TCR_Public/060127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, January 27, 2006, Vol. 10, No. 23

                             Headlines

ANCHOR GLASS: Panel Complains Disclosure Statement Is Inadequate
ANCHOR GLASS: Inks Insurance Pact with American Int'l Group
ANCHOR GLASS: Settles GE Master Lease Agreement Dispute
AVAYA INC: Earns $71 Million of Net Income in First Fiscal Quarter
BOYD GAMING: Moody's Rates New $250 Million Sr. Sub. Notes at B1

BOYD GAMING: Fitch Rates $250 Million Sr. Subordinated Notes at B+
BOYD GAMING: S&P Rates Proposed $250 Million Sr. Sub. Notes at B+
BROKERS INC: Court Okays Price Commercial as Real Estate Agent
CATHOLIC CHURCH: Claimants Balk at Portland's Disclosure Statement
CATHOLIC CHURCH: Insurers Balk at Portland's Disclosure Statement

CCH II: Moody's Junks Proposed $400 Million Senior Notes
COLLINS & AIKMAN: Gives Claimants More Time to File Claims
COLLINS & AIKMAN: Agrees to Make Adequate Protection Payments
COLLINS & AIKMAN: Committee Proceeds with WL Ross Inquiry
CORNELL TRADING: Meeting of Creditors Scheduled for February 7

CORNELL TRADING: U.S. Trustee Picks 9-Member Creditors Committee
CORNERSTONE PRODUCTS: Court Approves Amended Disclosure Statement
CYGNUS BUSINESS: Moody's Reviews All Ratings & May Downgrade
DATICON INC: Section 341(a) Meeting Slated for February 13
DATICON INC: Wants Court to Approve Asset Sale to Xiotech Corp.

DOBSON COMMS: Wants to Redeem 12-1/4% and 13% Preferred Stock
ECHOSTAR COMMS: $1 Billion Stock Buy-Back Plan Expires on June 30
EFECKTA TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
ENRON CORP: FERC Approves Enron Power & Sierra Pacific Settlement
EQUINOX HOLDINGS: Prices Outstanding 9% Senior Notes Due 2009

FELCOR LODGING: Moody's Puts Low-B Ratings on Review & May Upgrade
FELCOR LODGING: S&P Raises Corporate Credit Rating to B+ from B
FOAMEX INT'L: Disclosure Statement Hearing Adjourned to Feb. 13
FOAMEX INT'L: Committee Wants Court to Deny Disclosure Statement
FOAMEX INT'L: Bank of New York Objects to Disclosure Statement

FREMONT HOME: Fitch Cuts Rating on Class M-3 & M-4 Certificates
G+G RETAIL: Files for Chapter 11 Protection in New York
G+G RETAIL: Case Summary & 20 Largest Unsecured Creditors
GARDEN RIDGE: Panel Has Until May 7 to Object to Proofs of Claim
GARDEN STATE: Has Until March 6 to Remove Civil Actions

GSC PARTNERS: S&P Rates $140 Million Senior Debts at B
HARD ROCK: S&P Affirms B+ Corp. Credit Rating; Negative Outlook
HIGH VOLTAGE: Yaskawa Rejection Damage Hearing Set for June 21
HONEY CREEK: Court Extends Exclusive Plan-Filing Period
ICOS CORP: Lilly Venture Earns $37.8M of Net Income in 4th Quarter

INDALEX HOLDINGS: S&P Rates Proposed $280MM 2nd-Lien Notes at B-
IWL COMMS: Moody's Assigns Low-B Ratings to $168 Million Debts
LA QUINTA: Merger Completion Prompts S&P to Withdraw Ratings
LEAR CORP: S&P Puts BB+ Corporate Credit Rating on Negative Watch
LEASEWAY MOTORCAR: Wants Kirkland & Ellis as Bankruptcy Counsel

LEASEWAY MOTORCAR: List of 40 Largest Unsecured Creditors
LEGACY ESTATE: Taps Deloitte Financial as Restructuring Advisor
MAGELLAN MORADA: Case Summary & 4 Largest Unsecured Creditors
MAGRUDER COLOR: Exclusive Plan-Filing Period Stretched to Feb. 28
MEDISCIENCE TECH: Balance Sheet Upside-Down by $1.4MM at Nov. 30

METPROTECH INC: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Equity Panel Wants Peter J. Solomon's $3.4M Fee Paid
MIRANT CORP: Court Approves Intercompany Services Agreements
MIRANT CORP: MC Asset Recovery Unit to Litigate Avoidance Actions
MORGAN STANLEY: Moody's Holds Junk Rating on $4.8 Million Certs.

MUSICLAND HOLDING: Court Grants Priority to Intercompany Claims
MUSICLAND HOLDING: Gets OK to Pay Prepetition Employee Obligations
MUSICLAND HOLDING: Filing Schedules & Statements by March 28
NEW WORLD: Chapter 15 Petition Summary
NOVA CHEMICALS: Posts $68 Million Net Loss in 2005 Fourth Quarter

OWENS CORNING: Bondholders Want CSFB, et al.'s Claims Subordinated
OWENS CORNING: Shareholders' Move for Equity Committee Draws Fire
OWENS CORNING: Nine Bondholders Want to Propose Ch. 11 Plan
PARMALAT GROUP: Three Units Hire Janvey Gordon as New U.S. Counsel
PARMALAT: Capital Finance's Injunction Hearing Set for March 28

PEAK ENTERTAINMENT: Restates Year 2004 Financial Statements
PLIANT CORP: Ontario Court Recognizes U.S. Ch. 11 Proceedings
PLIANT CORP: Sec. 341(a) Creditors Meeting Slated for February 10
PLIANT CORP: U.S. Trustee Appoints 7-Member Creditors Committee
PONDERLODGE INC: New Vistas Wants Nunc Pro Tunc Retention Approved

RATHGIBSON INC: S&P Rates Proposed $200 Mil. Sr. Unsec. Notes at B
REFCO INC: Wants to Auction Art Collection at Christie's
REMEDIATION FINANCIAL: Hires Hewitt & O'Neil as Special Counsel
SCOTT RUBIN: Voluntary Chapter 11 Case Summary
SFBC INT'L: Moody's Lowers Corporate Family Rating to B3 from B2

SHOPKO STORES: Sun Capital Merger Cues Moody's to Withdraw Ratings
SIERRA PACIFIC: FERC Consents to Settlement with Enron Power
SPORTS CLUB: Completes $80-Mil. Sale of Five Clubs to Millennium
SPORTS CLUB: Completes $60-Mil. Financing to Retire Sr. Notes
SUPERIOR GALLERIES: Posts $1.1 Mil. Net Loss in Qtr. Ended Dec. 31

TECHALT INC: Inks Letter of Intent to Buy Ascentry Technologies
TRM CORP: Hires Allen & Company to Consider Strategic Alternatives
UAL CORP: Cuts Claims by Keybank, Unionbancal & Whirlpool by Mils.
UAL CORP: Allows DFO Partnership's Multi-Million Unsec. Claims
VISIPHOR CORP: Expects to Save $1M Annually After Integrating Unit

WBE COMPANY: Employs Pollak & Hicks as Bankruptcy Counsel
WBE COMPANY: Enterprise Bank Won't Allow Cash Collateral Use
WET SEAL: Offers $15.2 Million for G+G Retail's Assets
WINDSWEPT ENV'L: Holtz Rubinstein Replaces Massella as Auditor
WINSTAR: Lucent Judgment Sparks DIP Loan Trading at High Prices

WORLDCOM INC: McCormick Objectors Demand Settlement in Louisiana
WORLDCOM INC: Bankruptcy Court Disallows Ten No Amount Due Claims
XYBERNAUT CORP: Goodman & Company Approved as Tax Accountants

* Alvarez & Marsal Promotes 4 Senior Members to Managing Directors
* McMillan Binch Names Andrew Kent to Succeed Graham Scott as CEO

* BOOK REVIEW: Wildcatters: A Story of Texans, Oil, and Money

                             *********

ANCHOR GLASS: Panel Complains Disclosure Statement Is Inadequate
----------------------------------------------------------------
The ad hoc committee of certain holders of Anchor Glass Container
Corporation's 11% Senior Secured Notes due 2013 asks the U.S.
Bankruptcy Court for the Middle District of Florida to deny
approval of the Disclosure Statement explaining the Debtor's Plan
of Reorganization.

Donald R. Kirk, Esq., at Fowler White Boggs Banker PA, in Tampa,
Florida, contends that the Disclosure Statement describes a
patently unconfirmable Plan, and contains inadequate information.  

Mr. Kirk says the Plan violates the "absolute priority" rule by
providing a distribution of new warrants to old equity when
creditors are not being paid in full.  

In addition, the Plan improperly provides releases and
indemnification to the Debtor's directors, officers and agents in
violation of Sections 524(e) and 1129(a) of the Bankruptcy Code.  

Furthermore, the Disclosure Statement does not contain the
financial projections, valuation of the Debtor and the risks
attendant to execution of the Debtor's business plan.

Mr. Kirk argues that the Disclosure Statement, as drafted, does
not include critical information necessary for the Debtor's
creditors to make an informed judgment about whether to accept
the Plan.  

If the Court does not deny the approval of the Disclosure
Statement, the Ad Hoc Committee, in the alternative, asks the
Court to strike the releases, indemnity and New Warrants from the
Plan.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Inks Insurance Pact with American Int'l Group
-----------------------------------------------------------
Anchor Glass Container Corporation asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to enter into
insurance programs with certain affiliates of American
International Group, Inc.

Pursuant to a binder updated Jan. 18, 2006, the AIG Insurance
Program will cover:

   * Primary Workers' Compensation;
   * Primary Workers' Liability Insurance;
   * Primary Auto Liability and Physical Damage Insurance; and
   * Commercial General Liability Insurance.

The premiums due under the Binder will be determined
retrospectively based on Anchor Glass' actual loss experience.  
In addition, Anchor Glass must pay $3,930,000 as loss provision
of the premium.  The Binder also sets a minimum loss provision of
$2,950,000 and a maximum loss provision of $5,900,000.

The Binder requires Anchor Glass to provide a $1,000,000 letter of
credit to secure Anchor Glass' obligations to the Insurer.  

Anchor Glass also seeks to obtain excess casualty insurance
coverage from AIG under a proposal dated December 14, 2005, with
respect to:

   * General Liability and Products/Completed Operations;
   * Employers' Liability; and
   * Auto Liability.

The policy premium due for the excess casualty coverage program
is $160,000.

AIG explicitly stated in the Binder that failure to obtain
approval of Insurance Program before February 15, 2006, is ground
for cancellation of the Insurance Policies.  In addition, the
Binder provides that Anchor Glass will not seek an administrative
bar date with respect to any claims of American International
Companies.

In addition, AIG will provide additional services to the Debtor,
including, claims handling, loss control consulting, and managed
care.

Robert M. Quinn, Esq., at Carlton Fields PA, in Tampa, Florida,
tells the Court that the Debtor has been unable to locate better
or less expensive coverage for the risks to be covered under the
Insurance Programs.

Mr. Quinn also discloses that Carlton Fields PA represents
affiliates of American International Group, Inc., in matters not
related to the Insurance Programs.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Settles GE Master Lease Agreement Dispute
-------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to approve a stipulation
resolving its lease dispute with General Electric Capital
Corporation.

As of December 26, 2002, the Debtor and GE Capital were parties to
a Master Lease Agreement for certain equipment located in Elmira,
New York.  The Debtor granted GE Capital first priority security
interests in the Elmira Equipment.

Under the Master Lease Agreement, the Debtor owed $9,600,000 to GE
Capital.  As of Petition Date, the Debtor paid $828,601 to GE
Capital.  

However, Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa,
Florida, tells the Court that the amount paid was under the
mistaken understanding that the GE Agreement is a true lease when
in fact, it is a secured financing transaction.

To resolve the issues between the Debtor and GE Capital, the
parties stipulate that:

   1. The GE Agreement is a secured financing arrangement and not
      a true lease;

   2. The Claim is allowed for $9,659,573, plus interest and
      applicable costs and fees, secured and properly perfected
      by a first priority lien on the Collateral to the extent of
      the value of the Collateral as of the Petition Date;

   3. As adequate protection, the Debtor will pay $80,000 to GE
      Capital, which is equal to the scheduled monthly interest
      payments under the GE Agreement, from the Petition Date
      until the earlier of the remaining term of the GE Agreement
      and the effective date of a plan of reorganization in the
      Debtor's case;

   4. GE Capital will retain the Payments in all circumstances
      and, during the Chapter 11 case, the Payments will be
      applied against the Debtor's obligations.  Any payments
      made or authorized by the Stipulation will be without
      prejudice as to the issue of whether the Claim is fully
      secured and therefore as to how much of the payments should
      be applied to principal or to interest and costs in respect
      of the Claim; and

   5. The Stipulation will not affect the treatment of the Claim
      in any Chapter 11 plan proposed by the Debtor.

The Stipulation is in the best interest of the Debtor, its
estate, and its creditors, Mr. Soriano assures the Court.

"It avoids Debtor having to engage in litigation with GE over
the value of the Collateral, while still reserving its right to
do so if the parties are unable to eventually agree on that
issue.  The Stipulation also addresses the legitimate rights of
GE to adequate protection of its interest in the Collateral," he
says.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AVAYA INC: Earns $71 Million of Net Income in First Fiscal Quarter
------------------------------------------------------------------
Avaya Inc. (NYSE:AV) reported income from continuing operations of
$71 million in the first fiscal quarter of 2006.  

The company said diluted earnings per share included a benefit of
$13 million or three cents per diluted share, after taxes, related
to a change in its vacation policy.  In addition, diluted earnings
per share included an expense of $3 million or one cent per
diluted share, after taxes, related to the adoption of Statement
of Financial Accounting Standards No. 123(R).  SFAS 123(R), which
requires the expensing of equity-based compensation, was effective
for the company beginning on October 1, 2005.

In the same quarter last year the company reported income from
continuing operations of $33 million or seven cents per diluted
share.

The company's first fiscal quarter 2006 revenues increased
8.8 percent to $1.249 billion, compared to revenues of $1.148
billion in the first fiscal quarter of 2005.  The first quarter of
2006 included the full quarter contribution from the Tenovis
acquisition.  Avaya said its Global Communications Systems
revenues rose 11.7 percent year-over-year and Avaya Global
Services revenues increased 5.8 percent over the same period.  
The company's operating income for the quarter was $107 million.  
Avaya generated $106 million in operating cash flow and had
$726 million in cash at the end of the quarter.

"During the quarter, Avaya shipped its eight millionth IP line,
with shipments increasing 16 percent compared to the year ago
quarter," said Don Peterson, chairman and CEO, Avaya.  "Within the
United States, IP telephony lines rose 21 percent over the same
period.   As we move through 2006, our global size and scale,
technology and applications leadership and the scope and breadth
of our solutions and services portfolio position us to benefit as
enterprises continue to evolve to IP telephony."

                    Share Repurchase Program

Avaya repurchased 7.9 million shares of common stock during the
first fiscal quarter at an average price of $11.32, or a total of
$90 million.  Since the inception of the company's share
repurchase program during the second quarter of 2005, Avaya has
repurchased a total of 19.5 million shares at an average price of
$10.11, or a total of $197 million.  Since the inception of the
program the company has reduced its diluted common shares by three
percent.

                 First Fiscal Quarter Highlights

Avaya reported several customer wins, market share updates,
alliance partnerships and new solution offers since the last
quarter.

   -- InfoTech named Avaya the leader in U.S. Enterprise
      Telephony with 21 percent share and in U.S. IP telephony
      with 22 percent share for the third calendar quarter of
      2005.

   -- For the fourth consecutive quarter, the Dell 'Oro Group
      named Avaya the global market leader in Enterprise Telephony
      in the third calendar quarter of 2005 with 19 percent market
      share two points ahead of the nearest competitor.

   -- For the eighth consecutive quarter, Synergy Research named
      Avaya worldwide leader in Enterprise IP Telephony in the
      third calendar quarter of 2005 with 22 percent of the global
      market by shipments and 25 percent by revenues.

   -- Miercom, a leading network consultancy and product test
      center, awarded the highest score ever recorded in its
      annual large-scale IP PBX shoot-out to Avaya.  As a result,
      Avaya earned the "Best in Test" award for high-end IP PBX
      solutions from Business Communications Review magazine,
      which featured an article on the test results in its January
      2006 issue.  This is the second consecutive year Avaya won
      this award.

   -- Bank of Communications, one of the largest banks in China,
      will deploy 2500 lines of Avaya Interactive Voice Response
      systems to enhance customer self service at Shanghai HQ and
      several regional offices.

   -- Aramex, a transportation company based in the Middle East,
      is implementing IP telephony at three sites in Dubai, with
      plans to roll out other offices in Jordan, New York, India
      and 200 offices across five continents with a total
      deployment to more than 4,000 employees.

   -- Gas Natural, a leading natural gas distributor in Spain, is
      migrating to an IP contact center and converged
      communication network for over 1,000 distributed contact
      center agents and using mobility applications such as
      unified communication, softphone and wireless.

   -- During the FIFA World Cup(TM) Final Draw an Avaya converged
      communications network powered the first in a series of
      events leading to the 2006 FIFA World Cup. The new, open
      standards-based network reduced the cost of call traffic and
      enabled attendees, FIFA employees and accredited users to
      work flexibly and access the network from a variety of
      locations within the Messe, Germany complex.

   -- The company announced Avaya VPNremote(TM) for its family of
      Avaya 4600 model IP telephones.  The feature embeds virtual
      private network remote capabilities into these IP
      telephones.  Easily installed in a remote or home office,
      the solution provides telecommuters with an "always on"
      business-class, IP telephone.

   -- The new Avaya IP Video Telephony Solution integrates Avaya
      Communication Manager(TM) software for IP telephony with
      desktop video conferencing, group video conferencing, and
      multipoint network solutions from Polycom.  This enables
      video to be more easily used in daily communications and
      enables video conferencing across multiple parties using
      various communications devices by creating a unified
      network.

   -- A collaboration with Symbol Technologies integrates Symbol's
      advanced data capture, mobile computing platforms and
      wireless infrastructure with Avaya's Internet protocol
      telephony software and mobile client applications.  This is
      particularly helpful for businesses in retail, healthcare,
      manufacturing environments where campus workers use mobile
      computers, scanners and other technologies.
    
Avaya, Inc. -- http://www.avaya.com/-- designs, builds and    
manages communications networks for more than one million
businesses worldwide, including more than 90 percent of the
FORTUNE 500(R).  Focused on businesses large to small, Avaya is a
world leader in secure and reliable Internet Protocol telephony
systems and communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis.  S&P says the outlook is revised to stable.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1. Moody's simultaneously withdrew the
ratings of the 11-1/8% senior secured notes that have been
substantially redeemed.  The ratings outlook is positive.

Ratings upgraded include:

   * Senior implied rating to Ba3 from B1

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.

Ratings withdrawn include:

   * Senior secured notes at B1.


BOYD GAMING: Moody's Rates New $250 Million Sr. Sub. Notes at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 to Boyd Gaming
Corporation's new $250 million senior subordinated notes due 2016.
Proceeds from the new notes will be used to reduce revolver
borrowings.  The B1 rating acknowledges that, like Boyd's existing
B1 rated senior subordinated notes, the new notes will not be
guaranteed by the company's subsidiaries.  Boyd's:

   * Ba2 corporate family rating,
   * Ba2 secured bank loan rating,
   * B1 senior subordinated rating, and
   * SGL-2 speculative grade liquidity rating

were affirmed.  

The ratings outlook is positive.

On Jan. 5, 2006, Moody's revised the rating outlook of Boyd to
positive from stable and affirmed its existing ratings based on
the continued strong operating results of the company's wholly-
owned casino properties and Borgata joint venture, and the
expectation that cash generated by these casino operations will
provide a significant amount of funding for the company's Echelon
Place development, a $4 billion Las Vegas Strip project that is
scheduled to open in 2010, $2.9 billion of which will be funded by
Boyd on balance sheet.

Any future ratings upgrade would require that Boyd's wholly-owned
and joint venture casino properties continue to improve and
perform at or above expectations, including the company's recently
opened South Coast casino.  Lower than expected earnings from
Boyd's casino properties could result in the ratings outlook
revised back to stable.  Material increases in the size and scope
of the Echelon Place development and/or higher than anticipated
debt levels could have a similar effect.

Boyd Gaming Corporation, headquartered in Las Vegas, Nevada, is a
multi-jurisdictional gaming company.  The company owns and
operates 19 gaming hospitality and entertainment operations
located in:

   * Illinois,
   * Indiana,
   * Louisiana,
   * Mississippi,
   * Nevada, and
   * New Jersey.


BOYD GAMING: Fitch Rates $250 Million Sr. Subordinated Notes at B+
------------------------------------------------------------------
Fitch Ratings assigned a 'B+' rating to Boyd Gaming Corporation's
(Boyd) $250 million senior subordinated notes, the proceeds of
which will be used to repay a portion of the outstanding balance
on the revolving portion of its bank credit facility, of which
$1.134 billion was outstanding at Dec. 31, 2005.

Fitch also currently rates Boyd as:

   -- Issuer Default Rating (IDR) 'BB-'
   -- Senior Secured Credit Facility 'BB'

Rating outlook stable.

The ratings reflect:

   * Boyd's sizable and uniquely diversified portfolio of high
     quality;

   * recently renovated assets;

   * successful operating history; and

   * strong track record of making high-return acquisitions.

Ratings also take into account Boyd's equity stake in the Borgata
mega resort in Atlantic City.  The property has performed well
beyond expectations and will likely be in a position to upstream
greater cash distributions to the parent companies (Boyd and MGM
MIRAGE) in the intermediate term.

Concerns center on a lack of future de-levering opportunities
subsequent to the Echelon announcement.  In early January 2005,
Boyd announced its intentions to develop Echelon Place on the site
currently occupied by the Stardust.  The $4 billion mega resort,
of which Boyd will make a $2.9 billion direct investment is
expected to open in early 2010.  Fitch expects Boyd's direct
investment to be funded with accumulated free cash flow, dividends
from its Borgata investment and additional borrowings.  The non
wholly-owned portion of the project ($1.1 billion) will be funded
with land from Boyd, cash contributions from its partner, project
finance debt and additional bank borrowings from Boyd.  Funding
the project in this manner will likely result in peak leverage of
5.0x.  Other concerns include the increased competition at key
properties, including Suncoast in West Las Vegas and Blue Chip in
Indiana.

Station Casinos is opening its Red Rock Station casino in the
spring of 2006, which could negatively affect Boyd's Suncoast
EBITDA by 10-20%.  Increased competition from the Pokagon tribe at
Boyd's Blue Chip Casino is expected in the intermediate term
following the decision by the U.S. Court of Appeals to dispose of
a lawsuit that has delayed the tribe's plans to open a gaming
facility for five years.  Construction on this casino is expected
to begin in the spring of 2006.

Boyd's credit profile has improved in the latest twelve months
(LTM) ended Sept. 30, 2005, due to strong cash flows from its
acquired Coast properties, which offset its hurricane affected
Central Region properties.  LTM EBITDA was $624 million, providing
interest coverage of 4.3x and debt/EBITDA of 3.8x.  These measures
compare favorably with Boyd's pro forma 2004 EBITDA of $508
million, interest coverage of 4.1x and debt/EBITDA of 4.3x.  LTM
free cash flow was negative $37 million.  Free cash flow has been
limited over the past several years due to significant capital
spending (Blue Chip expansion and Southcoast development) and
Fitch expects this trend to continue following the Echelon Place
announcement.  Notably, several of Boyd's Central Region
properties, particularly the Treasure Chest casino and Delta Downs
race track in Louisiana, performed exceptionally well in the last
several months of 2005.

Pro forma for the proposed refinancing, debt at year-end 2005 is
expected to approach $2.5 billion and will consist of:

   * approximately $1.35 billion of senior secured debt; and
   * approximately $1.15 of senior subordinated debt.

Liquidity is expected to be adequate with more than $100 million
of cash and $466 million in availability under the revolving
credit facility.  Boyd's next maturity does not occur until June
2010 when the revolver comes due.


BOYD GAMING: S&P Rates Proposed $250 Million Sr. Sub. Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' rating to Boyd
Gaming Corp.'s proposed $250 million senior subordinated notes due
2016.  Proceeds from the proposed notes will be used to reduce
amounts outstanding under the company's revolving credit facility.
     
At the same time, Standard & Poor's affirmed its existing ratings
on the Las Vegas-based casino operator, including its 'BB' issuer
credit rating.  The outlook is stable.  Total debt outstanding at
Sept. 30, 2005, was about $2.4 billion.
     
Ratings reflect:

   * Boyd's relatively diversified portfolio of gaming properties;

   * its experienced management team; and

   * operating performance that is expected to continue to benefit
     from positive momentum in advance of its significant
     intermediate-term capital spending plans.

Still, the company maintains an active growth strategy and a
portfolio of assets, which are not generally market leaders.  In
addition, as a result of the recently announced Stardust
redevelopment, called Echelon Place, the company's capital
spending will increase significantly beginning in 2007, resulting
in a weakening of credit measures from current levels.


BROKERS INC: Court Okays Price Commercial as Real Estate Agent
--------------------------------------------------------------
The Honorable Catharine R. Carruthers of the U.S. Bankruptcy Court
for the Middle District of North Carolina in Winston-Salem gave
Brokers Incorporated permission to employ Ed Price & Associates
doing business as Price Commercial Properties as its exclusive
listing agent for some real property.

On May 27, 2005, the Court permitted Price Commercial to market
and sell some of the Debtor's real property.  Price Commercial
already received its commissions for its services.

In this engagement, Price Commercial will market and sell another
batch of real property.

A full-text copy of the six-page list of real property for sale is
available for free at http://ResearchArchives.com/t/s?4b4

Denis Speckman, a real estate broker with Price Commercial,
discloses that the Firm will earn commissions for sale of
property:

   -- 6% for residential or commercial lots with structures, or

   -- 10% for vacant residential or commercial lots.

The Firm will receive a $1,000 minimum commission per contract,
not per piece of property.

Mr. Speckman assures the Court that Price Commercial is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Ed Price & Associates doing business as Price Commercial
Properties -- http://www.edpricetriad.com/-- is a real estate  
developer and broker.  The Firm can be contacted at:

       Price Commercial Properties
       1220 North Main Street, Suite 201-203
       High Point, NC  27262
       Tel: (336) 812-3175
       Fax: (336) 812-3162

Headquartered in Thomasville, North Carolina, Brokers
Incorporated, filed for chapter 11 protection on Nov. 22, 2004
(Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt, Esq.,
and J. David Yarbrough, Jr., Esq., at Nexsen Pruet Adams
Kleemeier, PLLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets of $10 million to $50 million and $1
million to $10 million in estimated debts.


CATHOLIC CHURCH: Claimants Balk at Portland's Disclosure Statement
------------------------------------------------------------------
On behalf of the Tort Claimants Committee appointed in the
Archdiocese of Portland in Oregon's Chapter 11 case, Albert N.
Kennedy, Esq., at Tonkon Torp, LLP, in Portland, Oregon, argues
that the Disclosure Statement prepared by the Archdiocese does not
contain an adequate description of Portland's Plan of
Reorganization.

According to Mr. Kennedy, the Disclosure Statement:

   * does not disclose any information relating to the source of
     funding for Portland's Plan or whether there are conditions
     or contingencies to the effectiveness of Portland's Plan;

   * does not contain adequate information relating to Portland's
     liabilities; and

   * is inaccurate, incomplete and misleading in its description
     of the assets of the estate.

Mr. Kennedy also tells the U.S. Bankruptcy Court for the District
of Oregon that Portland's Plan is fatally flawed and cannot be
confirmed because it violates the best interest of creditors test.

Section 1129(a)(7) of the Bankruptcy Code requires that all non-
accepting members of a class, whether or not they vote or not,
must receive at least as much as they would realize in a
hypothetical Chapter 7 liquidation of the Archdiocese.

Portland's Plan does not provide that certainty, Mr. Kennedy
maintains.

Under Portland's Plan:

   (1) full payment of compensatory damages to all tort
       claimants is not guaranteed; and

   (2) the Archdiocese seeks to categorically deny all punitive
       damage and consortium claims.

Mr. Kennedy relates that majority of Portland's assets consist of
cash, real estate, and claims against the insurance carriers.
Even in liquidation, Portland's assets could easily result in
excess of $500,000,000 being available for creditors.  Portland
estimates its liabilities to total $53,000,000.  The Tort
Committee believes that Portland's total liabilities will not
exceed and will almost certainly be less than $245,000,000.

In spite of being solvent, however, Portland's Plan does not
propose to pay tort claims in full.  Instead, the Archdiocese
proposes to cap the amount it will be required to distribute to
tort claimants by having the Court estimate the amount of the tort
claims.  If the Court's estimation is insufficient to pay claims
in full, valid claimants will receive only a pro rata payment or
possibly nothing at all.

Since Portland will be retaining assets with an estimated value in
excess of $500,000,000 without providing for the payment in full
of tort claimants' claims, the Archdiocese violates the "absolute
priority rule."

It would be a waste of time and resources for Portland to continue
seeking approval of its Plan, Mr. Kennedy tells the Court.

Claimants John Doe 104, John Doe 105, C.B., J.C.1, G.P., D.S.,
R.H., J.D., N.M., M.J.D., D.C., and the holders of Claim Nos.
181, 182, 183, 184, 185, 187, 188, 189, 302, 303, 304, 305, 306,
448 and 835 support the Tort Committee's arguments.

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


CATHOLIC CHURCH: Insurers Balk at Portland's Disclosure Statement
-----------------------------------------------------------------
Certain insurers assert that the Archdiocese of Portland in
Oregon's disclosure statement should be modified to remove
ambiguity about whether the Plan of Reorganization and the "Claims
Resolution Facility Agreement" would impact the insurers' rights
or the Archdiocese's obligations under certain insurance policies.

The Insurers include:

   * ACE Property & Casualty Insurance Company,
   * Centennial Insurance Company,
   * Employers Surplus Lines Insurance Company,
   * General Insurance Company of America,
   * Interstate Fire & Casualty Company,
   * Oregon Insurance Guarantee Association,
   * St. Paul Mercury Insurance Company, and
   * St. Paul Fire and Marine Insurance Company.

Joseph A. Field, Esq., at Field & Jerger, LLP, in Portland,
Oregon, tells the U.S. Bankruptcy Court for the District of
Oregon that the Disclosure Statement does not provide sufficient
information for any party to make an informed judgment about the
Plan.

Moreover, the Plan -- and specifically the CRFA -- raises
questions about whether the resolution of tort claims, in
connection with the CRFA, would violate the Insurers' rights under
the Policies.  The Policies require insurer consent to any
assignment or purported assignment of a policy or rights, and to
claim settlements.  The Policies also provide Insurers the right
to control the defense of claims, and to pay valid claims only on
entry of final judgments after trial.

Under the Plan, the CRFA will provide the sole mechanism for
resolution and payment of all tort claims.  The Archdiocese of
Portland Claims Resolution Facility, Inc., will be established as
a separate corporation and will assume liability for all
unresolved tort claims.

Although the Plan does not purport to assign the Policies directly
to the APCRF, Mr. Field notes that the APCRF will administer and
resolve tort claims pursuant to a claims resolution procedures as
may be adopted as part of the Plan or subsequently.  Moreover, the
CRFA provides that the tort claims may be resolved, at the
"option" of the tort claimant, "either by binding arbitration or
by trial in the District Court."

To the extent that the Plan would permit arbitration of tort
claims over the objection of an insurer that has accepted defense
of claims, the applicable policies would be violated, Mr. Field
contends.  To the extent that the Plan resolves tort claims
without notice to, and the consent and participation of, a
defending insurer, pursuant to the CRFA or otherwise, the
insurer's rights under the Policies also would be violated.

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


CCH II: Moody's Junks Proposed $400 Million Senior Notes
--------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$400 million senior notes issuance at CCH II, LLC an indirect
minority-owned subsidiary of Charter Communications, Inc.  Charter
will use proceeds to repay bank debt, increasing intermediate term
availability under its revolving credit facility.

In Moody's view, the proposed transaction represents a slight
improvement to Charter's liquidity profile but no material
improvement to its capital structure.  Charter's Caa1 corporate
family rating continues to assume its capital structure is
unsustainable over the long term, and the stable outlook reflects
Moody's opinion that the current ratings adequately reflect the
relative recovery prospects at each level of the capital
structure.  Moody's anticipates no significant change in Charter's
overall leverage, and the modest (and likely temporary) reduction
in bank debt at Charter Communications Operating, LLC (CCO, LLC)
does not impact Moody's view of notching.  Moody's affirmed all
other ratings.

Charter Communications, Inc.:

   -- Caa1 Corporate Family Rating affirmed
   -- Stable Outlook affirmed
   -- SGL-3 affirmed

CCH II, LLC:

   -- Caa1 rating assigned to proposed $400 million senior notes
      issuance

Charter's ratings continue to reflect high financial risk,
including leverage exceeding 10 times debt-to-EBITDA and interest
coverage in the low 1 times range.  In addition, Charter is likely
to continue to absorb cash over at least the next few years,
particularly as remaining discount notes convert to cash pay and
capital expenditure requirements remain high.  Its operational
performance remains weak relative to peers, with basic subscriber
penetration of homes passed of only 48%.  Charter's subscriber
trends toward the end of 2005 indicate modest improvement, but the
marketing efforts have also contributed to some margin erosion.

The ratings also incorporate, however, Moody's belief in the
company's meaningful asset value including a sizeable (albeit
shrinking) subscriber base of approximately 5.9 million. (Moody's
does not consider asset value to exceed total debt.)  

Additionally, Charter's continued debt market access has enabled
it to opportunistically enhance its intermediate term liquidity
through multiple small transactions which effectively increase
revolving credit availability (including the current transaction,
as well as the bridge loan established in October 2005 and the
issuance of $300 million of fixed notes in August 2005 at CCO
Holdings, LLC).  Pro forma for the proposed transaction, Charter
estimates accessible bank capacity (including the company's bridge
loan) of approximately $1.4 billion, a significant improvement
over the approximately $650 million accessible at the end of the
September 2005 quarter.  Furthermore, despite a currently less
favorable public equity view, the strength of private market
values for cable assets also supports the rating.

Moody's rates the proposed transaction Caa1, in line with the
existing notes at CCH II.  The Caa1 rating reflects structural
seniority to a sizeable (approximately $8.7 billion) amount of
existing senior unsecured notes at entities junior to CCH II.
These entities include:

   * CCH I, LLC;
   * CCH I Holdings, LLC;
   * Charter Communications Holdings, LLC; and
   * Charter Communications, Inc.

CCH II lenders, however, rank junior to claims at the subsidiary
and intermediate holding company levels (CCO Holdings, LLC and
Charter Communications Operating, LLC), and the Caa1 also
incorporates the prospect of future debt-layering activities at
structurally senior legal entities.

Charter Communications is one of the largest domestic cable
operators serving approximately 6 million subscribers.  The
company maintains its headquarters in St. Louis, Missouri with
corporate offices also in Greenwood Village, Colorado.


COLLINS & AIKMAN: Gives Claimants More Time to File Claims
----------------------------------------------------------
In separate stipulations filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan, Collins & Aikman Corporation and
its debtor-affiliates agree to extend five claimants' deadlines to
file proofs of claim:

   Claimant                                  Extended Bar Date
   --------                                  -----------------
   Securities and Exchange Commission           March 13, 2006
   U.S. Environmental Protection Agency      February 13, 2006
   General Motors Corp., and affiliates      February 13, 2006
   U.S. Department of the Interior           February 13, 2006
   U.S. Dept. of Health and Human Services   February 10, 2006

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


COLLINS & AIKMAN: Agrees to Make Adequate Protection Payments
-------------------------------------------------------------
Collins & Aikman Corporation and Textron Financial Corporation
entered into an agreement pursuant to which Textron enabled
Collins & Aikman and its debtor-affiliates to acquire possession
of and control over certain equipment.

The Debtors and Textron disputed whether the Agreement is a true
lease or a financing transaction.  Textron argued that it retained
title to the equipment and that the payments due to it under the
Agreement are lease payments.  The Debtors argued that the
Agreement is a purchase money financing transaction pursuant to
which they acquired title to the Equipment and that the payments
due under it are deferred installments of a portion of the
purchase price for the Equipment.

The parties have commenced negotiations to resolve the dispute.  
As a result, the parties entered into a stipulation, which
provides that:

   (1) As interim adequate protection for Textron's interest in
       the Agreement:

       (a) the Debtors will timely make the monthly payments due
           Textron under the Equipment Lease on December 18,
           2005, and January 18, 2006, each for $1,320,967; and

       (b) the Debtors will comply with all of their obligations
           under, and honor all of Textron's rights under, the
           Agreement.  

       The Interim Payments will constitute interim adequate
       protection of Textron's interest in the Equipment only
       through February 16, 2006.

   (2) Textron has a claim under Section 507(a)(2) of the
       Bankruptcy Code, which will have the priority afforded by
       Section 507(b) of the Bankruptcy Code.

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


COLLINS & AIKMAN: Committee Proceeds with WL Ross Inquiry
---------------------------------------------------------
Subject to the entry of an appropriate protective order, the U.S.
Bankruptcy Court for the Eastern District of Michigan compels WL
Ross & Co., LLC, to consent to oral examinations under Rule 2004
of the Federal Rules of Bankruptcy Procedure upon reasonable
notice by the Official Committee of Unsecured Creditors of Collins
& Aikman Corporation and its debtor-affiliates.

As reported in the Troubled Company Reporter on Nov. 18, 2005, the
Committee, as the statutory fiduciary representative of the U.S.
Debtors' unsecured creditors, wants to obtain information from
Ross regarding:

   -- the claims and interests it holds against the U.S. Debtors
      and the European Debtors;

   -- the establishment of the Joint Venture between Ross and Lear
      Corporation for the primary purpose of exploring an
      acquisition of Collins & Aikman; and

   -- certain communications Ross has had with the U.S. Debtors'
      and European Debtors' competitors and customers, in each
      circumstance as it pertains to the U.S. Debtors and the
      European Debtors.

The Court rules that Ross will produce the documents requested by
the Committee, on a rolling basis, commencing no later than one
week after January 17, 2006.

The Debtors and the Agent for prepetition lenders will be
entitled to access to the discovery materials produced by Ross,
and to participate in oral examinations of Ross.

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


CORNELL TRADING: Meeting of Creditors Scheduled for February 7
--------------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
Cornell Trading, Inc.'s creditors at 1:15 p.m., on Feb. 7, 2006,
at the Office of the U.S. Trustee, Room 1190, 10 Causeway Street
in Boston, Massachusetts.  This is the first meeting of creditors
required under Section 341(a) of the U.S. Bankruptcy Code.

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 Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's  
apparel including dresses, skirts, blouses, and sleepwear.  
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.  
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated debts and assets between $10
million to $50 million.


CORNELL TRADING: U.S. Trustee Picks 9-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 1 appointed nine creditors to
serve on an Official Committee of Unsecured Creditors in Cornell
Trading, Inc.'s chapter 11 cases:

     1. First Capital, factor for J. Suzette
        Representative: Chris Burgess, Credit Manager
        6451 N. Federal Highway, #1204
        Fort Lauderdale, Florida 33308
        Tel: 954-492-8699, ext. 208, Fax: 954-492-8736

     2. Pankaj Enterprises
        Attn: Mr. K.L. Garg, Proprietor
        C-109, Anand Niketan
        New Delhi, India
        Tel: 91-98102-90108, Fax: 91-11-25126089

        Representative: Mr. Hasmeeeth S. Uppal
        c/o Harimann International
        60, Sector 18 HUDA
        Gurgaon, Haryana 122 001
        India
        Tel: 91-98-110-79559, Fax: 91-124-401-2086

     3. Affiliated Customs Brokers Ltd.
        Representative: Alain St. Pierre, Credit Manager
        411 Des Recollets
        Montreal, Canada H241W3
        Tel: 514-288-1211, ext. 265, Fax: 514-288-7695

     4. United Parcel Service
        Atlanta, Georgia
        Representative: Steven Sass & Kelli Bohuslar-Kail
        307 International Circle, Suite 270
        Hunt Valley, Maryland 21030
        Tel: 410-773-4040/4033, Fax: 410-773-4057

     5. Unifashion Trading Co., Ltd.
        Representative: Ying Lu, Manager
        RM 1306
        Guodu Commercial Mansion
        361 Fengqi Road
        Hangzhou, Zhejian
        China
        Tel: 0011-86-571-87702832, Fax: 0011-86-571-87702831

     6. General Growth Properties, Inc.
        Representative: Sam Garber, Asst. General Counsel
        110 North Wacker Drive
        Chicago, Illinois 60606
        Tel: 312-960-5079, Fax: 312-442-6373

     7. Simon Property Group, LP
        Representative: Ronald M. Tucker, Esq.
        115 W. Washington Street
        Indianapolis, Indiana 46204

     8. Ms. Puby, Sze Man LAU
        Nicefit Garments Ltd.
        4/F., Blk. A-B, H.K. Manufacturing Bldg.
        128 Wai Yip Street
        Kwun Tong, Hong Kong
        Japan

        Representative: Robert A. Boghosian
        Cohen, Tauber, Spievack & Wagner LLP
        420 Lexington Avenue, Suite 2400
        New York, NY 10170
        Tel: 212-381-8726, Fax: 212-586-5095

     9. Nancyscans Corp.
        Representative: John Olson
        124 Hudson Avenue
        Chatham, New York 10237
        Tel: 518-365-3036, Fax: 518-392-7928

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

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's  
apparel including dresses, skirts, blouses, and sleepwear.  
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.  
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated debts and assets between $10
million to $50 million.


CORNERSTONE PRODUCTS: Court Approves Amended Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved the adequacy of the disclosure statement explaining
Cornerstone Products, Inc.'s First Amended Plan of Liquidation.  
The Plan is co-proposed by the Official Committee of Unsecured
Creditors.

The Hon. Brenda T. Rhoades determined that the Disclosure
Statement contains adequate information -- the right amount of the
right kind for creditors to make informed decisions when the
Debtor and the Committee ask them to vote to accept the Plan.

                    Plan of Liquidation

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

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

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

   -- all causes of action;

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

   -- the Trust's interest in excess collections;

   -- accounts/inventory payment;

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

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

                    Treatment of Claims

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

Secured claims of:

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

will be satisfied through the sale of their collaterals.

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

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

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

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

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

Equity security holders will get nothing under the Plan.

The Court will convene a hearing on Feb. 15, 2006, at 10:00 a.m.,
to consider confirmation of the Debtor's Plan.

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


CYGNUS BUSINESS: Moody's Reviews All Ratings & May Downgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings of Cygnus Business
Media Inc. on review for possible downgrade.  The ratings affected
are:

   * $30 million first lien senior secured revolving credit
     facility due 2008 --B3

   * $20 million first lien senior secured delayed draw facility,
     due 2008- B3

   * $140 million first lien senior secured term loan B
     due 2010 -- B3

   * $30 million second lien senior secured facility,
     due 2010 -- Caa1

   * Corporate Family rating -- B3

The rating action reflects Moody's concern regarding:

   1) Cygnus's ability to maintain compliance with the covenants
      of its senior secured credit facility;

   2) financial performance which has fallen short of
      expectations; and

   3) the continuing payment of cash dividends to its parent,
      which has exacerbated an already constrained liquidity
      position.

The review will assess:

   * the possibility that Cygnus will require covenant relief in      
     order to avoid a prospective default under its senior secured
     loan covenants;

   * the preparedness of lenders to grant such covenant relief;
     and

   * the willingness of the company to risk liquidity pressure by
     continuing to remit cash to its parent, CommerceConnect Media
     Holdings, Inc.

Headquartered in Westport Connecticut, Cygnus Business Media is a
diversified business-to-business media company.  The company
recorded revenues of $106 million over the last twelve months
ended September 2005.


DATICON INC: Section 341(a) Meeting Slated for February 13
----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Daticon,
Inc.'s creditors at 2:00 p.m., on Feb. 13, 2006, at the Office of
the U.S. Trustee, One Century Tower, 265 Church Street, Suite 1104
New Haven, Connecticut 10615.  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 Norwich, Connecticut, Daticon, Inc. --
http://www.daticon.com/-- works with law firms, corporations and   
government agencies to capture, review and manage the volumes of
electronic data and paper documents generated by complex
litigation, merger and acquisition transactions, and
investigations.  The Debtor filed for chapter 11 protection on
Jan. 17, 2006 (Bankr. D. Conn. Case No. 06-30034).  Douglas S.
Skalka, Esq., at Neubert, Pepe & Monteith, PC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $9,089,033 in assets and
$18,997,028 in debts as of Dec. 31, 2005.


DATICON INC: Wants Court to Approve Asset Sale to Xiotech Corp.
---------------------------------------------------------------
Daticon, Inc., asks the U.S. Bankruptcy Court for the District of
Connecticut in New Haven for authority to sell substantially all
of its assets free and clear of liens, claims, interests and
encumbrances and approve the bidding procedures and break-up fee.

On Jan. 12, 2006, the Debtor entered into an Asset Purchase
Agreement with Xiotech Corporation, the stalking horse bidder, for
the sale of substantially all of its assets.

            Salient Terms of the Purchase Agreement

The Purchase Agreement provides that Xiotech will pay to the
Debtor the purchase price of:

   1) $19 million if the closing of the asset sale occurs on
      or before Feb. 10, 2006;

   2) $18 million if the closing of the asset sale occurs after
      Feb. 10, 2006 and prior to or on Feb. 18, 2006;

   3) $17 million if the closing of the asset sale occurs after
      Feb. 18, 2006 and prior to or on Feb. 26, 2006; and

   4) $16 million if the closing of the asset sale occurs after
      Feb. 26, 2006 and prior to or on March 6, 2006.

The Purchase Agreement also provides that Xiotech or the winning
bidder will offer employment to the Debtor's 170 employees.  The
Purchase Agreement is subject to higher and better offers in a
competitive bidding process.  

In the event a competitor tops the bid of Xiotech in an auction,
the Debtor will pay Xiotech a break-up fee equal to 3% of the
purchase price for the assets.  

The Debtor relates that consummation of the asset sale is
imperative because of the provision in the Purchase Agreement that
the purchase price for the Assets will decrease by $1 million for
each week during a three-week time-period that the sale does not
close.  In all events, the final closing must occur by March 6,
2006.

The approval of the asset sale is the best way to preserve the
value of the assets and it is in the best interest of the Debtor's
estate and its creditors.

The Bankruptcy Court held an expedited hearing yesterday, Jan. 26,
2006, to discuss the Debtor's proposed sale transaction.  

Headquartered in Norwich, Connecticut, Daticon, Inc. --
http://www.daticon.com/-- works with law firms, corporations and   
government agencies to capture, review and manage the volumes of
electronic data and paper documents generated by complex
litigation, merger and acquisition transactions, and
investigations.  The Debtor filed for chapter 11 protection on
Jan. 17, 2006 (Bankr. D. Conn. Case No. 06-30034).  Douglas S.
Skalka, Esq., at Neubert, Pepe & Monteith, PC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $9,089,033 in assets and
$18,997,028 in debts as of Dec. 31, 2005.


DOBSON COMMS: Wants to Redeem 12-1/4% and 13% Preferred Stock
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) called for
redemption of all of its outstanding shares of 12-1/4%
Exchangeable Preferred Stock (CUSIP: 256069-30-3) and 13%
Exchangeable Preferred Stock (CUSIP: 256072-50-5).  Dividends on
the shares of the Preferred Stock will cease to accrue on the
redemption date, which is Mar. 1, 2006.

The cash redemption price for the 12-1/4% Exchangeable Preferred
Stock is $1,219.53 per share, which represents 100% of the
liquidation preference, plus an amount in cash equal to all
accumulated and unpaid dividends up to, but not including, the
redemption date.

The cash redemption price for the 13% Exchangeable Preferred Stock
is $1,269.93 per share, which represents 104.333% of the
liquidation preference, plus an amount in cash equal to all
accumulated and unpaid dividends up to, but not including, the
redemption date.

As of Dec. 31, 2005, the outstanding principal balance of the
12-1/4% Exchangeable Preferred Stock was $5 million, and the
outstanding principal balance for the 13% Exchangeable Preferred
Stock was $28 million.  The outstanding principal balances for the
Preferred Stock do not reflect accrued dividends and redemption
premiums.

The formal redemption notices required by the respective
Certificates of Designation for the Preferred Stock have been
sent, as applicable, to holders of the shares of Preferred Stock.  
The redemption of the shares of Preferred Stock and the payment of
the applicable redemption prices will be in accordance with the
terms specified in the redemption notices and the redemption
procedures of:

     The Depository Trust Company
     55 Water Street, 50th Floor
     New York, NY 10041-0099

The Company can be contacted at:

    Dobson Communications Corporation
    J. Warren Henry, Vice President, Investor Relations
    Telephone (405) 529-8820

Dobson Communications Corp. -- http://www.dobson.net/-- is a  
leading provider of wireless phone services to rural markets in
the United States.  Headquartered in Oklahoma City, the Company
owns wireless operations in 16 states.

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa3 rating and Standard & Poor's CCC
rating.


ECHOSTAR COMMS: $1 Billion Stock Buy-Back Plan Expires on June 30
-----------------------------------------------------------------
EchoStar Communications Corporation's stock buy-back plan will
expire on the earlier of June 30, 2006, or when an aggregate
amount of $1 billion of stock has been purchased under the plan.

As of Dec. 31, 2005, EchoStar had repurchased an aggregate of
13,182,736 shares for a total of $362,512,444 under the plan.

EchoStar Communications' wholly owned subsidiary, EchoStar DBS
Corporation, also priced $1.5 billion aggregate principal amount
of ten-year, 7-1/8% senior notes.  Interest on the notes, which
will mature February 1, 2016, will be paid February 1 and August 1
of each year, commencing August 1, 2006.  The proceeds of the
offering are intended to be used to redeem EchoStar DBS
Corporation's outstanding 9-1/8% Senior Notes due 2009 as well as
for other general corporate purposes.

In accordance with the terms of the indenture governing the notes,
the remaining principal amount of the notes of approximately
$442 million will be redeemed effective Feb. 17, 2006, at a
redemption price of 104.563% of the principal amount, for a total
of approximately $462 million.  Interest on the notes will be paid
through the Feb. 17, 2006, redemption date.  The trustee for
the notes is the U.S. Bank National Association, telephone
1-800-934-6802.

As of September 30, 2005, the Company's equity deficit narrowed to
$785,175,000 from a $2,078,212,000 deficit at December 31, 2004.

EchoStar Communications Corporation -- http://www.echostar.com/--   
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS
Corporation following the company's announcement of a proposed
$1 billion senior unsecured debt issuance (not rated by Moody's)
at EDBS.  

The outlook remains stable.

Moody's took these actions:

  EchoStar Communications Corporation:

     * Corporate Family Rating -- Ba3 (affirmed)
     * Convertible Subordinated Notes -- B2 (affirmed)
     * Speculative Grade Liquidity Rating -- SGL-1 (affirmed)

  EchoStar DBS Corporation:

     * Senior Unsecured Notes due 2014 -- Ba3 (affirmed)

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Fitch Ratings affirmed Echostar Communications Corporation's
'BB-' Issuer Default Rating, and affirmed the 'B' rating on
the convertible subordinated notes.  Fitch also affirms the
'BB-' rating on the senior unsecured notes issued by Echostar's
wholly owned subsidiary Echostar DBS Corporation.

In addition, Fitch has assigned a 'BB-' rating to the proposed
offering of $1 billion in senior notes in accordance with SEC rule
144A.  Approximately $5.9 billion of debt as of the end of the
third quarter is affected by Fitch's action.  Fitch said the
rating outlook is stable.


EFECKTA TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Efeckta Technologies Corporation
        aka POH International, Ltd.
        1370 Bob Adams Drive
        Steamboat Springs, Colorado 80487

Bankruptcy Case No.: 06-10068

Type of Business: The Debtor develops and sells mass spectrometry
                  based diagnostic markers using data analysis
                  technologies for disease management,
                  pharmacokinetic profiling or choice of patient
                  therapy.  See http://www.efeckta.com/

Chapter 11 Petition Date: January 25, 2006

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Anthony M. Saccullo, Esq.
                  Charlene D. Davis, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, Delaware 19899-5130
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Treasury                    2002 Unpaid           $214,881
324 25th Street, Room 6025       payroll, taxes,
Ogden, UT 84401-2310             penalties &
                                 Interest

Wells Fargo Bank                 Loan                  $150,000
320 Lincoln Avenue
Steamboat Springs, CO 80487

Steve Douglas                    Loan                  $107,787
61 Eagle Ridge Place
Danville, CA 94506

Mintz Levin Cohn Ferris          Debt restructuring     $96,484
Glovsky and Popeo                settlement
Chrysler Center                  agreement debt
666 Third Avenue
New York, NY 10017

Deloitte & Touche                Note                   $91,300
Office of the General Counsel
1633 Broadway
New York, NY 10019

Jack Russi                       Loan plus interest     $49,187

Calvin Grigsby                   Loan plus interest     $46,769

Guichard, Teng and Portello      Debt restructuring     $33,884
                                 settlement
                                 agreement debt

Medical Marketing & Management   Debt restructuring     $25,000
                                 settlement
                                 agreement debt

Patton Boggs                     Trade Debt             $22,130

Charles P. Parnell               Loan                   $18,120

James A. Cote                    Deferred director       $7,750
                                 fees

Nick Montano                     Deferred director       $7,500
                                 fees

Pacificare                       Employee Medical        $5,711
                                 Insurance

Cooley Godward LLP               Trade Debt              $5,566

Richard Caprioli, Ph.D.          Contract Debt           $5,000

Walt Oleski                      Deferred director       $4,750
                                 fees

Randall Craig                    Trade Debt              $2,680

Ingalls, Ingalls, Company PC     Trade Debt              $2,572

Roger Wunderling                 Trade Debt              $1,964


ENRON CORP: FERC Approves Enron Power & Sierra Pacific Settlement
-----------------------------------------------------------------
Enron Power Marketing Inc., an Enron Corporation affiliate,
received approval from the Federal Energy Regulatory Commission of
its settlement agreement with Sierra Pacific Resources (NYSE:
SRP).

The FERC decision is the final step in the approval process
and officially ends the long-standing dispute and litigation in
which Enron claimed that it was owed more than $300 million for
terminated contracts between Enron and Sierra Pacific's utility
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company.

"We are very pleased that this litigation is finally resolved,"
said Walter Higgins, chairman and chief executive officer, of
Sierra Pacific Resources.  "It avoids costly litigation that could
very well have continued for many years.  Most importantly, we are
now totally focused on our company's foremost objectives --
serving our customers well and continuing toward restoring our
utilities to investment grade credit status."

As previously announced, the Sierra Pacific utilities agreed to
pay $129 million to settle Enron's claim of more than $300 million
for payment on contracts Enron terminated in 2002.  In turn, Enron
agreed to provide and pay an unsecured claim of $126.5 million
against its bankruptcy estate in settlement of the Nevada
utilities' claims that were to be litigated on appeal before the
9th Circuit Court of Appeals and before the FERC.

Also, as previously announced, the Nevada utilities expect to
realize no less than 30% of the face value of the claim against
the bankruptcy estate which guarantees that their total payment
will be no more than $89.9 million.

                 About Sierra Pacific Resources

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

                        About Enron Corp.

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

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


EQUINOX HOLDINGS: Prices Outstanding 9% Senior Notes Due 2009
-------------------------------------------------------------
Equinox Holdings, Inc. reported the pricing terms for its
previously announced cash tender offer and consent solicitation
for its 9% Senior Notes due 2009 (CUSIP No. 29445GAD8) pursuant to
the Company's Offer to Purchase and Consent Solicitation Statement
dated Jan. 11, 2006 and the accompanying Consent and Letter of
Transmittal.

In addition, the Company reported that as of 5:00 p.m., New York
City time, on Jan. 25, 2006, which was the deadline for holders to
tender Notes in order to receive the $50 consent payment in
connection with the Offer and the Solicitation, it had received
valid tenders and consents from holders of approximately
$158,165,000 in aggregate principal amount of the Notes,
representing approximately 98.9% of the outstanding Notes.

Notes may be tendered pursuant to the Offer until 12:00 midnight,
New York City time, on the evening of Feb. 8, 2006, or such later
date and time to which the Expiration Time is extended, unless the
Offer is earlier terminated by the Company.

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered and not withdrawn prior to the
Consent Time, subject to the terms and conditions of the Offer and
the Solicitation, was determined as of 2:00 p.m., New York City
Time, today and is equal to $1,075.64, which includes a consent
payment of $50 per $1,000 principal amount of Notes.

The total consideration for each $1,000 principal amount of Notes
is equal to the present value of $1,045 on Dec. 15, 2006 plus the
sum of the present value of scheduled payments on such Notes
through the First Call Date, in each case based on a fixed spread
pricing formula utilizing a yield equal to the 2.875% U.S.
Treasury Note due Nov. 30, 2006, plus 50 basis points.

The reference yield and the tender offer yield to calculate the
total consideration are 4.532% and 5.032%.  Holders who validly
tendered their Notes by the Consent Time will be eligible to
receive the total consideration.  Holders who validly tender their
Notes after the Consent Time, but on or prior to the Expiration
Time, will be eligible to receive the tender offer consideration
of $1,025.64 per $1,000 principal amount of Notes tendered, but
will not receive the Consent Payment.

Pursuant to the Solicitation, the Company has executed a
supplemental indenture to the indenture governing the Notes to
eliminate substantially all of the restrictive covenants,
eliminate certain events of default and amend certain other
provisions contained in the Indenture and the Notes.  Adoption of
the Proposed Amendments required the consent of holders of at
least a majority of the aggregate principal amount of the
outstanding Notes.  The Proposed Amendments will become operative
when the validly tendered Notes are accepted for purchase by the
Company pursuant to the terms of the Offer.

In accordance with the terms of the Offer, tendered Notes may
no longer be withdrawn and delivered consents may no longer be
revoked, unless the Company is required by law to permit
withdrawal or revocation.

The Offer and the Solicitation are conditioned on the satisfaction
of conditions including:

   (1) consummation of the merger of R-E Merger Corp., a Delaware
       corporation, with and into the Company, with the Company
       continuing as the surviving corporation, pursuant to the
       terms and conditions of the Agreement and Plan of Merger
       dated as of Dec. 5, 2005 among the Company, The Related
       Companies, L.P., a New York limited partnership, and the
       Buyer;

   (2) the receipt by Related Equinox Holdings Corp., which is
       an indirect subsidiary of Related, and/or the Buyer of
       net proceeds from one or more debt and/or equity financing
       transactions in an amount sufficient to fund:

       (a) the merger consideration payable pursuant to the Merger
           Agreement,
  
       (b) the purchase of all validly tendered Notes pursuant to
           the Offer,

       (c) the payment of the Consent Payments pursuant to the
           Solicitation and

       (d) all premiums, fees and expenses associated with the
           foregoing;

   (3) the execution and delivery of the Supplemental Indenture to
       the Indenture which implements the Proposed Amendments;

   (4) the amendment of the Company's credit agreement to permit
       the Company to effect the Proposed Amendments; and

   (5) other customary conditions described in the Statement.

The Company reserves the right to terminate, extend or amend the
Offer or the Solicitation if any condition of the Offer or the
Solicitation is not satisfied or waived by the Company and
otherwise to amend the Offer or the Solicitation in any respect.

Any Notes not tendered and purchased pursuant to the Offer will
remain outstanding and the holders will be bound by the Proposed
Amendments contained in the Supplemental Indenture even though
they have not consented to the Proposed Amendments.  Holders who
tender their Notes must consent to the Proposed Amendments.

Persons with questions regarding the Offer and the Solicitation
should contact the Dealer Manager for the Offer and the
Solicitation Agent for the Solicitation:

     Merrill Lynch & Co.
     Telephone (212) 449-4914 (collect)
     Toll Free: (888) ML4-TNDR

Copies of the Offer Documents and other related documents may be
obtained from the Information Agent for the Offer and the
Solicitation:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774 (collect)
     Toll Free (866) 470-4200

Headquartered in New York, New York, Equinox Holdings, Inc. --
http://www.equinoxfitness.com/-- operates upscale, full-service
fitness clubs, catering to the middle- to upper-end market
segment.  The company offers an integrated selection of Equinox-
branded programs, services and products, including strength and
cardio training, group fitness classes, personal training, spa
services and products, apparel and food/juice bars.  Since its
inception in 1991, Equinox has developed a lifestyle brand that
represents service, value, quality, expertise, innovation,
attention to detail, market leadership and results.  As of
Dec. 1, 2005, the company operated 30 Equinox fitness clubs.

At Sept. 30, 2005, Equinox Holdings, Inc.'s balance sheet showed
a stockholders' deficit of $49,365,000, compared to a $40,464,000
deficit at Dec. 31, 2004.


FELCOR LODGING: Moody's Puts Low-B Ratings on Review & May Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the B1 rating of FelCor Lodging
Limited Partnership's senior unsecured debt and FelCor Lodging
Trust's B3 preferred stock on review for possible upgrade.  These
rating reviews were prompted by FelCor's recent announcement
regarding its management agreement with InterContinental Hotels
Group (IHG) and repositioning program, as well as the REITs
improved operating performance during 2005.

FelCor Lodging executed an agreement modifying the current
management agreements covering all 49 FelCor Lodging-owned hotels
managed by IHG.  This agreement provides FelCor Lodging with the
flexibility to sell IHG assets without payment of liquidation
damages or reinvestment of proceeds required by the old management
agreement.  Many IHG-flagged hotels owned by FelCor Lodging have
not performed to expectations.  Moody's expects that FelCor
Lodging's sale of non-strategic assets that are under-performing
or located in markets in which the REIT has excess concentration
will enable FelCor Lodging to reduce leverage and improve
operating performance, as well as enhance the geographic diversity
of its hotel investment portfolio -- issues that have been
constraining the REIT's ratings.

Regardless of this strategic repositioning, FelCor Lodging's
business environment improved sharply in 2005.  Revenue per
available room (RevPAR) increased by 9%, to $74.31 for 9M05,
primarily due to a 6% increase in the average daily rates.  The
improvement in RevPAR has resulted in operating margins increasing
to 9.9% for 9M05, from .8% for 2004, and improvement in the REIT's
fixed charge coverage.  For the FY05, FelCor's RevPar was 10.8%.

During its review, Moody's will focus on:

   * the likely coming changes to FelCor Lodging's hotel
     investment and flag composition, particularly how such
     changes will affect asset quality and future profitability
     levels and stability;

   * the REIT's leverage appetite; and

   * the REIT's business franchise resulting from the
     repositioning.

These ratings are on review for upgrade:

  FelCor Lodging Limited Partnership:

     * senior unsecured debt rating at B1
     * senior unsecured debt shelf at (P)B1
     * subordinated debt shelf at (P)B3

  FelCor Lodging Trust, Incorporated:

     * preferred stock at B3
     * preferred shelf at (P) B3

FelCor Lodging Trust, Incorporated [NYSE: FCH], headquartered in
Irving, Texas, USA, is the second-largest lodging REIT in the USA,
with a portfolio of 117 hotels located in 28 states and Canada.
FelCor Lodging's assets are operated under the:

   * Embassy Suites,
   * Crowne Plaza,
   * Holiday Inn,
   * Doubletree,
   * Westin,
   * Hilton, and
   * Sheraton flags.

Based on 2004 operating profit, 39% of FelCor Lodging's portfolio
is located in suburban locations, with the balance located in:

   * urban (27%),
   * airport (22%), and
   * resort (12%) areas.


FELCOR LODGING: S&P Raises Corporate Credit Rating to B+ from B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on hotel
owner FelCor Lodging Trust Inc., including its corporate credit
rating to 'B+' from 'B'.  The outlook is stable.  About $1.7
billion of reported debt was outstanding as of Sept. 30, 2005.
     
The upgrade follows the Irving, Texas-based company's announcement
today outlining several developments that will favorably affect
its credit profile:
     
   -- FelCor will reposition its portfolio through the sale of 38
      non-strategic hotels during the next 18 months.  Management
      expects that total proceeds will be between $500 million and
      $550 million, representing a multiple of 13x-14x for
      trailing 12-month EBITDA.
     
   -- Seven of the 38 non-strategic hotels were sold on
      Jan. 20, 2006, to Hospitality Properties Trust
      (BBB/Stable/--) for $160 million.
     
   -- About $400 million of the asset sale proceeds are expected
      to be used to repay debt, with the remaining $100 million to
      $150 million used to fund capital improvement projects that
      will be completed within the next 18 months.
     
   -- FelCor has re-established an unsecured line of credit which
      will allow the company to use about $100 million of its
      excess cash to fund other capital projects.  The line will
      be in the amount of $125 million, and will become effective
      under certain conditions.
     
   -- FelCor has modified its management agreements covering all
      FelCor-owned hotels managed by InterContinental Hotels
      Group.  The modifications eliminate the liquidated damages
      and reinvestment requirements associated with IHG-managed
      hotels that were previously sold, with 31 that have been
      identified for sale, and with one Crowne Plaza hotel that
      will be converted to a new brand.  In addition, certain
      modifications were made to the management contracts related
      to 17 IHG-managed hotels that will be retained by FelCor.  
      These changes include a new management performance standard,
      restructured incentive fees, and an extension of the
      agreements to 2025.
     
FelCor's credit measures will initially improve only modestly as a
result of the announcement, as only seven hotels have thus far
been sold.  However, credit measures are expected to strengthen
more meaningfully over the course of 2006 as additional hotels are
sold and given expected earnings growth.


FOAMEX INT'L: Disclosure Statement Hearing Adjourned to Feb. 13
---------------------------------------------------------------
Foamex International Inc. (FMXIQ.PK) adjourned the hearing to
consider approval of the Disclosure Statement, originally
scheduled for Jan. 26, 2006, to Feb. 13, 2006.  The Company
intends to use this additional time to continue its negotiations
with the steering committee for the ad hoc committee of Senior
Secured Noteholders and the official creditors' committee, among
others, over the terms of a consensual plan of reorganization.

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
-- http://www.foamex.com/-- is the world's leading producer of     
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  


FOAMEX INT'L: Committee Wants Court to Deny Disclosure Statement
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 26, 2005,
Foamex International Inc., and its debtor-affiliates filed their
proposed Joint Plan of Reorganization and an accompanying
Disclosure Statement with the U.S. Bankruptcy Court for the
District of Delaware on Dec. 23, 2005.
                     
                        *     *     *

The Official Committee of Unsecured Creditors contends that
the Debtors' Plan of Reorganization is based on a business plan
that has not been fully vetted and is supported by projections
that have been adjusted substantially downward by the Debtors'
management to justify a valuation designed to place unsecured
creditors "out of the money."

Moreover, the Committee points out that the Debtors, in
conjunction with the Ad Hoc Committee of Senior Secured
Noteholders, are attempting to rush to confirmation before a
comprehensive assessment, which will likely increase the Debtors'
deflated valuation, is performed.  

On January 9, 2006, in an effort to fully and fairly analyze
the value of the Debtors' business, the Committee sought
retention of A.T. Kearney as its operational consultants to
assess and quantify areas of significant savings that would
increase the Debtors' EBITDA and valuation.  The results of the
A.T. Kearney assessment, however, will not be reported until
mid-March 2006.  

Therefore, at this time, neither the Debtors, the Committee,
creditors nor the Court can fairly and accurately value the
Debtors' business and provide adequate information on which
creditors can base their vote.  

Accordingly, the Committee contends that the hearing on the
Disclosure Statement should be adjourned until after A.T. Kearney
completes its engagement in mid-March 2006.

Furthermore, the Committee argues that the Disclosure Statement
contains material omissions and misstatements, which preclude
creditors and interested holders from making informed judgments
about the Plan.  The Committee notes that the Plan Supplement was
not timely filed.

The Committee further states that the Plan proposed by the
Debtors is fatally flawed and incapable of being confirmed.  

Accordingly, the Committee asks the Court to deny the Disclosure
Statement to prevent the diminution in the value of the estate
that would result from the expense of soliciting votes and
seeking confirmation of an unconfirmable plan.

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


FOAMEX INT'L: Bank of New York Objects to Disclosure Statement
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 26, 2005,
Foamex International Inc., and its debtor-affiliates filed their
proposed Joint Plan of Reorganization and accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware on Dec. 23, 2005.

                      *     *     *

                  Bank of New York's Objections

The Bank of New York is the indenture trustee under an Indenture
dated December 23, 1997, with respect to the issuance by Foamex
LP and Foamex Capital Corporation of $98,000,000 in 13.5% Notes
due 2005; and an Indenture dated June 12, 1997, with respect to
the issuance by Foamex and FCC of $150,000,000 in 9.875 Notes due
2007.

Under the 2005 Indenture, Foamex and FCC failed to pay both
principal due and payable on maturity and the final interest
payment.  The Senior Subordinated Notes are unsecured obligations
of Foamex and FCC.

BNY filed individual proofs of claim against Foamex and FCC,
seeking all amounts owed under the Indentures on behalf of the
Senior Subordinated Noteholders.

Glenn E. Siegel, Esq., at Dechert LLP, in New York, tells the
Court that the Disclosure Statement does not provide adequate
information regarding the New Warrants.  The New Warrants are
offered as the sole recovery to the Senior Subordinated
Noteholders under the Plan of Reorganization.  

Mr. Siegel points out that neither the Disclosure Statement nor
the Plan described the terms of the New Warrants.  In addition,
the Plan Supplement and the New Warrant Agreement have not been
filed with the Court.  

Moreover, Mr. Siegel points out that neither the Disclosure
Statement nor the Plan describes the method in which the Debtors
have maximized value, or intend to maximize value, including the
potential value obtainable through operational changes to its
business.

Mr. Siegel also points out that the Disclosure Statement is
insufficient because the Debtors have not performed a sufficient
analysis of the potential operational improvements to its
business.  The analysis is necessary for the Court to determine
whether the Senior Subordinated Noteholders will receive at least
as much as they would receive in a liquidation.  In the absence
of the analysis, the Court will be unable to evaluate whether the
equity received by the senior secured creditors under the Plan
provides the creditors with more than 100% recovery on their
claims.

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


FREMONT HOME: Fitch Cuts Rating on Class M-3 & M-4 Certificates
---------------------------------------------------------------
Fitch took these rating actions on Fremont Home Loan Trust's
residential mortgage-backed certificates, series 2002-1:

  Series 2002-1:

   -- Class M-1 affirmed at 'AA'
   -- Class M-2 affirmed at 'A'
   -- Class M-3 downgraded to 'BB' from 'BBB'
   -- Class M-4 downgraded to 'BB-' from 'BBB-'

The affirmations, affecting approximately $19.2 million of the
outstanding balances, are due to credit enhancement (CE)
consistent with future loss expectations.  The downgrades,
affecting approximately $1.6 million of the outstanding balances,
are due to CE adequacy concerns given future loss expectations.

In May 2005, the transaction passed stepdown tests and allowed the
credit enhancement to be lowered to new target amounts.  The
stepdown has allowed for a significant amount of principal
allocation to the subordinate classes.  However, in recent months,
losses have increased relative to the available excess spread and
have caused the overcollateralization amount to decline below the
target amount.  Losses have exceeded excess spread in four out of
the last five months.  Fitch expects monthly losses to continue to
exceed excess spread in coming months, further reducing the
protection for classes M-3 and M-4.

The collateral of the above transaction consists of fixed- and
adjustable-rate mortgage loans secured by first and second liens
on one- to four-family residential properties.  At issuance, the
weighted average loan-to-value ratio was 80% and the weighted
average FICO score was 611.  All of the loans were originated by
Fremont Investment & Loan or acquired in accordance with its
underwriting criteria.  The loans are serviced by Litton Loan
Servicing LP (rated 'RPS1' by Fitch).

As of the Dec. 25, 2005 distribution date, the delinquency rate
(including 60+, foreclosure, and REO) of the above transaction is
23.9% and the cumulative loss as a percentage of the original pool
balance is 1.56%.  The pool is 39 months seasoned and has a pool
factor of 10%.


G+G RETAIL: Files for Chapter 11 Protection in New York
-------------------------------------------------------
On Jan. 25, 2006, G+G Retail, Inc. filed for protection under
chapter 11 in the U.S. Bankruptcy Court for the Southern District
of New York.

The Wet Seal, Inc. entered into an asset purchase agreement to
acquire substantially all of the assets of G+G and the transaction
is to be effected in G+G's bankruptcy proceeding.  Wet Seal's
offer for the assets being acquired is $15,200,000.

                         DIP Financing

In connection with the transaction and in an effort to facilitate
the asset acquisition, an affiliate of Prentice Capital
Management, LP, a principal investor of Wet Seal, has made a
commitment to provide G+G with debtor-in-possession financing
which will enable G+G to continue as a going concern through the
anticipated closing date of the Wet Seal's asset acquisition.
Wet Seal and Prentice have agreed that upon the closing of the Wet
Seal's asset purchase, the amount outstanding under the debtor-in-
possession facility will be retired by the Wet Seal by the
issuance to Prentice of up to $10,000,000 in shares of the Wet
Seal's Class A Common Stock and the balance, if any, in cash. The
amount of the shares to be issued to Prentice shall be calculated
based upon the lesser of:

    (x) the weighted average closing price of the Wet Seal's Class
        A Common Stock over the 20 trading days immediately
        preceding Jan. 25, 2006, and

    (y) the last closing sale price of the Wet Seal's Class A
        Common Stock immediately prior to Jan. 25, 2006.

The acquisition is subject to the customary auction procedures
provided for under the Bankruptcy Code, including the receipt of
requisite Court orders.  There is no assurance that G+G will not
receive a higher offer for the assets or that Wet Seal will be the
successful bidder at any auction conducted by G+G.

                      About The Wet Seal Inc.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. -
http://www.wetsealinc.com/-- is a leading specialty retailer of  
fashionable and contemporary apparel and accessory items. The
Company currently operates a total of 402 stores in 46 states, the
District of Columbia and Puerto Rico, including 309 Wet Seal
stores and 93 Arden B. stores.

                           G+G Retail Inc.

Headquartered in New York, New York, G+G Retail Inc. retails  
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for chapter 11 protection on Jan. 25, 2006 (Bankr. S.D.N.Y.
Case No. 06-10152).  William P. Weintraub, Esq., Laura Davis
JOnes, Esq., David M. Bertenthal, Esq., and Curtis A. Hehn, Esq.,
at Pachulski, Stang, Ziehl, Young & Jones P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$100 million and debts between $10 million to $50 million.


G+G RETAIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: G+G Retail, Inc.
        aka G&G Retail Holdings, Inc. (former parent company,
            merged into G+G Retail, Inc. 3/12/04)
        aka G+G Retail, Inc.
        aka G+G
        aka G+G Retail of Puerto Rico (Inactive Corporation)
        aka G+G Retail of Virgin Islands (Inactive Corporation)
        aka Rave
        aka Rave Girl
        aka Authentika
        520 Eighth Avenue
        New York, New York 10018

Bankruptcy Case No.: 06-10152

Type of Business: The Debtor sells ladies wear and operates 566
                  stores in the United States and Puerto Rico
                  under the names Rave, Rave Girl and G+G.
                  See http://gorave.com/and  
                  http://www.goravegirl.com/

Chapter 11 Petition Date: January 25, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: William P. Weintraub, Esq.
                  Laura Davis Jones, Esq.
                  David M. Bertenthal, Esq.
                  Curtis A. Hehn, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones P.C.
                  780 Third Avenue, 36th Floor
                  New York, New York 10017
                  Tel: (212) 561-7700
                  Fax: (212) 561-7777

Debtor's Special
Corporate
Counsel:          Davis & Gilbert LLP
                  1740 Broadway
                  New York, NY 10019

Debtor's Crisis
Managers and
Financial
Advisors:         Corporate Revitalization Partners
                  13355 Noel Road, Suite 1825
                  Dallas, Texas

Debtor's
Investment
Banker:           Financo, Inc.

DIP Agent:        The CIT Group/Business Credit, Inc.

Estimated Assets: More than $100 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The CIT Group/                   Claim for           $8,326,157
Business Credit, Inc.            Inventory
P.O. Box 1036
Charlotte, NC 28201
Attn: David Kotler
Tel: (212) 382-7204
Fax: (212) 382-7120

Rosenthal and Rosenthal          Claim for           $2,049,298
P.O. Box 88926                   Inventory
Chicago, IL 60695
Attn: John Fallahee
Tel: (212) 356-1435
Fax: (212) 356-0971

GMAC                             Claim for           $1,725,700
P.O. Box 403058                  Inventory
Atlanta, GA 30384
Attn: Steven Pamm
Tel: (212) 884-7366
Fax: (212) 884-7314

Estrada Clothing Inc.            Claim for           $1,230,773
1111 South San Julian Street     Inventory
Los Angeles, CA 90015
Tel: (213) 748-4391
Fax: (213) 748-0030

Capital Factors                  Claim for           $1,064,614
P.O. Box 79                      Inventory
Memphis, TN 38101
Attn: Joseph Zayas

First Capital                    Claim for             $913,630
P.O. Box 643382                  Inventory
Cincinnati, OH 45264

Milberg Factors                  Claim for             $874,279
99 Park Avenue                   Inventory
New York, NY 10016

DHL Express (USA) Inc.           Claim for             $779,074
P.O. Box 4723                    Services
Houston, TX 77210

Wells Fargo Century              Claim for             $767,629
P.O. Box 360286                  Inventory
Pittsburgh, PA 15250

Newport Apparel Corp.            Claim for             $522,977
1215 Walnut Street               Inventory
Compton, CA 90224

Jade Apparel Inc.                Claim for             $426,725
4551 Loma Vista Avenue           Inventory
Vernon, CA 90058

Ganis Bros./Artistic Creation    Claim for             $316,557
P.O. Box 37985                   Inventory
Charlotte, NC 28237

Hana Financial                   Claim for             $301,491
P.O. Box 92943                   Inventory
Los Angeles, CA 90009

General Business Credit          Claim for             $280,661
P.O. Box 92024                   Inventory
Los Angeles, CA 90009

Olivia Miller Inc.               Claim for             $272,124
16 Industrial Avenue             Inventory
Little Ferry, NJ 07643

J.C.S. Apparel Group Inc.        Claim for             $250,436
1407 Broadway                    Inventory
New York, NY 10018

FC Meyer Packaging, LLC                                $249,028

Pretty Good                      Claim for             $247,250
                                 Inventory

Worldcom                         Claim for Services    $170,397

Vandale Industries               Claim for             $167,309
                                 Inventory   


GARDEN RIDGE: Panel Has Until May 7 to Object to Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Post-Effective Date Committee of Garden Ridge Corporation and its
debtor-affiliates, until May 7, 2006, to object to proofs of claim
for General Unsecured Claims, Convenience Claims and Eligible
Reclamation Claims filed against the Debtors' estates.

The Court confirmed the Debtors' Plan on Apr. 28, 2005, and the
Plan took effect on May 12, 2005.  The Post-Effective Date
Committee was appointed pursuant to the confirmed Plan to
administer the Debtors' estates and chapter 11 cases.

It was only in June 2005 that the Committee's counsel, the
Debtors' counsel and Three Cities Research, Inc., agreed on a
budget for the claims review process.  Three Cities funded the
Plan and now owns the Debtors' equity interest.  

Since then, the Committee's counsel has been requesting
information from the Debtors that the Committee will need to
review, object to and finalize the claims resolution process.  The
Debtors are still in the process of gathering the information for
the claims process.

The extension will give the Committee more opportunity to evaluate
the claims filed, prepare and file objections to claims and
consensually resolve the disputed claims.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer   
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated debts and assets of over $100
million.  The Bankruptcy Court confirmed the Debtors' First
Amended Joint Plan of Reorganization on Apr. 28, 2005.  The Plan
took effect on May 12, 2005.  David B. Stratton, Esq., at Pepper
Hamilton LLP represents the Post-Effective Date Committee.


GARDEN STATE: Has Until March 6 to Remove Civil Actions
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until Mar. 6, 2006, the period within which Garden State MRI
Corporation may remove actions pursuant to Rule 9027 of the
Federal Rules of Bankruptcy Procedures.

As previously reported in the Troubled Company Reporter, the
Debtor explained that prior to the Petition Date, it was involved
in litigation against Dr. Golestaneh and his related entities in
the Superior Court of New Jersey, Chancery Division for Cumberland
County, Docket No. C-13-05.

The Debtor told the Court that it needed more time to determine
whether to remove the state court litigation since it has been in
constant negotiations with secured creditors and potential
financing sources which could lead to a resolution of the
litigation.

The Debtor believes that the extension will afford them the
opportunity to make fully informed decisions concerning removal of
each action and will assure that their rights are not forfeited.
The Debtor told the Court that the rights of its adversaries will
not be prejudiced by the extension since any party to an action
that is removed may seek to have it remanded by the state court.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GSC PARTNERS: S&P Rates $140 Million Senior Debts at B
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating to New Jersey-based investment manager
GSC Partners (NJ) L.P.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating to GSC's $120 million senior term loan facility maturing in
2012 and its $20 million senior revolving credit facility.
      
"The ratings on GSC reflect its comparatively modest yet highly
predictable earnings performance and a management and investment
team that have a successful track record in growing assets since
the company became an independent firm six years ago," said
Standard & Poor's credit analyst Diane Hinton.

However, GSC is highly dependent on external sources of funding to
promote growth.  The company's capital profile, characterized by
an equity base that is mostly comprised of variable partners'
capital interests, is also considered weak.  Although GSC's early
2006 recapitalization plan aims to introduce more permanent
capital, the equity base will still reflect a preponderance of
preferred stock that Standard & Poor's considers of weaker
quality.  The combined mix of dependence on bank debt and lower
quality capital contribute to GSC's highly levered position, which
is a key rating factor.
     
GSC is a specialty credit-focused investment manager, with $9.2
billion in total assets under management (including $461 million
in uncalled capital) at Sept. 30, 2005.
     
The stable outlook reflects Standard & Poor's expectation that
GSC's earnings performance will continue to exhibit a good degree
of predictability in the medium term.  The maintenance of the
ratings at current levels thereafter will depend on the company's
continued success in attracting new capital.  A positive ratings
action in the medium term depends on GSC's ability to delever and
improve its currently weak capital profile.


HARD ROCK: S&P Affirms B+ Corp. Credit Rating; Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Hard Rock Hotel Inc.  In addition, all ratings on
the Las Vegas-based casino owner and operator have been removed
from CreditWatch with negative implications where they were placed
on May 17, 2005.  The outlook is negative.  About $200 million in
debt was outstanding as of Sept. 30, 2005.
     
The previous CreditWatch listing related to the potential for the
Hard Rock to acquire portions of the expansion project, which is
located adjacent to the property and is being completed by parties
affiliated with the Hard Rock.

"We are still concerned that such an investment could take place,
and that it could negatively affect the credit profile of the Hard
Rock.  However, as the timing and amount of any investment remains
unclear, we have removed the ratings from CreditWatch, reflecting
the position that an imminent downgrade is not likely," said
Standard & Poor's credit analyst Peggy Hwan.

Still, Standard & Poor's rating outlook is negative, reflecting
the possibility that ratings could still be lowered in the next
few quarters if a sizable transaction is announced.  Based on
Standard & Poor's current assessment of Hard Rock's business
profile, a downgrade would be considered if it appears that a
transaction would raise leverage, as measured by total debt
(including junior subordinated debt held by the principal, Peter
Morton) to EBITDA, above the mid-5x area for an extended period of
time.
     
Hard Rock has disclosed that the HR Condominium Investors LLC, a
related entity, recently signed a commitment for a loan facility
to fund the $1.25 billion project cost.  The project is expected
to include:

   * 1,350 condominiums,
   * a nightclub,
   * restaurants,
   * a spa,
   * meeting and ballroom facilities,
   * pools, and
   * other amenities.


HIGH VOLTAGE: Yaskawa Rejection Damage Hearing Set for June 21
--------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, will convene a
hearing at 11:00 a.m., on June 21, 2006, to consider Yaskawa
Electric Corporation's motion to allow rejection damages against
High Voltage Engineering Corporation and its debtor-affiliates.  

Yaskawa seeks to claim rejection damages totaling approximately
$4.5 million in addition to the $2.9 million claim it previously
filed against the Debtors' estate.  

Yaskawa filed its claim for damages after the Bankruptcy Court
authorized Stephen S. Gray, the chapter 11 Trustee appointed in
the Debtors' chapter 11 cases, to reject Yaskawa's supply
contracts with Robicon Corporation.

                  Yaskawa Contract

Robicon, High Voltage's former affiliate, sold goods to Yaskawa
under a supply contract.  Pursuant to this contract, Robicon was
required to repair and replace defective goods as well as sell
spare parts to Yaskawa for seven years.

James C. Gross, Esq., at Kleiman, Lyons, Schindler & Gross, tells
the Bankruptcy Court that as a result of prepetition and
postpetition breaches of the contract and the Trustee's rejection,
Robicon has failed to provide the agreed warranty and supply the
promised spare parts.

According to Mr. Gross, the breaches and the rejection of the
contracts has severely affected Yaskawa's business.  Mr. Gross
says that a huge portion of products sold by Robicon to Yaskawa
have failed causing losses in excess of $2 million.  In addition,
Yaskawa has allegedly spent well over $2 million in attempts to
cover Robicon's breaches by providing repair and replacement
services on its own.

A copy of the 42-page supply contract is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060126034709

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and   
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $457,970,00 in total assets and
$360,124,000 in total debts.  Stephen S. Gray was appointed
chapter 11 Trustee in February 2005.  John F. Ventola, Esq., and
Lisa E. Herrington, Esq., at Choate, Hall & Stewart LLP represents
the chapter 11 Trustee.


HONEY CREEK: Court Extends Exclusive Plan-Filing Period
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended the period within which Honey Creek Kiwi, L.L.C., has the
exclusive right to file a chapter 11 plan.

The Court extended the Debtor's exclusive plan-filing period to
the earlier of:

    a. the expiration of 30 days following the filing and service
       of a Notice of Termination of Exclusivity by MuniMae
       Portfolio Services, LLC, (f/k/a Municipal Mortgage
       Portfolio Services, LLC), as servicing agent for The Bank
       of New York Trust Company, N.A., as indenture trustee; or

    b. 30 days following the entry of an order terminating
       exclusivity entered:

         (i) after notice and hearing upon request of another
             party in interest or

        (ii) by the Court, sua sponte.

The Court also extended the Debtor's period to solicit acceptances
of that plan to no earlier than 60 days following the expiration
of its exclusive plan-filing period.

As previously reported in the Troubled Company Reporter, the
Debtor was engaged in talks with its secured lenders on a variety
of terms and issues relevant to reorganization and related that it
cannot complete its negotiations with creditors until it has
finalized its business plan.  The extension would allow the Debtor
a reasonable amount of time to complete its business plan and
negotiations with its creditors in good faith.

The Debtor told the Court that it has remained current on all of
its postpetition obligations, except where the amount of the
obligation is in dispute.

The Debtor believes that it is the only party with sufficient
information regarding its operations to propose a feasible plan of
reorganization.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


ICOS CORP: Lilly Venture Earns $37.8M of Net Income in 4th Quarter
------------------------------------------------------------------
Lilly ICOS LLC (NYSE: LLY and Nasdaq: ICOS), a joint venture
equally owned by ICOS Corporation and Eli Lilly and Company, is
releasing its financial results for the fourth quarter and year
ended December 31, 2005.

For the 2005 year, net income was $37.8 million, compared to a net
loss of $262.0 million in 2004.  Worldwide sales of Cialis(R)
(tadalafil) in 2005 totaled $746.6 million, an increase of
35% compared to $552.3 million in 2004.

"Lilly ICOS has reached a significant milestone, achieving
full-year profitability in the second year following the Cialis
launch in the United States," commented Paul N. Clark, ICOS
Chairman and CEO.  "Since launch, Cialis has delivered solid
market share gains and sales growth, while concurrently leveraging
early investments in marketing and selling programs."

Lilly ICOS continues to broaden its understanding of tadalafil and
explore its potential use in additional indications beyond
erectile dysfunction.  In 2005, a Phase 3 clinical study was
initiated in pulmonary arterial hypertension, a life-threatening
disease, and a Phase 2 clinical study began in hypertension, a
common disorder, which dramatically increases the risk of
cardiovascular complications.

In 2005, Lilly ICOS completed a Phase 2 clinical study and
reported positive results in the treatment of lower urinary tract
symptoms in men with benign prostatic hyperplasia (BPH).  The
Phase 2 clinical results will be presented at the upcoming
meetings of the European Association of Urology and the American
Urological Association, in April and May 2006, respectively.   
Earlier this week Lilly ICOS had a productive meeting with the
FDA, in which the results of the study and a clinical plan for BPH
were discussed.  Based on the discussion, Lilly ICOS plans to
proceed with a Phase 2b study this year, which may serve as one of
two pivotal studies, to evaluate multiple doses of tadalafil.  The
results of the multi-dose study will be useful in the design of a
Phase 3 study for BPH, expected to begin in 2007.

                2005 Full-Year Financial Results

For the year ended December 31, 2005, Lilly ICOS reported
net income of $37.8 million, compared to a net loss of
$262.0 million for the year ended December 31, 2004, reflecting
increased worldwide Cialis revenues and reduced selling and
marketing costs.

Total Lilly ICOS revenue for 2005 was $610.7 million, compared to
$447.9 million for 2004.  Lilly ICOS revenue for 2005 includes
$34.0 million in royalties on sales reported by Lilly, compared to
$26.1 million in royalty revenue for 2004.  The increase in total
revenue reflects continued growth of Cialis in the Lilly ICOS
territories since its 2003 introduction, as well as its global
expansion in countries where Cialis is sold by Lilly.

Cost of sales totaled $47.3 million in 2005, including royalties
payable by Lilly ICOS equal to 5% of its net product sales. Cost
of sales, as a percentage of net product sales, was 8.2% in 2005,
compared to 8.6% in 2004.

Selling, general and administrative expenses decreased
$146.7 million from the year ended December 31, 2004, to
$459.8 million in 2005.  The decrease was primarily due to planned
reductions in 2005 selling and marketing expenses in the United
States.

              2005 Fourth Quarter Financial Results

For the three months ended December 31, 2005, Lilly ICOS
reported net income of $61.4 million, compared to a net loss of
$31.4 million for the three months ended December 31, 2004.  The
shift to profitability resulted from an increase of $49.0 million
in total revenue and a reduction of $43.8 million in expenses.

Total Lilly ICOS revenue for the fourth quarter of 2005 was
$174.5 million, compared to $125.5 million for the fourth quarter
of 2004. Lilly ICOS revenue for the fourth quarter of 2005
included $9.0 million in royalties on sales reported by Lilly,
compared to $6.8 million in royalty revenue for the fourth quarter
of 2004.

Selling, general and administrative expenses decreased
$46.0 million from the fourth quarter of 2004, to $84.4 million in
the fourth quarter of 2005.  The decrease was primarily due to the
aforementioned reduced U.S. selling and marketing expenses in the
2005 quarter.

                      About Lilly ICOS LLC

Lilly ICOS LLC, a joint venture equally owned by ICOS Corporation
and Eli Lilly and Company, is marketing Cialis, in North America
and Europe, for the treatment of erectile dysfunction.

                         About Eli Lilly

Eli Lilly and Company, is developing a growing portfolio
pharmaceutical products by applying the latest research from its
own worldwide laboratories and from collaborations with eminent
scientific organizations.  Headquartered in Indianapolis, Indiana,
Lilly provides answers -- through medicines and information -- for
some of the world's most urgent medical needs.

                         About ICOS Corp

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.

As of September 30, 2005, ICOS Corp.'s balance sheet reflected a
$66,760,000 equity deficit at June 30, 2005, compared to
$6,528,000 of positive equity at Dec. 31, 2004.


INDALEX HOLDINGS: S&P Rates Proposed $280MM 2nd-Lien Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Indalex Holdings Corp. Standard & Poor's also
assigned its 'B-' senior secured debt and '3' recovery rating to
the company's proposed $280 million second-lien note issue due
2014.  The '3' recovery rating indicates the likelihood of a
meaningful (50%-80%) recovery of principal in the event of a
payment default.  The outlook is stable.
     
Proceeds from the proposed note offering and borrowings under a
new revolving credit facility will be used by an affiliate of Sun
Capital Partners Inc. (unrated) to purchase Indalex from Honeywell
International Inc. (A/Stable/A-1) for $425 million.  Sun Capital
Partners is a private investment firm focused on leveraged
buyouts.
     
"We expect that relatively favorable market conditions and growing
volumes over the next few years should maintain or modestly
improve the company's results," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "We expect, however, that financial
leverage will remain very aggressive and free cash flow will be
around breakeven over the next couple of years.  The outlook could
be revised to positive if the company can continue to expand its
operations while reducing its aggressive financial leverage.  The
outlook could be revised to negative if an economic downturn or
inability to increase volumes results in negative free cash flow
and higher debt levels."
     
Financial leverage, pro forma for the proposed transaction will be
very aggressive.  However, leverage is expected to decrease
somewhat because of rising EBITDA as a result of its 2005 cost-
reduction efforts that are expected to save approximately $6
million per year and its volume improvement.  The company's
volumes over the past several years have increased as the industry
recovered from trough 2001 conditions and made small gains in
market share.
     
Indalex is one of the largest aluminum extruders in the highly
fragmented North American market with nearly $1 billion in
revenues for the 12 months ended Oct. 2, 2005.  The company's
markets are highly competitive.  Although the company sells its
products across several different industries, most of its
revenues come from the highly cyclical transportation and
construction industries.  Indalex has focused on increasing its
value-added production to reduce its exposure to more commodity-
grade products, which are subject to a growing import threat from
lower-cost regions, mainly China.


IWL COMMS: Moody's Assigns Low-B Ratings to $168 Million Debts
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to IWL
Communications Incorporated's ("CapRock") first priority senior
secured credit facilities and a B3 rating to the second priority
senior secured credit facility.  At the same time, Moody's
affirmed and moved the B2 corporate family rating from CapRock
Holdings Inc. ("Holdings") to CapRock.  Finally, Moody's withdrew
the senior secured ratings previously assigned to Holdings.  The
rating action follows a revision to CapRock's proposed financing
structure.  The outlook remains stable.

The total debt of the revised financing structure remains
unchanged, however the rated senior secured credit facilities have
been reduced to $168 million from $181 million.  The first
priority tranche has been reduced to $123 million from $151
million while the second priority tranche has increased to $45
million from $36 million.

As well, the senior secured credit facilities are now being issued
by an intermediate holding company (CapRock).  Holdings, the
ultimate company in the family's organizational structure -- and
formerly proposed issuer - will issue unsecured payment-in-kind
debt totaling approximately $13 million not rated by Moody's.  In
Moody's opinion, the new financing structure does not represent a
material change of overall credit risk.

As the funded 1st Priority Senior Secured Loan will continue to
comprise the majority of initial total indebtedness, it has been
rated at the same level as the corporate family rating.  The 2nd
Priority Senior Secured Loan has been notched down one level from
the corporate family rating to reflect its junior ranking
collateral position.

The Corporate Family rating is supported by:

   1) CapRock's strong operating performance over the last few
      years serving a largely blue chip customer base;

   2) the contractual nature of much of CapRock's service
      revenues;

   3) healthy customer retention rates, helped by the existence of
      high customer switching costs and high quality service
      levels; and

   4) Moody's expectation that CapRock will generate modestly
      positive free cash flow in each of the next two years.

The ratings are constrained by:

   1) the significant concentration of revenues to one key
      customer;

   2) Moody's belief that satellite bandwidth demands of this
      specific customer may decline gradually over the next few
      years;

   3) the competitive nature of the satellite communications
      service industry generally; and

   4) the company's small scale.

The rating outlook is stable as Moody's expects CapRock to produce
modest revenue growth over the next few years, maintain operating
margins at approximately 30%, while reducing capital spending to
near maintenance levels.  As a result, Moody's expects key
financial metrics over this period to improve slightly, allowing
the company to remain well positioned within the B2 rating
category.  In particular, Moody's expects CapRock to generate free
cash flow to debt in the low to mid-single digit percentage range
with debt to EBITDA leverage remaining near 5x and EBITDA- Capex/
Interest coverage of almost 2x (all calculations adjusted per
Moody's published methodology).

The ratings might be considered for upgrade if Moody's were to
believe that CapRock would be able to generate sustainable revenue
growth at least in the high single digits and debt/ EBITDA
leverage were to decrease to roughly 4x.  The ratings might be
considered for downgrade if Moody's believed CapRock were unable
to generate any sustainable free cash flow, likely arising from an
unexpected contract loss or higher than planned maintenance
capital expenditures.

These ratings were assigned to IWL Communications Incorporated:

   * First Priority Senior Secured B2

     -- US$30 million Revolving Facility, due January 2012
     -- US$93 million Term Loan, due January 2012

   * Second Priority Senior Secured B3

     -- US$45 million Term Loan, due January 2013

This rating was affirmed:

     -- Corporate Family Rating B2 (moved from CapRock Holdings
        Inc. to IWL Communications Incorporated)

These ratings were withdrawn from CapRock Holdings Inc:

   * First Priority Senior Secured B2

     -- US$30 million Revolving Facility, due November 2011
     -- US$115 million Term Loan, due November 2011

   * Second Priority Senior Secured B3

     -- US$36 million Term Loan, due November 2012

IWL Communications Incorporated, dba CapRock Communications, is a
global remote fixed satellite-based communications provider
headquartered in Houston, Texas.


LA QUINTA: Merger Completion Prompts S&P to Withdraw Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'BB' corporate credit rating, on La Quinta Corp. and its
controlled subsidiary, La Quinta Properties Inc.  The ratings
withdrawal follows the announcement that the merger between
La Quinta and affiliates of the Blackstone Group was completed.


LEAR CORP: S&P Puts BB+ Corporate Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings on Lear Corp. on
CreditWatch with negative implications.  The CreditWatch placement
reflects concerns about the company's ability to achieve
sufficient improvement in earnings and cash flow during the next
few years that would strengthen credit metrics to levels
appropriate for the current rating.
     
Southfield, Michigan-based Lear, a major manufacturer of
automotive interiors, including seating systems, interior trim,
and electrical systems, has total debt of about $3 billion,
including operating leases and securitized accounts receivable.
     
"Lear has suffered from depressed operating performance caused by
severe industry pressures in 2005, which caused credit protection
measures to weaken dramatically," said Standard & Poor's credit
analyst Martin King.  "We had expected Lear to improve its credit
measures over the next few years, but its ability to achieve
targeted levels of improvement is in doubt given the continued
intense business challenges Lear faces."
     
Weakened financial performance in 2005 resulted from:

   * reduced automotive production in North America;
   * volatile production schedules;
   * unfavorable shifts in product mix; and
   * higher raw-material costs.
     
Lear's two largest customers, Ford Motor Co. and General Motors
Corp., which together represent about 50% of sales, cut vehicle
production schedules during 2005 because of bloated inventory
levels and market share losses.  The cuts were particularly severe
for the companies' SUVs and light trucks, which account for a
disproportionate share of Lear's earnings.
     
Lear has also had to absorb large increases in raw-material costs,
primarily for steel and plastic resins.  Increased costs have come
from direct purchases of these commodities and from price
increases from suppliers.  Lear is incurring increased costs to
help some of its own troubled suppliers.  Lear's negotiations with
its customers to recover a portion of the cost increases has
resulted in only partial reimbursement for higher materials
costs.
     
Standard & Poor's will review Lear's business prospects in light
of the challenging industry conditions.  Although visibility is
somewhat limited for 2006, the rating agency still expects the
company's performance to improve because of:

   * lower vehicle launch costs,
   * more stable production schedules, and
   * restructuring savings.

But the level of improvement is uncertain.  The ratings could be
lowered if we believe that Lear will be unable to achieve
meaningful improvement in its credit profile during the next few
years.


LEASEWAY MOTORCAR: Wants Kirkland & Ellis as Bankruptcy Counsel
---------------------------------------------------------------
Leaseway Motorcar Transport Company and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Western District of New York in
Buffalo for permission to employ Kirkland & Ellis LLP as their
bankruptcy counsel.

The Debtors want to retain K&E as their attorneys because the Firm  
has extensive experience and knowledge in the field of debtors'
and creditors' rights and business reorganizations under chapter
11 of the Bankruptcy Code.  In addition, K&E possesses extensive
expertise, experience and knowledge practicing before bankruptcy
courts.

Kirkland & Ellis will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors and representing the Debtors' interests in
       negotiations concerning all litigation in which the Debtors
       are involved, including objections to claims filed against
       the estates;

   (d) prepare all motions, applications, answers, orders, reports
       and papers necessary to the administration of the Debtors'
       estates and their bankruptcy case;

   (e) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of the Debtors' plan of reorganization;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Bankruptcy Court, any Appellate Courts
       and the United States Trustee and protect the interests of
       the Debtors' estates before those Courts and the United
       States Trustee;

   (i) consult with the Debtors regarding tax matters; and

   (j) perform all other necessary legal services to the Debtors
       in connection with their bankruptcy cases, including,
       without limitation:

      (1) the analysis of the Debtors' leases and executory
          contracts and the assumption, rejection or assignment
          thereof,

      (2) the analysis of the validity of liens against the
          Debtors, and

      (3) advice on corporate, litigation and other matters.

James A. Stempel, Esq., a partner at Kirkland & Ellis LLP
discloses the Firm's billing rates:

      Position                      Hourly Rate
      --------                      -----------
      Partners                      $520 to $950
      Of Counsel                    $280 to $685
      Associates                    $245 to $520
      Paraprofessionals              $90 to $240

The professionals who will lead the engagement are:

      Professional                  Hourly Rate
      ------------                  -----------
      James A. Stempel, Esq.           $745
      James W. Kapp III, Esq.          $675
      Jocelyn A. Hirsch, Esq.          $575
      Sven T. Nylen, Esq.              $445
      Michelle Mulkern, Esq.           $395
      Paul Wierbicki, Esq.             $295
      Kathryn L. Koenig, Esq.          $295

Mr. Stempel assures the Court that Kirkland & Ellis LLP is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Kirkland & Ellis LLP -- http://www.kirkland.com/-- is a full-
service law firm.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company -- http://www.pts-inc.biz-- is the second  
largest North American transporter of new light vehicles.  The
Debtors also established a short-haul vehicle receiving service.  
The Debtors have also developed software and support services to
conduct their hauling services more efficiently and have created
derivative applications of those software to assist other
businesses in tracking their inventory.  The Debtor and 13
affiliates filed for chapter 11 protection on Jan. 25, 2006
(Bankr. W.D.N.Y. Case No. 06-00107).  Garry M. Graber, Esq., at
Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than
$100 million in debts.


LEASEWAY MOTORCAR: List of 40 Largest Unsecured Creditors
---------------------------------------------------------
Leaseway Motorcar Transport Company and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Western District of
New York in Buffalo their consolidated list of 40 largest
unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allied Systems                   Trade Payable         $269,877
160 Claremont Avenue, Suite 200
Decatur, GA 30030
Attn: Thomas M. Duffy
Executive Vice President,
Secretary and General Counsel
Tel: (404) 370-4225
Fax: (404) 370-4206

Consolidated Waste Industries    Trade Payable         $205,288
10680 Silicon Avenue
Montclair, CA 91763
Attn: Larry Hagenbuch
President
Tel: (909) 625-6645
Fax: (909) 482-2272

Pilot                            Wire                  $189,770
5508 Lonas Road
Knoxville, TN 37909
Attn: Timothy J. Berry
Tel: (865) 588-7488 ext. 37909
Fax: (865) 297-1423

Securitas                        Trade Payable         $163,193
401 N. Michigan Avenue, Suite 300
Chicago, IL 60611

Fleetcharge                      Trade Payable         $125,377
c/o Navistar International
4201 Winfield Road
Warrenville, IL 60555

Bridgestone/Firestone BFNT, LLC  Trade Payable         $121,948
535 Marriott Drive
Nashville, TN 37214

Deloitte Tax LLP                 Professional Services  $89,650

Penske Truck                     Trade Payable          $83,798

C.F. Bender Company Inc.         Trade Payable          $78,819

Sun Microsystems Inc.            Technology             $76,260

NOCO                             Wire                   $75,516

General Motors of Canada Ltd.    Trade Payable          $74,463

Ford Motor Company               Trade Payable          $70,090

Fleet Fuel                       Wire                   $69,155

McLearen's J.J.J.                Trade Payable          $66,734

Broadspire                       Wire                   $63,311

Cassens Transport Co.            Trade Payable          $61,094

Teamsters Pension Fund           Pension                $50,489

Active Transportation            Trade Payable          $48,786

Shank C&E Investments LLC        Trade Payable          $48,523

T-Check                          Wire                   $47,943

Superior Distributors            Trade Payable          $47,382

Tapco Industries                 Trade Payable          $45,285

Charter Township of Lansing      Tax                    $45,269

Teamsters Health & Welfare       Benefits               $44,372

Bandag Inc.                      Trade Payable          $43,273

New York State Thruway #5270     Tolls                  $40,655

Vascor Ltd.                      Trade Payable          $40,567

Maximus                          Professional Services  $40,288

Autocomm Inc.                    Trade Payable          $38,276

Southern Counties                Trade Payable          $37,411

EMC2                             Software License       $37,076

Carday Associates Inc.           Professional Services  $36,303

Southwest Brake                  Trade Payable          $35,454

SGS Automotive Services          Trade Payable          $35,131

United Road Falcon               Trade Payable          $32,316
Auto Transport

Toyota Motor Sales USA Inc.      Trade Payable          $31,658

Ohio Turnpike Commission         Tolls                  $30,866

Buffalo Truck Center             Trade Payable          $29,879

Fleetpride                       Trade Payable          $28,406

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company -- http://www.pts-inc.biz-- is the second  
largest North American transporter of new light vehicles.  The
Debtors also established a short-haul vehicle receiving service.  
The Debtors have also developed software and support services to
conduct their hauling services more efficiently and have created
derivative applications of those software to assist other
businesses in tracking their inventory.  The Debtor and 13
affiliates filed for chapter 11 protection on Jan. 25, 2006
(Bankr. W.D.N.Y. Case No. 06-00107).  James A. Stempel, Esq., at
Kirkland & Ellis LLP and Garry M. Graber, Esq., at Hodgson Russ
LLP represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets between $10 million and $50 million and more than
$100 million in debts.


LEGACY ESTATE: Taps Deloitte Financial as Restructuring Advisor
---------------------------------------------------------------
The Legacy Estate Group LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of California in Santa
Rosa for authority to employ Deloitte Financial Advisory Services
LLP as their restructuring advisor, nunc pro tunc to Dec. 15,
2005.

Deloitte Financial will:

     a) advise the Debtors as they establish various reporting
        processes required in their bankruptcy cases;

     b) assist the Debtors with the production of relevant
        budgeting and forecasting, cash flow projections and
        operating and business plans;

     c) assist the Debtors in upgrading and streamlining their
        accounting and reporting functions and related practices
        and procedures;

     d) provide the Debtors with advice and recommendations
        designed to refine their cash management processes,
        including  the monitoring of actual cash flow versus
        projections;

     e) help the Debtors understand the business and financial
        impact of various operational, financial and strategic
        restructuring alternatives;

     f) assist the Debtors in gathering and evaluating information
        regarding leases, contracts and agreements in relation to
        their bankruptcy cases;

     g) assist the Debtors in the financial restructuring process,
        including the development of  a plan of reorganization;

     h) assist the Debtors with respect to human resources issues;

     i) assist the Debtors in preparing internal and external
        communications related to restructuring and bankruptcy;

     j) assist the Debtors in negotiations and due diligence
        efforts with other parties-in-interest;

     k) assist the Debtors in evaluating and reconciling claims
        asserted, including PACA and reclamation claims;

     l) attend and participate as a technical advisor in hearings
        and meetings on matters within the scope of the services
        to be performed under its engagement, including providing
        expert testimony; and

     m) provide advice and recommendations with respect to issues
        regarding the integration of the Debtor's accounting
        systems that arise during the course of its engagement.
     
The hourly rate for Deloitte Financial's professionals are:

         Designation                          Hourly Rate
         -----------                          ------------
         Partner/Principal/Director           $475 to $525
         Senior Manager                       $360 to $395
         Manager                              $310 to $340
         Senior Consultant                    $275 to $305
         Consultant                           $210 to $230      

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

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey   
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on Nov. 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
listed $108,287,046 in assets and $84,585,230 in debts.


MAGELLAN MORADA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Magellan Morada Investments, L.P.
        3030 North Central #1406
        Phoenix, Arizona 85012

Bankruptcy Case No.: 06-00159

Chapter 11 Petition Date: January 25, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Mark B. Pyper, Esq.
                  Owens & Pyper PLC
                  3030 North Central Avenue, Suite 1406
                  Phoenix, Arizona 85012
                  Tel: (602) 265-4800
                  Fax: (602) 265-0005

Total Assets: $1,903,072

Total Debts:    $110,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Law Offices of Greg J. Ryan      Legal Services         $50,000
1010 2nd Avenue, Suite 2500
San Diego, CA 92101

Walker & Schian, P.A.            Legal services         $45,000
3550 North Central Avenue
Suite 1500
Phoenix, AZ 85012

Norling, Kolsrud,                Legal Services         $10,000
Sifferman & Davis, PLC
c/o Mark Sifferman, Esq.
16427 North Scottsdale Road
Suite 210
Scottsdale, AZ 85254

Biltmore Associates, L.L.C.      Receiver services       $5,000
c/o Christopher Kaup
2525 E. Camelback Road, 3rd Floor
Phoenix, AZ 85016


MAGRUDER COLOR: Exclusive Plan-Filing Period Stretched to Feb. 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended,
until Feb. 28, 2006, the period within which Magruder Color
Company, Inc., and its debtor-affiliates have the exclusive right
to file a chapter 11 plan.  The Court also extended until Apr. 27,
2006, the period in which the Debtors can solicit acceptances of
that plan.

As previously reported in the Troubled Company Reporter, the
Debtors sought these extensions to:

    i) avoid premature formulation of a Chapter 11 plan; and

   ii) ensure that the formulated plan takes into account the
       interests of the Debtors, their estates and creditors.

The extension, the Debtors related, will provide them with more
time to focus on a plan of reorganization after their asset sale
has been consummated.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic    
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MEDISCIENCE TECH: Balance Sheet Upside-Down by $1.4MM at Nov. 30
----------------------------------------------------------------
Mediscience Technology Corp. delivered its financial results for
the quarter ended Nov. 30, 2005, to the Securities and Exchange
Commission on Jan. 19, 2006.

Mediscience incurred a $564,442 net loss for the three-months
ended Nov. 30, 2005, as compared to a $623,061 net loss for the
same period in the prior year.  The Company reported zero revenues
for the quarter as it continued to focus on the development of
medical diagnostic instruments that detect cancer in humans using
a light-based technology.

At Nov. 30, 2005, the Company's balance sheet showed $1,504,703 in
total assets and liabilities of 2,989,658, resulting in a
stockholders' deficit of $1,484,955.  

The Company had a $2,748,000 working capital deficit at Nov. 30,
2005, versus a $2,180,000 working capital deficit at Feb. 28,
2005.

                       Going Concern Doubt

Mediscience has no revenues, incurred significant losses from
operations, has an accumulated deficit and a highly leveraged
position that raises substantial doubt about its ability to
continue as a going concern.

Cogan Sklar LLP expressed substantial doubt about Mediscience
Technology's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm pointed to the Company's
zero revenues in fiscal year 2005, significant losses from
operations, negative working capital and accumulated deficits.

The Company's former independent auditors, Parente Randolph, LLC,
expressed a similar going concern opinion after auditing the
Company's financials statements for the fiscal years ended Feb.
29, 2004 and Feb. 28, 2003.

                     Material Weakness

Mediscience's management identified these material  weaknesses in
the Company's internal controls during the quarter ended Nov. 30,
2005:

    a) the Company's dependence on external legal counsel and an
       accounting consultant for financial accounting and
       reporting functions;

    b) the lack of proper segregation of duties over the
       authorization and approval of transactions;

    c) the insufficient analysis,  documentation and review of the
       selection and  application of generally accepted accounting
       principles of significant non-routine transactions,
       including the  preparation  of financial statement
       disclosures;

    d) insufficient internal control policies and procedures over
       reviewing formal vendor and other agreements;

    e) the Company's lack of a formal budgeting process; and

    f) informal policies and procedures.

               About Mediscience Technology

Mediscience Technology Corp. -- http://medisciencetech.com/-- and   
its New York subsidiary, Medi-photonics Development Company LLC,
is engaged in the design, development and commercialization of
medical devices that detect cancer and physiological change using
frequencies of light that are emitted, scattered and absorbed to
distinguish malignant, precancerous, or benign tissues from normal
tissues.


METPROTECH INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Metprotech, Inc.
        1801 Home Avenue
        Dayton, Ohio 45417

Bankruptcy Case No.: 06-40813

Type of Business: The Debtor specializes in zinc
                  plating & phosphate coating.  See          
                  http://www.metprotech.com/

Chapter 11 Petition Date: January 24, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Marci B McIvor

Debtor's Counsel: Michael I. Zousmer, Esq.
                  Nathan, Neuman & Nathan, P.C.
                  260 Franklin Center
                  29100 Northwestern Highway, Suite 260
                  Southfield, Michigan 48034
                  Tel: (248) 351-0099
                  Fax: (248) 351-0487

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
All Star Chemical Co.                            $82,230
275 Old County Line Road, Suite E
Westerville, Ohio 43081

Chemical Services, Inc.                          $66,304
2600 Thunderhawk Court
Dayton, Ohio 45414

Interstate Gas Supply                            $38,401
P.O. Box 631919
Cincinnati, Ohio 45263

Heritage Environment                             $35,865

Vectren Energy Delivery                          $31,406

Derby Chemical, Inc.                             $29,730

Water & Wastewa                                  $18,000

Macdermid Incorporation                          $17,251

W.W. Grainger, Inc.                              $16,028

Griffin, Smalley & Wilkerson                     $15,677

Thomas Publishing Company LLC                    $15,526

City of Dayton                                   $14,771

Hardwood Line Mfg.                               $13,437

Acme Machine Automatics, Inc.                    $13,267

Krendal Rack Co., Inc.                           $12,333

Spartan Metal Finishing                           $9,454

Ferguson Construction                             $8,539

Dayton Power & Light                              $7,858

Unifiest Corporation                              $7,698

MPT Realty                                        $7,640


MIRANT CORP: Equity Panel Wants Peter J. Solomon's $3.4M Fee Paid
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Mirant Corporation and its debtor-affiliates' chapter 11 cases
seeks Judge Michael D. Lynn's permission to implement its
Court-approved fee agreement with Peter J. Solomon Company and
award the firm $3,400,000 as value-added incentive fee.

The incentive fee is on top of the firm's $7,390,735 total
compensation calculated based on the hourly rates of its
professionals.

The Court approved the Fee Agreement on November 25, 2003.  But
the Court noted that with respect to the Value-Added Fee, it
would be based on reasonableness and may be sought based on
calculations in accordance with the firm's Retention Letter.

The Equity Committee asserts that it is appropriate and
reasonable for the Solomon Company to receive an incentive-based
fee in light of the tremendous amount of work it performed, the
skill with which it performed, and the resulting value afforded
to shareholders.

"[The Solomon Company] worked 'around the clock' in preparation
for the Valuation Trial -- synthesizing its own analyses that it
had developed throughout the cases, and analyzing the materials
prepared by the experts on behalf of the other parties in
interest," Eric J. Taube, Esq., at Hohmann, Taube & Summers,
L.L.P., in Austin, Texas, notes.

Pursuant to the terms of the Fee Agreement, if the value of
equity distributions exceeds $400,000,000, then the Solomon
Company will receive a $1,000,000 Value Added Fee, plus 0.40%
of the value of equity distributions above $400,000,000.

Rather than endure the delay and difficulties in calculating
the Value-Added Fee according to the formulaic terms of the
Retention Letter Agreement, the Equity Committee wants the Court
to fix the Value Added Fee pursuant to its own calculation of the
minimum value to be distributed to Equity Holders.  The Equity
Committee believes that the value of the 3.75% distribution of
the Debtors' stock, plus the warrants representing the right to
purchase 10% of the Debtors' stock and the Litigation Proceeds
total approximately $1,000,000,000.

The $1,000,000,000 is well supported by the current market for
the Debtors' 400,000,000 shares outstanding, plus the value that
the Equity Committee believes likely will be realized through the
Litigation Proceeds.

The Equity Committee also asks the Court to:

   a. approve all amounts previously paid to the Solomon Company
      pursuant to the Retention Order; and

   b. fix, for purposes of the firm's Value Added Fee, the Post-
      Confirmation Equity Distribution Value at $1,000,000,000.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 91 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: Court Approves Intercompany Services Agreements
------------------------------------------------------------
Pursuant to Judge Michael D. Lynn's Order confirming Mirant
Corporation and its debtor-affiliates' Plan of Reorganization,
Mirant New York, Inc., Mirant Lovett, LLC, Mirant Bowline, LLC,
Hudson Valley Gas Corporation, and Mirant NY-Gen, LLC, will remain
under bankruptcy protection for further reorganization.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, tells the Court that the Excluded Debtors will continue to
require certain service functions and trading services
notwithstanding the Confirmation Order.  These functions and
services were historically provided by Mirant Services, LLC, and
Mirant Americas Energy Marketing, LLC.

Mr. Prostok explains that since the Debtors do not have the
corporate infrastructure to provide the Service Functions and the
Trading Functions, an intercompany agreement is necessary.

Hence, the Excluded Debtors sought and obtained the U.S.
Bankruptcy Court for the Northern District of Texas' authority to
enter into intercompany service agreements with:

    -- Mirant Services relating to Service Functions; and

    -- Mirant Americas Energy Marketing, LP, and Mirant Energy
       Trading, LLC, as MAEM's assignee under the Plan, relating
       to Trading Services.

Specifically, Mirant Services will provide:

    a. Executive management services and advice;

    b. Operations, maintenance, engineering, and construction
       services relating to power generating facilities, and power
       transmission or distribution assets, if any;

    c. Environmental, health and safety services and advice in
       connection with Energy Assets;

    d. Contract administration, risk management, credit, strategic
       planning, investment evaluation and, at Service Recipient's
       direction, trading, marketing, and scheduling, services and
       advice in connection with a Debtor's business, including
       providing advice and recommendations regarding purchases of
       fuel for and sales of electricity and related products from
       its Energy Assets;

    e. Bookkeeping, accounting and auditing services and advice,
       including the preparation and analyses of financial
       statements and operating reports and the establishment of
       accounting systems and procedures;

    f. Finance and treasury services and advice, including the
       preparation of short and long range financial plans and
       budgets, the issuance of securities, the negotiation and
       structuring of financing arrangements, and the banking and
       investment of surplus funds;

    g. Tax advice and assistance, including the preparation of
       federal, state and local income and other tax returns and
       the preparation of protests, claims and briefs and other
       matters in connection with any applicable taxes,
       governmental fees or assessments;

    h. Insurance, bonding and risk management advice and
       assistance, including negotiating contracts with insurers,
       trustees and actuaries and placing insurance policies;

    i. Legal services and advice;

    j. Procurement services and advice;

    k. Information systems services, materials and advice;

    l. Office space and resources;

    m. Human resources services and advice;

    n. Services relating to communications and public relations;

    o. Investor relations services; and

    p. Services and advice regarding government and regulatory
       affairs.

MAEM or MET will provide trading services including fuel
procurement, power dispatch, logistics, asset hedging and risk
management and optimization trading.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue Nos. 89 & 90 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: MC Asset Recovery Unit to Litigate Avoidance Actions
-----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates, the Official
Committee of Unsecured Creditors, and the Official Committee of
Equity Holders have discussed the details of:

    * the transfer of certain causes of action to New Mirant;

    * the transfer of the designated Avoidance Actions to the
      Litigation Sub, a special purpose subsidiary, which will
      have sole power and control over the manner in which the
      Designated Avoidance Actions are prosecuted, settled or
      otherwise liquidated; and

    * the formation of the Litigation Sub and related issues.

The Debtors, the Mirant Committee and the Equity Committee are
very close to finalizing the by-laws and charter documents for
the Litigation Sub.  The parties determined that an additional
implementation order from the Court to effect certain provisions
of the Plan and the Confirmation Order consistent with the
formation documents is necessary.

At the Debtors' behest, Judge Michael D. Lynn of the U.S.
Bankruptcy Court for the Northern District of Texas gave an order
providing that that all Causes of Action, including Avoidance
Actions, will be transferred first to MC Asset Recovery, LLC,
Mirant Corporation's litigation subsidiary.  Accordingly, the
Court authorizes Mirant to enter into a limited liability company
agreement with MC Asset Recovery.  

New Mirant and MC Asset Recovery are designated as
representatives of the Debtors and their estates.  They have the
"exclusive" right to enforce, prosecute, and settle Causes of
Action notwithstanding the occurrence of the Effective Date.

              MC Asset Recovery Directors Appointed

The Debtors appointed three individuals as the initial members of
the board of directors for the Litigation Sub: Mike Willingham,
Mark Holliday and Steve Gidumal.

A full-text copy of the LLC Agreement between MC Asset Recovery
and Mirant Corporation dated January 3, 2006, is available for
free at http://bankrupt.com/misc/MirantMCAssetContract.pdf

Pursuant to the Debtors' Plan of Reorganization and the
Confirmation Order, MC Asset Recovery is designated as a
representative of the Debtors and their estates under Sections
1123(4)(5), (a)(7) and (b)(3)(B) of the Bankruptcy Code.

MC Asset Recovery will have the Debtors' rights and powers under
Section 1107 with respect to certain designated avoidance
actions.  MC Asset Recovery will prosecute, settle or liquidate
the Designated Avoidance Actions in a manner that will maximize
the proceeds from those Actions.  It will have sole power and
control over the manner in which the Designated Avoidance Actions
will be prosecuted, settled or otherwise liquidated, including,
without limitation, the selection of professionals and the terms
on which those professionals maybe retained.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue Nos. 89 & 91 Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MORGAN STANLEY: Moody's Holds Junk Rating on $4.8 Million Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 11 classes of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series
1999-WF1 as:

    * Class A, $464,772,117, Fixed, affirmed at Aaa
    * Class X, Notional, affirmed at Aaa
    * Class B, $48,425,000, Fixed, affirmed at Aaa
    * Class C, $43,583,000, Fixed, upgraded to Aa2 from Aa3
    * Class D, $9,685,000, WAC, upgraded to Aa3 from A1
    * Class E, $29,056,000, WAC, affirmed at Baa1
    * Class G, $9,685,000, WAC, affirmed at Ba1
    * Class H, $19,370,000, Fixed, affirmed at Ba2
    * Class J, $7,264,000, Fixed, affirmed at Ba3
    * Class K, $8,232,000, Fixed, affirmed at B1
    * Class L, $12,107,000, Fixed, affirmed at B2
    * Class M, $4,842,000, Fixed, affirmed at B3
    * Class N, $4,843,000, Fixed, affirmed at Caa2

As of the Jan. 17, 2006 distribution date, the transaction's
aggregate balance has decreased by approximately 29.1% to $686.9
million from $968.5 million at securitization.  The Certificates
are collateralized by 231 mortgage loans ranging in size from less
than 1.0% to 5.2% of the pool, with the top 10 loans representing
24.5% of the pool.  Twelve loans, representing 4.1% of the pool,
have defeased and have been replaced with U.S. Government
securities.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $615,000.  There are no loans in
special servicing at this time.

Moody's was provided with year-end 2004 operating results for
100.0% of the pool and partial year 2005 operating results for
65.0% of the pool, excluding the defeased loans.  Moody's loan to
value ratio is 70.1%, compared to 73.5% at Moody's last full
review in July 2004 and compared to 78.5% at securitization.  The
upgrade of Classes C and D is due to increased subordination
levels and improved overall pool performance, despite the poor
performance of the two largest loans in the pool, which are
discussed below.

The top three loans represent 13.6% of the outstanding pool
balance.  The largest loan is the Golf Mill Shopping Center Loan
($36.8 million - 5.4%), which is secured by 751,000 square feet of
a 990,000 square foot regional mall located approximately 15 miles
northwest of Chicago in Niles, Illinois.  The center is anchored
by:

   * J.C. Penney (Moody's senior unsecured rating Ba1; on review
     for possible upgrade);

   * Sears (Moody's long term issuer rating Ba1; stable outlook);
     and

   * Kohl's and Target (Moody's senior unsecured rating A2;
     positive outlook).

The property's performance has been impacted by a decline in
revenue and increased operating expenses.  Occupancy of the in-
line shops is 55.0%, compared to 58.3% at last review and compared
to 65.0% at securitization.  The loan is on the master servicer's
watchlist for debt service coverage below 1.0x.  Moody's LTV is in
excess of 100.0%, the same as at last review.

The second largest loan is the Silvertree Hotel & Wildwood Lodge
Loan ($30.4 million - 4.4%), which is secured by two adjacent full
service hotels located approximately 12 miles northwest of Aspen
in Snowmass Village, Colorado.  The two properties contain 410
rooms.  The performance of the hotels has declined significantly
since securitization but performance has been stable since
Moody's last review.  For the trailing 12-month period ending
Dec. 31, 2004, RevPAR for the two hotels was $65.57, compared to
$65.13 at last review.  The loan is on the servicer's watchlist
for low debt service coverage.  Moody's LTV is in excess of
100.0%, the same as at last review.

The third largest loan is the Galleria Palms Apartments Loan
($26.5 million - 3.8%), which is secured by a 568-unit apartment
complex located in Tempe, Arizona.  The property is 95.0%
occupied, compared to 89.8% at last review.  Moody's LTV is 87.4%,
compared to 89.8% at last review.

The pool's collateral is a mix of:

   * multifamily (30.3%),
   * retail (25.7%),
   * industrial and self storage (19.7%),
   * office (11.8%),
   * lodging (7.4%),
   * U.S. Government securities (4.1%), and
   * mixed use (1.0%).

The collateral properties are located in 26 states.  The highest
state concentrations are:

   * California (42.6%),
   * Texas (10.6%),
   * Illinois (6.7%),
   * Colorado (5.3%), and
   * Arizona (4.7%).

Approximately 62.6% of the properties located in California are in
the southern portion of the state (25.8% of the pool) with the
remaining 37.4% located in the northern portion of the state
(15.4% of the pool).  All of the loans are fixed rate.


MUSICLAND HOLDING: Court Grants Priority to Intercompany Claims
---------------------------------------------------------------
As a result of Musicland Holding Corp. and its debtor-affiliates
maintaining business relationships with each other and non-
debtors, there are numerous types of intercompany activities that
create intercompany receivables and payments made in the ordinary
course of the Debtors' businesses including:

    * inventory,
    * purchases by customers,
    * credit card receivables, and
    * centrally billed expenses.

In many instances, the Debtors' funds are commingled throughout
the Cash Management System.  Accordingly, at any given time, there
may be Intercompany Claims owing by one Debtor to another.

In addition, the Debtors engage in certain usual and customary
business practices that govern the various intercompany
relationships among the Debtors.  Those practices include
Musicland Purchasing Corp.'s payment of some expenses of the other
Debtors, including the payment of utility bills, supply costs and
payroll.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, New York, the Debtors maintain, and will continue to
maintain, records of all fund transfers and can ascertain, trace
and account for all Intercompany Transactions.

If the Intercompany Transactions were to be discontinued, the
Cash Management System and related administrative controls would
be disrupted to the detriment of the Debtors.

Pursuant to Sections 503(b)(1) and 364(b) of the Bankruptcy Code,
the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to grant all postpetition Intercompany Claims
against a Debtor by another Debtor administrative priority expense
status to ensure that each individual Debtor will not fund the
operations of another entity at the expense of its creditors.

If Intercompany Claims are accorded administrative priority
expense status, each entity utilizing funds flowing through the
Cash Management System should continue to bear ultimate repayment
responsibility for those ordinary course transactions.

Furthermore, the Debtors seek the Court's permission to continue
performing under their intercompany arrangements.

                           *     *     *

Pursuant to Section 364(b) of the Bankruptcy Code, the Court
grants all postpetition Intercompany Claims administrative
priority status as specified in Sections 503(b) and 507(a)(1) of
the Bankruptcy Code.

The Court permits the Debtors to continue performing and honoring
their obligations and commitments under their Intercompany
Arrangements.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


MUSICLAND HOLDING: Gets OK to Pay Prepetition Employee Obligations
------------------------------------------------------------------
As of the Petition Date, Musicland Holding Corp. and its debtor-
affiliates employ 12,688 employees -- 11,316 are hourly employees
while 1,355 are salaried employees.

The Debtors' Employees perform a variety of critical functions.
The Employees' skills, knowledge and understanding of the
Debtors' infrastructure, operations and customer relations are
essential to the effective reorganization of the Debtors'
businesses.

Thus, the Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to:

    (a) continue to honor various prepetition claims for wages,
        salaries, commissions, overtime pay and other unpaid
        compensation;

    (b) continue to honor severance programs, field and corporate
        management incentive programs, and offer a modified
        incentive plan for corporate management;

    (c) continue to provide all employee health benefits and all
        other employee benefits; and

    (d) pay related costs and expenses.

                       Employee Obligations

The Debtors' average aggregate monthly compensation for Employees
is $11,000,000.  The vast majority of Employees are paid in
arrears on a bi-weekly basis.

Some the Debtors' Employees have not been paid all of their
prepetition wages because most of the Debtors' Employees are paid
in arrears.  In addition, compensation may be due and owing as of
the Petition Date because:

    -- some discrepancies may exist between the amounts paid and
       the amounts Employees or others believe should have been
       paid;

    -- some payroll checks issued to Employees prior to the
       Petition Date may not have been presented for payment or
       cleared the banking system and accordingly, have not been
       honored and paid as of the Petition Date; and

    -- variations occur in the Debtors' various payroll schedules.

As of the Petition Date, $6,000,000 in accrued wages, salaries,
overtime pay, commissions and other compensation earned prior to
the Petition Date remains unpaid to Employees.

The Debtors offer a holiday bonus to store and support center
Employees for the November and December sales period.  Under the
Holiday Bonus program, store and support center teams are given
bonus incentives to surpass sales or operational goals for the
November to December sales period.  For fiscal year 2006, the
Holiday Bonus payout is $55,000.

The Debtors also offer bonuses to store Employees under its
Retail Management Incentive Plan to reward those Employees for
performance, meeting various profitability or operational goals,
and other actions that benefit the Debtors.

If an Employee is terminated without cause, the Employee may
receive a prorated Field Management Incentive Plan bonus in
quarterly increments.  Historically, the Debtors have paid
approximately $2,000,000 in Field Management Incentive Plan
bonuses and $1,000,000 has been earned but remains unpaid as of
the Petition Date.

In addition, eight of the Debtors' Employees, in nine stores in
New York and New Jersey, are represented by a union, Teamsters
Local 210.  The terms of those Union Employees' employment are
governed by a collective bargaining agreement.

Before filing for bankruptcy, the Debtors initiated a retention
and severance program in connection with their "going out of
business" sales at several Sam Goody and Suncoast stores.  The
Debtors initiated the Shrink Plan to retain store managers and
incentivize them through store closing dates.  Under the Shrink
Plan, each store manager will be eligible to receive a $500 bonus.  
The cost of the Shrink Plan will vary depending on the number of
store closures and is currently estimated to range between
$150,000 and $186,000.

In addition, during each applicable pay period, the Debtors
routinely deduct certain amounts from paychecks and forward those
amounts to various third party recipients.  On average, the
Debtors have historically deducted $120,000 from the Employees'
paychecks per applicable payroll period.  However, due to the
commencement of the Chapter 11 Cases, those funds were deducted
from Employees' earnings, but may not have been forwarded to the
appropriate third party recipients prior to the Petition Date.

Furthermore, the Debtors reimburse Employees for certain expenses
incurred on the Debtors' behalf in the scope of their employment.
The out-of-pocket Reimbursable Expenses are reimbursed one to two
weeks after the Employee submits his or her expense report.
Around 300 Employees have Wells Fargo Visa credit cards, which
they generally charge the Reimbursable Expenses with.  The
Debtors reimburse Wells Fargo directly for charges on the
Corporate Cards through their concentration account maintained at
Wells Fargo.  As of the Petition Date, Wells Fargo holds a $75,000
security deposit.

                         Employee Benefits

(A) Medical, Dental and Vision Plans

     The Debtors offer insurance policies to their Employees for
     medical and dental insurance coverage:

        * United HealthCare Self-Insured Plan,
        * Hawaii Medical Services Association and Medical Card
        * Employee-Sponsored Ameritas Dental Plan,
        * Delta Dental of Puerto Rico, and
        * Employee-Sponsored Vision Plan.

     In addition, the Debtors purchase stop-loss coverage through
     Symetra Life Insurance Company for the self-insured plans in
     order to cap the Debtors' exposure for individuals at
     $200,000 per year.  The Stop Loss Coverage costs the Debtors
     $29,000 per month.

(B) Workers' Compensation

     Pursuant to state laws, the Debtors must maintain Workers'
     Compensation Programs to ensure prompt and efficient payment
     and reimbursement to their Employees.  The Workers'
     Compensation Programs are utilized to make those payments as
     claims arise.  Certain benefits under the Workers'
     Compensation Programs are yet to be fully paid, and certain
     claims are yet to be resolved.

     The costs associated with the Debtors' Workers' Compensation
     Programs are estimated to be $1,255,000 in 2005.

(C) Vacation, Sick Pay and Holidays

     Employees can roll-over up to 80 hours of Vacation Time each
     year.  As of the Petition, the Debtors estimate that they had
     $4,000,000 in unpaid Vacation Time.

     Sick Leave is not paid upon termination.

     The Debtors' full-time, corporate and field management
     Employees are eligible to receive up to 10 paid holiday days
     per year.  Employees cannot roll over unused holidays into
     subsequent years, and holidays do not get paid out upon
     termination.

(D) 401(k) Savings Plans

     The 401(k) Plan provides for automatic pre-tax salary
     deductions of eligible compensation up to the limits set by
     the Internal Revenue Code.  Approximately 500 active
     Employees participate in the 401(k) Plan, and the approximate
     monthly amount withheld from Employees' paychecks totals
     $81,500.

(E) Relocation Expenses

     The Debtors reimburse relocation expenses for field and
     corporate Employees relocating for business purposes.
     Historically, the Debtors have reimbursed $385,000 per year
     for Relocation Expenses.  To implement its Relocation Expense
     policy, the Debtor use an outside vendor -- which the Debtor
     reimburses weekly -- that advances relocation funds for home
     closing costs, transportation, and other moving costs.

(F) Severance

     The amount of severance paid by the Debtors will vary
     depending on store closures and other staff reductions, which
     the Debtors have not yet conclusively determined.  However,
     the Debtors estimate that between the Petition Date and the
     first week of February, they would be paying severance
     totaling $2,000,000 to more than 125 employees who have been
     employed with the Debtors from between one to 24 years.

(G) Other Employee Benefits

     (1) Life Insurance and Supplemental Life Insurance

         The Debtors provide primary life insurance coverage
         through UNUM Provident to 2,700 Employees.  That costs
         the Debtors $140,000 per year.  Employees may also
         receive supplemental life insurance.

     (2) Disability

         The Debtors provide Employees with short-term and long-
         term disability benefits.  The Debtors' portion of the
         costs total $11,200 per month.

     (3) Flexible Spending

         The Debtors offer their employees the ability to
         contribute a portion of their compensation into flexible
         spending accounts for health and dependent care through
         HR Simplified.  Approximately 124 Employees participate
         in the Flexible Spending Program, which costs the Debtors
         less than $5,000 per year.

     (4) Group Travel Accident Insurance

         The Debtors also provide accident insurance coverage for
         Employees while traveling on official company business.
         The coverage premiums cost $2,600 per year.

     (5) Employee Assistance Program

         Through the Debtors' Employee Assistance Program
         administrator, the Debtors' Employees have access to
         counseling on various issues ranging from work and career
         issues to personal concerns.  The EAP costs the Debtors
         $4,700 per month.

     (6) D&O Coverage

         The Debtors maintain premium-based directors' and
         officers' liability insurance policies with National
         Union Fire Insurance Company of Pittsburgh.  The annual
         premiums for the D&O Policies cost $107,000.  As of the
         Petition Date, the Debtors do not believe that they owe
         any prepetition premiums for the D&O Policies.  The
         Debtors will continue their D&O Policies and in an
         abundance of caution, seek a final, first-day order
         giving them authority to pay prepetition amounts
         outstanding.

(H) Corporate MIP

     The Debtors pay corporate Employees under the Management
     Incentive Program for performance meeting various
     profitability or operational goals.

     For fiscal year 2006, the Debtors have not, to date, made any
     Corporate MIP payments.  The Debtors also did not make any
     Corporate MIP payouts for fiscal year 2005.

     Thus, the Debtors seek authority to continue and honor any
     prepetition obligations owed under the Corporate MIP.

     The Debtors also seek to enhance the Corporate MIP solely for
     fiscal year 2006, to properly reward certain regular, full-
     time officers, directors, managers, and specifically
     identified individual contributors that have and will
     continue to play a critical role in the Debtors'
     restructuring.

     Under the modified Corporate MIP, the Debtors propose to pay
     25% of the current Corporate MIP fiscal year 2006 Target
     Bonuses to the Eligible Employees.  In addition, the Modified
     Corporate MIP will reward the Eligible Employees for their
     efforts in the Debtors' restructuring.

     The Debtors believe that Modified Corporate MIP is critical
     to their postpetition compensation structure to properly
     incentivize the Eligible Employees that will be formulating
     and implementing the initiatives necessary for the Debtors to
     accomplish their financial and operational goals during their
     Chapter 11 Cases.

                           *     *     *

On a final basis, Judge Stuart Bernstein permits the Debtors to
honor the Employee Wages and Benefits in accordance with the
Debtors' stated policies and prepetition practices, including:

    * the Unpaid Compensation,
    * the Medical and Dental Insurance,
    * the Stop Loss Coverage,
    * the Workers' Compensation Programs,
    * Vacation Time, Sick Leave, Holiday Bonus,
    * the Additional Employee Benefits, and
    * the D&O Policies.

On an interim basis, Judge Bernstein authorizes the Debtors to
honor all obligations under the Holiday Bonus, the Shrink Plan and
the Severance Program.

Moreover, the Debtors are authorized to:

    * continue reimbursing the Reimbursable Expenses in accordance
      with their stated policies and prepetition practices;

    * modify their prepetition policies as they deem appropriate;

    * pay all Reimbursable Expenses that accrued prepetition, and
      accrued postpetition but relate to the prepetition period;

    * continue to contract with Wells Fargo for services relating
      to the Corporate Cards under the same or similar conditions
      to those in place prepetition; and

    * continue to allocate and distribute the Deductions and the
      Payroll Taxes in accordance with their stated policies and
      prepetition practices.

Judge Bernstein will consider approval of the Relocation Expenses,
the Filed MIP, the Corporate MIP and the Modified Corporate MIP at
a later date.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


MUSICLAND HOLDING: Filing Schedules & Statements by March 28
------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, a debtor is required,
within 15 days from the Petition Date, to file with the court a
schedule of assets and liabilities and a statement of financial
affairs.

Musicland Holding Corp. has 33,000 creditors.  Moreover, the
conduct and operation of the Debtors' business operations require
the Debtors to maintain voluminous books and records and complex
accounting systems.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, in New York, because of the size and complexity of the
Debtors' business operations, the number of creditors, and the
fact that certain prepetition invoices have not yet been entered
into the Debtors' financial accounting systems, the Debtors have
not finished compiling their Schedules and Statements.

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York for a 60-day extension to complete their
Schedules and Statements.

The Debtors further request that the extension be without
prejudice to their right to seek further extensions or a waiver
of the requirement for filing certain schedules.  In addition, the
Debtors will work with the Office of the United States Trustee and
any subsequently appointed creditors' committee to make available
sufficient financial data and creditor information to permit at
least an initial Section 341 meeting to be timely held.

                           *     *     *

Judge Stuart M. Bernstein extended the deadline for the Debtors to
file their Schedules and Statements to March 28, 2006.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NEW WORLD: Chapter 15 Petition Summary
--------------------------------------
Petitioner: Mark W.R. Smith
            Provisional Liquidator

Debtor: New World Network International, Ltd.
        Clarendon House
        2 Church Street, Hamilton HM11
        Bermuda

Case No.: 06-10157

Type of Business: The Debtor is a holding company for the New
                  World Group of companies, an independent,
                  privately-held telecommunications group.
                  Through a number of its direct and indirect
                  subsidiaries, the New World Group owned
                  and operated an optical fiber submarine cable
                  system called the Americas Region Cable Ring
                  System or ARCOS, as well as some other assets.
                  ARCOS is an 8,600km high capacity undersea
                  digital broadband fiber optic network that
                  connects the United States with Puerto Rico
                  and other countries in Central America, South
                  America and the Caribbean.

Chapter 15 Petition Date: January 26, 2006

Court: Southern District of New York (Manhattan)

Petitioner's U.S. Counsel: Ingrid Bagby, Esq.
                           Cadwalader, Wickersham & Taft LLP
                           One World Financial Center
                           New York, New York 10281
                           Tel: (212) 504-6000
                           Fax: (212) 993-2747

Petitioner's Counsel
In Bermuda:                Robin J. Mayor, Esq.
                           Conyers, Dill & Pearman

Estimate Assets: Less than $50,000

Estimate Debts:  Less than $50,000


NOVA CHEMICALS: Posts $68 Million Net Loss in 2005 Fourth Quarter
-----------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) reported a net loss
of $68 million for the fourth quarter of 2005.  The net loss from
the two businesses was $20 million.

The quarter's net loss compares to a net loss of $105 million for
the third quarter of 2005.  In the fourth quarter of 2004, NOVA
Chemicals reported net income of $162 million.

In the fourth quarter, a turnaround for maintenance and
modernization work at the Corunna, Ontario flexi-cracker was
extended primarily due to a series of problems with new equipment.  
The after-tax impact of the outage in the fourth quarter is
estimated to be approximately $70 million.

On Jan. 19, 2006, NOVA Chemicals reported the closure of its
Chesapeake, Virginia site, including solid polystyrene production
capacity of 300 million pounds per year and compounding capability
of 170 million pounds per year.  NOVA Chemicals expects to reduce
costs by approximately $15 million per year and lower working
capital needs. In the fourth quarter, non-cash, after-tax charge
of $46 million was taken.

For the full year 2005, NOVA Chemicals reported a net loss of
$104 million compared with net income of $252 million in 2004.

"In the fourth quarter we experienced a number of turnaround
problems at the Corunna ethylene cracker that were outside of our
control," Jeff Lipton, NOVA Chemicals' President and CEO, said.  
"We are using every internal and external resource available to us
to correct the start up issues.  We expect 2006 and 2007 to be
much more rewarding for NOVA Chemicals and our peers.  In stark
contrast to the start of last year, our industry begins 2006 with
very low producer and customer inventory levels in just about
every market place, while fundamental demand continues to grow."

NOVA Chemicals Corporation -- http://www.novachemicals.com/--         
produces ethylene, polyethylene, styrene monomer and styrenic    
polymers, which are used in a wide range of consumer and    
industrial goods.  NOVA Chemicals manufactures its products at 18    
operating facilities located in the United States, Canada, France,    
the Netherlands and the United Kingdom.  The company also has five    
technology centers that support research and development    
initiatives. NOVA Chemicals Corporation shares trade on the    
Toronto and New York stock exchanges under the trading symbol NCX.  

                          *     *     *

As reported in Troubled Company Reporter on Nov. 01, 2005,
Fitch Ratings affirms NOVA Chemicals Corporation's issuer default
rating and senior unsecured debt rating at 'BB+'.  At the same
time, Fitch affirms the senior secured credit facility rating at
'BBB' and assigned a 'BB+' to the proposed offering of $400
million in new senior floating notes due 2013.  Fitch also
assigned a 'BBB' rating to the series A preferred shares.  The
ratings apply to approximately $1.9 billion of debt.  The Rating
Outlook remains Stable.


OWENS CORNING: Bondholders Want CSFB, et al.'s Claims Subordinated
------------------------------------------------------------------
The Official Representatives of the Bondholders and Trade
Creditors appointed in the chapter 11 cases of Owens Corning and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to:

    (1) equitably subordinate the claims of Credit Suisse First
        Boston and other banks against Owens Corning Corporation
        to those of bondholders and trade creditors as well as
        equitably subordinate the Guarantee claims of Credit
        Suisse against certain Owens Corning debtor subsidiaries
        to the claims of Owens Corning against the subsidiaries,
        for the benefit of Owens Corning's creditors;

    (2) equitably subordinate the Non-Debtor Guarantors' claims
        against Owens Corning to those of the Bondholders and
        Trade Creditors;

    (3) pierce the corporate veil of Owens Corning's alter ego
        affiliates, together with an order making each alter ego's
        assets available to the Owens Corning's creditors; and

    (4) equitably subordinate all Bank Defendants' claims against
        the merged Owens Corning enterprise to those of the
        Bondholders and Trade Creditors, in the event the request
        for corporate veil piercing is granted with respect to any
        of Owens Corning's Non-Debtor subsidiaries.

As of December 31, 1996, Owens Corning publicly estimated its
total liabilities in respect of indemnity and defense costs
associated with pending and unasserted asbestos personal injury
claims to be $1,197,000,000 while it estimated its insurance
recoveries in respect of the claims to be $554,000,000, and its
estimated asbestos liabilities net of insurance accordingly were
$643,000,000.

On June 26, 1997, the Banks extended financing to Owens Corning
of up to $2,000,000,000 pursuant to a credit agreement, which
created a credit facility for the Debtors to purchase Fibreboard
Corporation.  At that time, Fibreboard had a $1,800,000,000
insurance trust created for the purpose of compensating persons
claiming, or expected to claim, damages from Fibreboard arising
out of its use of asbestos in its products.

Owens Corning believed that its acquisition of the Fibreboard
trust would provide increased negotiating leverage with counsel
to the Asbestos Official Representatives who had filed claims
against Fibreboard and Owens Corning.  Furthermore, Owens Corning
believed that some of the assets of the Fibreboard trust could,
directly or indirectly, be made available to pay asbestos claims
against Owens Corning as well.

Certain Owens Corning subsidiaries guaranteed Owens Corning's
obligations under the Credit Facility to the Bank Defendants.
The Bank Defendants have taken the position that, by virtue of
these upstream Guarantees by Owens Corning's subsidiaries, their
claims are structurally senior to, and entitled to priority over,
all other unsecured claims against the Debtors.  Moreover, the
Banks have maintained that in negotiating for the Guarantees,
they always intended to obtain structural seniority over the rest
of Owens Corning's general unsecured obligations.

                           Bond Offerings

About a year after the creation of the Credit Facility, some of
the Bank Defendants acted as underwriters for certain Owens
Corning bond offerings, which they underwrote primarily to
generate funds to pay down Owens Corning's indebtedness under the
Credit Facility.  CSFB, which was the agent for the participating
banks in the 1997 Credit Facility, also served as the lead
underwriter on these bond offerings.

Francis A. Monaco Jr., Esq., at Monzack & Monaco PA., in
Wilmington, Delaware, tells the Court that despite the Banks'
alleged prior knowledge that Owens Corning's indebtedness under
the Credit Facility would rank senior to its Bond Debt by virtue
of the Guarantees, the Bank Underwriters, Owens Corning and the
Guarantors misrepresented in various prospectuses in connection
with the bond offerings that Owens Corning's Bond Debt would be
unsubordinated and rank equally and ratably with Owens Corning's
Bank Debt.

The Bondholders and Trade Creditors reasonably relied on the
false public statements of the Bank Underwriters, Owens Corning
and the Subsidiary Guarantors before purchasing Owens Corning
bonds and extending trade credit to Owens Corning.  If the Banks'
and the Non-Debtor Guarantors' claims are not subordinated, their
inequitable conduct in connection with the Owens Corning bond
offerings and financial statements will give them an unfair
advantage and substantially harm Owens Corning's Bondholder and
Trade Creditor constituents, Mr. Monaco notes.

                         "Sham Affiliates"

At all relevant times, Mr. Monaco says, Owens Corning owned all
of the stock of these subsidiary corporations:

    (a) IPM Inc.,
    (b) Owens Corning Fiberglass Sweden, and
    (c) Vytec Corporation.

Mr. Monaco relates that these "Sham Affiliates" neither had
economic substance nor independent business purposes, and are
mere "alter egos" of their putative parent.

The subsidiaries within the Owens Corning enterprise, together
with Owens Corning, operated as a single economic unit.
Planning, operations, management, and finances all were
controlled and maintained at the parent level by Owens Corning on
behalf of the entire enterprise.  No regard was given to distinct
legal entities; rather, operations were managed and executed by
business units, with the entire consolidated enterprise in mind.

Because Owens Corning exhibited complete domination and control
over the "sham subsidiaries," Mr. Monaco says, all property in
their possession, custody or control rightfully belongs to Owens
Corning to be shared by Owens Corning's creditors, including
Owens Corning's stock ownership of its foreign subsidiaries held
by IPM and all assets of OC Sweden and Vytec.

As a result of the Owens Corning enterprise's abuse of its
corporate form, the Bondholders and Trade Creditors were deceived
into believing that the Bond Debt and Trade Debt would rank
equally and ratably with the Bank Debt and that that OCD
possessed more assets than it did, Mr. Monaco says.

Piercing the corporate veils of the Sham Affiliates and making
the assets available to Owens Corning's creditors is necessary to
prevent the unjust result of the Banks sustaining a greater
recovery than the Bondholders and Trade Creditors by virtue of
the Banks obtaining Guarantees from the Sham Affiliates, Mr.
Monaco asserts.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


OWENS CORNING: Shareholders' Move for Equity Committee Draws Fire
-----------------------------------------------------------------
Owens Corning, the U.S. Trustee and Credit Suisse, Cayman Islands
Branch ask the U.S. Bankruptcy Court for the District of Delaware
to deny the request of the Ad Hoc Committee of Preferred and
Equity Securities Holders to appoint an Official Security Holders
Committee.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
tells the Court that her decision not to appoint an official
committee of preferred and equity security holders constituted a
sound exercise of discretion.  Ms. Stapleton relates that she
asked and received comments from all parties-in-interest prior to
making her decision.  The appointment of an equity committee is
neither warranted nor appropriate, she concluded.

The Debtors contend that the actual purpose of the Ad Hoc
Committee's request is to obstruct their reorganization efforts
to extract value for shareholders.

                       Debtors Are Insolvent

On Credit Suisse's behalf, Richard S. Cobb, Esq., at Landis Rath
& Cobb, LLP, in Wilmington, Delaware, notes that the Debtors
appear to be hopelessly insolvent.  In their Fifth Plan and
Disclosure Statement, the Debtors' allowed claims aggregate
approximately $13,700,000,000 on a consolidated basis and their
reorganization value is approximately $7,800,000,000 on a
consolidated basis.  Thus, the Debtors' consolidated
reorganization value is approximately $5,900,000,000 below the
value at which equity security holders would even begin to
approach having an economic interest, Mr. Cobb says.

The Debtors admit the "unfortunate reality" that the amount of
liabilities greatly exceeds the value of their assets.  In
aggregate, the Debtors have over $10,000,000,000 of prepetition
debt, exclusive of intercompany claims and more than five years
of interest.

Moreover, Ms. Stapleton continues, the possibility and timing of
the enactment of the Fairness in Asbestos Injury Resolution Act
of 2005 is insufficient to establish the Debtors' solvency at
this time.

                  Equity is Adequately Represented

Ms. Stapleton points out that sub-committees were formed from the
Unsecured Creditors' Committee to deal with the divergent
interests of Bank Holders and Bond and Trade Holders.  The
subcommittees are unofficial committees but have been able to
adequately represent the interests of its constituents.

Credit Suisse also points out that the members of the Ad Hoc
Committee are "sophisticated investors."  Neither the Debtors nor
the Banks are seeking to deny equity security holders the right
to retain counsel or any other professionals and to pursue all
their rights.

Ms. Stapleton asserts that there is no proof that the Debtors
have ignored the interests of equity holders.

            Unnecessary Administrative Expense and Delay

Ms. Stapleton adds that the appointment of an equity committee
and the activity the committee would undertake would needlessly
delay the plan confirmation process.  It would also be
unnecessarily costly, she says.

                      Not Parties-in-Interest

The Ad Hoc Committee claims to hold 19.6% of outstanding common
stock and 62.5% of outstanding preferred stock.  Ms. Stapleton
says it is clear from the identity of the members of the Ad Hoc
Committee that they are all institutional investors who "have a
sophistication that mutes any concerns that the Debtors are
taking advantage of these entities."

It also appears that some of the members of the Ad Hoc Committee
are not the proper parties-in-interest to be considered for
committee membership.  Ms. Stapleton points out that the Ad Hoc
Committee's motion indicates that those members who are preferred
shareholders hold preferred stock in a non-Debtor affiliate.  It
follows then that these entities are not equity holders of the
Debtors and are not eligible for appointment to an equity
committee.

                              Joinders

The Official Committee of Asbestos Claimants and James J.
McMonagle, the legal representative for future claimants, join
the Debtors in their objection.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


OWENS CORNING: Nine Bondholders Want to Propose Ch. 11 Plan
-----------------------------------------------------------
Nine of Owens Corning's bondholders, who collectively hold over
1/3 of the outstanding principal amount of Owens Corning
prepetition bonds, as well as more than 1/3 of the outstanding
principal amount of Owens Corning bank debt, object to a further
extension of the Debtors' exclusive periods:

    (1) King Street Capital Management, L.L.C.,
    (2) D.E. Shaw Laminar Portfolios, L.L.C.,
    (3) Lehman Brothers Inc.,
    (4) Canyon Capital Advisors LLC,
    (5) Plainfield Special Situations Master Fund Limited,
    (6) Quadrangle Debt Opportunities Master Fund Ltd.,
    (7) QDRF Master Ltd.,
    (8) Davidson Kempner Capital Management, LLC, and
    (9) Halcyon Asset Management LLC.

As reported in the Troubled Company Reporter on Jan. 6, 2006, the
Debtors asked the U.S. Bankruptcy Court for the District of
Delaware to further extend the time within which they retain the
exclusive right to file a plan of reorganization and solicit
acceptances of that plan to July 31, 2006, without prejudice to
their right to seek further extensions.

Richard W. Riley, Esq., at Duane Morris LLP, in New York, tells
the Court that another extension would be futile as the Debtors
did not engage in good faith negotiations.  As a result, Mr.
Riley points out, the Debtors' Fifth Amended Joint Plan of
Reorganization does not have the support of over 1/3 of the
bondholders and over 1/3 of the bank debt holders.

Mr. Riley says the Bondholders are prepared to file their own
Reorganization Plan which provides, in substance, for the same
terms as the Debtors' Fifth Amended Plan, except that, under the
Bondholders' Plan:

    I. On the effective date of the Plan, Owens Corning will:

       (a) pay the Asbestos PI Trust $1,060,000,000, all amounts
           held in the Fiberboard Settlement Trust, and all of the
           Fiberboard Administrative Escrow Deposits;

       (b) assign to the Asbestos PI Trust all rights to any
           insurance proceeds; and

       (c) deposit the balance of the Asbestos PI Claimants'
           distributions into an Owens Corning escrow account to
           be released to the Asbestos PI Trust only in the event
           that the FAIR Act has not been enacted on or before
           January 31, 2007.  If the FAIR Act is enacted on or
           before January 31, 2007, and is not subject to
           constitutional challenge by  March 31, 2007, then the
           Asbestos PI Trust will not receive any additional
           distributions and the Trust escrow amounts will be
           released and distributed on a ratable basis to the
           other non-asbestos creditors and if proceeds remain
           after payment of those creditors in full, to the equity
           holders;

   II. The senior indebtedness of Owens Corning to be issued on
       the effective date of the plan will be increased from
       approximately $1,800,000,000 to approximately
       $3,300,000,000, and the additional $1,500,000,000 in cash
       proceeds available from the increased senior indebtedness
       would be paid to the Asbestos PI Trust or into the Owens
       Corning escrow account;

  III. The Bondholders would underwrite a rights offering for an
       additional 40,000,000 shares at the Plan price of $25 per
       share, which would raise an additional $1,000,000,000.
       The rights offering would be extended to all unsecured
       creditors pro rata and the Bondholders would purchase any
       shares not otherwise purchased pursuant to the rights
       offering;

   IV. The Bondholders would give up the cash portion of their
       recovery under the Fifth Amended Plan and the additional
       $109,000,000 in cash would be distributed to the Asbestos
       PI Trust or into the Owens Corning escrow account, which
       together with the additional $2,500,000,000 in cash
       proceeds, would provide a cash recovery to the Asbestos PI
       Trust of $2,470,000,000 in lieu of the 98,900,000 shares
       and in addition to the other cash distributions to the
       Asbestos PI Trust contemplated by the Fifth Amended Plan,
       and pay all fees and expenses related to the debt and
       equity; and

    V. The distributions to the Bondholders will be made 100% in
       New OCD Common Stock, where the New OCD Common Stock
       distributed to Class A-5 would be increased from
       22,500,000 shares to 26,900,000 shares.  The value of
       equity would remain premised on the enterprise value used
       in the Fifth Amended Plan, approximately $5,200,000,000.

Accordingly, the Bondholders ask the Court to deny the Debtors'
motion and allow them to file their own plan.

                          More Objections

The Official Representatives of the bondholder and trade creditor
constituencies of Owens Corning and the Ad Hoc Committee of
Preferred and Equity Security Holders contend that the Fifth
Amended Reorganization Plan is not likely to be confirmed.

On behalf of the Official Representatives of Owens Corning
bondholders and trade creditors, Francis A. Monaco Jr., Esq., at
Monzack & Monaco PA, in Wilmington, Delaware, tells the Court
that because of its lack of support, the Amended Plan is certain
to generate intense controversy and litigation just as the
Debtors' prior plans have done.

Mr. Monaco notes that the Official Representatives have been
advised that the Ad Hoc Committee is also prepared to file a
plan.  After so much "controversy" in the past, he says, the best
way to assure that all of the parties will come to the table and
negotiate seriously on a plan is to permit each of them to file
its own plan now.

Accordingly, the Official Representatives and the Ad Hoc
Committee ask the Court to deny the Debtors' request in its
entirety.

                        Statement of Support

The Official Committee of Asbestos Claimants and James J.
McMonagle, the legal representative for future claimants, support
the extension of the Debtors' exclusive periods.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PARMALAT GROUP: Three Units Hire Janvey Gordon as New U.S. Counsel
------------------------------------------------------------------
Janvey Gordon Herlands Randolph & Cox, LLP, has replaced
Cadwalader Wickersham & Taft LLP as counsel of record for
Parmalat Capital Finance Limited, Food Holdings Limited and Dairy
Holdings Limited.

All further notices, motions, applications, reports,
stipulations, orders, pleadings and other papers filed in the
Finance Companies' Section 304 proceedings must be served on the
Finance Companies at:

      Richard I. Janvey, Esq.
      Joan M. Secofsky, Esq.
      Janvey Gordon Herlands Randolph & Cox LLP
      355 Lexington Avenue
      New York, New York 10017

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT: Capital Finance's Injunction Hearing Set for March 28
---------------------------------------------------------------
The Honorable Robert D. Drain adjourned the U.S. Bankruptcy Court
for the Southern District of New York's consideration of the
application filed by Gordon I. MacRae and James Cleaver -- as
Joint Provisional Liquidators of Parmalat Capital Finance
Limited, Dairy Holdings Limited, and Food Holdings Limited -- for
a preliminary injunction to March 28, 2006, at 10:00 a.m.

The Court also extends Parmalat Finanziaria S.p.A.'s time to
answer the Petitions commencing these ancillary proceedings to
May 1, 2006, unless further extended.

In the interim, Judge Drain enjoins and restrains all persons  
subject to the jurisdiction of the U.S. Court from commencing  
or continuing any action to collect a prepetition debt against  
the Finance Companies without obtaining relief from the Court.

The Temporary Restraining Order will remain in effect until
midnight (New York time) on March 29, 2006.

The Grand Court of the Cayman Islands is scheduled to convene a
hearing on February 27, 2006, to determine whether the JPLs
should become the Official Liquidators for Parmalat Capital.
Messrs. Cleaver and MacRae were made the Joint Official
Liquidators of Food Holdings and Dairy Holdings on April 1, 2005.
The JPLs and Parmalat agreed to adjourn this matter.

Parmalat Capital Finance Limited, which is registered in Malta and
is the owner of a subsidiary in the Cayman Islands: Bonlat
Financing Corporation.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEAK ENTERTAINMENT: Restates Year 2004 Financial Statements
-----------------------------------------------------------
Peak Entertainment Holdings, Inc., amended its financial
statements for the year ended Dec. 31, 2004, to correct errors
related to the Company's accounting for  pre-production labor
costs as well as the basis for measurement of foreign exchange
gains or losses.

The errors in the recording of pre-production expenses in
connection with pre-production revenue for the year ended Dec. 31,
2004, resulted in an increase in cost of revenues of $253,495 and
a reduction in selling, general and administrative costs of the
same value.

The restatement adjustments record pre-production labor and
associated costs connected to pre-production revenue, which were
previously included within selling, general and administrative
costs, as direct costs of revenues.  This adjustment reduces
selling, general and administration costs by $253,495 and
increases costs of revenues by $253,495.

The foreign exchange gain (loss) arose from translation
adjustments and adjustments arising from the Company's functional
currency being UK pounds, which is the principal source of the
foreign exchange gain (loss).

A foreign exchange loss of $32,263 arising from the Company's
functional currency being UK Pounds had been incorrectly included
within foreign exchange gain within the consolidated statements of
operations rather than the cumulative translation adjustment
within the consolidated statements of comprehensive loss.

The restatement adjustment reflects an additional element of the
foreign exchange gain within the Statements of Comprehensive Loss
rather than in the Statements of Operations.  This had the effect
of increasing the foreign exchange gain within the consolidated
statements of operations by $32,263 and increasing the cumulative
translation loss within the consolidated statements of
comprehensive loss by $32,263.

The corrections resulted in a reduction in net loss for the year
ended Dec. 31, 2004 of $32,263 offset by a similar increase in
loss from cumulative translation adjustment such that the
comprehensive loss for the year ended Dec. 31, 2004 and the
consolidated balance sheet totals at Dec. 31, 2004 remain
unchanged.

The Company's restated balance sheet at Dec. 31, 2004 showed
$3,900,059 in total assets and liabilities of $5,977,292,
resulting in a stockholders' deficit of $2,077,233.

                   Going Concern Doubt

Garbutt & Elliott Limited expressed substantial doubt about Peak
Entertainment's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's recurring losses from operations, cash flow deficits and
net capital deficiency.

                 About Peak Entertainment

Headquartered in Derbyshire, England, Peak Entertainment Holdings
Inc. -- http://www.peakentertainment.co.uk/-- is a fully  
integrated multimedia company dedicated to quality children's
television entertainment, character licensing and consumer
products.  The Company's unique, fully integrated business model,
which includes concept creation and branding, production of
entertainment programs, character licensing, and manufacturing and
distribution of toys and related consumer products, gives it
maximum quality control and speed-to-market while developing total
brand equity.  Peak's properties include Monster Quest, The
Wumblers, Little Big Feet, Countin' Sheep and Mini Flora.


PLIANT CORP: Ontario Court Recognizes U.S. Ch. 11 Proceedings
-------------------------------------------------------------
Pliant Corporation's debtor-affiliates, Uniplast Industries Co.,
Pliant Corporation of Canada Ltd., and Pliant Packaging of Canada,
LLC, sought and obtained from the Ontario Superior Court of
Justice (Commercial List) in Canada an order recognizing their
Chapter 11 proceedings as "foreign proceedings" pursuant to
Section 18.6 of the Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended.

                       Stay Proceedings

Mr. Justice Farley rules that until and including February 2,
2006, no suit or claims may be commenced or continued against any
of the Canadian Entities in Canada.

The Ontario Court also recognized the orders issued by the U.S.
Bankruptcy Court on the Petition Date.  The Recognized Orders
will be in full force and effect in the same manner and in all
respects as if they had been made by the Ontario Court.

During the stay period, all existing or future shareholders,
creditors, customers, suppliers, contracting parties, lessors,
licensors, co-venturers and partners -- Claimants -- having
agreements or other arrangements with the Canadian Entities in
connection with any of the Property are restrained from:

   (a) terminating or modifying the agreements or other
       arrangements, or the rights of any of the Canadian
       Entities under the agreements;

   (b) terminating or otherwise interfering with any licenses,
       permits, approvals or consents in respect of any of the
       Canadian Entities in connection with any of the Property;
       and

   (c) discontinuing or interfering with the supply of any goods
       or services by or to the Claimant.

The Claimants are required to continue performing under any
agreements entered into with any of the Canadian Entities or in
connection with any of the Property, except that the Claimants
may seek prior leave of the Ontario Court on at least seven days'
notice to the Canadian Entities.  

The stay will not apply to any employee grievance pursuant to any
collective bargaining agreement.

                 Payment of Goods and Services

With the exception of financing leases, no Claimant is prohibited
from requiring immediate payment for any goods, services, use of
leased or licensed property or other valuable consideration to be
provided to any of the Canadian Entities after January 4, 2006.

No Claimant is required to make further advances of money or
credit to any of the Canadian Entities.

No Claimant is prohibited from exercising my right to terminate,
amend or claim any accelerated payment under an "eligible
financial contact," as that term is defined in Section 11.1 of
the CCAA.

               Payment of Obligations to Canada

The Court directs the Canadian Entities to remit, in accordance
with legal requirements in Canada, or pay:

   (a) any statutory deemed trust amounts in favor of the Crown
       in right of Canada or of any Province or Territory or any
       other taxation authority in Canada which are required to
       be deducted from employees' wages including, without
       limitation, amounts in respect of employment insurance,
       Canada Pension Plan, and income taxes;

   (b) amounts accruing and payable by the Canadian Entities in
       respect of employment insurance, Canada Pension Plan,
       workers compensation, employer health taxes and similar
       obligations of any jurisdiction in Canada with respect to
       employees; and

   (c) all goods and services or other applicable sales taxes
       payable by the Debtors or their customers in connection
       with the sale of goods and services by the Canadian
       Entities to the customers.

                      Information Officer

The Ontario Court appoints RSM Richter Inc. as information
officer with respect to the Canadian Entities.  

RSM Richter will deliver to the Ontario Court a report at least
once every three months outlining the status of the Chapter 11
Proceedings, the development of any process for dealing with
claims and other information as RSM believes to be material.

RSM Richter will incur no liability or obligation as a result of
its appointment or for any act or omission in the exercise of its
powers, including the preparation of Information Reports, or the
discharge of its obligations under the CCAA, except for gross
negligence or willful misconduct on its part.

No action, application or other proceeding will be commenced
against RSM Richter as a result of or relating in any way to its
appointment as Information Officer, except with prior leave of
the Ontario Court on seven days' notice to RSM and the Debtors
and upon further order securing, as security for costs, the
solicitor and his own client costs of RSM in connection with any
action or proceeding.

RSM Richter's reasonable fees and disbursements will be paid by
the Canadian Entities from time to time upon presentation of
their accounts, subject to any assessment, which may be ordered
by the Ontario Court.

                          DIP Financing

The Ontario Court authorizes the Canadian Entities to guarantee
the obligations under their DIP Financing Agreement with General
Electric Capital Corporation, as administrative and collateral
agent.

The Ontario Court directs that all of the Canadian Entities'
assets, property and undertaking in Canada are charged by a fixed
and floating charge, mortgage, hypothec, pledge, lien and
security interest, in favor of the DIP Facility Agents and the
DIP Facility Lenders as security for the Guaranteed Obligations
including interest, fees, charges and other payable amounts.   

The DIP Facility Lenders' Charge will be valid and enforceable
and will attach to all existing and after-acquired Property
regardless whether any of the DIP Loan Documents are executed or
registered provided that the DIP Lenders' Charge does not extend
to the proceeds of avoidance actions under Chapter 5 of the
Bankruptcy Code.

The DIP Lenders' Charge and the security granted in favor of the
DIP Facility Agents and the DIP Facility Lenders will have first
priority over all of the Property of the Canadian Entities and
any proceeds thereof and all other charges, encumbrances or
security, but subject to:

   (i) liens or trusts which arise by operation of statute law
       without any grant of security by a Canadian Entity, to the
       extent the liens or trusts by virtue of the statute law
       have priority in a bankruptcy of any of the Canadian
       Entities over contractual security granted by the Canadian
       Entity;

  (ii) purchase money security interests to the extent that the
       interests have been properly perfected and would otherwise
       rank in priority over contractual security granted by a
       Canadian Entity in favor of the DIP Facility Agents and
       the DIP Facility Lenders as of January 4, 2006;

(iii) the Senior Claims; and

  (iv) the Carve-Out.

The Canadian Entities are represented in the Canadian proceedings
by Jeffrey B. Gollob, Esq., at McMillan Binch Mendelsohn LLP, in
Toronto, Ontario.

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


PLIANT CORP: Sec. 341(a) Creditors Meeting Slated for February 10
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of creditors of Pliant Corporation and its
debtor-subsidiaries on February 10, 2006 at 10:00 a.m.

The meting will take place at the Office of the United States  
Trustee at J. Caleb Boggs Federal Building, Second Floor, Room
2112, in Wilmington, Delaware.

This Meeting of Creditors is 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 Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

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


PLIANT CORP: U.S. Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Kelly Beaudin
Stapleton, the United States Trustee for Region 3, appoints seven
creditors to the Official Committee of Unsecured Creditors in
Pliant Corporation and its debtor-affiliates' Debtors' Chapter 11
cases.  

The Creditors Committee consists of:

     (1) John Guiliano
         Bank of New York
         101 Barclay Street
         New York, NY 10286
         Tel: 212-815-5441
         Fax: 646-855-8450

     (2) Nate Van Duzer
         Fidelity Management and Research
         One Federal Street
         Boston, MA 02109
         Tel: 617-392-8129

     (3) Connie Edwards
         Total Petrochemicals USA, Inc.
         1201 Louisiana Street, Suite 1800
         Houston, TX 77002
         Tel: 713-483-5000
         Fax: 713-483-5759

     (4) William E. Pajak
         Sun Chemical Corporation
         135 W. Lake Street
         Northlake, IL 60164
         Tel: 708-562-0550, ext. 3862  
         Fax: 708-562-9064

     (5) David James Carlisle
         Paper Converting Machine Company
         2300 Ashland Avenue
         Green Bay, WI 54340
         Tel: 920-491-6226

     (6) Keith Ansbacher
         BASF Corporation
         100 Campus Drive
         Florham Park, NJ 07932
         Tel: 973-245-6045  
         Fax: 973-245-6708

     (7) Gary Lee, Jr.
         Oxy Vinyls, LLP
         5005 LBJ Freeway  
         Dallas, TX 75244
         Tel: 972-404-3267

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


PONDERLODGE INC: New Vistas Wants Nunc Pro Tunc Retention Approved
------------------------------------------------------------------
New Vistas Corporation, a property advisor formerly retained by
Ponderlodge, Inc., prior to the appointment of Arthur Abramowitz
as the Debtor's chapter 11 Trustee, asks the U.S. Bankruptcy Court
for the District of New Jersey to approve its employment effective
as of Aug. 22, 2005.

New Vista also wants the Bankruptcy Court to allow service fees
owed by the Debtor, totaling $11,270, as an administrative
expense.

Michael G. Cohan, New Vista's president, tells the Bankruptcy
Court that they had recently found out that the Debtor had not
made the application necessary for their retention.  

Mr. Cohan says that they expected the Debtor to file the
application pursuant to a Consent Order entered by the Bankruptcy
Court on Aug. 25, 2005.  

The consent order memorialized an agreement between the Debtor and
Steamboat Capital III, LLC, where the Debtor consented to withdrew
its request for the appointment of a chapter 11 trustee in
exchange for New Vistas' retention.  The Debtor owes Steamboat
Capital approximately $2,222,462 as of July 13, 2005.

The proposed compensation arrangement for New Vistas'
professionals was:

             Designation               Hourly Rate
             -----------               -----------
             Senior Partner                $179
             Associates                 $59 - $79

Headquartered in Villas, New Jersey, Ponderlodge, Inc. --
http://www.ponderlodge.com/-- operates a golf course.  The  
Company filed for chapter 11 protection on July 13, 2005 (Bankr.
D. N.J. Case No. 05-32731).  D. Alexander Barnes, Esq., at
Obermayer, Rebmann, Maxwell & Hippel LLP represents the Debtor in
its chapter 11 case.  When the Debtor filed for protection from
its creditors, it estimated assets of $10 million to $50 million
and debts of $1 million to $10 million.


RATHGIBSON INC: S&P Rates Proposed $200 Mil. Sr. Unsec. Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Janesville, Wisconsin-based RathGibson Inc.
Standard & Poor's also assigned its 'B-' rating to the company's
proposed $200 million senior unsecured debt note offering that
matures in 2014.  The outlook is stable.
     
Proceeds from the note offering -- $2 million of rollover equity
from management and $65.5 million of new equity from equity
sponsor Castle Harlan Inc. -- will be used to purchase the company
from Liberty Partners.  Total debt outstanding at the close of the
proposed transactions will be approximately $207.5 million.
      
"The ratings reflect RathGibson's vulnerable business profile as
a manufacturer of stainless steel and alloy-welded tubular
products for cyclical niche markets.  The ratings also reflect the
company's highly leveraged capital structure and thin cash flow
protection," said Standard & Poor's credit analyst Daniel R.
DiSenso.
     
Privately held RathGibson manufactures a diverse line of straight
and coiled welded tubing products serving the following end
markets:

   * chemical/petrochemical (44% of sales);
   * general commercial (22%);
   * energy (22%); and
   * food, beverage and pharmaceutical (12%).

The company benefits from good brand recognition and well-
established business positions, as a significant portion of its
sales are of products with leading niche market shares.  
RathGibson has generated strong organic growth due to the shift
from seamless tubing to welded tubing in North America.  With this
shift largely completed here, most of the company's future revenue
growth is likely to come from international markets.  The
company's geographic diversity is currently limited, however, as
about 83% of sales come from the U.S.
     
Demand for RathGibson's products is tied to cyclical end markets.
The company is currently benefiting from favorable industry
trends, such as an increase in capital spending by companies
involved in oil and gas exploration and production.  RathGibson
has only some vulnerability to swings in the price of raw
materials, such as steel, since it is able to pass through cost
increases to customers, with some timing lags.


REFCO INC: Wants to Auction Art Collection at Christie's
--------------------------------------------------------
Refco Inc. (OTC: RFXCQ) has chosen New York-based Christie's to
auction its prized art collection, comprising more than 500
photographs by contemporary artists such as Cindy Sherman, Charles
Ray, Diane Arbus and Andy Warhol, as well as paintings, sculptures
and prints.

Refco Inc. asked for authorization from the U.S. Bankruptcy Court
of the Southern District of New York for Christie's to conduct a
series of sales of the highly sought after collection, with
proposed auction dates of April 25, May 5 and 10 and June 2006.  
The court hearing on the motion is tentatively scheduled to take
place on Feb. 14, 2006.

"We believe that selling our art collection through a series of
auctions organized by one of the world's leading international
auction houses, Christie's, will maximize the value of these
assets and is therefore in the best interests of Refco's Chapter
11 estate and creditors," Harrison J. Goldin, the company's chief
executive officer, said.

As requested in the motion, Refco intends to auction the
collection in several sales starting in the spring of 2006.  
The auctions would take place at Christie's New York located at
Rockefeller Center and where the pre-sale viewings as well as the
sales will be open to the press and the public.

Photographs in the Refco collection, known to art experts
worldwide and reproduced in the catalogue "Subjective Realities"
published in 2003, have graced the walls of the company's
New York and Chicago offices for decades.  The works, which have
been removed from Refco's offices and are now in storage in
both cities, were acquired over nearly three decades under the
direction of Frances Dittmer, the wife of former company chairman
Thomas Dittmer, and the collection's curator, Adam Brooks.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services     
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  
Refco reported $16.5 billion in assets and $16.8 billion in
debts to the Bankruptcy Court on the first day of its chapter 11
cases.


REMEDIATION FINANCIAL: Hires Hewitt & O'Neil as Special Counsel
---------------------------------------------------------------
Remediation Financial, Inc. and Santa Clarita, L.L.C., sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Arizona to employ Hewitt & O'Neil LLP as their special counsel.

The Debtors tell the bankruptcy court that Hewitt & O'Neil will
represent them in a lawsuit pending before the U.S. District Court
for the Central District of California titled Castaic Lake Water
Agency, et al., v. Wittaker Corporation, et al. (Case No. 00-12613
AHM(RZx)).

The Debtors say that the Firm has represented them in the lawsuit
since March 2002 and their continued involvement would not only be
desirable but cost-effective.

The Debtors tell the Court that Lawrence Hilton, Esq., will serve
as the lead counsel in this engagement.  The Debtors disclose that
the Firm's professionals bill:

      Designation            Hourly Rate
      -----------            -----------
      Partner                   $260
      Associates                $190
      Paralegal                  $90

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

The Firm can be contacted at:

      Hewitt & O'Neil LLP
      19900 MacArthur Boulevard, Suite 1050
      Irvine, California 92612
      Tel: 949-798-0500
      Fax: 949-798-0511
      http://www.hewittoneil.com/

Headquartered in Phoenix, Arizona, Remediation Financial, Inc. is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


SCOTT RUBIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Scott Alan Rubin
        16211 North Scottsdale Road, #498
        Scottsdale, Arizona 85254

Bankruptcy Case No.: 06-00170

Chapter 11 Petition Date: January 25, 2006

Court: District of Arizona (Phoenix)

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Herbert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, Arizona 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


SFBC INT'L: Moody's Lowers Corporate Family Rating to B3 from B2
----------------------------------------------------------------
Moody's Investors Service downgraded SFBC International's
corporate family rating to B3 from B2, concluding a rating review
for possible downgrade initiated on Jan. 5, 2006.  Moody's also
assigned a speculative grade liquidity rating of SGL-4 to SFBC.
The SGL-4 rating reflects the company's modest operating cash flow
and its minimal liquidity availability.  The ratings outlook is
negative.

Moody's took these rating actions:

   * Confirmed the B2 rating on the Senior Secured Credit
     Facilities

   * Downgraded the Corporate Family Rating to B3 from B2

   * Assigned a Speculative Grade Liquidity Rating of SGL-4

The downgrade of the corporate family rating, the assignment of
the speculative grade liquidity rating of SGL-4, and the negative
outlook reflect the inability of SFBC to generate a meaningful
amount of free cash flow on a sustained basis.  At the time of the
initial rating on Dec. 2, 2004, Moody's noted that funds from
operations barely covered working capital and capital expenditures
in 2001 through 2003.  Moody's expected then that the company
would have negative free cash flow in 2004 because of one-time
investments in the building of new facilities and the expansion of
additional facilities to accommodate future growth.

However, Moody's anticipated that SFBC would generate between $25
to $50 million in cash flow per year in 2005 and 2006 because of:

   * better working capital management;
   * the moderation of capital expenditures;
   * continued internal revenue growth; and
   * expanding operating margins.  

Further, free cash flow was expected to benefit from a full year
contribution of PharmaNet, which has higher operating margins as a
percentage of revenue than SFBC did as a stand-alone entity.

However, Moody's no longer projects that SFBC will generate $40 to
$50 million in cash flow from operations and $20 to $30 million in
free cash flow for fiscal 2005.  For the nine months ended
Sept. 30, 2005, higher than anticipated capital spending and a
substantial build up in accounts receivable resulted in the
company reporting just $20 million of operating cash flow and $6
million of free cash flow.  More importantly, Moody's now expects
that SFBC will generate negative free cash flow in 2006 because of
lower revenue growth, a build up of working capital and an
increase in capital spending.  SFBC needs to refurbish and
renovate its core Miami facility in order to remain compliant with
relevant building code regulations.  As such, Moody's has concerns
that SFBC's cash flow will not be sufficient to fund working
capital, capital expenditures and other operational requirements
without the need for external sources of capital.

Moody's notes that SFBC has made substantial progress in
rectifying the Miami facility and complying with existing
building code regulations.  Further, the CEO and Chairmen resigned
and were replaced by the existing management of PharmaNet.  
Further progress has been shown as SFBC has expanded its board
representation of outside members and will consolidate its
business and financial operations.

Despite these recent improvements, Moody's believes that SFBC may
be challenged to comply with the financial covenants in its bank
credit facility in 2006.  The company's total leverage ratio has a
step down feature, limiting SFBC to a maximum leverage ratio of 2
times at year-end 2006.  Moody's projects that the company's
actual ratio as of Dec. 31, 2006 will be closer to 3 times as a
result of declining EBITDA.

In addition, Moody's anticipates that SFBC will challenged to meet
its minimum interest coverage and consolidated fixed charge ratios
of 9.75 and 1.50 times, respectively, in 2006.  Finally, although
SFBC is likely to be in compliance with its capital expenditure
covenant of $22 million for 2006, the cushion is expected to be
narrow.

If SFBC violates its covenants during the next twelve months,
Moody's would expect the company to amend the existing credit
facility, which would likely result in less availability under the
revolver.  As of Sept. 30, 2005, the company had drawn only $16
million on its 90 million revolving line of credit.

SFBC's assets are largely encumbered by the company's bank credit
facility.  Following the 2004 acquisition of PharmaNet, a large
proportion of SFBC's assets are comprised of goodwill and other
intangible assets.  As of Sept. 30, 2005, SFBC's plant, property,
and equipment accounted for approximately 12% of total assets
whereas goodwill and other intangibles accounted for approximately
57% of total assets.

Moody's confirmed the B2 rating for the senior secured revolving
credit facility because of the small amount of outstanding debt
under the facility as well as the cushion provided by the unrated
convertible bonds and equity.

SFBC International, based in Miami, Florida, is a leading North
American contract research organization that provides:

   * Phase I through Phase IV clinical development services;

   * bioanalytical laboratory services; and

   * specialized drug development services to:

     -- pharmaceutical,
     -- biotechnology, and
     -- generic pharmaceutical companies.


SHOPKO STORES: Sun Capital Merger Cues Moody's to Withdraw Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew all the debt ratings of Shopko
Stores, Inc. following the completion of the merger of Shopko with
an affiliate of Sun Capital Partners, Inc.  As part of the merger
the company successfully tendered for its senior unsecured notes.

These ratings are withdrawn:

   * Corporate family rating of B1; and
   * Senior unsecured notes of B2.

Shopko Stores, Inc., headquartered in Green Bay, Wisconsin,
operates general merchandise retail stores under the Shopko and
Pamida banners.  Total revenues for the fiscal year ended
Jan. 29, 2005 were approximately $3.2 billion.


SIERRA PACIFIC: FERC Consents to Settlement with Enron Power
------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) received approval from the
Federal Energy Regulatory Commission of its previously announced
settlement agreement with Enron Power Marketing Inc., an Enron
Corp. affiliate.

The FERC decision is the final step in the approval process
and officially ends the long-standing dispute and litigation in
which Enron claimed that it was owed more than $300 million for
terminated contracts between Enron and Sierra Pacific's utility
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company.

"We are very pleased that this litigation is finally resolved,"
said Walter Higgins, chairman and chief executive officer, of
Sierra Pacific Resources.  "It avoids costly litigation that could
very well have continued for many years.  Most importantly, we are
now totally focused on our company's foremost objectives --
serving our customers well and continuing toward restoring our
utilities to investment grade credit status."

As previously announced, the Sierra Pacific utilities agreed to
pay $129 million to settle Enron's claim of more than $300 million
for payment on contracts Enron terminated in 2002.  In turn, Enron
agreed to provide and pay an unsecured claim of $126.5 million
against its bankruptcy estate in settlement of the Nevada
utilities' claims that were to be litigated on appeal before the
9th Circuit Court of Appeals and before the FERC.

Also, as previously announced, the Nevada utilities expect to
realize no less than 30% of the face value of the claim against
the bankruptcy estate which guarantees that their total payment
will be no more than $89.9 million.

                        About Enron Corp.

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

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

                 About Sierra Pacific Resources

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

                          *     *     *

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

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

   Sierra Pacific Resources

     -- Senior unsecured debt 'B+'.

   Nevada Power Company

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

   Sierra Pacific Power Company

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


SPORTS CLUB: Completes $80-Mil. Sale of Five Clubs to Millennium
----------------------------------------------------------------
The Sports Club Company, Inc., completed the sale of five of its
nine sports and fitness Clubs to an affiliate of Millennium
Entertainment Partners for $80 million.  Concurrent with the asset
sale, the Company also completed a $60 million financing of The
Sports Club/LA -- Los Angeles property.  Proceeds from these
transactions were used to retire the Company's $100 million Senior
Secured Notes that were due to mature in March 2006.

The Clubs sold to Millennium include the Company's interest in:

   -- Reebok Sports Club/NY,
   -- The Sports Club/LA in Washington D.C.,
   -- The Sports Club/LA Boston,
   -- The Sports Club/LA San Francisco, and
   -- The Sports Club/LA the Upper East Side in New York.

The Company's management agreement covering the Club in Miami was
also terminated.  The Company received $50 million in cash from
the sale (before transaction related costs) and received two Notes
from Millennium for the remaining $30 million.  The first note of
$22.2 million is due on January 31, 2006, and is secured by the
two Clubs in New York that were sold to Millennium.  The second
Note of $7.8 million is due in 2013 and is secured by a pledge of
the Company's Series C and Series D Preferred Stock owned by
Millennium.  Both Notes are also guaranteed by an affiliate of
Millennium.

Following the sale, the Company continues to own and operate four
Clubs:  

   -- The Sports Club/LA - Los Angeles,  
   -- The Sports Club/LA - Beverly  Hills,  
   -- The Sports Club/LA - Orange County, and
   -- The Sports Club/LA - New York at Rockefeller Center.

Millennium and its affiliates hold approximately:

   * 37% of the Company's outstanding Common Stock,

   * 40% of the Company's outstanding Series C Preferred Stock;
     and

   * 15% of the Company's outstanding Series D Preferred Stock.  

Chris Jeffries, a Company director, is the founder and managing
partner of Millennium.

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SPORTS CLUB: Completes $60-Mil. Financing to Retire Sr. Notes
-------------------------------------------------------------
The Sports Club Company, Inc., completed a $60 million financing
of The Sports Club/LA - Los Angeles property.  Proceeds from these
transactions were used to retire the Company's $100 million Senior
Secured Notes that were due to mature in March 2006.

The financing of The Sports Club/LA - Los Angeles was provided
by Bank of America, N.A.  The mortgage note, which matures in
January 2016:

   -- is secured by all of the real estate and other assets at The
      Sports Club/LA - Los Angeles;

   -- bears interest at 6.48%; and

   -- requires monthly payments of principal and interest over a
      25-year amortization period.

The Company is required to make $490,806 monthly principal,
interest and escrow payments.  

Rex Licklider, the Company's Chief Executive Officer and D.
Michael Talla, a founder and Chairman of the Board, executed
limited guarantees under which the lender would have recourse to
Messrs. Talla and Licklider in certain circumstances.  

The Sports Club Company, based in Los Angeles, California, owns
and operates luxury sports and fitness complexes nationwide under
the brand name "The Sports Club/LA."

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 7, 2005,
Stonefield Josephson, Inc., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's:

   * recurring net losses,
   * $12.3 working capital deficiency as of December 31, 2004,
   * $107 million accumulated deficit as of December 31, 2004, and
   * $100 million senior debt maturing by March 2006.


SUPERIOR GALLERIES: Posts $1.1 Mil. Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------------
Superior Galleries, Inc. (OTCBB: SPGR) reported financial results
for its second quarter fiscal year 2006 and the six-month period
ended Dec. 31, 2005.  The Company recorded revenues of $9.6
million in the December quarter, an increase of $1.2 million, or
15%, from $8.4 million for the prior-year second quarter ended
Dec. 31, 2004.

For the six months ended Dec. 31, 2005, Superior Galleries
reported revenues of $21.3 million, a 20% increase over $17.7
million in the corresponding period of the prior year.

Management attributed the revenue growth to continued strong
market demand for rare coins.  Management believes that this
results in part from the continued rise in gold and silver prices,
and also credits website enhancements which have resulted in
higher traffic and conversion rates, additional numismatic staff,
improved employee training and education, and continued
development of its Preferred Supplier and Exclusive Auctioneer
relationship with Stanford Financial member company Stanford Coins
& Bullion. Stanford Financial, the Company's largest shareholder,
is also recommending that its investor clients diversify their
portfolios to include rare coins.

Superior Galleries recorded a net loss of $1.1 million for the
quarter ended Dec. 31, 2005, versus a net loss of $130,000 for the
prior year's second quarter.  Management attributed the diminished
profitability to an unfavorable revenue mix and higher operating
costs.

For the six months ended Dec. 31, 2005, the Company reported a net
loss of $1.2 million, as compared to a net loss of $5,000 in the
corresponding prior-year period.  As with the second quarter, an
unfavorable revenue mix and higher operating costs diminished
profitability despite year-over-year revenue growth.

"Continued business-building investments, in the context of the
typically slow second-quarter environment, resulted in net losses
for the second quarter and first half of fiscal 2006 despite our
strong revenue growth," commented Silvano DiGenova, Chairman and
CEO of Superior Galleries.  "However, we are optimistic that our
implementation of our monthly, online-only Collectors' Auctions
and of our recent, long-term decision to choose only top-quality
consignments will improve our gross margins in the future."

Superior Galleries' balance sheet dated Dec. 31, 2005, shows
$16.8 million in total assets and $16.5 in total liabilities, as
compared to $19.615 million in total assets and $18.279 million in
total liabilities at June 30, 2005.

Superior Galleries, Inc. -- http://www.sgbh.com/-- is a publicly  
traded company, acting as a dealer and auctioneer in rare coins
and other fine collectibles.  The firm markets its products
through its prestigious location in Beverly Hills, California.  

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,   
filed with the Securities and Exchange Commission, Superior   
Galleries continues to report negative cash flows from operations   
and significant short-term debt which raise doubt about the   
Company's ability to continue as a going concern.  Singer Lewak   
Greenbaum & Goldstein LLP, in Los Angeles, the Company's auditors,   
expressed "substantial doubt about the Company's ability to
continue as a going concern" when they reviewed Superior   
Galleries' financial statements for the year ended June 30, 2004.  
Haskell & White LLP expressed similar doubts in 2003.


TECHALT INC: Inks Letter of Intent to Buy Ascentry Technologies
---------------------------------------------------------------
TechAlt, Inc. (OTCBB:TCLT) and Ascentry Technologies, Inc., a
Washington corporation, entered into a letter of intent proposing
a merger whereby TechAlt would issue 35% of its common stock in
exchange for all the issued and outstanding shares of Ascentry.

Under the plan of merger, Ascentry would change its name to
"TechAlt Security Technologies, Inc." and would become a wholly
owned, operating subsidiary of TechAlt.

Ascentry is a wireless interoperable communications company
implementing its platform software and security solutions,
primarily serving first response teams in public safety and in
physical security agencies and organizations, as well as federal,
state, and local governments.  Ascentry seeks to create
environments where both equipment and individuals can communicate,
regardless of platform.  Ascentry creates value through linking
together existing equipment and merges it with new technologies,
without having to replace entire systems to gain the benefits of
digital control, collaboration, and creation.

"The proposed acquisition of Ascentry is an important step in
TechAlt's plans to diversify its opportunities in the homeland
security sector through the acquisition of proprietary,
sustainable security technologies," David Otto, President of
TechAlt, Inc., explained.

"Ascentry is excited about the opportunities TechAlt provides in
terms of further access to the homeland security market," Federico
Pacquing, President of Ascentry, stated.  "Our customers and
partners will benefit from the added knowledge and expertise
TechAlt brings in homeland security and in providing operational
product support and related technologies.  I believe that the
proposed combination creates synergies beneficial to the
shareholders of both companies and the unified vision of both
companies' management."

The proposed transaction is subject to customary closing
conditions, including approval by Ascentry's stockholders.

                         About Ascentry

Headquartered in Tacoma, Washington, Ascentry Technologies --
http://www.ascentry.com/-- is a wireless interoperable  
communications company.  The company's platform, software, and
solutions create environments where both equipment and individuals
can communicate, regardless of platform.  Ascentry ties together
existing equipment and merges it with new technologies, without
having to replace entire systems to gain the benefits of digital
control, collaboration, and creation.

                          About TechAlt
                                                                   
Headquartered in Arlington Heights, Illinois, TechAlt, Inc. --
http://www.techaltinc.com/-- sells wireless, and multi-network  
communications hardware and software solutions. TechAlt's multi-
network capable communications modules are used to transmit video
and data to police, fire, and emergency services vehicles.

At Sept. 30, 2005, TechAlt, Inc.'s balance sheet showed a
stockholders' deficit of $10,936,698.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
TechAlt, Inc., amended its annual report for the year ended
Dec. 31, 2004 to reflect:

     a) the possibility that holders of the Company's Series A
        Preferred Stock may be entitled to certain  rescission
        rights.  The Company's balance sheet at Dec. 31, 2004, was
        restated to reclassify the gross proceeds received from
        the sale of the securities.  The consolidated  statement
        of stockholders' equity for the year ended Dec. 31, 2004
        was similarly restated based on the reclassification.  

     b) the revaluation of warrants issued, which had been
        initially recorded using values determined utilizing the
        Black-Scholes valuation model with a volatility factor of
        0%, and have been revised utilizing a volatility factor of
        71%.  The net effect of the change in volatility factor on  
        the Company's Dec. 31, 2004 financial statements increased
        net loss by $203,100.  There was no effect on total
        stockholders' deficit or cash flows.

                       Going Concern Doubt

Salberg & Company, PA, expressed substantial doubt about TechAlt's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2004
and 2003.  The auditing firm pointed to the Company's recurring
net losses and working capital deficit.


TRM CORP: Hires Allen & Company to Consider Strategic Alternatives
------------------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) has engaged Allen & Company to
advise the Strategic Transactions Committee of the Company's Board
of Directors in its consideration of strategic alternatives
available to the Company to enhance shareholder value.

The Company also expects to expense in the fourth quarter of 2005
certain costs related to its potential acquisition of the Travelex
ATM portfolio in the United Kingdom, including a 1.5 million pound
escrow and other professional and advisory fees.

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit and senior secured debt ratings on ATM and photocopier
service provider TRM Corporation on CreditWatch with negative
implications, following the company's announcement that it has
hired Allen & Co. to advise its board on strategic alternatives to
increase shareholder value.
     
The actions resulting from such a review may have a negative
effect on the company's financial profile.  The ratings were
placed on CreditWatch on Sept. 6, 2005, reflecting uncertainties
with respect to financing arrangements of the $78 million Travelex
acquisition.  The CreditWatch listing was expanded on
Nov. 17, 2005, to include the effect of third quarter earnings
declines on future leverage and cash flow.  
     
The Company reported a sharp and unanticipated decline in earnings
in the quarter ended Sept. 30, 2005, primarily because of an
unusually high level of ATM theft and vandalism in the U.K., and
to a lesser extent, lost revenue from certain photocopiers.  
EBITDA dropped to about $6.3 million from the prior-period level
of $10.6 million.  It remains unclear if TRM can rapidly and
effectively shore up weaker profitability over the near to middle
term.  Because of reduced profitability, the company's cash flow
remains under pressure.  Capital spending requirements, which run
in the $2 million to $3 million range per quarter, absorb much of
the company's operating cash flow.  The company also faces term
loan amortization of about $7.5 million per year.
     
While leverage has been reduced because of an equity offering,
proceeds of which were applied to debt reduction, the company
intends to finance its $78 million acquisition of Travelex with
debt, which likely will increase leverage from the current level
of 3.2x, pro forma for the equity sale.  Standard & Poor's will
monitor the company's progress in restoring profitability, the
completion of the Travelex acquisition and its financing, and any
actions recommended by Allen & Co. to determine the final impact
on the rating.

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.


UAL CORP: Cuts Claims by Keybank, Unionbancal & Whirlpool by Mils.
------------------------------------------------------------------
Before UAL Corporation and its debtor-affiliates filed for
bankruptcy protection, they entered into leveraged lease financing
arrangements relating to aircraft in their fleet.  Certain of the
owner-participants under the Transactions -- Keybank, NA,
UnionBanCal Leasing, and Whirlpool Financial Corp. -- filed claims
against the Debtors on account of liabilities arising under the
Financing Transactions:

   Claimant                 Claim No.   Claim Amount   Tail No.
   --------                 ---------   ------------   --------
   Keybank                    38492      $17,389,628    N911UA

   Unionbancal Leasing        43883       27,737,416    N915UA
                              43772        9,831,606    N926UA

   Whirlpool Financial        34858        7,368,262    N534UA
   Corporation                37948        9,563,792    N533UA

The Debtors argued that the Claims, as well as the claims of
numerous other owner participants, are overstated and should be
significantly reduced.  The Debtors further argued that the
Claims were contractually barred and duplicative of other claims
asserted by or on behalf of the debtholders in the Financing
Transactions.  The Debtors sought to disallow the Claims in full.

After extensive arm's-length negotiations, the Debtors reached
final settlements with the Owner Participants.

Consequently, the Debtors sought and obtained the Court's
authority to enter into a settlement agreement with the Owner
Participants.

The parties agree to allow the Claims at these amounts:

                                                        Approx.
   Claimant        Claim No.   Claim Amount  Tail No.  Reduction
   --------        ---------   ------------  --------  ---------
   Keybank            38492        $689,055   N911UA      96%

   Unionbancal        43883       1,702,529   N915UA      94%
                      43772       2,547,859   N926UA      74%

   Whirlpool          34858       2,549,182   N534UA      65%
                      37948       2,708,584   N533UA      71%

The Settlement provides that:

   (a) each of the Claims will be deemed amended to assert claims
       only for the Settlement Amounts;

   (b) the Amended Claims will be allowed as non-priority
       general, unsecured claims; and

   (c) the Debtors will withdraw their Objections as to the
       Owner Participants with prejudice.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006 (United Airlines
Bankruptcy News, Issue No. 114; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Allows DFO Partnership's Multi-Million Unsec. Claims
--------------------------------------------------------------
Before UAL Corporation and its debtor-affiliates filed for
bankruptcy petition, they entered into leveraged lease financing
arrangements relating to certain aircraft.  DFO Partnership, an
owner participant under certain Financing Transactions, filed
claims against United Air Lines, Inc., on account of liabilities
with respect to these aircraft:

             Tail No.         Claim No.
             --------         ---------
              N327UA            36280
              N328UA            36280
              N329UA            36280
              N330UA            36280
              N331UA            36280
              N369UA            36280
              N370UA            36280
              N371UA            36280
              N372UA            36280
              N374UA            36280
              N611AW            36281
                                43032
              N612AW            36281
                                43032

The Debtors argued that the Claims are:

   * overstated and must be significantly reduced; and

   * contractually barred and duplicative of other claims
     asserted by or on behalf of the debtholders in the Financing
     Transactions.

The Debtors asked the U.S. Bankruptcy Court for the Northern
District of Illinois to disallow the Claims in full.

To resolve the dispute, the Debtors reached a final settlement
with DFO to allow the Claims at these amounts:

                                             Settlement
         Tail No.        Claim No.             Amount
         --------        ---------           ----------
          N327UA           36280             $1,207,922
          N328UA           36280              1,207,922
          N329UA           36280              1,205,689
          N330UA           36280              1,205,689
          N331UA           36280              1,205,689
          N369UA           36280              1,456,943
          N370UA           36280              1,456,943
          N371UA           36280                756,700
          N372UA           36280              1,456,943
          N374UA           36280                762,008
          N611AW           36281 and 43032    1,051,009
          N612AW           36281 and 43032    1,072,291

The Settlement further provides that:

   (a) each of the Claims will be deemed amended to assert claims
       only for the Settlement Amounts;

   (b) the Amended Claims will be allowed as non-priority
       general, unsecured claims against the Debtors' bankruptcy
       estate;

   (c) the Debtors will withdraw their Objections as to DFO with
       prejudice.

Rebecca O. Fruchtman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, asserts that absent the settlement, protracted
litigation and appeals with respect to the Objections are
assured.  Litigation in the District Court and beyond may spawn
disputes as to the size of the Debtors disputed claims reserve
under the Plan, which could significantly delay interim
distributions after the Plan's effective date.

Accordingly, the Debtors sought and obtained the Court's
authority to enter into the Settlement Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006 (United Airlines
Bankruptcy News, Issue No. 114; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VISIPHOR CORP: Expects to Save $1M Annually After Integrating Unit
------------------------------------------------------------------
Visiphor Corporation (OTCBB: VISRF; TSX-V: VIS; DE: IGYA) has
completed the integration of its operations with those of its
newly acquired subsidiary, Sunaptic Solutions Incorporated.
Through the integration process the Company was able to streamline
operations and achieve operational efficiencies that include the
elimination of 16 employee positions.  These measures represent a
reduction in expenses in excess of $1 million on an annualized
basis.  The company will be taking a restructuring charge of
$102,000 during the first quarter of 2006 for severance costs
associated with the staff reductions.

"We are very pleased with the smoothness with which the
integration has proceeded.  The benefits of the Visiphor-Sunaptic
combination are proving to be even stronger than we had originally
anticipated" said Visiphor President and CEO Roy Trivett.  "The
cost savings we have realized through the increased efficiencies
will allow us to expand our sales and marketing efforts during
2006.  Our focus is on increasing sales revenues and producing
strong bottom-line results for our stakeholders."

In connection with the acquisition, the Company has granted common
share purchase options to the employees of Sunaptic that have
joined Visiphor.  Included in this option grant are a total of
600,000 options granted to two new officers of the Company at an
exercise price of $0.45 with an expiry date of January 5, 2009.   
One third of these options will vest immediately, one third will
vest one year from the date of grant, and the final third will
vest two years from the date of grant.  The option grants are
subject to shareholder approval at the company's Annual General
Meeting on or about May 8, 2006.  

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                         *     *     *

                      Going Concern Doubt

KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WBE COMPANY: Employs Pollak & Hicks as Bankruptcy Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska gave WBE
Company, Inc., permission to employ David G. Hicks, Esq., and the
law firm of Pollak & Hicks, P.C., as its counsel.

Pollak & Hicks will:

   a) advise the debtor as to its rights, duties and powers as a
      debtor-in-possession;

   b) prepare and file the statements, schedules, plans, and other
      documents and pleadings necessary to be filed by the Debtor
      in and throughout this case;

   c) represent the Debtor at all hearings, meetings of creditors,
      conferences, trials, and other proceedings in this case; and

   d) perform such other legal services as may be necessary in
      connection with this case.

The documents filed with the Court did not disclose how much the
Firm will be paid for its services.

Mr. Hicks assures the Court that Pollak & Hicks is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case No.
06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $0 to $50,000 and debts between $10 million to $50
million.


WBE COMPANY: Enterprise Bank Won't Allow Cash Collateral Use
------------------------------------------------------------
Enterprise Bank, N.A., asks the U.S. Bankruptcy Court for the
District of Nebraska to prohibit WBE Company, Inc., from using the
creditor's cash collateral.

Enterprise Bank relates to the Court that it entered into several
loan agreements with the Debtor including Loan No. 7713, Loan No.
8195, Loan No. 7704, Loan No. 7703, and Loan No. 7962.

To secure the Loans, the Debtor granted Enterprise Bank a valid
and perfected security interest in general property including all
furniture, fixtures, equipment, receivables, accounts, chattel
paper, instruments, inventory, general tangibles and intangibles
and all other business assets and in certain specific collateral
which included equipment, vehicles, and other large machinery as
well as the proceeds obtained.

The Bank believes that the Debtor is unable to support its
continued operations without sufficient funds.  The Debtor has not
sought Court approval to utilize cash collateral and has not
sought Enterprise Bank's consent to use its cash collateral.

Accordingly, Enterprise Bank objects and does not consent to the
Debtor's use of any cash collateral pledged to secure repayment of
the prepetition loans.  

Full-text copies of the loan documents, including promissory notes
and security agreements, are available for free at:

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

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case No.
06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $0 to $50,000 and debts between $10 million to $50
million.


WET SEAL: Offers $15.2 Million for G+G Retail's Assets
------------------------------------------------------
The Wet Seal, Inc. (Nasdaq: WTSLA) entered into an asset purchase
agreement to acquire substantially all of the assets of G+G
Retail, Inc., in a transaction to be effected in G+G's Chapter 11
bankruptcy proceeding. G+G filed for chapter 11 protection on Jan.
25, 2006, in the U.S. Bankruptcy Court for the Southern District
of New York.

In connection with the transaction and in an effort to facilitate
the asset acquisition, an affiliate of Prentice Capital
Management, LP, a principal investor of Wet Seal, has made a
commitment to provide G+G with debtor-in-possession financing
which will enable G+G to continue as a going concern through the
anticipated closing date of the Company's asset acquisition.  Wet
Seal's offer for the assets being acquired is $15,200,000.

Wet Seal and Prentice have agreed that upon the closing of the Wet
Seal's asset purchase, the amount outstanding under the debtor-in-
possession facility will be retired by the Wet Seal by the
issuance to Prentice of up to $10,000,000 in shares of the Wet
Seal 's Class A Common Stock and the balance, if any, in cash. The
amount of the shares to be issued to Prentice shall be calculated
based upon the lesser of:

    (x) the weighted average closing price of the Wet Seal's Class
        A Common Stock over the 20 trading days immediately
        preceding Jan. 25, 2006, and

    (y) the last closing sale price of the Wet Seal's Class A
        Common Stock immediately prior to Jan. 25, 2006.

The acquisition is subject to the customary auction procedures
provided for under the Bankruptcy Code, including the receipt of
requisite court orders.  There is no assurance that G+G will not
receive a higher offer for the assets or that the Wet Seal will be
the successful bidder at any auction conducted by G+G.

                         G+G Retail Inc.

Headquartered in New York, New York, G+G Retail Inc. retails  
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for chapter 11 protection on Jan. 25, 2006 (Bankr. S.D.N.Y.
Case No. 06-10152).  William P. Weintraub, Esq., Laura Davis
JOnes, Esq., David M. Bertenthal, Esq., and Curtis A. Hehn, Esq.,
at Pachulski, Stang, Ziehl, Young & Jones P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$100 million and debts between $10 million to $50 million.


                      About The Wet Seal Inc.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. -
http://www.wetsealinc.com/-- is a leading specialty retailer of  
fashionable and contemporary apparel and accessory items. The
Company currently operates a total of 402 stores in 46 states, the
District of Columbia and Puerto Rico, including 309 Wet Seal
stores and 93 Arden B. stores.

                          *     *     *

                         Risks & Warnings   

As reported in the Troubled Company Reporter on Dec. 7, 2005,
Deloitte & Touche LLP expressed an unqualified opinion on
management's assessment of the effectiveness of the Company's    
internal control over financial reporting and an adverse opinion    
on the effectiveness of the Company's internal control over
financial reporting because of material weaknesses after reviewing    
the company's financial statements for the fiscal year     
ending January 29, 2005.     

Last year, in light of its poor operating performance, diminished
liquidity and poor credit standing, the Company initiated a series
of steps to maximize shareholder value.  This began with the
appointment of a special committee of its board of directors
mandated to engage a financial advisor and evaluate strategic
alternatives (including, Wet Seal said, a potential reorganization
under Chapter 11 of the United States Bankruptcy Code).


WINDSWEPT ENV'L: Holtz Rubinstein Replaces Massella as Auditor
--------------------------------------------------------------
Windswept Environmental Group, Inc.'s audit committee dismissed
Massella & Associates, CPA, PLLC, as the Company's independent
accountants and appointed Holtz Rubinstein Reminick LLP.

Massella's report on the financial statements of Windswept for
the fiscal year ended June 28, 2005, did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope, or accounting principles,
except that Massella, in its report for the fiscal year ended
June 28, 2005, expressed substantial doubt about the Company's
ability to continue as a going concern, pointing to its recurring
losses from operations and difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc. --
http://www.tradewindsenvironmental.com/ -- provides a full array
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.


WINSTAR: Lucent Judgment Sparks DIP Loan Trading at High Prices
---------------------------------------------------------------
Members of the DIP Lending syndicate for Winstar Communications,
Inc.'s debtor-in-possession financing are getting offers above par
after news of likely increased creditor recovery circulated in the
market.  The U.S. Bankruptcy Court for the District of Delaware's
decision in a lawsuit involving Lucent Technologies prompted
rumors of possible full recovery under Winstar Communication's DIP
loan.

As reported in the Troubled Company Reporter on Dec. 23, 2005,
the Hon. Joel B. Rosenthal ordered Lucent to pay $244 million,
plus statutory interest and other costs, to Christine Schubert,
the chapter 7 trustee for Winstar Communications.

Winstar brought a breach of contract and bankruptcy preference
action against Lucent Technologies in April 2001.  The chapter 7
trustee took over the prosecution of the lawsuit in 2002.  The
trial was completed in June 2005.  Lucent plans to appeal the
ruling.

                          DIP Financing

As reported in the Troubled Company Reporter on May 16, 2001, the
Bankruptcy Court issued a final order approving the terms of
Winstar Communication's DIP bank facility, which has an initial
availability of up to $75 million (with provisions to increase the
loan amount to $300 million upon the satisfaction of certain
conditions).  Winstar used the DIP facility to fund business
operations after it filed a voluntary Chapter 11 petition on April
18, 2001.  The original DIP Lenders were:

      * Citicorp USA, Inc., as Administrative Agent;
      * The Bank of New York, as Collateral Agent;
      * The Bank of New York,
      * CIBC World Markets Corp.,
      * Credit Suisse First Boston, and
      * J.P. Morgan, a division of Chase Securities, Inc., as
           Co-Syndication Agents and Co-Documentation Agents;
      * Salomon Smith Barney, Inc.,
      * The Bank of New York,
      * CIBC World Markets Corp.,
      * Credit Suisse First Boston, and
      * J.P. Morgan, a division of Chase Securities, Inc., as
           Arrangers; and
      * Citicorp USA, Inc.,
      * The Bank of New York,
      * Credit Suisse First Boston,
      * CIBC, Inc.,
      * The Chase Manhattan Bank, as Lenders.

                      Chapter 7 Conversion

The Debtors' reorganization efforts failed, and the cases were
converted to chapter 7 liquidation proceedings.  As reported in
the Troubled Company Reporter on Feb. 1, 2002, the Debtors sought
and obtained an order from the Court converting their case to a
Chapter 7 liquidation proceeding. Christine Shubert was named as
Chapter 7 trustee.

                  Distributions to DIP Lenders

In November 2002, the Chapter 7 Trustee sought and obtained the
Court's authority to distribute $12.5 million to the Debtors' DIP
Lenders.  The Chapter 7 Trustee further obtained authority to
distribute up to $80.5 million to DIP Lenders.

In August 2004, the Chapter 7 Trustee again sought and obtained
authority to pay DIP Lenders $5 million under the DIP Agreement.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.  
Christine C. Shubert serves as the Debtors' chapter 7 trustee.  
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.


WORLDCOM INC: McCormick Objectors Demand Settlement in Louisiana
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
January 12, 2006, the U.S. Bankruptcy Court for the Southern
District of New York scheduled the final fairness hearing on the
Louisiana right-of-way settlement among WorldCom, Inc., its
debtor-affiliates and William Kimball, H.M. Kimball Jr., and
Elizabeth Kimball Lewis, as class representatives, on February 7,
2006.

Randolph McCormick and 20 other class members oppose the
Bankruptcy Court's ruling on the fairness, adequacy and
reasonableness of the Louisiana Right-of-Way Settlement.

The 20 Other Class Members are:

   * Allen Bellow,
   * Calvin Delafossie,
   * Carla Karam,
   * Charles Stuart Burk,
   * Dennis P. Gobert,
   * Elberta Fruge,
   * Francis Duplachan, Jr.,
   * Jenora Negata,
   * Joseph Tanny Devillier,
   * Kenneth and Elise Miller,
   * Kenneth Jones,
   * Lloyd Manuel,
   * Lloyd P. Leonards, Sr.,
   * Moise Fruge,
   * Nicki Gaspar,
   * Robert Glen Fruge,
   * Ronald Hilts, Sr.,
   * Steve D. Ortego,
   * Wilson Papillion, and
   * Yvonne M. Hyatt.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, LLP, in
New York, argues that:

   (1) The claims process is over burdensome, arduous, and
       patently unfair;

   (2) The timing under which class members must make decisions
       regarding settlement prevent any meaningful opportunity
       for consideration by class members;

   (3) The scope of the servitude agreement in the Settlement far
       exceeds the plaintiff's original injury -- the trespass;

   (4) It releases the railroads from liability without any
       payment of consideration;

   (5) The settlement notice coerces class members to refrain
       from opting-out under threat of retaliation;

   (6) It is unfair to grant servitudes for the property rights
       of class members who do not make a claim for benefits; and

   (7) The class action settlement claim form deters class
       members from making claims by threatening possible
       criminal prosecution.

Additionally, the location of the hearing over 1000 miles away
from the impacted persons and property is cost prohibitive for
many, if not all, of the absent class members to attend, Mr.
Dichter tells Judge Gonzalez.  "By having the hearing in New
York, the Louisiana residents are effectively being deprived of
their right to appear and testify against the terms of this
egregious settlement."

Mr. Dichter asserts that the fairness, adequacy and reasonableness
of the proposed Settlement should be adjudicated in Louisiana by a
Louisiana Court, so that the impacted class members may have a
meaningful opportunity to appear and be heard and afforded their
rights of due process before their property rights are taken from
them.

The Bankruptcy Court should reject the proposed settlement and
send the parties back to craft a settlement that is fair to the
class members, Mr. Dichter contends.

                  Alexander Objectors Support
                McCormick Objectors' Arguments

Don Alexander and 45 other class members agree that the
Settlement is unfair, unreasonable and inappropriate because:

   -- the claim qualification process is extremely difficult to
      understand and to maneuver; and

   -- the decision of the claims administrator is final with no
      right of appeal to any judicial tribunal.

The 45 other class members include:

   * Aaron Batiste,
   * Lionel and Earline Bihm,
   * Mildred Collins,
   * Nita Guidry,
   * Paul Lavergne,
   * Randall and Amy Guillory,
   * Shirley Bihm,
   * Tammy Neal,
   * William Lavergne, and
   * Grace Depass.

The Settlement appears to be designed to maximize the numbers of
disqualified claimants, Kathleen M. LaManna, Esq., at Shipman &
Goodwin LLP, in Hartford, Connecticut, argues.

Ms. LaManna contends that it is difficult to understand what
documentation is required to qualify for the benefits of the
settlement, and may be prohibitively expensive and unduly
burdensome for claimants to obtain the documentation.

In sum, Ms. LaManna avers that the Settlement contains an arduous
and expensive claims process that is unfair to the class members.  
Thus, it should be disapproved.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Bankruptcy Court Disallows Ten No Amount Due Claims
-----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates have reviewed 42 claims
and have concluded that no amount is due to the claimants for one
or more of these reasons:

   (a) The claim was not timely filed by the claimant;

   (b) The claim is based solely on the claimant's purported
       status as an owner of the Debtors' prepetition debt
       securities, and thus is duplicative of claims filed by
       indenture trustees in the Debtors' Chapter 11 cases;

   (c) The claim is based solely on the claimant's purported
       status as an owner of the Debtors' prepetition equity
       securities;

   (d) The claim asserts rights against non-debtor third parties;
       and

   (e) To the extent that the claimants have claims arising from
       the purchase or sale of debt or equity securities of the
       Debtors, the claims have been reclassified as Class 7
       WorldCom Subordinated Claim pursuant to the Subordination
       Order.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to disallow the No Amount Due
Claims.

Among the Claims are:

   Claimant                         Claim No.     Claim Amount
   --------                         ---------     ------------
   Bernhard, Rose F.                  38491           $10,626
   Brager, Estelle                    38488            11,334
   Frid, Dorothy                      38490            16,995
   Kemner, Norman P.                  38480            17,895
   Kossel, James H. & Carol A.        38551            10,884
   Sacco, Robert G.                   38543            21,185
   Salzetti, Richard & Vicki          38494            20,000
   Savers Property & Casualty Ins.    38504           730,162
   Spittler, Jerome & Eileen          38552            10,312
   Star Insurance Company             38502           730,162

                          *     *     *

Judge Arthur Gonzalez expunges the No Amount Due Claims in their
entirety.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 112; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


XYBERNAUT CORP: Goodman & Company Approved as Tax Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave Xybernaut Corporation and its debtor-affiliate permission to
employ Goodman & Company as their tax accountants.

Goodman & Company will:

   1) assist the Debtors in the preparation and filing of required
      tax returns with the appropriate governmental agencies;

   2) prepare federal and state income tax returns with the
      supporting schedules and perform any adjusting journal
      entries to conform the Debtors' books and records to their
      tax records; and

   3) render all other necessary tax accounting services to the
      Debtors in connection with their chapter 11 cases.

Scott M. Brezler, a member of Goodman & Company, reports that his
Firm received a $15,000 retainer.

Mr. Brezler reports Goodman & Company's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Partner                    $278
      Senior Manager             $206
      Manager                    $193
      Supervisor                 $151
      Senior Associate           $133
      Associate                  $116
      Administrative Staff        $69

Goodman & Company assures the Court that it does not represent any
interest materially adverse to the Debtors and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


* Alvarez & Marsal Promotes 4 Senior Members to Managing Directors
------------------------------------------------------------------
Alvarez & Marsal reported that Jeff Feinberg, Robert Campagna, Tom
Baldasare, all members of the firm's U.S. Turnaround and
Restructuring group, and Marc Liebman, a member of the Corporate
Finance group, have been promoted to managing director.

Jeff Feinberg, who is based in New York, has more than 17 years of
experience as a senior executive and proven crisis manager.  He
has served a diverse range of clients as a turnaround advisor or
in interim management roles including chief operating officer,
chief financial officer, chief restructuring officer, and
restructuring advisor.  In 2005, Mr. Feinberg assisted a
consortium of private equity firms that acquired the EMD
Locomotive division of General Motors.  He has been serving as CRO
and COO of a luxury women's accessory company.

Robert Campagna, who is also based in New York, has over 14 years
of experience working with financially distressed companies.  He
specializes in providing restructuring and business advice to
troubled companies and creditor groups on financial, operational,
and strategic business issues.  His primary areas of focus include
the development and evaluation of strategic business plans,
assessment of bankruptcy planning and strategy, assistance in the
procurement of debtor-in-possession financing, and the development
and negotiation of recapitalization strategies and refinancing
plans, as well as Plans of Reorganization.  He is currently
serving in an interim senior management position at a baking and
distribution company.

Tom Baldasare, who is based in Charlotte, specializes in financial
restructuring and refinancing, as well as financial strategies for
corporate turnarounds and restructurings.  With over 30 years of
business experience, and more than 20 years in senior management
positions, Mr. Baldasare has run large lending operations for top
tier financial institutions including Wells Fargo, NationsBank,
Bankers Trust and Deutsche Bank.  He recently directed the
successful wind-down and liquidation of National Energy & Gas
Transmission, Inc.  He has also served as an advisor to a public
company in its successful financial restructuring and assisted a
national collection agency through the bankruptcy process and
subsequent sale of the company.

Marc Liebman, based in the Phoenix office, oversees the Corporate
Finance group's efforts in the western region of the U.S. and
specializes in mergers and acquisitions and restructuring matters.  
He has been involved in numerous transactional, restructuring and
financial advisory assignments involving both public and private
companies, such as AMERCO (parent of U-Haul), Washington Group
Int'l, Top-Flite Golf Company, Regal Cinema, Big Five Sporting
Goods, CSK Auto, MetroOne Telecommunications, World Kitchen, OM
Group, Western Pacific Airlines, UDC Homes, Craig Electronics and
Imperial Corporation of America.

In addition, Alvarez & Marsal recently announced the appointments
of Dennis Stogsdill and Andrew Hede as co-heads of the firm's
Creditor Advisory Services group.

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a   
leading global professional services firm with expertise in
guiding companies and public sector entities through complex
financial, operational and organizational challenges.  Employing a
unique hands-on approach, the firm works closely with clients to
improve performance, identify and resolve problems and unlock
value for stakeholders. Founded in 1983, Alvarez & Marsal draws on
a strong operational heritage in providing services including
turnaround management consulting, crisis and interim management,
performance improvement, creditor advisory, financial advisory,
dispute analysis and forensics, tax advisory, real estate advisory
and business consulting.  A network of nearly 400 seasoned
professionals in locations across the US, Europe, Asia and Latin
America, enables the firm to deliver on its proven reputation for
leadership, problem solving and value creation.


* McMillan Binch Names Andrew Kent to Succeed Graham Scott as CEO
-----------------------------------------------------------------
McMillan Binch Mendelsohn LLP reported that Andrew J. F. Kent will
be succeeding Managing Partner Graham W.S. Scott and assuming the
title of Chief Executive Officer for the firm.

Mr. Scott returns to practicing law full-time and will be
directing the firm's growing health law practice.

"This is the next step in the evolution of McMillan Binch
Mendelsohn", said Mr. Scott.  "Andy Kent's tremendous reputation
in the business community will allow us to take the firm to great
new heights by expanding and strengthening our core competencies
in the area of business law".

"Graham Scott's leadership at McMillan Binch Mendelsohn has
resulted in a stronger firm at both our Toronto and Montreal
offices," said Mr. Kent.  "Among his many accomplishments as
Managing Partner was the internal restructuring of the firm and
our merger with Mendelsohn GP, significantly expanding our range
and reach in the practice of business law."

Mr. Kent intends to focus his energies on external firm issues
such as strengthening its overall practice areas while continuing
to carry on an active practice himself.  To support that vision,
Mr. Kent has appointed Mickey Yaksich as Chief Operating Officer,
to manage internal matters for the firm.

"This is an exciting time for McMillan Binch Mendelsohn", enthused
Mr. Kent.  "I am particularly looking forward to building on the
firm reputation as leaders in private markets practice and
promoting the terrific work done in our public markets practice."

                     About Andrew J.F. Kent

Andy Kent practices business law with a focus on corporate
restructuring, lending and private mergers and acquisitions.  He
is recognized both nationally and internationally as one of the
leading Canadian restructuring and banking practitioners and is
listed in many domestic and international directories including
LEXPERT'S 500 leading lawyers in Canada and Chambers Global Guide
to the World's Leading Lawyers.

               About McMillan Binch Mendelsohn LLP

McMillan Binch Mendelsohn LLP is a leading Canadian business law
firm.  With offices in Toronto and Montreal, the firm is at the
forefront in serving the financial sector, domestic and
international corporations and governments, with a depth of
expertise in the following core areas: financial services,
restructuring, competition as well as mergers and acquisitions.
Key to the firm's success is an emphasis on collaborating on fresh
ideas and a multi-disciplinary approach to handling complex
transactions efficiently.  McMillan Binch Mendelsohn LLP has an
operational philosophy based on its core values of respect,
teamwork, commitment, client service and professional excellence.


* BOOK REVIEW: Wildcatters: A Story of Texans, Oil, and Money
-------------------------------------------------------------
Authors:    Sally Helgesen
Publisher:  Beard Books
Hardcover:  198 pages
List Price: $34.95

Order your personal copy today at:
http://www.amazon.com/exec/obidos/ASIN/1587982161/internetbankrupt

Following three generations of Texas oilmen, Wildcatters covers
the history of this field of business that has always had the
image as a rough-and-tumble business attracting the adventurous
and bold.

Helgesen does not spoil the image.  If anything, her book gives it
support by her portrayals of a number of men of different
generations.  In those early days of the oil industry in the
United States, Texas was the "wild cutting edge of the industry."  
Before the big oil companies gained control of the business it was
"open to any white man who could hustle up the money for a rig,
talk a farmer into leasing the mineral rights to his land, and
then maintain enough optimism or pigheadedness to drill up his
leasehold until he either found oil or convinced himself that he
had made a mistake."  Helgesen's portrayal of the first generation
of Texas oilmen connotes their characteristic energy, enthusiasm,
risk-taking, and also their visions of success which were the
basis for the myth that grew up around them.

The ones who did tap into deposits of oil used the profits to buy
up new leases and founded a dynasty.  Monty Moncrief was one such
man.  A good part of Wildcatters focuses on the life of Dick
Moncrief, Monty's grandson.  Helgesen sees a symmetry between the
first generation and the third generation of Texas oilmen.  The
second, or middle generation, was left mainly to the task of
overseeing the dynasties founded by their fathers.  With the giant
oil companies supplying the U.S. from abroad with all the oil it
needed at low cost, the Texas oil business slowed down.  "The
young bulls of the middle generation found no terrain on which
they might challenge the old bulls' achievements.

But circumstances changed for the third generation.  In 1973, the
cartel named Organization of Petroleum Exporting Countries (OPEC)
decided to raise the prices of its oil.  This suddenly made the
Texas oil fields competitive again, and also presented
opportunities for developing oil fields overseas.  Dick Moncrief
and other third-generation oilmen throughout Texas sprang into
action to pursue the opportunities that had unexpectedly opened up
for them.  Separated by decades in age from their pioneering
grandfathers and facing government bureaucratic regulations in the
oil industry, the third generation nonetheless showed something of
the same initiative, boldness, enterprise, and ambition as the
first generation.  By finding overlooked or underdeveloped oil
fields in foreign countries, forming partnerships with Mexico's
state-controlled oil industry, reviving Texas's moribund oil
business, and searching for new oil fields in the West, the
younger generation of Texas oilmen made their mark as their
grandfathers had.

Wildcatters portrays representative Texas oilmen, and is a well-
woven narrative about this legendary sector of American business.  
Beyond this, Helgesen sees the Texas oil business as exemplifying
and to some degree preserving the frontier spirit of overcoming
challenges with determination, ingenuity, confidence and optimism.

Sally Helgesen works as a speaker and a consultant in the areas of
leadership and workplace change.  She is the author of five books,
including The Web of Inclusion: A New Architecture for Building
Great Organizations_also reprinted by Beard Books_which was cited
in the Wall Street Journal as one of the all-time best books on
leadership.  Articles about her work have appeared in Fortune and
other leading business periodicals.

                             *********

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.


                    *** End of Transmission ***