiver also asks the bankruptcy court to order the turnover
of possession of the Debtor's assets as provided in Section 543 of
the Bankruptcy Code.  The Receiver says that it continues to
collect and wind up the Debtor's assets and will turn over and
account for the property of the estate under its control and
deliver such possessions to a chapter 11 trustee or such other
entity that the bankruptcy court may direct.

A full text copy of the Receiver's First Interim Report submitted
with the State Court of Colorado is available for a fee at
http://www.researcharchives.com/bin/download?id=060117024826

Headquartered in Englewood Colorado, Mile High Capital Group, Ltd.
develops and sells real estate.  The State Court for Colorado
appointed Hall Wells DiNardo, LLC, as the company's receiver on
Oct. 28, 2005.

The Receiver filed a chapter 11 petition on behalf of the company
on Jan. 13, 2006 (Bankr. D. Colo. Case No. 06-10106).  Joli A.
Lofstedt, Esq., at Connolly, Rosania & Lofstedt, P.C., represents
the Receiver in the bankruptcy proceedings.  At the time of
filing, the company had $5,990,000 in total assets and $13,879,059
in total debts.


MOUNTAIN HIGHLANDS: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mountain Highlands, L.L.C.
        12409 Chelwood Place Northeast
        Albuquerque, New Mexico 87112

Bankruptcy Case No.: 06-10011

Chapter 11 Petition Date: January 5, 2006

Court: District of New Mexico

Judge: James S. Starzynsk

Debtor's Counsel: George M. Moore, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, New Mexico 87103
                  Tel: (505) 242-1218

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Desert Highlands, LLC         Intercompany advances     $145,563
P.O. Box 751241
Petaluma, CA 94975

The Shepard's Group, Inc.     Intercompany advances      $43,275
12409 Chelwood Place
Northeast
Albuquerque, NM 87112

Keleher & McLeod, PA          Trade debt                 $25,000
P.O. Box AA
Albuquerque, NM 87103

Pepper Highlands, LLC         Intercompany advances      $22,332

Stein & Brockmann, PA         Trade debt                  $5,812

Dixon, Scholl & Bailey, PA    Trade debt                  $2,947

Masaren, LLC                  Trade debt                  $2,333

Leroy's Electric                                          $1,151

Avalanche Advisors, LLC       Trade debt                  $1,066

Wright Valley Oil                                           $951


NES RENTALS: Names Bear Stearns as Financial Advisor
----------------------------------------------------
Chicago-based NES Rentals Holdings, Inc., retained Bear, Stearns &
Co. Inc. to act as its financial advisor.  The company is
reviewing various strategic alternatives, which could include sale
of the company, merger, acquisition or other transaction.

The announcement follows the company's recent financial
turnaround.  In February 2004, NES Rentals successfully emerged
from bankruptcy with all suppliers paid in full.

After bringing in new chief executive officer Andrew P. Studdert
in June 2004, the company went on to increase capital
expenditures, investing nearly $200 million during the past 24
months.

"The company's rapid turnaround and return to a solid financial
performance has exceeded expectations," Mr. Studdert said.  "We
are proud of our success and looking forward to a bright future
with long-term growth."

In an announcement to employees, Mr. Studdert stressed the
company's current position is a reflection of the hard work and
dedication of employees and loyal customers.  To further the
company's commitment to customer service, NES Rentals plans to
invest approximately $100 million in new equipment in 2006.

NES Rentals Holdings, Inc. -- http://www.nesrentals.com/-- is one
of the nation's largest full-service companies in the $26 billion
equipment rental industry.  The company focuses on renting
specialty and general equipment to industrial and construction end
users.  It rents more than 750 types of machinery and equipment,
and distributes new equipment for nationally recognized original
equipment manufacturers.  NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers.

NES reorganized and emerged from Chapter 11 in February 2004,
after filing for protection in June 2003.  Deteriorating
construction market conditions, weak industrial markets, and an
excess of rental fleet industry-wide had adversely impacted
operating performance. Prior to its Chapter 11 filing, the company
had a heavy debt burden and significant near-term maturities.


NORTHWEST AIR: Court Gives Interim Nod to Raise L/C to $80 Million
------------------------------------------------------------------
Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that pursuant to a $40,000,000 letter of
credit facility, U.S. Bank National Association provides Northwest
Airlines Corp. and its debtor-affiliates with letters of credit to
secure, inter alia:

   (a) the Debtors' workers compensation obligations;

   (b) airport facility requirements;

   (c) MLT, Inc.'s hotel vendors obligations; and

   (d) aircraft maintenance vendor obligations and other
       corporate purposes.

The Debtors' reimbursement obligations under the L/C Facility are
fully secured by cash collateral posted with U.S. Bank.  Mr.
Petrick asserts that without the ability to post the L/Cs, the
Debtors may not be able to obtain these important services.

Mr. Petrick recounts that on Oct. 7, 2005, the Court approved the
Debtors' request for the assumption of three credit card
processing agreements with U.S. Bank, including their continued
participation in the L/C Facility.

In connection with the renewal of workers compensation coverage
for the year 2006, Mr. Petrick explains that the Debtors will
likely be required to post additional L/Cs with their insurer to
secure their reimbursement obligation.  In addition, increased
maintenance outsourcing has already required additional L/Cs and
is likely to give rise to the need for more.

Mr. Petrick believes that the Debtors can address these issues if
they are provided with the required flexibility to obtain letters
of credit in the ordinary course of their business.

Thus, the Debtors ask the Court to:

   (a) authorize an increase in letter of credit capacity under
       the L/C Facility from $40,000,000 to $80,000,000;

   (b) authorize them to post additional cash collateral with
       U.S. Bank as may be necessary from time to time to support
       the use of the increased L/C capacity;

   (c) extend the L/C Facility's expiration date by one year,
       until May 31, 2008;

   (d) authorize them to enter into an amendment to the L/C
       Facility; and

   (e) confirm that the L/C Facility, as amended, will continue
       to be a letter of credit facility, as defined in, and to
       be subject to all of the terms, conditions and benefits
       of, the Court-approved assumption of the Processing
       Agreements with U.S. Bank.

Mr. Petrick tells the Court that U.S. Bank will increase the L/C
Facility to $80,000,000, provided that the Debtors post cash
collateral in the amount of any incremental L/Cs issued under the
incremental capacity.  He explains that given the Debtors'
current financial condition, the credit support offered by the
L/C Facility may be maintained solely through the posting of
collateral.

Mr. Petrick notes that the credit support requested by the
Debtors is necessary to facilitate the posting of the additional
L/Cs as may be required in connection with the Debtors'
postpetition operations.  He asserts that any interruption of the
important services that are supported by the L/Cs could cause
damage to the Debtors' ability to operate their businesses and
ultimately to their reorganization efforts.

The circumstances of the Debtors' Chapter 11 cases require them
to grant U.S. Bank, to the extent necessary, a cash collateral
lien under Section 364(c)(2) of the Bankruptcy Code to protect
U.S. Bank from the risk of their non-performance.

The L/Cs under the increased facility will be priced at 0.40% per
annum, which the Debtors believe are market terms for the type of
the facility for a debtor-in-possession.

Additionally, the Debtors ask the Court for authority, on an
interim basis, to post cash collateral to the extent it is
necessary to avoid immediate and irreparable harm to the estate
pending a final hearing on their request.

Mr. Petrick relates that in late December 2005, U.S. Bank issued
$19,000,000 of the L/Cs under facilities previously authorized by
the Court, therefore utilizing in full the Debtors L/C
capability.

Mr. Petrick explains that the Debtors do not currently have any
availability under existing L/C facilities but may be needed to
post letters of credit for ordinary business purposes prior to
the 15-day notice period required by Rule 4001 of the Federal
Rules of Bankruptcy Procedure.  Accordingly, Mr. Petrick asserts
that interim relief is necessary to enable the Debtors to
continue their normal business operations without fear of
disruption in the event they are required to post collateral
before a final order is entered.

                          *     *     *

Judge Gropper grants the Debtors' request on an interim basis.
In addition, he directs the Debtors to provide the Official
Committee of Unsecured Creditors advance notice of any cash
collateral postings in excess of $1,000,000 per transaction or
$10,000,000 in the aggregate during the interim period.

Moreover, the Interim Order establishes these procedures for the
entry of a final order on the Debtors' request:

   (a) Objections to the entry of the proposed final order must
       be filed and served so as to be received no later than
       Jan. 25, 2006, by:

       -- Cadwalader, Wickersham & Taft LLP, as the Debtors'
          counsel;

       -- Otterbourg, Steindler, Houston & Rosen, P.C., as
          counsel to the Committee of Unsecured Creditors;

       -- the Office of the United States Trustee; and

       -- Faegre & Benson LLP, as counsel to U.S. Bank;

   (b) If no Notice Party timely files and serves an objection,
       the final order will be entered without further notice or
       hearing effective nunc pro tunc to January 6, 2006; and

   (c) If an objection is filed by any Notice Party, a hearing to
       consider the objection will be held on January 31, 2006.

Judge Gropper says that U.S. Bank may rely on the Interim Order
to issue additional L/Cs and will be entitled to the protections
of Section 364(e) of the Bankruptcy Code.

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 AIR: Wants to Amend Special Value Aircraft Financing
--------------------------------------------------------------
Northwest Airlines, Inc., seeks the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into and
perform obligations under amended financing agreements with
Special Value Opportunities Fund, LLC, and Special Value Expansion
Fund, LLC, relating to four Boeing 747 aircraft.

         Prepetition Loan Agreements with Special Value

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that in October and November 2004, Northwest
Airlines entered into four secured loan transactions with Special
Value pursuant to which Special Value collectively made four
loans to Northwest Airlines aggregating $80,071,100.  The Loans
were cross-collateralized and the collateral for the Loans
consists of the Aircraft and certain related assets, including
insurance and requisition proceeds.

The Loans are evidenced by, among other things, four separate:

    (i) Loan Agreements among Northwest Airlines, Special Value
        and U.S. Bank National Association, individually and as
        Security Trustee;

   (ii) Trust Indenture and Security Agreements in favor of U.S.
        Bank for the benefit of Special Value; and

  (iii) Trust Indenture Supplements.

As of the Petition Date, $78,587,902 in principal was outstanding
under the Loans, Mr. Zirinsky tells the Court.

According to Mr. Zirinsky, Northwest Airlines did not make
certain principal or interest payments on the secured
certificates in September, October, November, and December 2005
with respect to each of the Existing Loan Agreements.

As of the Petition Date, Special Value was the beneficiary under
a $5,000,000-letter of credit collateralized by the Debtors'
cash.  Special Value drew on the L/C in its full amount in
October 2005, Mr. Zirinsky says.

                 The Aircraft and Related Disputes

Mr. Zirinsky informs the Court that three of the Aircraft -- U.S.
Registration Nos. N632NW, N645NW and N646NW -- are freighter
aircraft that are being operated by the Debtors in a regular
revenue service.  Aircraft N631NW is undergoing conversion from
passenger to cargo service by Israel Aircraft Industries, Ltd.,
pursuant to a contract between IAI and Northwest Airlines, and is
not currently in use by the Debtors.

Based on the existing terms of the four financings, the current
financing and aircraft markets, and Northwest Airlines' needs,
Northwest Airlines was not certain whether it should retain the
Aircraft.

On Sept. 16, 2005, Special Value sought adequate protection
under Section 363 of the Bankruptcy Code with respect to each of
the Aircraft.  Special Value asserted that Aircraft N631NW and
N632NW are entitled to protection under Section 1110, and
reserved its rights to assert that Aircraft N645NW and N646NW are
also covered by Section 1110.

The Debtors dispute Special Value's entitlement to any additional
adequate protection.  As a result, Special Value's adequate
protection requests have been adjourned to Jan. 31, 2006.

To the extent Section 1110 applied to any of the Aircraft, the
parties recently agreed to extend the 60-day period with respect
to each of the Aircraft until Jan. 14, 2006.

            The Term Sheet and Amended Loan Documents

Northwest Airlines negotiated with Special Value a restructuring
of the Existing Loan Agreements and a resolution of all claims
and disputes between them.

Subsequently, the parties agreed to amend and restate the
Existing Loan Agreements pursuant to a term sheet and amended
loan documents to provide adequate protection for Special Value's
interests.

The Amended Loan Documents provide, among other things, for a
reduction in interest rate and deferral of principal payments
under the Loans.

The interest rate under the Existing Loan Agreements will be
reduced from 12.5% to 9.85% per annum, resulting in a reduction
in interest payable on the Loans with a present value of nearly
$17,000,000.  Only interest will be payable on the restructured
Loans through Dec. 31, 2006, principal payments will begin in
January 2007.

Special Value's draw on the Letter of Credit will be treated as a
principal payment on the Loans.  Scheduled principal payments
currently due prior to January 2007 will be deferred and will be
payable no later than the effective date of a plan of
reorganization for Northwest Airlines.

Northwest Airlines and Special Value also agreed to settle, among
other things:

   (a) claims for adequate protection and postpetition use of the
       Aircraft, disputes relating to the applicability of
       Section 1110 to the Loans and the Aircraft;

   (b) alleged defaults and cross defaults under the Existing
       Indentures;

   (c) Special Value's rights with respect to cross-
       collateralization under the Existing Indentures;

   (d) Northwest Airlines' rights to seek to modify the terms of
       the Existing Loan Agreements under the Bankruptcy Code;

   (e) Special Value's claim for the reduction in interest rate
       payable under the existing loan agreements as a result of
       the restructuring; and

   (f) disputes regarding the continuation of the conversion of
       N631NW to cargo use.

As a result of the restructuring of the Loans, Northwest Airlines
agreed that Special Value will have an allowed unsecured claim in
the amount of $16,946,459 for the reduction in interest payable
on the Loans.

Northwest Airlines also agreed to complete the conversion of
N631NW from passenger configuration to cargo configuration,
although no additional loans will be made by Special Value to
complete the conversion.  In addition, in connection with the
Amended Loan Documents, the parties agreed that Special Value and
U.S. Bank will be entitled to the benefits and protections of
Section 1110 with respect to N631NW and N632NW.

Northwest Airlines also agreed that, in light of the cross-
default and cross-collateralization provisions in the Existing
Loan Agreements, an agreement under Section 1110(a) with respect
to the 1110 Aircraft will require cure, full and complete
performance without modification of the Amended Loan Documents
with respect to all four Aircraft.

Upon the effectiveness of Amended Loan Documents, Northwest
Airlines and Special Value will release all claims between them,
except claims arising from or related to the Amended Loan
Documents.

            The Settlement is Beneficial to Northwest

Mr. Zirinsky contends that the settlement is in the best
interests of the Debtors' estate.  Implementation of the
agreements will address the considerable uncertainty surrounding
Northwest Airlines' continued use and operation of the Aircraft
presented by Special Value's Adequate Protection Requests,
questions regarding the applicability of Section 1110, and
possible claims and damages that Special Value may assert against
Northwest Airlines.  The settlement will also avoid future
disputes and litigation concerning the Aircraft and existing loan
documents since the parties have agreed to release one another
from claims.

The settlement will thus allow Northwest Airlines the benefits of
continued use of the Aircraft while avoiding the costs associated
with litigation.

Mr. Zirinsky adds that implementing the Amended Loan Documents
will reduce the interest rate of the Loans, which will result in
substantial savings for Northwest Airlines, and will defer
principal payments, which will reduce the burdens on its cash
flow.  Northwest Airlines and its financial advisors, Seabury
Group LLC, believe that the reduced interest rate negotiated with
Special Value is more favorable than would be available to the
Debtor for a similar loan from other sources.

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: Machinists Union to Vote on Contract Proposal
-----------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
has agreed to present Northwest Airline's contract settlement
proposal for ratification by the bankrupt airline's 14,000 IAM-
represented workers.

"Our negotiators were able to convince Northwest to move off of
some of their initial proposals," said IAM District 143 President
Bobby DePace.  "Many of our ideas are contained in the company's
settlement proposal."

The understanding between the IAM and Northwest to vote the
company's proposal is subject to finalization of some details and
a review of the proposal's language.

The bankruptcy court's Section 1113(c) trial to reject labor
contracts for IAM members, Flight Attendants and Pilots began
yesterday, Jan. 17, 2006.  The IAM and Northwest will ask the
judge to postpone the IAM's portion of the trial until the
ratification results are known.

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.


OCEANTRADE CORP: Gets Final Order to Obtain $350K DIP Loan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Oceantrade Corporation final approval to obtain loans and
cash advances from James N. Hood, enter into the final DIP Loan
and Security Agreement as modified and grant adequate protection
to Mr. Hood.

          Use of DIP Loans, DIP Financing Agreement
                   and Adequate Protection

The Debtor will use the proceeds of the DIP loans to pay for its
ordinary day-to-day operating expenses incurred in the ordinary
course of its business and to fund the collection of all accounts
receivable in the context of its chapter 11 case.

The Court authorizes the Debtor to enter into the DIP Loan
Agreement and obtain up to $350,000 of loans and cash advances.
The Debtor's use of the DIP loans will be in compliance with the
terms of the Court's Final DIP Financing Order and the DIP Loan
Agreement.

Under the DIP Loan Agreement, the loan will accrue 9% interest
(increasing to 13% in the event of a default).  The agreement also
calls for the Debtor to reimburse the lender for its costs and
expenses, subject to a $20,000 cap.

The loan will mature on the earliest of:

   1) as soon as repayment is possible;
   2) May 22, 2006; or
   3) the confirmation of any plan of liquidation.

The proceeds of the DIP loans will be used in accordance with a
four-month Budget, covering the period from January 1, up to
April 30, 2006.  A full-text copy of that Budget is available for
free at http://ResearchArchives.com/t/s?455

As adequate protection, Mr. Hood is granted a continuing first
priority lien, mortgage, encumbrance and security interest in all
of Debtor's post-petition property and assets.

Headquartered in Rowayton, Connecticut, Oceantrade Corporation
ships dry bulk commodities and raw materials for cargo interests
and industrial groups worldwide.  The Debtor filed for chapter 11
protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  As of Nov. 17, 2005, the
Debtor declared total assets of $6,536,609 and total liabilities
of $12,611,960.


OCEANTRADE CORP: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Oceantrade Corporation 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              $6,536,609
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                               $12,611,960
     Unsecured Nonpriority
     Claims
                                    ----------       -----------
     Total                          $6,536,609       $12,611,960

Headquartered in Rowayton, Connecticut, Oceantrade Corporation
ships dry bulk commodities and raw materials for cargo interests
and industrial groups worldwide.  The Debtor filed for chapter 11
protection on Oct. 15, 2005 (Bankr. S.D.N.Y. Case No. 05-48253).
Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $6,536,609 in assets
and $12,611,960 in debts.


PEACE ARCH: Gets $717,948 Proceeds from Exercise of Warrants
------------------------------------------------------------
Peace Arch Entertainment Group Inc. (AMEX: PAE, TSX: PAE.LV)
reported that Series I Preferred Shareholders have exercised a
total of 1,435,897 preferred share purchase warrants to purchase
1,435,897 Series II Preference Shares at a price of US$0.50 per
share resulting in proceeds to the Company of $717,948.

On July 29, 2005, the Company closed an arm's length private
placement of 4,347,827 Preference Share Units of the Company for
$2,000,000 with entertainment industry leaders Jeff Sagansky,
Kerry McCluggage and Drew Craig.

Each Unit of the placement consisted of one convertible preference
share and one preferred share purchase warrant.  Each warrant is
exercisable into one Series II Preference Share of the Company
at an exercise price of US$0.50 per share at any time up to
July 29, 2009.

The net proceeds of the warrant exercise will be used by the
Company to fund working capital requirements and for general
corporate purposes.

Since the private placement in July, the Company has substantially
increased the size of its feature and television sales force and
initiated a broad slate of new productions.  Upcoming titles
include:

   * "Delirious," a romantic comedy starring Steve Buscemi,
     Michael Pitt, Alison Lohman and Gina Gershon, which recently
     completed filming in New York City.

   * "Chapter 27," starring Jared Leto and Lindsay Lohan in a
     drama exploring the 1980 murder of John Lennon.  Filming
     begins in New York on January 9.

   * "Arritmia," starring Rupert Evans, Sir Derek Jacobi and
     Natalie Verbeke, and "The Veteran," starring Ally Sheedy,
     Michael Ironside and Bobby Hosea, each of which the Company
     acquired for worldwide distribution.

   * Four new horror films -- "Heartstopper" starring Robert
     Englund, "Warriors of Terra" starring Edward Furlong, "The
     Last Sect" with David Carradine and "5ive Girls" with Ron
     Perlman -- all of which have been produced for the Company's
     new genre division, Archetype Films.

Based in Toronto, Vancouver, Los Angeles and London, England,
Peace Arch Entertainment Group Inc. -- http://www.peacearch.com--  
together with its subsidiaries, is an integrated company that
creates, develops, produces and distributes film, television and
video programming for worldwide markets.

At Aug. 31, 2005, Peace Arch Entertainment's balance sheet showed
a stockholders' deficit of CDN$4,255,000, compared to a
CDN$35,442,000 deficit at Aug 31, 2004.


PIERRE FOODS: Earns $2.6 Million in Third Qtr. Ended Dec. 3, 2005
-----------------------------------------------------------------
Pierre Foods, Inc., reported its third quarter ended Dec. 3, 2005,
net revenues of $115.5 million versus $112 million for its third
quarter ended Dec. 4, 2004, an increase of 3.1%.  For the year-to-
date period ended Dec. 3, 2005, net revenues were $322.4 million
versus $303 million for the year-to-date period ended Dec. 4,
2004, an increase of 6.4%.  The company experienced strong growth
in most of its end-market segments during Third Quarter Fiscal
2006 and YTD Fiscal 2006.

The company reported net income of $2.6 million during Third
Quarter Fiscal 2006 compared with net income of $1.8 million
during Third Quarter Fiscal 2005.  This increase in net income was
primarily due to:

   (a) sales volume growth, higher margin product sales and the
       net impact of decreases in prices paid for raw material
       proteins and formulation mix;

   (b) a favorable impact as a result of a $400,000 purchase
       accounting adjustment on beginning inventory in the prior
       year comparable period in connection with the Acquisition
       and

   (c) a decrease of $1 million in depreciation and amortization,
       primarily due to the accelerated amortization method used
       for certain intangible assets.

These favorable expense variances were offset by:

     * an increase in costs as a result of manufacturing
       efficiencies related to changes in sales mix;

     * an increase in distribution costs, primarily due to a
       $600,000 increase in storage expense as a result of
       increased inventories and a $1.1 million increase in
       freight due to higher fuel prices;

     * an increase in interest expense of $400,000, primarily due
       to increased floating interest rates offset by decreased
       borrowings related to partial repayment of the company's
       term loan; and

     * an increase in the income tax provision of $800,000.

The company reported net income of $400,00 for YTD Fiscal 2006,
compared with a net loss of $8.2 million for YTD Fiscal 2005.
This increase in net income was primarily due to:

     (a) sales volume growth, higher margin product sales and the
         net impact of decreases in prices paid for raw material
         proteins and formulation mix;

     (b) a favorable impact as a result of a $1.9 million purchase
         accounting adjustment on beginning inventory in the prior
         year comparable period in connection with the
         Acquisition;

     (c) start-up costs of $3.1 million incurred in YTD Fiscal
         2005 associated with a National Accounts customer that
         were not incurred during YTD Fiscal 2006;

     (d) the elimination of $8.8 million in selling, general and
         administrative expenses related to the previous
         shareholder's expenses and non-recurring transaction fees
         as a result of the Acquisition and

     (e) a decrease in interest expense of $4.2 million primarily
         as a result of fees and write-offs incurred as a result
         of the repayment of existing debt in YTD Fiscal 2005 in
         connection with the Acquisition and decreased borrowings
         related to partial repayment of the company's term loan,
         offset by increased floating interest rates in YTD Fiscal
         2006 related to the company's term loan.

These favorable expense variances were offset by:

      (a) an increase in amortization expense primarily due to the
          amortization of intangible assets that only occurred
          subsequent to the Acquisition;

      (b) an increase in distribution costs primarily due to a
          $1.5 million increase in storage expense as a result of
          increased inventories and a $2.4 million increase in
          freight due to higher fuel prices;

      (c) an increase in depreciation expense related to the
          allocation of the Acquisition purchase price and
          re-valuation of property, plant and equipment in YTD
          Fiscal 2005 as a result of purchase accounting due to
          the Acquisition and

      (d) a decrease in the income tax benefit of $3 million.

Pierre Foods, Inc., manufactures and markets high-quality,
differentiated processed food solutions, focusing on formed,
pre-cooked protein products and hand-held convenience sandwiches.

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc., markets its
sandwiches under a number of well-known brand names, such as Fast
Choice(R), Rib-B-Q(R), Hot 'n' Ready(R) and Big AZ(R), and has
licenses to sell sandwiches using well-known brands, such as
Checkers(R), Krystal(R), Tony Roma's(R), NASCAR CAFE(R) and
Nathan's Famous(R).

                          *     *     *

Pierre Foods, Inc.'s 9-7/8% Senior Subordinated Notes due 2012
carry Moody's Investors Service's B3 rating and Standard & Poor's
B- rating.


PITTSBURGH BREWING: Committee Taps Pascarella as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pittsburgh
Brewing Company, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for permission to employ
Pascarella & Wilker, LLP as its financial advisor.

Pascarella & Wilker will:

     (a) assist the Committee in analyzing and reviewing the acts,
         conduct, assets, liabilities, operations and financial
         condition of the Debtor;

     (b) prepare insights on the industry in which the Debtor
         operates and advise the Committee on the current state of
         the restructuring markets;

     (c) assess and develop alternatives regarding the Debtor's
         future direction;

     (d) review and analyze the Debtor's financial statement
         schedules and monthly operating reports;

     (e) evaluate and assist in the preparation of a formalized
         plan of reorganization;

     (f) evaluate, analyze, advise, and provide expert testimony
         or reports on related fraudulent convenience
         transactions, preference actions, other litigation
         matters, and other Bankruptcy-related matters;

     (g) provide other specialized financial analysis services as
         deemed necessary by the Committee such as business
         valuation services, strategic partner searches, financial
         restructuring assistance, negotiation assistance, etc.;
         and

     (h) provide other services as mutually agreed upon, or as may
         be ordered by the Court.

Charles J. Pascarella, a partner at Pascarella & Wilker, LLP,
discloses that the Firm's professionals bill:

              Professional             Hourly Rate
              ------------             -----------
              Partners                     $240
              Directors                    $195
              Senior Consultants           $140

A full-text copy of Pascarella & Wilker, LLP's engagement letter
is available for free at http://ResearchArchives.com/t/s?458

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

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company, Inc. -- http://www.pittsburghbrewingco.com/--  
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The Company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. S.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts estimated $1 million to
$10 million.


R.F. CUNNINGHAM: Has Until February 1 to Decide on Smithtown Lease
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended until Feb. 1, 2006, the period within which R.F.
Cunningham & Co., Inc., can elect to assume, assume and assign, or
reject an unexpired non-residential real property lease located at
191 Terry Road, Smithtown, New York.

The Debtor tells the Court that it is utilizing the property to
conduct its business operations.  The Debtor says it had
previously rejected three leases of non-residential real property
utilized as sales offices and is still working to scale back its
expenses.  The Debtor discloses that it is not yet ready to decide
whether to assume or reject the lease of the Smithtown property.

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on June
13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S. Berzow,
Esq., at Ruskin Moscou Faltischek, P.C., represents the Debtor in
its restructuring efforts.  When The Debtor filed for protection
from its creditors, it listed $8,416,240 in total assets and
$10,218,229 in total debts.


RICHARD BUNSTEIN: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard A. Bunstein
        12 Holbeck Corner
        Plymouth, Massachusetts 02360

Bankruptcy Case No.: 06-10096

Type of Business: The Debtor previously filed for chapter 11
                  protection on June 16, 1995 (Bankr. D. Mass.
                  Case No. 95-14177).

Chapter 11 Petition Date: January 16, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Frank D. Kirby, Esq.
                  Frank D. Kirby & Associates, P.C.
                  111 West 8th Street, Unit G
                  South Boston, Massachusetts 02127
                  Tel: (617) 269-5444
                  Fax: (860) 257-3398

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Carl T. Matheson &            Default judgment        $4,500,000
Hugh B. France
c/o Paul Driscoll, Esq.
Driscoll & Gibson
1000 Plain Street
Marshfield, MA 02050

Internal Revenue Service      Income taxes              $120,000
Special Procedures Function
STOP 20800
P.O. Box 9112
JFK Building
Boston, MA 02203

Massachusetts Dept. of        Income taxes               $85,000
Revenue
Bankruptcy Unit, 7th Floor
P.O. Box 9565
100 Cambridge Street
Boston, MA 02114

Corporate Services Group      Loan                       $85,000

Pinta & Schwartzberg          Legal services             $60,000

W. Casey & Kelli Gildea       Rent                       $16,000

Andrew B. Fichera             Loan                       $12,000

Ford Motor Credit             Guaranty of car loan        $5,797

Stratis Business Centers      Office rental               $4,000

William Greenberg, Esq.       Legal services              $2,500

Capitol One                   Credit card                 $2,000

Providian Bank                Credit card                 $2,000

Keyspan                       Gas                         $1,652

National Grid                 Electrical service          $1,044

Quest Diagnostic, Inc.        Medical testing               $575

Comcast Cable                 Cable services                $449

Comcast Digital Phone         Telephone service             $225


ROUGE INDUSTRIES: Wants Until April 17 to File Notices of Removal
-----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
April 17, 2006, within which they can file notices of removal with
respect to pre-petition civil actions pursuant to 28 U.S.C.
Section 1452(a) and Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors are a party to approximately 61 civil actions and
proceedings pending in various state and federal courts.

The Debtors give the Court three reasons supporting the extension:

   1) immediately after the petition date, the Debtors had to
      focused their efforts and resources on obtaining approval
      and closing the sale of substantially all of their assets to
      SeverStal N.A.;

   2) the Debtors are still devoting a substantial amount of their
      time and resources to winding down their affairs and
      addressing outstanding issues, including:

      a) claims administration, statutory lien analysis, employee
         and retiree benefit matters, avoidance action analysis
         and recoveries, and

      b) investigating potential claims and causes of action,
         disposition of remaining non-cash assets, cash
         collateral, plan formulation and other estate
         administrative matters; and

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

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

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


ROYAL GROUP: Completes Divestiture of 60% Stake in Royal Alliance
-----------------------------------------------------------------
Royal Group Technologies Limited (RYG: TSX, NYSE) has successfully
completed divestiture of its 60% interest in Royal Alliance.
Royal Alliance produces injection-moulded housewares, indoor
storage products, pet care products and garden furniture, branded
with the Gracious Living(TM) trade name.  Royal Group's interest
was sold to the minority partners in Royal Alliance, who have been
operating and managing the business since 1990.

Royal Group stated that the proceeds of the divestiture of Royal
Alliance were in line with its expectations.  On Dec. 21, 2005,
Royal Group publicly outlined business unit portfolio
restructuring initiatives embedded in its Management Improvement
Plan, stating that total proceeds from planned divestitures were
expected to be in the range of $170 to $200 million during 2006.
Royal Group noted that divestitures of a number of business units
are nearing completion, reiterating that it expects proceeds from
divestitures to be $60 to $80 million during the first quarter of
2006.  In March of 2006 Royal Group expects to close the sale of
excess real estate referenced in its December 27th news release,
which should result in further cash proceeds of $40 million.

Royal Group is pursing divestiture and restructuring of several
business units to enhance its financial performance through
greater focus on core business units.  The other business units
Royal Group is actively seeking divestiture of include Baron Metal
Industries, Roadex Transport, Royal Ecoproducts, its Italian-based
machinery manufacturing companies, a distribution company, as well
as its foreign subsidiaries in Poland, Colombia, Mexico, the South
Pacific and Argentina.  Royal Group provided these details
surrounding intended divestitures and restructuring:

     (a) The combined sales of the business units to be divested
         of and restructured was approximately $240 million during
         the first nine months of 2005, net of eliminations;

     (b) The combined EBITDA of the business units to be divested
         of and restructured was approximately break-even during
         the first nine months of 2005; and,

     (c) The combined depreciation and amortization expense
         related to the business units to be divested of and
         restructured was approximately $17 million during the
         first nine months of 2005.

"These divestitures will have no significant impact on Royal
Group's EBITDA," Lawrence J. Blanford, Royal Group's President and
CEO, noted.  "They will serve to strengthen our balance sheet, as
proceeds will be applied to debt reduction.  Most importantly,
these divestitures will help make Royal Group a stronger company,
by focusing our financial and management resources on our core
businesses, where we generally earn the highest margins."

Royal Group Technologies Limited -- http://www.royalgrouptech.com/
-- manufactures innovative, polymer-based home improvement,
consumer and construction products.  The company has extensive
vertical integration, with operations dedicated to provision of
materials, machinery, tooling, real estate and transportation
services to its plants producing finished products.  Royal Group's
manufacturing facilities are primarily located throughout North
America, with international operations in South America, Europe
and Asia.

                          *     *     *

Royal Group Technologies Limited's 6.9% Notes due 2010 carry
Standard & Poor's BB rating.


SAINT VINCENTS: Can Use Sun Life's Cash Collateral Until Feb. 2
---------------------------------------------------------------
Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
relates that Sun Life Assurance Company of Canada, and Sun Life
Assurance Company of Canada (U.S.) have agreed to extend Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates' use of the Sun Life Cash Collateral through February
2, 2006.  Sun Life, however, required that on each of Jan. 1,
2006, and Feb. 1, 2006, the Debtors would pay to Sun Life
$368,404, representing the monthly interest due under the
promissory notes made by the Debtors.

Consequently, with the Termination Date under the Sun Life
Stipulation, as extended, approaching, the Debtors have asked Sun
Life for a further extension of the Debtors' use of their Cash
Collateral, through April 2, 2006, substantially on the terms of
the previous Sun Life Stipulations.

The Debtors propose to pay Sun Life an amount to be agreed upon as
additional adequate protection commencing on Feb. 2, 2006, and
each ensuing month during the term of the Cash Collateral
extension.

Mr. Oswald says the Debtors' proposal is still being considered by
Sun Life.  The Debtors believe that an agreement will be reached
out before the February Termination Date.

Nevertheless, the Debtors seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to continue using the
Sun Life Cash Collateral to avoid any interruption.

Mr. Oswald assures the Court that Sun Life is, and will remain,
adequately protected.  The adequate protection includes an equity
cushion of not less than $100,000,000, based on appraisals of the
Sun Life Collateral.  Thus, no prejudice will inure to Sun Life in
the event the Court grants the Debtors' request.

               Use of RCG Collateral Also Extended

Mr. Oswald notes that RCG Longview II, L.P., also has agreed to
extend the Debtors' use of the RCG Cash Collateral through
Jan. 31, 2006.  As of Dec. 27, 2005, RCG assigned its rights,
title, and interest in the RCG Collateral and the Subordinate
Promissory Notes made by the Debtors, to First American Title
Insurance Company.

In a separate stipulation, the Debtors and First American agree to
extend the Termination Date for the Debtors' use of the RCG Cash
Collateral through and including Feb. 28, 2006.

Gary Becker, Esq., a member at Kramer Levin Naftalis & Frankel
LLP, in New York, represents First American in the Debtors' case.

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


SAINT VINCENTS: Court OKs $20.5 Mil. AICC Insurance Financing Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to enter into certain agreements for A.I.
Credit Corporation to provide a $20,000,000 premium financing for
the new insurance policies.

The amount of premiums due under the New Policies total
$20,492,595:

         Region                        Amount of Premiums
         ------                        ------------------
         Manhattan and Westchester        $14,186,836
         service regions;

         Staten Island service region      $6,305,759

Pursuant to the terms of the Agreements, the Debtors will:

   (a) finance $10,682,678 under the Manhattan Agreement and
       $4,782,928 under the Staten Island Agreement;

   (b) make a $3,504,158 down payment under the Manhattan
       Agreement and a $1,522,841 down payment under the Staten
       Island Agreement;

   (c) pay interest on the Amounts Financed at a 4.96% annual
       percentage rate under both Agreements;

   (d) make an initial monthly payment, under both Agreements, on
       March 1, 2006;

   (e) pay the Amounts Financed in nine equal monthly installment
       payments -- $1,216,804 under the Manhattan Agreement and
       $545,118 under the Staten Island Agreement;

   (f) pay AICC $268,554 in total finance charges under the
       Manhattan Agreement and $120,239 under the Staten Island
       Agreement; and

   (g) will grant AICC a security interest in all unearned or
       returned Insurance Premiums and other amounts, which may
       become due to the Debtors in connection with the New
       Policies.

Judge Hardin rules that in the event of the Debtors' default in
the timely payment of any funds due to AICCO under the terms of
the Agreements, AICCO may seek the Court's authority to lift the
automatic stay to:

   (a) request cancellation of the New Policies upon expiration
       of a 13-day written notice to cancel, provided the default
       is not cured within that period; and

   (b) proceed to collect the entire unpaid balance owed by the
       Debtors.

In the event of a default, AICC may apply any unearned or
returned premiums in its control or other amounts due to the
Debtors upon cancellation of the New Policies to any amount owed
by the Debtors to AICCO after the Court lifts the automatic stay.

In the event that, upon cancellation of the New Policies, the
unearned or returned premiums received by AICC are insufficient
to pay the Debtors' total amount due to AICC, any remaining
amount, including reasonable attorneys' fees for enforcing its
rights and claims, will be:

   (a) deemed an allowed claim; and

   (b) given administrative expense priority under Section 503 of
       the Bankruptcy Code in any distribution of assets pursuant
       to the Debtors' plan of reorganization.

Judge Hardin says the reversal or modification on appeal of the
Order as well as Section 364 of the Bankruptcy Code will not
affect the validity of the debt, priority, or lien granted to
AICC under the Order.

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


SAINT VINCENTS: Terminates Cavaliere Group Lease
------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Cavaliere Group, LLC and St.
Vincent's Hospital and Medical Center of New York have agreed to
terminate, as of Dec. 31, 2005, a lease agreement pursuant to
which SVCMC leases real property at 66-17 Grand Avenue, in
Maspeth, New York.

The parties agree that as of Dec. 31, 2005, the Lease will be
deemed rejected pursuant to Section 365(a) of the Bankruptcy Code.
SVCMC's estate in and possession of the Premises will terminate
and be wholly extinguished with the same force and effect as if
the Termination Date was stated in the Lease as the expiration
date.

The parties also agree that as of Dec. 15, 2005, SVCMC will have
vacated the Premises and Cavaliere Group will have accepted
surrender of the Premises.

As of Dec. 31, 2005, Cavalier Group will not:

   -- be entitled to recover any property of the Debtors or their
      estates;

   -- have an allowed claim pursuant to Section 502 or an allowed
      administrative expense claim pursuant to Section 503
      against any of the Debtors or their employees; and

   -- not have any right to share in any distribution from any of
      the Debtors' estates, whether under a Chapter 11 plan of
      reorganization or otherwise, arising under or in connection
      with the Lease.

The Stipulation will not be deemed to otherwise constitute a
release or discharge of the Debtors with respect to:

   (a) all occupancy costs as prescribed by the Lease for use and
       occupancy of the Premises by the Debtors through
       Dec. 31, 2005; and

   (b) any and all claims, liabilities, losses, damages and
       expenses of injury or death of any person or loss of
       damage to, in or on the Premises, consistent with the
       Debtors' obligations under the Lease through Dec. 31,
       2005.

The Debtors' obligations to indemnify Cavaliere Group pursuant to
the Lease and to maintain insurance for the Premises will continue
in force and effect through the Termination Date.

Any of the Debtors' property remaining at the Premises after the
Termination Date will be deemed abandoned and Cavaliere Group may
dispose of the remaining property as it deems fit.

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


SITESTAR CORPORATION: Buys All Netrover Shares for $604,535
-----------------------------------------------------------
Sitestar Corporation buys out all of the issued and outstanding
shares of Netrover Inc.'s stock for $604,535.

The transaction also consisted of a non-interest bearing
promissory note of $403,551 payable over twelve months, amortized
over 24 months with a balloon payment in the 12th month and a down
payment consisting of 2 million of Sitestar's common shares.

A full-text copy of the Stock Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?44d

                         About Netrover

Netrover Inc. provides data services in Canada to a broad
residential and corporate customer base, including dial-up and
broadband Internet access and related services, web hosting and
other services.

                         About Sitestar

Sitestar Corporation, a holding company, provides Internet and
computer services to business and residential customers primarily
in the United States. The company's services include narrow and
broadband Internet access, toner recharge, custom networking,
technical consulting, ecommerce integration, Web application
development, and commercial-residential Internet services.

Bagell, Josephs & Company, L.L.C., the company's auditor,
expressed substantial doubt in the company's ability to continue
as a going concern, after it audited the company's 2003 and 2004,
financial statements, pointing to the company's working capital
deficit.

As of Sept. 30, 2005, the company had a working capital deficit of
$1,943,832.  That condition raises substantial doubt about the
company's ability to continue as a going concern.


SOUTH DAKOTA: MetaBank Wants Chapter 11 Case Dismissed
------------------------------------------------------
MetaBank, a secured creditor of South Dakota Acceptance
Corporation, asks the U.S. Bankruptcy Court for the District of
South Dakota, to dismiss the Debtor's chapter 11 case.

MetaBank says that when the Court granted MetaBank's Motion for
Relief from Stay, the Debtor voluntarily surrendered its personal
property to MetaBank for liquidation.  MetaBank relates that the
Debtor continued to service the portfolio of retail installment
contracts while being liquidated.  MetaBank discloses that it had
proceeded to market and liquidate the contracts and the final
transition of the contracts to the buyer is expected to be
completed by Jan. 20, 2006.

MetaBank tells the Court that once the transfer of the contracts
is completed, it will cease its consent for the Debtor to use of
any cash collateral and believes that the operation of the Debtor
will be terminated by that time.  MetaBank further tells the Court
that it owns the building where the Debtor's business operations
are conducted and has reached an agreement to sell the property
with a closing set in February 2006.

MetaBank gives the Court three reasons why the dismissal of the
chapter 11 case is warranted:

    (1) The Debtor's inability and failure to propose and obtain
        confirmation of a plan of reorganization;

    (2) Liquidation of the Debtor's operational assets and place
        of business; and

    (3) The Debtor's expected termination of further business
        operations.

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S.D. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $15,624,000 in assets and $28,028,058 in
debts.


STELCO INC: Ernst & Young Files 47th Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s (TSX:
STE) Court-supervised restructuring, filed its Forty-Seventh
Report of the Monitor.

The Report deals primarily with the naming of the directors to the
company's new board of directors, which will take office on
implementation of the corporation's Plan of Reorganization and
Arrangement.  The sanction hearing before the Ontario Superior
Court of Justice, which precedes Plan implementation, is slated
for tomorrow, Jan. 17, 2006, and Plan implementation is
conditional upon a successful sanction hearing.  Plan
implementation is expected to occur in the first quarter of 2006.
The current board of directors remains responsible for the affairs
of the corporation until Plan implementation.

The current Board and the three equity sponsors who will hold a
majority of shares upon completion of the restructuring have
indicated their support of the list.  In addition, the proposed
directors have indicated their willingness to serve on the new
board.

Stelco's previously announced agreement with the three equity
sponsors provides that the new board will consist of:

     * four directors to be named by Tricap Management Limited,

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

     * the remaining three directors to be satisfactory to the
       three significant equity sponsors as a group.

The proposed directors named by Tricap are:

     * Peter Gordon -- Mr. Gordon is Managing Partner of Tricap
       Management Limited.  He has been involved in investment and
       merchant banking activities since joining Brookfield in
       1998.  His career also includes 15 years of operating
       experience in the mining industry, as well as in finance
       and marketing.

     * John Lacey -- Mr. Lacey is Chairman of The Alderwoods Group
       Inc.  He has more than 37 years of experience in senior
       executive positions, including service as chief executive
       officer in a number of prominent Canadian companies.

     * Cyrus Madon -- Mr. Madon is Managing Partner of Tricap
       Management Limited.  He has pursued merchant banking and
       corporate advisory activities since joining Brascan in
       1999.  Before that he served as chief financial officer of
       Royal LePage.  Mr. Madon has acquired considerable
       experience in corporate finance and capital markets.

     * Tony Molluso -- Mr. Molluso is President and CEO of Concert
       Industries.  He has gained extensive senior management
       experience in a number of companies engaged in heavy
       manufacturing and other activities.  He has also been
       involved in a successful corporate turnaround and has
       focused on relationships with customers and suppliers.

The proposed member of the board named by Sunrise is:

     * Laurie Bennett -- Mr. Bennett is a retired audit partner of
       Ernst & Young LLP.  A highly regarded member of the audit
       community, he has managed the audits of a number of
       Canada's largest companies, with a particular focus on the
       manufacturing sector, among others.

The proposed member of the board named by Appaloosa is:

     * Steve Cohn -- Mr. Cohn is Managing Director of Alvarez &
       Marsal, LLC of New York.  He has more than 15 years
       leadership experience in restructuring situations, serving
       in such roles as chief restructuring officer, financial
       advisor, and chief financial officer.  He has also held
       positions in operations and finance, and served as chief
       operating officer.

The other proposed members of the board are:

     * Pierre Dupuis - Mr. Dupuis is the recently retired Chief
       Operating Officer of Dorel Industries Inc., a global
       consumer product company.  He has extensive management
       experience in heavy manufacturing, having served as
       president, chief operating officer, director, trustee or in
       other senior roles with a number of leading Canadian
       corporations.

     * Courtney Pratt -- Mr. Pratt is currently President and
       Chief Executive Officer of the company.  His previous
       experience includes service in such roles as chairman,
       president, and chief executive officer of a number of
       prominent companies.  The three significant equity sponsors
       have indicated their desire that he serve as chairman of
       the new board.

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

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

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


STEVEN DAVID: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steven L. David
        1013 North Nevada Street
        Carson City, Nevada 89703

Bankruptcy Case No.: 06-50007

Type of Business: The Debtor has an interest in these businesses:
                  TT Truss Co., Inc., fabricates and sells steel
                  Trusses; TT Structures, Inc., installs steel
                  Trusses; Claycon Southwest, Inc., fabricates and
                  sells steel trusses; North American Steel Truss,
                  Inc., fabricates and sells steel trusses; and
                  Claycon West fabricates and sells steel
                  trusses.

Chapter 11 Petition Date: January 17, 2006

Court: District of Nevada (Reno)

Debtor's Counsel: John S. Bartlett, Esq.
                  777 East William Street, Suite 201
                  Carson City, Nevada 89701
                  Tel: (775) 841-6444
                  Fax: (775) 841-2172

Total Assets:   $337,159

Total Debts:  $1,110,921

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PDM Steel Service Centers, Inc.  Trade debt            $600,000
c/o Gibbs, Giden, Locher & Turner
2029 Century Park E., 34th Floor
Los Angeles, CA 90067-3039

Internal Revenue Service         Tax                   $400,000
Bankruptcy Department
Stop 5028
110 City Parkway
Las Vegas, NV 89101

Capital One Bank                 Credit Card             $4,597
P.O. Box 30285
Salt Lake City, UT 84130-0285

HSBC Card Services               Credit Card             $1,973
P.O. Box 80084
Salinas, CA 93912-0084


STONE & WEBSTER: Plan Administrator & Trustee Want Pact Okayed
--------------------------------------------------------------
The SWINC Plan Administrator, on behalf of the Consolidated Stone
& Webster, Incorporated Estate and the SWE&C Liquidating Trustee,
on behalf of the Stone & Webster Engineers and Constructors, Inc.
Liquidating Trust, ask the U.S. Bankruptcy Court for the District
of Delaware to:

   a) approve the Settlement Stipulation between the consolidated
      SWINC Estate and SWE&C Liquidating Trust; and

   b) authorize the reclassification of the claims identified in
      the Settlement Stipulation and dissolve the Interstate
      Oversight Board.

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on Jan. 16, 2004, and that Plan took effect on
Jan. 27, 2004.

Pursuant to the Plan, Stone & Webster Inc., and its direct
subsidiaries were consolidated into the Consolidated SWINC Estate
and Stone & Webster Engineers and its direct subsidiaries into the
Consolidated SWE&C Estate.  Under that Plan, the Plan
Administrator and Liquidating Trustee both have rights to object
to claims and interests filed against the Debtors' estates.

Under Article VII(P) of the Plan, the three-member Interstate
Oversight Board was created to resolve the Interstate Disputes
reserved under the Plan between the Consolidated Estates,
including the disputes regarding the classification of claims as
SWINC or SWE&C claims.

To reduce the large costs that will inevitably be incurred by both
Consolidated Estates in the event of litigation before the Court
or the Oversight Board, they entered into the Settlement to
resolve all Interstate Disputes and dissolve the Oversight Board.

     Essential Elements of the Settlement Stipulation

A) The Main Claims Register identifies the specific Debtor entity
   in which each proof of claim is filed.  If a proof of claim
   does not identify a specific Debtor entity, the Register
   identifies that claim as filed against an unknown Debtor
   entity.  When a proof of claim identifies multiple Debtors, the
   Register will not allocate that claim to any specific Debtor.

B) Each of the Consolidated Debtors consents to the resolution of
   all Interstate Disputes reserved under the Plan and to the
   dissolution of the Interstate Oversight Board.  Any Interstate
   Disputes that will arise after the Board is dissolved ill be
   heard by the Court and it will retain jurisdiction of all
   matters related to those disputes as permitted by law.

A full-text copy of the summary of the Settlement Stipulation is
available for free at http://ResearchArchives.com/t/s?456

The Court will convene a hearing at 11:30 a.m., on Jan. 19, 2006,
to consider the Debtors' request.

Headquartered in Boston, Massachusetts, Stone & Webster,
Incorporated provides professional engineering, construction, and
consulting services. Certain of the Debtors also own and operate
fourteen cold storage warehousing facilities primarily in the
Southeastern United States.  The Debtor and its affiliates filed
for chapter 11 protection on June 2, 2000 (Bank. D. Del. Case No.
00-02142).  Gregg M. Galardi. Esq., at Skadden Arps Slate Meagher
& Flom LLP represents the Debtors.  Lorraine S. McGowen, Esq., at
Orrick, Herrington & Sutcliffe LLP, represents the SWE&C
Liquidating Trust.  Steven A. Domanowski, Esq., at Bell, Boyd &
Lloyd LLC represent the Consolidated SWINC Estate.  When the
Debtors filed chapter 11 protection, they listed total assets of
$917,251,000 and total debts of $604,461,000.  The Bankruptcy
Court confirmed the Debtors' chapter 11 Plan on Jan. 16, 2004, and
the Plan took effect on Jan. 27, 2004.


TELOGY INC: Court Okays Kronish Lieb as Special Tax Counsel
-----------------------------------------------------------
Telogy, Inc., and e-Cycle, LLC, sought and obtained authority from
the U.S. Bankruptcy Court for the Northern District of California
to employ Kronish Lieb Weiner & Hellman LLP as their special tax
counsel.

The Debtor tells the Court that tax issues are especially
sensitive in the Debtors' bankruptcy cases because Telogy is
organized as a so-called Subchapter S corporation.  An S
Corporation is a form of corporation, allowed by the Internal
Revenue Service for most companies with 75 or fewer shareholders,
which enables the company to enjoy the benefits of incorporation
but be taxed as if it were a partnership.

The Debtors say that they intend to preserve Telogy's S
corporation status in order to enable loss carryforwards to
shelter gain from a taxable sale of the assets.  This result will
benefit the Debtors' creditors by giving the reorganized Telogy
entity a fair market value tax basis in its assets.  Additional
tax issues in the Debtors' cases involve the anticipated status of
Reorganized Telogy as a limited liability corporation that will be
treated as a partnership for tax purposes.

Kronish Lieb is expected to assist, advise and represent the
Debtors with respect to tax matters.

W. Lesse Castleberry, Esq., the lead counsel, bills $650 per hour.

Mr. Castleberry assures the Court that the Firm is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

Kronish Lieb Weiner & Hellman LLP -- http://www.klwh.com/-- is a
full-service law firm.

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.


TELOGY INC: Court Okays Omni Management as Claims Agent
-------------------------------------------------------
Telogy, Inc., and its debtor-affiliate sought and obtained
authority from the U.S. Bankruptcy Court for the Northern District
of California to employ Omni Management Group, LLC, as their
noticing, claims, balloting, and administrative agent.

Omni Management is expected to:

   (1) prepare and serve required notices in these chapter 11
       cases, which may include:

       (a) notice of the commencement of these chapter 11 cases
           and the initial meeting of creditors under Section
           341(a) of the Bankruptcy Code;

       (b) notice of the claims bar date;

       (c) notice of objection to claims;

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

       (e) other miscellaneous notices to any entities, as the
           Debtors or the Court may deem necessary or appropriate
           for an orderly administration of these chapter 11
           cases;

   (2) after the mailing of a particular notice, file with the
       Office of the Clerk of the Court a certificate or
       declaration of service that includes a copy of the notice
       involved, a list of persons to whom the notice was mailed
       and the date and manner of mailing;

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

   (4) maintain official claims registers, including, among other
       things, the following information for each proof of claim
       or proof of interest:

       (a) the name and address of the claimant and any agent
           thereof, if the proof of claim or proof of interest was
           filed by an agent;

       (b) the date received;

       (c) the claim number assigned; and

       (d) the asserted amount and classification of the claim;

   (5) assist the Debtors in the preparation of its bankruptcy
       Schedules and Statements, including the creation and
       administration of a claims database based upon a review of
       the claims against the Debtors' estates and the Debtors'
       books and records.

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

   (7) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis; or, in the
       alternative, make available the claims register on- line to
       the Clerk's Office via the Omni claims system;

   (8) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       list shall be available upon request of a party in interest
       or the Clerk's Office;

   (9) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours, as well as, provide online access
       to copies of proofs of claim at no additional expense to
       creditors and parties in interest;

  (10) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of such transfers as required by
       Bankruptcy Rule 3001(e);

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

  (12) provide temporary employees to process claims, as
       necessary;

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

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

  (15) provide balloting and related services.

The Debtors disclose that the Firm's professionals bill $35 to
$285 per hour.  The Debtors further disclose that the Firm is
holding a pre-petition retainer in the amount of $9,122.98 from
the Debtors for services to be rendered.

Eric Schwarz, at Omni Management, assures that the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A full text copy of the Letter of Agreement is available for free
at http://ResearchArchives.com/t/s?44f

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.


TRINITY SPRINGS: AMCON to Delay Filing of Form 10-K for FY 2005
---------------------------------------------------------------
AMCON Distributing Company (AMEX:DIT) was not able to timely file
its Annual Report on Form 10-K for the fiscal year ended Sept. 30,
2005.  Based on the uncertainties surrounding the issues which
have lead to the delay, the company does not believe that it will
be in a position to file its Annual Report on Form 10-K prior to
March 31, 2006 which means that the company's Annual Meeting of
Stockholders, which is normally held in March each year, will be
postponed to a later date.  The company also announced a
preliminary earnings range for its fourth quarter and fiscal year
ended Sept. 30, 2005.

                     Termination of the LOI

Earlier this week, the company terminated a letter of intent with
William F. Wright, its Chairman of the Board, Chief Executive
Officer and largest stockholder, for the proposed acquisition of
80% of the outstanding common stock of its retail health food and
beverage manufacturing businesses.  The termination of the LOI was
due to the complications created by a ruling by the District Court
of the Fifth Judicial District of the State of Idaho announced by
AMCON on Dec. 21, 2005, related to Trinity Spring, Inc., an 85%
owned subsidiary of the company.  That ruling granted the
plaintiff's motion for partial summary judgment declaring that the
stockholders of Trinity Springs, Ltd. which subsequently changed
its name to Crystal Paradise Holdings, Inc., did not validly
approve the sale of its business and assets because the vote of
certain shares issued as a dividend should not have been counted
in the vote.  The District Court has not yet ruled on whether
money damages or rescission of the sale transaction will be
ordered as the relief in this action.  The plaintiff's proposed
rescission plan, which was submitted to the court on Friday,
Jan. 6, 2006, provides for the transfer of TSI's business assets
back to CPH in exchange for the cash paid to CPH upon closing of
the purported asset sale amount which represents:

     * depreciation on the fixed assets,

     * cancellation of the notes issued to CPH upon closing of the
       purported asset sale, and

     * certain other actions described in the press release issued
       on Jan. 10, 2006.

"The recent court ruling surrounding our beverage businesses,
which represent less than 2% of our consolidated sales in fiscal
2005, but substantially all of our consolidated net loss, is
unfortunate since we have positioned these operations to be sold,"
Mr. Wright stated.  The ruling has put us in a position of being
unable to definitively account for the TSI transaction, which, in
turn, has caused us to delay filing our annual report with the
Securities and Exchange Commission and to postpone our Annual
Meeting of Stockholders."

"The uncertainty surrounding TSI, which represented less than 1%
of our consolidated sales in fiscal 2005, has not allowed us to
complete the accounting of TSI's activities for the fiscal year
ended September 2005 due to the difficulty in making on certain
management judgments and estimates required in the consolidated
financial statements," Michael James, AMCON's CFO, added.
"Accounting for rescission of the purported sale transaction could
result in material changes to the Company's financial position and
results of operations for fiscal 2005 and fiscal 2006. Since TSI's
ability to remain a going concern is in doubt, there is a
possibility of TSI being placed into bankruptcy due to TSI's lack
of access to further operating capital while a remedy to the
court's ruling is being negotiated.  This could result in
impairment to the carrying values of current and long-lived
assets."

In addition to termination of the LOI, irregularities discovered
in the inventory accounting records of Hawaiian Natural Water Co.,
Inc., which also represented less than 1% of AMCON's consolidated
sales in fiscal 2005, have impacted the accounting for HNWC's
financial results for fiscal 2005.  HNWC's operating loss for
fiscal 2005 included approximately $700,000 in inventory
adjustments recorded as part of the year-end physical inventory.

As a result of the material issues currently outstanding which may
have an impact on the company's financial position and results of
operations as of and for the fourth quarter and fiscal year ended
Sept. 30, 2005, the company is presently unable to finalize the
accounting for those issues and will not be able to timely file
our Annual Report on Form 10-K with the SEC.  The company has
analyzed the impact of possible differing resolutions of the TSI
transaction issue and the going concern issues for both TSI and
HNWC in order to develop a range of possible earnings guidance
depending on how each matter is ultimately settled.

Based upon that analysis, the company currently estimates that its
net loss for fourth quarter ended Sept. 30, 2005 will be in the
range of $7 million to $13 million compared to a net loss of
$3.3 million for the fourth quarter of fiscal 2004.  The company
currently estimates that its net loss for fiscal year ended
Sept. 30, 2005 will be in the range of $9 million to $15 million
compared to a net loss of $4.2 million for the fiscal year ended
September 2004.  If rescission of the TSI transaction in some form
is ultimately determined to be appropriate, the net loss would
most likely be on the lower end of the range.  If it is ultimately
determined that rescission of the TSI transaction is not the
proper remedy, and further, that either or both TSI and HNWC are
not viable going concerns, the net loss would most likely be on
the higher end of the range.

AMCON is a leading wholesale distributor of consumer products
including beverages, candy, tobacco, groceries, food service,
frozen and chilled foods, and health and beauty care products with
distribution centers in Illinois, Missouri, Nebraska, North Dakota
and South Dakota.

Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc.,
both wholly-owned subsidiaries of The Healthy Edge, Inc., operate
health and natural product retail stores in central Florida (6),
Kansas, Missouri, Nebraska and Oklahoma (4). The retail stores
operate under the names Chamberlin's Market & Cafe and Akin's
Natural Foods Market.

Hawaiian Natural Water Company, Inc. produces and sells natural
spring water under the Hawaiian Springs label in Hawaii and other
foreign markets and purified bottled water on the Island of Oahu
in Hawaii.  The natural spring water is bottled at the source on
the Big Island of Hawaii.

Trinity Springs, Inc. produces and sells geothermal bottled water
and a natural mineral supplement under the Trinity label and
recently introduced a vitamin enhanced beverage product under the
Trinity Enhanced label.  The water and mineral supplement are both
bottled at the base of the Trinity Mountains in Paradise, Idaho,
one of the world's deepest known sources.  Trinity Springs also
distributes Hawaiian Springs on the U.S. mainland.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 23, 2005,
AMCON's bank lenders will not allow additional funds to be
invested in or loaned to Trinity Springs, Inc., by AMCON or its
other subsidiaries.  The uncertainty created by the District
Court's ruling make it unlikely that Trinity Springs, Inc. will be
able to raise additional capital, at least until either:

    (i) the District Court issues the order  and plaintiffs
        clarify their ability to effect rescission, or

   (ii) a negotiated settlement is reached with the plaintiffs and
        Crystal Paradise Holdings, Inc.

If these events do not occur with sufficient lead time before
Trinity Springs, Inc. runs out of operating cash, Trinity Springs,
Inc. may be placed into Chapter 11 bankruptcy and may not be
included as part of any sale transaction with the limited
liability company in which Mr. Wright will be an investor.


TRISTAR HOTELS: Court Allows Holiday to Enforce License Terms
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in San Jose lifts the automatic stay so that Holiday Hospitality
Franchising, Inc., and its affiliate, InterContinental Hotels
Group, Inc., can bar Tristar Hotels and Investments LLC, from
using the "Holiday Inn" trade name and service marks.

The Bankruptcy Court also authorizes Holiday to enter and inspect
the Debtor's hotel in San Mateo, California, so that it can remove
all signage bearing their trade names as well as proprietary
material such as manuals, computer hardware and licensed software.

Holiday had complained that the Debtor's continued use of its
trade name causes irreparable harm to other franchises and damages
its reputation to the general public.

Amy Wallace Potter, Esq., at DLA Piper Rudnick Gray Cary US LLP,
explained that the Debtor had no right to continue using the
"Holiday Inn" trade name in its San Mateo hotel because its
license to use the name was revoked prior to the petition date.

The license agreement was terminated on Sept. 9, 2005, following
the Debtor's defaults of its obligations under the agreement,
including:

   * failing to submit plans,
   * failing to complete a mandated property improvement plan, and
   * nonpayment of financial obligations.

Despite the termination and numerous requests from Holiday to
stop using its trade name, the Debtor had failed to voluntarily
de-identify the hotel.

Headquartered in Mountain View, Calif., Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


TXU CORP: Inks Multi-Million Settlement Pact with Texas Cities
--------------------------------------------------------------
TXU Electric Delivery Company, a regulated subsidiary of TXU
Corp., agreed with a steering committee representing certain
cities in Texas to defer the filing of the company's system-wide
rate case at the Public Utility Commission of Texas to no later
than June 30, 2008, unless the cities and the company mutually
agree that the filing is unnecessary.

A February 2005 agreement originally set the deadline at
July 1, 2006.

The settlement agreement also resolves certain franchise issues
with the cities.  The settlement agreement becomes effective upon
ratification by each city.

Under the agreement, the Company will pay the Cities around
$40 million from January 2006 to mid-2009, which includes
$18 million for beneficial public use.  The company plans to
extend the benefits of the agreement to the other cities it serves
at an estimated additional expense of up to $12 million.

The Company and the Cities also agreed to resolve franchise issues
that will result in an aggregate increase of around $28 million in
the franchise fees paid to all cities in the Company's service
territory over the period from January 2006 to mid-2009.  TXU
Electric Delivery expects the total incremental expenses
associated with the agreement to be approximately $80 million,
essentially all of which will be recognized over the period from
July 2006 to June 2008.  Payments under the agreement are expected
to be made until new tariffs are effective, which, based upon an
assumed June 2008 rate case filing, is projected to be mid-2009.

TXU Corp. -- http://www.txucorp.com/-- a Dallas-based energy
company, manages a portfolio of competitive and regulated energy
businesses in North America, primarily in Texas.  In TXU Corp.'s
unregulated business, TXU Energy provides electricity and related
services to 2.5 million competitive electricity customers in
Texas, more customers than any other retail electric provider in
the state.  TXU Power has over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear and 5,837 MW of lignite/coal-
fired generation capacity.  The company is also one of the largest
purchasers of wind-generated electricity in Texas and North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery, complements the
competitive operations, using asset management skills developed
over more than one hundred years, to provide reliable electricity
delivery to consumers.  TXU Electric Delivery operates the largest
distribution and transmission system in Texas, providing power to
more than 2.9 million electric delivery points over more than
99,000 miles of distribution and 14,000 miles of transmission
lines.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
TXU Corp. securities rated by Fitch Ratings remain unchanged
following the announcement that TXU reached a comprehensive
settlement agreement resolving potential claims relating to TXU
Europe.  The ratings are:

   -- Senior unsecured 'BBB-';
   -- Preferred stock 'BB+';
   -- Commercial paper 'F3'.


TYCORP PIZZA: Court Okays Marcus Santoro as Bankruptcy Counsel
--------------------------------------------------------------
Tycorp Pizza Inc. sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Marcus, Santoro & Kozak, P.C., as its counsel.

Marcus Santoro will:

     a. prepare the petition, lists, schedules and statements
        required by 11 U.S.C. 521; the pleadings, motions,
        notices and orders required for the orderly administration
        of the estate and to ensure the progress of this case; and
        to consult with and advise the Debtor in the
        reorganization of its businesses and the orderly
        administration of their assets;

     b. prepare for, prosecute, defend, and represent the Debtor's
        interests in all contested matters, adversary proceedings,
        and other motions and applications arising under, arising
        in, or related to this case;

     c. advise and consult concerning administration of the estate
        in this case, concerning the rights and remedies with
        regard to the Debtor's assets; concerning the claims of
        administrative, secured, priority, and unsecured creditors
        and other parties in interest;

     d. investigate the existence of other assets of the estate;
        and, if any exist, to take appropriate action to have the
        same turned over to the estate, including instituting
        lawsuits and investigating whether lawsuits exist; and

     e. prepare a Disclosure Statement and Plan of Reorganization
        for the Debtor, and negotiate with all creditors and
        parties in interest who may be affected thereby; to obtain
        confirmation of a Plan, and perform all acts reasonably
        calculated to permit the Debtor to perform such acts and
        consummate a Plan.

The Debtor discloses that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Attorneys                     $140 - $260
         Paralegals                     $35 - $90

The Debtor further discloses that Marcus Santoro is holding
approximately $35,000 as a retainer.

Karen M. Crowley, Esq., a shareholder of Marcus Santoro, assures
the Court that the Firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Norfolk, Virginia, Tycorp Pizza Inc. is a Pizza
Hut restaurant franchisee.  The Debtor and its affiliates filed
for chapter 11 protection on Nov. 21, 2005 (Bankr. S.D. VA. Case
Nos. 05-77907 through 05-77910).  When the Debtors filed for
protection from its creditors, they estimated assets between
$1 million to $10 million and debts between $10 million to $50
million.


VARIG S.A.: Brazilian Court Ratifies Contingency Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
determined that VARIG, S.A., would have to meet certain conditions
for the U.S. Court to uphold the injunction disallowing lessors to
seize aircraft used by VARIG.  The conditions include that VARIG
must obtain the Brazilian Court's ratification of the Contingency
Return Plan.

In an order dated Jan. 4, 2005, Judge Luiz Roberto Ayoub, of the
Eighth District Bankruptcy Court of Rio de Janeiro ratified the
Contingency Plan.

        Aircraft Lessors Further Argue Against Injunction

Because of the Brazilian Court's decision approving the Foreign
Debtors' Recovery Plan, certain Aircraft Lessors assert that
there is no need to further continue the Preliminary Injunction:

   1. Ansett Worldwide Aviation, U.S.A. AWMS I, AWMS II, Ansett
      Worldwide Aviation Limited, and Ansett Worldwide Aviation
      Sales Limited;

   2. U.S. Bank National Association, U.S. Bank Trust National
      Association, Wells Fargo Bank Northwest, N.A., and Wells
      Fargo Bank National Association, as trustees under certain
      aircraft leased to the Debtors;

   3. Central Air Leasing Limited and Wells Fargo Bank Northwest,
      National Association; and

   4. Aircraft SPC-6, Inc.

With the approval of the Plan, the Ansett Lessors contend that
all steps necessary for the Foreign Debtors to achieve the
Brazilian equivalent of emergence from bankruptcy had been
completed.  "[T]here is no need for an injunction to preserve the
status quo to allow the Foreign Debtors to structure their
judicial recuperation," the Ansett Lessors assert.

The Bank Trustees inform the U.S. Court that the Foreign Debtors
remain in default of their obligations under the relevant leases,
and have failed to meet the requirements of the U.S. Court's
orders regarding rent, maintenance, and return conditions.  These
failures, on the Foreign Debtors' part, demonstrate that the U.S.
Court should act to enforce its prior Orders requiring a
definitive contingency plan that provides for deregistration,
assembly and repatriation of the aircraft.

Ann Acker, Esq., at Chapman and Cutler LLP, in Chicago, Illinois,
contends that the Foreign Debtors should not be permitted to
take unfair advantage of U.S. Courts to deprive the Bank Trustees
of their contractual and legal rights and remedies.  VARIG has
utilized the Bank Trustees' aircraft, valued in excess of
$200,000,000, to generate significant revenue, while the Bank
Trustees have not received their scheduled payments and have been
kept in the dark regarding the maintenance status of their
aircraft.  At the same time, Ms. Acker notes, other
administrative claimants have been paid while the Bank Trustees
have not.

Even more significantly, the Foreign Debtors have purportedly
emerged from the Brazilian proceedings, Ms. Acker states.
Whatever principles of comity or equity that the U.S. Court
relied on in the past to overrule the Bank Trustees'
objections have disappeared.  Ms. Acker argues that the winding
up of the Foreign Debtors' proceedings in Brazil makes the U.S.
Court's decision quite clear that under any applicable standard
of Brazilian or U.S. law, the U.S. Court cannot continue to
extend injunctive relief beyond the period of the Brazilian
proceeding's pendency.

Moreover, the Bank Trustees relate that the Debtors have failed
to provide the U.S. Court-mandated disclosures.  To the contrary,
the Debtors' previous 'contingency plan,' which is not updated
since the previous one delivered in the 11th hour prior to the
hearing, falls far short of what is necessary to protect the Bank
Trustees' rights.  Specifically, the Bank Trustees note that the
Debtors have given assurances that they will coordinate the
assembly of aircraft for export, but do not reserve funds to
implement this plan.  Rather, the plan simply purports to provide
a 'treasure map' of where in Brazil to go to find the engines,
landing gear, APU, and other parts which belong to the collateral
Aircraft.

Ms. Acker explains that a proper contingency plan should at the
very least provide for airworthy, fully reassembled and properly
documented aircraft and cooperation in accordance with the
documents on deregistration, return, and protection of the
Aircraft, with funds earmarked in advance and kept in trust.

The Bank Trustees have cited additional problems with the Foreign
Debtors' Contingency Plan, including:

   1. Return of the Aircraft

      It should not be necessary for the Bank Trustees to obtain
      a Court order.  If there is no stay in place, upon VARIG's
      default, it should be required to return the Aircraft on
      request to a location agreed to by the Bank Trustees as
      provided for in the relevant aircraft agreements.

   2. Condition of the Aircraft

      The provisions of the lease regarding return conditions
      must be complied with.  The Bank Trustees should have an
      administrative claim for breach of those conditions.

   3. Aircraft Maintenance and Records

      Records should be returned at the same time as the
      relevant Aircraft.  Thirty days is unacceptable.  Also,
      VARIG should cooperate in providing any additional
      information or documents necessary for the remarketing,
      sale, lease, or reregistration or repatriation of the
      Aircraft.

   4. Engine Swaps

      VARIG should begin matching collateral engines to the
      Aircraft now so that the Bank Trustees do not suffer a
      delay in recovering their collateral.

What is more, Ms. Acker maintains, the purported cash flow
statement provided by the Foreign Debtors suggests that, not only
does payment discrimination continue amongst VARIG's creditors as
a whole, but that payment discrimination amongst lessors could be
occurring.  Despite remitting a portion of the proceeds of
certain assets sales, VARIG has failed to remit its excess cash
flow from operations to the lessors pro rata as required by the
Order, or provide any justification as to why they are not doing
so.

Ms. Acker avers that the Bank Trustees should not bear the risk
of further loss in value of their Aircraft based on another
speculative, eleventh hour promise.  Since no bond was required
to support the issuance of the Preliminary Injunction, the Bank
Trustees are being asked to bear the risk of the failure
of another proposal.  The harm to the Trustees is aggravated by
the apparent failure of the Brazilian Court to provide
administrative claim status to the postpetition amounts due the
Bank Trustees, and the ever changing and chaotic events
surrounding the proceedings in Brazil.

The Bank Trustees believe that the ending of the Brazilian
proceedings, coupled with the management's recognition of the end
of the injunction as a matter of law, underscores the need for
the U.S. Court to vacate its injunction.  As long as the Bank
Trustees are enjoined from taking any action to enforce their
rights, there is a strong incentive for the Foreign Debtors to
continue their pattern of defaults and non-compliance with the
Court's orders.

In addition, the rapidly changing and uncertain nature of the
Debtors' financial situation underscores the urgent need to allow
the Bank Trustees to protect their collateral, Ms. Acker says.
Moreover, the risk of cannibalization of the leased planes
remains a real one, and the Foreign Debtors have failed to allay
fears that this will take place.

As of Jan. 12, 2006, the U.S. Trustees believe that VARIG's
defaults total more than $5,000,000:

      MSN 30214 as of 01/10/06             $2,315,879
      MSN 30213 as of 01/10/06              1,807,763
      MSN 26918 as of 01/11/06              1,028,645
                                           ----------
      Grand Total Owed to Trustees         $5,152,287

Central Air believes that the completion of the Brazilian
proceedings meant that the U.S. Court should not countenance any
attempt to continue the injunction against enforcement actions or
other remedies based on VARIG's failure to satisfy its post-
ancillary Petition Date obligations.

Specifically, Central Air asks the Court to:

   (a) terminate the ancillary proceeding preliminary injunction
       so as to permit Central Air, inter alia, to exercise
       all rights and remedies under its leases and other
       operative documents with the VARIG Debtors;

   (b) require the Foreign Debtors to immediately pay Central Air
       all rent, supplemental rent, reserves, fee and expense
       obligations under the leases and other operative documents
       accruing or incurred after the Ancillary Petition Date
       through the date of the order; and

   (c) direct the Foreign Debtors to pay when due all rent,
       supplemental rent, reserves, fee and expense obligations
       under the leases and other operative documents arising or
       incurred through the date that the VARIG Debtors turn over
       Central Air's Aircraft.

SPC-6 believes that the Brazilian Court's acceptance of VARIG's
Recovery Plan presents the possibility for progress by the
Foreign Debtors.  Michael Luskin, Esq., in Luskin, Stern & Eisler
LLP, in New York, states, however, that the U.S. Court should
only reward progress, and not continued delinquency.

Regardless of the Brazilian Court's approval of the Recovery
Plan, SPC-6's fears on VARIG's financial stability is still not
alleviated.

SPC-6 observes that VARIG has yet to secure a commercially
reasonable receivables transaction since the terms of the
proposed sales of Varig Logistica S.A., and Varig Manutencao e
Engenharia remain in flux.  According to Mr. Luskin, while VARIG
previously desired to sell VarigLog and VEM together, the Airline
now proposes to sell them separately, requiring additional
negotiations with the proposed investors.  SPC-6 still does not
know whether a separate sale of VarigLog to MatlinPatterson
Global Advisors LLC would subject VARIG to a $12,500,00 break-up
fee based on its previous agreement with TAP Air Portugal.

By law, VARIG must be allowed to execute the Plan, but the
execution, Mr. Luskin argues, cannot excuse VARIG from any
postpetition lease obligations.  Thus, SPC-6 expects VARIG to be
current on all postpetition rent, maintenance reserves and all
other obligations due under VARIG's aircraft lease agreements.
Going forward, SPC-6 expects all rent, maintenance reserves and
other payments due under the lease to be made on a regular basis,
as they come due.

By its limited objection, SPC-6 asks Judge Drain to enter an
order stating that the Preliminary Injunction does not apply to
any postpetition obligations and directing the Foreign Debtors to
perform all necessary and required maintenance on the aircraft
and engines it leases from Aircraft SPC-6.

                     Foreign Debtors Respond

Vicente Cervo and Eduardo Zerwes, the Foreign Representatives of
the Foreign Debtors, tells Judge Drain that since December 19,
2005, the Debtors have paid an additional $40,500,000 to their
aircraft and engine lessors.  The Foreign Debtors anticipate
making at least $2,000,000 in additional payments to the lessors
for their postpetition arrearages within January 2006.  The
Foreign Debtors say they have also been current on payments of
rent and maintenance reserves under their leases since
January 1, 2006.

After those payments, approximately $21,000,000 in postpetition
arrearages will remain outstanding.  The Foreign Debtors expect
to have paid the entire amount after Jan. 13, 2006.  The Foreign
Debtors assures the Court that they will continue to make
current payments to their lessors.

Contrary to allegations of certain lessors, the Foreign Debtors
contend that they have diligently complied with their obligations
under the Preliminary Injunction Order.

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, argues that although the Foreign Proceedings no
longer provide for a stay with respect to postpetition defaults,
the approval of the judicial recovery plan by the creditors and
the Brazilian Court had the effect of enjoining creditors from
exercising any remedies on account of prepetition defaults.

To prevent creditors from circumventing the plan's
implementation, the Foreign Debtors ask the Court extend the
Preliminary Injunction Order pending the filing of a request to
convert the Preliminary Injunction into a permanent injunction.

The Foreign Debtors hope to file their conversion request shortly
after the general assembly of creditors on Jan. 31, 2006.

           Court Further Extends Preliminary Injunction

As stated on record at the Jan. 12, 2006, hearing, the Foreign
Representatives have indicated that they will circulate to the
Aircraft Lessors a proposed form of Preliminary Injunction Order,
with a view to considering any comments the parties may have.  As
a result, the Aircraft Lessors have withdrawn their objections
and agreed that the parties require additional time to review the
Foreign Debtors' proposed form of Preliminary Injunction Order.

Thus, Judge Drain extends the Preliminary Injunction pending the
entry of a further Preliminary Injunction Order.

According to Bloomberg News, Judge Drain ruled that VARIG has
until at least March 21, 2006, to keep its leased aircraft after
it makes overdue payments to its aircraft creditors.  Judge Drain
also ordered the Foreign Debtors to appear before the U.S. Court
again, on March 17, 2006, to report on the progress of their
restructuring.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Concludes Separate Sale of VarigLog and VEM for $72MM
-----------------------------------------------------------------
VARIG, S.A., has concluded the separate sale of its cargo
transport company and its maintenance unit -- Varig Logistica
S.A., and Varig Manutencao e Engenharia -- for $72,200,000 in
aggregate, InvestNews reports.

According to InvestNews, VarigLog was officially sold to Volo
Logistics Brasil, a company created by MatlinPatterson Global
Advisors LLC.  VEM, on the other hand, was purchased by Aero-LB,
which is a holding owned by TAP Air Portugal and by Chinese
millionaire Stanley Ho.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Inks Financing Agreement With Boeing Capital
--------------------------------------------------------
VARIG, S.A., closed a financing agreement with Boeing Capital
Corporation to fix six MD-11 airplane engines, Agencia Brasil
reports.

The Boeing Agreement allows for the return of two VARIG airplanes
that were undergoing maintenance.

According to VARIG's press service, the airline company intends to
boost its fleet to 64 aircraft at the end of January 2006, more
than what was established in its recovery plan for the first
semester.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WESTERN IOWA: Wants to Sell Assets to National Materials for $5.9M
------------------------------------------------------------------
Western Iowa Limestone, Inc., asks the U.S. Bankruptcy Court for
the District of Nebraska for permission to:

   a) sell substantially all of its assets, free and clear of all
      liens, claims, encumbrances and interests, to Natural
      Materials, LLC; and

   b) assume and assign executory contracts and unexpired leases.

Alan E. Pedersen, Esq., at McGill, Gotsdiner, Workman & Lepp,
P.C., L.L.O., said that the Debtor is unable to consistently
recognize a profit level necessary to meet the Debtor's ongoing
operating costs and overhead while allowing sufficient profit to
properly repair its obligations for an effective reorganization.

Accordingly, the Debtor wants to sell its assets, including, all
inventories, supplies, accounts receivable, and substantially all
equipment and machinery, and assign any leases and executory
contracts that a potential buyer might desire, and abandoning all
other executory contracts and leases.

Natural Materials will pay approximately $5,905,840, and United
Bank of Iowa, a secured creditor, agrees to finance the buyer's
acquisition of the assets under the agreement on terms acceptable
to buyer.  The purchase price will be approximately $6,905,840.

Pursuant to the purchase agreement, the Debtor will pay all
amounts required to cure any monetary defaults under the executory
contracts and leases through the effective date of the sale.  The
buyer will pay all of the amounts and provide, to the extent
necessary, adequate assurance of its further performance under
that contract or lease.

A complete list of the Debtor's executory contracts and leases is
available for free at http://ResearchArchives.com/t/s?454

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$1 million to $10 million and estimated debts of $10 million to
$50 million.


WESTON NURSERIES: Bankruptcy Court Sets March 3 as Claims Bar Date
------------------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts set March 3, 2006, at 4:30 p.m., as the deadline for
all creditors owed money by Weston Nurseries, Inc., on account of
claims arising prior to Oct. 14, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
March 3 Claims Bar Date and those forms must be delivered to:

              The Clerk of the U.S. Bankruptcy Court
              211 Harold D. Donahue Federal Building
              595 Main Street
              Worcester, Massachusetts 01608-2076

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


WILLIAMS COS: $213.94 Mil. of Jr. Sub Notes Converted to Stock
--------------------------------------------------------------
The Williams Companies, Inc. (NYSE:WMB) reported the expiration of
its offer to pay a cash premium to holders of any and all of its
approximately $300 million principal amount outstanding
5.5% Junior Subordinated Convertible Debentures due 2033 who
elected to convert their debentures to shares of the Company's
common stock.

The conversion offer expired at 5 p.m. Eastern on Jan. 11, 2006.
As of 5 p.m. Eastern on the expiration date, holders of
$213,941,900 aggregate principal amount of the outstanding
debentures, constituting 71.3% of the principal amount of the
outstanding debentures, had delivered valid tenders pursuant to
the conversion offer, all of which were accepted for exchange.

The conversion agent for the conversion offer will deliver the
consideration for the accepted debentures promptly to tendering
holders.

Lehman Brothers Inc. and Merrill Lynch & Co. acted as dealer
managers. D.F. King & Co., Inc. acted as the information agent.
JPMorgan Chase Bank, National Association acted as the conversion
agent for the conversion offer.

The Williams Companies, Inc. -- http://www.williams.com/--  
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  The company also manages a
wholesale power business.  Williams' operations are concentrated
in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to
The Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WINN-DIXIE: U.S. Trustee Disbands Equity Panel Effective Jan. 11
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 22, 2005,
Felicia S. Turner, the United States Trustee for Region 21,
appointed five shareholders to serve on the Official Committee of
Equity Security Holders in Winn-Dixie Stores, Inc., and its
debtor-affiliates' chapter 11 cases.

                  Creditors' Committee Objects

As reported in the Troubled Company Reporter on Sept. 9, 2005, the
Official Committee of Unsecured Creditors wants the Bankruptcy
Court to direct the U.S. Trustee to disband the Equity Committee.

Patrick P. Patangan, Esq., at Akerman Senterfitt, in
Jacksonville, Florida, discloses that the Disbandment Motion is
based on and cites extensively financial and commercial
information relating to the Debtors' businesses and
reorganization strategy that may be deemed confidential.  The
Debtors have asked the Creditors Committee to file the
Disbandment Motion under seal to protect the Confidential
Information.

                        Court Ruling

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Judge Funk rules that the Disbandment Motion and any responsive
pleadings are to be filed under seal and kept out of the public
record.

Judge Funk clarifies that the limited recipients to the pleadings
will include, in addition to the parties already identified, the
staff of the Securities and Exchange Committee as well as counsel
for the Ad Hoc Committee of Retirees but will not include
individual members of the Retirees Committee.

                  Equity Panel Disbandment

Elena L. Escamilla, Esq., notifies the Court that Felicia S.
Turner, the United States Trustee for Region 21, disbanded the
Official Committee of Equity Security Holders effective
Jan. 11, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: 3 Parties Object to Equity Panel's Examiner Request
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Jan. 5,
2006, the Official Committee of Equity Security Holders of Winn-
Dixie Stores, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Middle District of Florida to appoint an
examiner to conduct an independent investigation.  The examiner
will investigate, among other things:

    (a) The decline of Winn-Dixie's financial condition and events
        leading up to the Chapter 11 filings;

    (b) The Internal Revenue Service audit of fiscal years 2000
        through 2002, including, but not limited to, Winn-Dixie's
        appeal of the IRS' decisions;

    (c) The issuance of dividends from 2000 through 2004 and
        whether Winn-Dixie complied with corporate governance
        requirements in issuing the dividends;

    (d) Winn-Dixie's company-owned life insurance policies and any
        IRS investigation of those policies;

    (e) Class action lawsuits filed in the United States District
        Court for the Middle District of Florida against Winn-
        Dixie and certain present and former executive officers
        alleging claims under federal securities laws;

    (f) Class action lawsuits filed in the United States District
        Court for the Middle District of Florida against
        Winn-Dixie and certain present and former executive
        officers alleging claims under ERISA relating to
        Winn-Dixie's Profit Sharing/401(k) plan;

    (g) Shareholder demand requesting that a derivative proceeding
        be commenced against the Board of Directors and officers
        and directors who served from May 6, 2002, through
        July 23, 2004, asserting that the parties violated their
        fiduciary duties to Winn-Dixie;

    (h) Federal grand jury investigation of possible violations of
        federal criminal law arising out of activities related to
        illegal importation, possession, transportation and sale
        of undersized lobsters; and

    (i) Any matters identified in any filing made by Winn-Dixie in
        the bankruptcy case or with the SEC.

                            Objections

(1) Debtors

The Official Committee of Equity Security Holders has raised
questions about the Debtors' prepetition management to justify
its continued existence, Cynthia C. Jackson, Esq., at Smith
Hulsey & Busey, in Jacksonville, Florida, notes.  Ms. Jackson
argues that the Equity Committee's request alleges no facts that
suggest any actionable conduct by the Debtors' prepetition
directors, officers, senior managers, or professionals.  Ms.
Jackson adds that the arguments advanced in the Examiner Motion
are no more than unsubstantiated speculation flowing from the
Debtors' public filings.

Ms. Jackson assures the Court that the Debtors' SEC filings
comply with applicable state and federal law.

The Debtors believe that the Equity Committee's arguments do not
establish the need for an examiner in their Chapter 11 cases.
Notwithstanding, because the Debtors' liquidated unsecured debts
exceed $5,000,000, Section 1104(c)(2) of the Bankruptcy Code
requires the Court to grant the Equity Committee's request for an
examiner.  In this regard, the Debtors do not object to the
appointment of an examiner, but suggest certain parameters.

Ms. Jackson asserts that it is of paramount importance to the
Debtors that the examiner's investigation will not delay their
efforts in timely emerging from Chapter 11.  The Debtors want to
require the examiner to complete his or her investigation and
file a report by March 20, 2006, the date by which their
exclusive right to file a plan of reorganization ends.

In addition, the Debtors ask the Court to establish, in advance,
reasonable limitations on the compensation and expenses available
to the examiner.  The Debtors suggest that the time and expense
limitations provided by the Court be subject to expansion upon
the examiner requesting more time, or expense, for cause shown.

The Debtors further request that, consistent with Section 1104(d)
of the Bankruptcy Code, the U.S. Trustee be directed to consult
with:

   (a) the Debtors,
   (b) the Debtors' postpetition secured lenders, and
   (c) all official committees in selecting the examiner.

(2) Wachovia

Section 1104(c)(2) of the Bankruptcy Code compels the Court to
grant the Equity Committee's request for an Examiner.  However,
Wachovia Bank, National Association, believes that the Court
retains broad discretion in designing and structuring the
Examiner's role, manner of investigation and compensation.  Betsy
C. Cox, Esq., at Rogers Towers, P.A., in Jacksonville, Florida,
notes that the oversight and restrictions are particularly
relevant and necessary to protect the integrity of the Debtors'
reorganization efforts, given the present critical juncture of
these reorganization cases and the fact that the Examiner Motion
is devoid of any specific allegations of fraud or wrongful
conduct on behalf of the Debtors' senior management or directors.

Accordingly, Wachovia asks the Court that any order approving the
Examiner Motion direct that:

     (i) the Examiner, upon his appointment, meet with
         representatives of the Debtors to establish a mutually
         acceptable written task timeline for performing the
         Examiner's investigation of the agreed upon
         Investigation Topics in a manner that will coordinate
         the schedules and responsibilities of Debtors' senior
         management so as to not interfere with the Debtors'
         business operations and reorganization efforts;

    (ii) the Examiner complete and file his report by no later
         than the expiration of the Debtors' Plan exclusivity
         period, March 20, 2006;

   (iii) the Examiner provide a written status report to the
         Debtors, the Agent, the Official Committee of Unsecured
         Creditors and the Equity Committee 30 days after the
         Examiner's appointment, to apprise the parties of the
         Examiner's progress and compliance with the Timeline,
         which report will set forth remaining tasks to be
         undertaken by the Examiner or additional documents for
         which the Examiner seeks production from the Debtors;
         and

    (iv) compensation and expenses available to the Examiner
         should not exceed $250,000.

"[These] guidelines will minimize the disruption to the Debtors'
business operations and reorganization efforts and preserve
valuable estate assets," Ms. Cox says.

(3) Creditors Committee

On Jan. 4, 2006, the Equity Committee served the Debtors with
wide-ranging discovery requests, including:

    -- interrogatories requesting disclosure of experts and
       witnesses that the Debtors intend to designate in
       connection with the Examiner Motion;

    -- extremely broad production requests for documents relating
       to or created in the years 2000 through 2005; and

    -- a deposition notice pursuant to Rule 30(b)(6) of the
       Federal Rules of Civil Procedure.

The Equity Committee said discovery and depositions are necessary
to determine whether, and to what extent, the Debtors are
conducting, or have conducted, investigations with respect to the
actions or inactions of the Debtors' prepetition directors and
officers that caused or contributed to the bankruptcy filings.

John Macdonald, Esq., at Akerman Senterfitt, in Jacksonville,
Florida, contends that there is no need for discovery or further
briefing.  Given the level of debt for borrowed money in the
Debtors' Chapter 11 case, the appointment of an examiner is
mandatory under Section 1104(c)(2) of the Bankruptcy Code.

The Equity Committee seeks to draw the other parties into
needless litigation.  As much as the Equity Committee may wish to
spend days deposing management, discovery is neither productive
nor essential to the resolution of the Examiner Motion, Mr.
Macdonald says.

If an examiner is appointed, Mr. Macdonald suggests that the
Court charge the examiner with a tightly controlled and highly
limited mandate.  If the examiner uncovers potentially fruitful
areas of inquiry, it can always petition the Court to broaden its
mandate.

The Official Committee of Unsecured Creditors is intensely
focused on the costs associated with an examiner.  Mr. Macdonald
points out that the fees and expenses of an examiner will be
borne by the estate and, as a result, reduce the recoveries to
unsecured creditors.  The Equity Committee is immune to these
concerns because its constituents are not entitled to any
recovery and thus are indifferent to additional administrative
expenses.  Indeed, Mr. Macdonald notes, many of the areas the
Equity Committee seeks to have an examiner investigate are
already the subjects of non-bankruptcy lawsuits.

According to Mr. Macdonald, a lengthy investigation could delay
emergence from Chapter 11, leading to a concomitant deterioration
of value.

The Creditors Committee asks the Court to:

   (1) deny the Equity Committee's request for discovery in
       connection with its Examiner Motion; and

   (2) set a hearing in about two weeks from Jan. 9, 2006, to
       consider the:

       -- identity and qualifications of the examiner suggested
          by the United States Trustee after consulting with
          counsel for the Debtors, the Committee, DIP lender, and
          the Equity Committee; and

       -- determine the proper, limited scope of the examiner's
          investigation.

                          *     *     *

The Court held a hearing on Jan. 12, 2006, to consider the
discovery issues raised.  The Court deferred ruling at this time.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Settle Small Prepetition Litigation Claims
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to settle or liquidate additional prepetition litigation claims
pursuant to the Court-approved Claims Resolution Procedure.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, informs Judge Funk that the Debtors have successfully
resolved, as of Dec. 16, 2005, 331 Litigation Claims totaling
$18,635,181 for an aggregate settlement amount of $3,097,243.
The settlement amount consists of $392,071 in cash payments and
the balance in allowed claims.  Resolution of these claims in
this cost-effective manner has significantly enhanced the value
of the Debtors' estates, Mr. Baker says.

                  Additional Litigation Claims

The Court set Nov. 30, 2005, as a special bar date for about
200 subsequently identified potential creditors, including the
holders of possible litigation claims.  The Debtors believe that
the Claims Resolution Procedure will facilitate the consensual
liquidation of many of the Additional Litigation Claims in an
expeditious manner.

Mr. Baker notes that the Additional Litigation Claims run the
gamut in terms of asserted liability, but many seek relatively
small amounts.  As of the Petition Date, all actions by the
Claimants to collect or recover on the Additional Litigation
Claims were stayed under Section 362(a) of the Bankruptcy Code.
Thus, the Additional Litigation Claims are contingent, disputed
and unliquidated.  In many instances, the Debtors believe that
they have no liability on these claims or dispute the claims'
amounts.

It would be time consuming, unduly burdensome and expensive for
the Debtors to have to defend against and liquidate hundreds of
relatively small Additional Litigation Claims in forums other
than the Court, Mr. Baker asserts.

                        Time Requirements

The Claims Resolution Procedure established time requirements for
the parties designed to facilitate efficient and inexpensive
liquidation of the Litigation Claims.  The Debtors ask the Court
to set these time requirements for the settlement or liquidation
of Additional Litigation Claims, which are parallel to those
established under the Claims Resolution Procedure Order:

               Claims Under    Claims Between    Claims Over
                   $5,000     $5,000 & $50,000     $50,000
               ------------   ----------------   -----------
Questionnaire  Due within       Due within       Due Within
               30 days from     30 days from     30 days from
               receipt          receipt          receipt

Response       Due within       Due within       Due within
Statement      45 days from     45 days from     45 days from
               receipt of       receipt of       receipt of
               Questionnaire    Questionnaire    Questionnaire

Reply          Due within       Due within       Due Within
               30 days from     30 days from     30 days from
               receipt of       receipt of       receipt of
               Response         Response         Response

Mediation                                        Parties must
Arbitration                                      agree to
                                                 Mediation/
                                                 Arbitration

Claim          If not settled   If not settled   If not resolved
Adjudication   by the Reply     by the Reply     by settlement,
in Appropriate due date,        due date,        mediation, or
Forum          claim to be      claim to be      arbitration,
               adjudicated      adjudicated      claim to be
                                                 adjudicated

For Judgment Claims, mediation is initiated by the Debtors.  If
mediation does not resolve the dispute, a claimant may request
arbitration.  If arbitration still does not resolve the claims,
they will be adjudicated.

According to Mr. Baker, the Claims Resolution Procedure is a
non-judicial procedure for liquidating Litigation Claims more
quickly than full trial litigation in state, federal or
bankruptcy court.  The parties will have sufficient opportunity
to reach consensual settlements through direct negotiation or
alternative dispute resolution.  During the suspension of
litigation, there is limited delay but the Claimants' substantive
rights are not abridged in any way.

Furthermore, there is no requirement that a Claimant settle its
Litigation Claim pursuant to the Claims Resolution Procedure.
Mr. Baker clarifies that the Debtors only want the Claimant to be
required to comply, in good faith, with the Claims Resolution
Procedure before being entitled to ask the Court to lift the
automatic stay to litigate its claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WODO LLC: Inks $16.8 Mil. DIP Financing Deal with Shames-Makovsky
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
gave Wodo, LLC, fka Trillium Commons, LLC, authority to obtain
$16.8 million secured postpetition financing from Shames-Makovsky
Mortgage Company.

The Debtor told the Court that it has been unable to obtain
unsecured credit with administrative priority to meet its
postpetition financing needs.

Shames-Makovsky holds liens on Debtor's remaining property,
including, Blocks 11, 12, 14B and 18.

The Debtor will use the borrowed funds to:

      i) pay the tax liens on the parcels to be pledged to Shames-
         Makovsky;

     ii) pay remaining amount owing on GCP WCP, LCC's secured
         claim;

    iii) pay the amounts owed to Polygon Financial 05, LLC, in
         which provides the Debtor $5 million loan to fund the
         first two settlement payments to Western United Life
         Assurance as reported in the Troubled Company Reporter on
         October 12, 2005; and

     iv) fund the payments under the chapter 11 plan.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


* Angel & Frankel Merged With Cole Schotz Effective January 1
-------------------------------------------------------------
Angel & Frankel, PC, combined its practice with Cole, Schotz,
Meisel, Forman & Leonard, PA, effective Jan. 1, 2006.

The combined firm, known as Cole, Schotz, Meisel, Forman &
Leonard, PA, a Professional Corporation, will have 110 attorneys,
including more than 20 attorneys in the Bankruptcy and Corporate
Restructuring Department, located both in New York and at the
Hackensack, New Jersey offices of Cole Schotz.

In addition to its Bankruptcy and Corporate Restructuring
practice, the firm's practice includes Litigation, Real Estate,
Tax, Trusts & Estate, Corporate, Employment and Environmental
practice groups.

The Firm's practice will continue at its current offices at 460
Park Avenue and telephone and fax numbers will remain the same.

New email addresses are:

Joshua J. Angel               -- jangel@coleschotz.com
Bonnie L. Pollack             -- bpollack@coleschotz.com
John H. Drucker               -- jdrucker@coleschotz.com
Neil Y. Seigel                -- nsiegel@coleschotz.com
Laurence May                  -- lmay@coleschotz.com
Leonard  H. Gerson            -- lgerson@coleschotz.com
Jeffrey K. Cymbler            -- jcymbler@coleschotz.com
Frederick E. Schmidt          -- fschmidt@coleschotz.com
Seth F. Kornbluth             -- skornbluth@coleschotz.com
Michele E. Cosenza            -- mcosenza@coleschotz.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund Panel
         Troy Marriott, Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Looking Back at the First 90 Days
         Cornell Club, New York, New York
            Contact: http://www.airacira.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

January 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Roundtable Discussion
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

February 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 23, 2006
   WIDENER LAW JOURNAL
      The Changing Landscape of Bankruptcy in America:
         A Symposium Addressing the Impact of the Bankruptcy Abuse
            Prevention and Consumer Protection Act of 2005
              Widener University School of Law, Harrisburg,
                 Pennsylvania
                   Contact: amygoodashman@aol.com or  717-541-3987

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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