TCR_Public/060130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 30, 2006, Vol. 10, No. 25

                             Headlines

A PARTNERS: Case Summary & 20 Largest Unsecured Creditors
AMERIGAS PARTNERS: Issues $350 Million of 7.125% Senior Notes
AMERISTAR CASINOS: Earns $14.3 Mil. of Net Income in 2005 4th Qtr.
ANCHOR GLASS: May Pay Up to $4 Million of Critical Vendors' Claims
ANCHOR GLASS: Opposes Allowance of Emhart's Administrative Claim

ANCHOR GLASS: GE Opposes Disclosure Statement Approval
AOL LATIN: Gets Court Approval for Client Transfer to Terra
ATA AIRLINES: Celeste, et al., Object to Plan Confirmation
ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan
BALL CORPORATION: Earns $261.5 Million of Net Income in 2005

BALLY TOTAL: Completes $45-Million Sale of Crunch Fitness Unit
BALLY TOTAL: Glass Lewis Battles Liberation Over Board Nominees
BERRY-HILL GALLERIES: Kramer Levin Retained as Bankruptcy Counsel
BERRY-HILL GALLERIES: Court Okays Consignment Sales Scheme
BLUE BIRD: Case Summary & 20 Largest Unsecured Creditors

BOSTON MORTGAGE: Moody's Junks Rating on Three Class Certificates
BOYD GAMING: Offering $250MM of 7.125% Senior Subordinated Notes
BUFFETS HOLDINGS: Dec. 14 Balance Sheet Upside-Down by $79 Million
CAPITOL FOOD: Case Summary & 6 Largest Unsecured Creditors
CAREFORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors

CASH TECHNOLOGIES: Posts $1.1 Mil. Net Loss in Qtr. Ended Nov. 30
CATHOLIC CHURCH: Portland Disclosure Statement Called Misleading
CATHOLIC CHURCH: Panel Wants Portland's Solicitation Period Ended
CERTEGY INC: Earns $36.3 Mil. of Net Income in Qtr. Ended Dec. 31
COLLINS & AIKMAN: Toyota Wants Decision on Leases Before May 10

COLLINS & AIKMAN: Court OKs Rejection of 15 Contracts and Leases
CONEXANT SYSTEMS: Incurs $24.3MM Net Loss in First Fiscal Quarter
CORNELL TRADING: Committee Wants to Retain Kronish Lieb as Counsel
CORNING INC: Incurs $32 Million Net Loss in Fourth Quarter
DATICON INC: U.S. Trustee Appoints Three-Member Creditors Panel

DELTA AIR: Merrill Lynch Backs $300 Mil. L/C for Credit Card Fees
DONALD CORY: Case Summary & 20 Largest Unsecured Creditors
EAGLEPICHER INC: Files Reorganization Plan & Disclosure Statement
FERRO CORP: S&P Holds BB Corporate Credit & Senior Debt Ratings
FOAMEX INT'L: Panel, et al., Want Solicitation Procedures Denied

FORD MOTOR: Expects to Spend $250MM in Hourly Personnel Lay-Offs
GARDEN RIDGE: Wants Claim Objection Deadline Stretched to June 7
GB HOLDINGS: Court Denies Hiring of Sonnenschein & Libra
GB HOLDINGS: Court Terminates Exclusivity Periods
GENERAL CABLE: S&P Revises Outlook to Positive & Affirms Ratings

GENERAL ELECTRODYNAMICS: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Moody's Reviews Long-Term Rating & May Downgrade
GILMART LTD: Case Summary & 20 Largest Unsecured Creditors
GOODING'S SUPERMARKETS: Final Cash Collateral Hearing Today
HOLLINGER INT'L: Sun-Times Unit Plans to Cut Workforce by 10%

INDUSTRIAL ENTERPRISES: Secures $5 Mil. Financing to Buy Pitt Penn
INEX PHARMA: Shareholders Approve Spin-Out of Immunotherapy Assets
INTERNATIONAL RECTIFIER: Earns $24.2 Mil. in Quarter Ended Dec. 31
ITC HOMES: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: CFO Kerry A. Shiba Resigns for "Personal Reasons"

KMART CORP: Releases 10% of Shares Held in Distribution Reserve
KMART CORP: Court Vacates Stay to Let Wayne County Take Action
MERITAGE HOMES: Earns $102 Mil. of Net Income in 2005 Fourth Qtr.
METALFORMING TECH: Files Joint Liquidating Plan in Delaware
MOSHANNON VALLEY: Case Summary & 20 Largest Unsecured Creditors

MUSICLAND HOLDING: Wants to Pay Prepetition Critical Vendor Claims
MUSICLAND HOLDING: Honors Prepetition Obligations on Interim Basis
NEOGENOMICS INC: Inks $600K New Equity Financing with SKL & Aspen
NEW MOUNT: Case Summary & 19 Largest Unsecured Creditors
NORTHWEST AIR: ALPA Gives $10 Mil. to Help Northwest Pilot Group

NORTHWEST AIR: Investment Banker Outline Three Steps to Recovery
NRG ENERGY: Sells $3.6 Billion of Bonds to Fund Texas Genco Deal
OMEGA HEALTHCARE: Earns $20.3 Million in Quarter Ended Dec. 31
PERFORMANCE TRANSPORTATION: Court Approves $60 Mil. DIP Financing
POWERHOUSE ELECTRONICS: Voluntary Chapter 11 Case Summary

PROXIM CORPORATION: Panel Inks Settlement Deal with Warburg
RATHGIBSON INC: Moody's Rates $200 Million Sr. Unsec. Notes at B2
REFCO INC: Committee Taps Kasowitz Benson as Conflicts Counsel
REFCO INC: Wants Excl. Plan Filing Period Extended Until Sept. 26
REFCO INC: Has Until May 15 to Make Lease-Related Decisions

SIMON FISHMAN: Case Summary & 6 Largest Unsecured Creditors
SKUNA RIVER: Voluntary Chapter 11 Case Summary
STEELCASE INC: Moody's Affirms Ba1 Long-Term Sr. Unsecured Ratings
T&W EDMIER: Case Summary & 20 Largest Unsecured Creditors
TIMELINE INC: Restates Financials for Quarter Ended Sept. 30, 2005

TRICO MARINE: Has Until Feb. 6 to Respond to Salsberg Complaint
UAL CORP: Posts $17 Billion Net Loss in 2005 Fourth Quarter
UNITED AUTO: Moody's Rates $250M Sr. Sub. Convertible Notes at B3
UNITED ONLINE: Debt Repayment Cues Moody's to Withdraw Ratings
WINDOW ROCK: Committee Wants to Hire Peitzman Weg as Counsel

WORLDCOM INC: ERISA Claims Objection Period Extended to March 20

* BOND PRICING: For the week of Jan. 23 - Jan. 27, 2006

                             *********

A PARTNERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A Partners LLC
        2339 Kern Street
        P.O. Box 170
        Fresno, California 93721

Bankruptcy Case No.: 06-10069

Type of Business: The Debtor owns the Helm Building, a 10-story
                  building with over 55,000 square feet
                  of office space available for rent.
                  See http://www.apartnersllc.com/

                  The Debtor previously filed for chapter 11
                  protection on Oct. 28, 2005 (Bankr. E.D.
                  Calif. Case No. 05-62656).  That case was
                  dismissed because the Debtor failed to timely
                  file its Schedules and Statements.

Chapter 11 Petition Date: January 26, 2006

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Estela O. Pino, Esq.
                  Pino & Associates
                  4600 Northgate Boulevard, Suite 215
                  Sacramento, California 95834
                  Tel: (916) 641-2288

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Ronald Allison                          $830,000
   2339 Kern Street
   P.O. Box 171
   Fresno, CA 93721

   PG&E                                    $154,365
   P.O. Box 997300
   Sacramento, CA 95899-7300

   American Gas Management                  $16,160
   P.O. Box 9610
   Rancho Santa Fe, 92067

   Golden Eagle Insurance                   $15,775

   Internal Revenue Service                 $10,694

   Scharton, Jones, German                   $4,365

   California EDD                            $2,761

   Bureau of Fire Prevention                 $2,550

   Franchise Tax Board                       $1,977

   Helon & Manfredo, LLP                     $1,496

   City of Fresno Utility Billing              $624

   Sunset Waste Paper                          $583

   Central California Alarm Co.                $248


AMERIGAS PARTNERS: Issues $350 Million of 7.125% Senior Notes
-------------------------------------------------------------
AmeriGas Partners, L.P., and AP Eagle Finance Corp., last week
issued $350 million principal amount of 7.125% Senior Notes due
2016 in an underwritten public offering.

The Notes were issued pursuant to an indenture among the Issuers
and U.S. Bank National Association, as trustee.

The Notes bear interest at the rate of 7.125% per annum which is
paid semiannually on May 20 and November 20 of each year,
commencing on May 20, 2006.  The Notes mature on May 20, 2016.

The Notes are senior unsecured joint and several obligations of
the Issuers and rank pari passu to all of the issuers' existing
and future senior debt.  However, the Notes are effectively
subordinated to all of the existing and future debt of the
Partnership's subsidiaries, including AmeriGas Propane, L.P., a
Delaware limited partnership, and AmeriGas Eagle Propane, L.P., a
Delaware limited partnership.

The Partnership may redeem some or all of the Notes at any time on
or after May 20, 2011, at prices specified in the Indenture.  The
Partnership may also redeem up to 35% of the Notes at any time
prior to May 20, 2009 with the proceeds from a registered public
equity offering at 107.125% of their principal amount plus accrued
and unpaid interest to the redemption date.  If the Partnership
experiences specific kinds of changes in control, it must offer to
repurchase the Notes at a price equal to 101% of the principal
amount plus accrued and unpaid interest.  The Issuers are subject
to a number of financial and other covenants under the Indenture.

                          Underwriters

As reported in the Troubled Company Reporter on Jan. 18, 2006,
Citigroup Global Markets Inc., Credit Suisse First Boston LLC and
Wachovia Capital Markets, LLC are acting as the joint bookrunning
managers of the offering, and Citigroup Global Markets Inc. is
acting as representatives of the underwriters.

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

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

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

                         Use of Proceeds

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

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

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

     The Company has outstanding:

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

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

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

A full-text coy of the Indenture is available for free at
http://ResearchArchives.com/t/s?4bf

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

                        *     *     *

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

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

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

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

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

   * affirmed its Ba3 corporate family rating.

Moody's said the rating outlook is stable.


AMERISTAR CASINOS: Earns $14.3 Mil. of Net Income in 2005 4th Qtr.
------------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) reported 2005 fourth
quarter and annual financial results.

Consolidated net revenues for the fourth quarter of 2005
were $243.8 million, an increase of 13.6% compared to the
fourth quarter of 2004.  In the fourth quarter of 2005,
consolidated operating income increased $1.8 million, or 4.8%,
to $39.7 million compared to the fourth quarter of 2004.
Consolidated operating income margin decreased 1.4% from the
prior-year fourth quarter to 16.3%.  For the fourth quarter of
2005, net income was $14.3 million, relatively unchanged compared
to the fourth quarter of 2004.

For the full year, the Company had net revenues of $961.4 million,
an increase of $106.7 million, or 12.5%, over 2004.  Casino
revenues for the year ended Dec. 31, 2005 increased $117 million,
or 13.7%, from 2004, including increases in slot and poker
revenues of 15.2% and 17.2%.  For the full year 2005, consolidated
operating income and EBITDA reached record levels of $168 million
and $254.1 million.  Corporate expense increased $8.7 million, or
22.1%, compared to 2004.  Net income for the full year 2005
increased to $66.3 million from $62 million in 2004, and diluted
earnings per share improved to $1.16 from $1.11.

The Company's financial position remains strong, with
approximately $106.1 million of cash and cash equivalents and
$794.6 million of available borrowing capacity under our new
revolving loan facility as of Dec. 31, 2005 (approximately
$420 million of which will be used to fund the redemption of
the Company's senior subordinated notes in February 2006).

On Feb. 15, 2006, Ameristar Casinos will redeem all $380 million
outstanding principal amount of our 10-3/4% Senior Subordinated
Notes due 2009 at a redemption price of 105.375% of the principal
amount, plus $20.4 million in accrued and unpaid interest to the
redemption date.

Craig H. Neilsen, Chairman and CEO, stated: "The year 2005 was the
most prosperous in the Company's history.  We continued to improve
upon the financial successes of prior years by further increasing
revenues, profitability and cash flows.  Our performance in 2005
extends our trend of growth in key performance indicators -- net
revenues, operating income, EBITDA, net income and earnings per
share -- for a fourth consecutive year."

Headquartered Las Vegas, Nevada, Ameristar Casinos, Inc. --
http://www.ameristarcasinos.com/-- is a leading Las Vegas-based
gaming and entertainment company known for its premier properties
characterized by innovative architecture, state-of-the-art casino
floors and superior dining, lodging and entertainment offerings.
Ameristar's focus on the total entertainment experience and the
highest quality guest service has earned it a leading market share
position in each of the markets in which it operates.  Founded in
1954 in Jackpot, Nevada, Ameristar has been a public company since
November 1993.  The company has a portfolio of seven casinos in
six markets: Ameristar St. Charles (greater St. Louis); Ameristar
Kansas City; Ameristar Council Bluffs (Omaha, Nebraska and
southwestern Iowa); Ameristar Vicksburg (Jackson, Mississippi and
Monroe, Louisiana); Mountain High in Black Hawk, Colorado (Denver
metropolitan area); and Cactus Petes and the Horseshu in Jackpot,
Nevada (Idaho and the Pacific Northwest).

Ameristar Casinos, Inc.'s 10-3/4% Senior Subordinated Exchange
Notes due 2009 carry Moody's Investors Service's and Standard &
Poor's single-B rating.


ANCHOR GLASS: May Pay Up to $4 Million of Critical Vendors' Claims
------------------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida directs Anchor Glass Container
Corporation to file an affidavit with the Court containing the
list of Critical Vendors and the justification for classifying
them as Critical Vendors.

The affidavit, Judge Paskay adds, will remain under seal.

Subject to the approval of the Official Committee of Unsecured
Creditors, the Court authorizes the Debtor to pay not more than
$4,000,000 to the Critical Vendors.

                    Schneider Will Appeal

Schneider National Carriers, Inc., believes that there are
significant procedural and substantive defects regarding the
content, lack of specificity and insufficient evidentiary
foundation to support the Court's entry of the Critical Vendor
Order.

Schneider believes that grounds may exist for it to take an
appeal of the Critical Vendor Order.

Hence, Schneider asks the Court for more time to file a notice of
appeal of the Critical Vendor Order.

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: Opposes Allowance of Emhart's Administrative Claim
----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to require Emhart Glass, SA, to
provide additional information to support its alleged
administrative expense claim and deny the request to the extent
that additional information does not represent goods used
postpetition.

Emhart sought payment of an administrative expense claim for
certain transactions occurring postpetition.  The Application was
asserted under Sections 503(b)(1)(a) and 503(b)(9) of the
Bankruptcy Code.

Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,
Florida, argues that Section 503(b)(9) is a new section of the
Bankruptcy Code, and does not apply to the Debtor's case.  The new
section took effect on October 17, 2005, and the Debtor's case
commenced before that date.  Therefore, Emhart failed to state a
claim on which relief can be granted.

Alternatively, Ms. McLeroy asserts that Emhart failed to provide
sufficient detailed information for the Debtor to determine
whether the amounts sought represent goods used by the Debtor
postpetition.  Specifically, Anchor Glass is unable to determine
whether Emhart's request represents charges for goods used
postpetition.

Without additional information, Anchor Glass cannot accurately
evaluate whether the amounts asserted are postpetition
administrative expenses.  However, based on a review of the
Debtor's books, the Debtor believes that all charges for goods
utilized by the Debtor postpetition have been paid to Emhart.

The Official Committee of Unsecured Creditors supports the
Debtor's arguments.

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: GE Opposes Disclosure Statement Approval
------------------------------------------------------
General Electric Capital Corporation asks the U.S. Bankruptcy
Court for the Middle District of Florida to deny approval of the
Disclosure Statement explaining Anchor Glass Container
Corporations' Plan of Reorganization.

The Debtor owes $9,600,000 to GE for the lease of equipment
located at Anchor Glass' Elmira, New York plant.

Pursuant to its Plan of Reorganization and Disclosure Statement,
the Debtor proposes to distribute to GE Capital new equity in the
reorganized Debtor "equal in value" to the allowed amount of GE's
claim.

Philip V. Martino, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in Tampa, Florida, points out that the Debtor relies on the
theory that the treatment satisfied the "indubitable equivalent"
requirement for the confirmation of a plan of reorganization.

Mr. Martino notes that the equipment is worth far in excess of GE
Capital's claim.

Mr. Martino contends that a secured creditor cannot be forced to
accept equity in the reorganized Debtor as purported indubitable
equivalent of its secured claim because the treatment does not
assure the secured creditor that the value of its claims will be
realized.  Mr. Martino adds that the proposed equity treatment
improperly shifts the risks of reorganization to the secured
creditor, especially where the debtor has been in bankruptcy
three times.

In addition, Mr. Martino says the Disclosure Statement lacks
critical information that would allow GE Capital or any other
creditor to determine whether to vote for the Plan.  The
Disclosure Statement provides little information as to:

   -- the valuation of the company or its assets;

   -- whether the Plan satisfies the "best interests" test in
      Section 1129(a)(7) of the Bankruptcy Code;

   -- how the Plan can be confirmed under the "cram down"
      provisions of Section 1129(b) over GE Capital's opposition;
      and

   -- whether the Plan satisfies the "feasibility" test in
      Section 1129(a)(11).

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)


AOL LATIN: Gets Court Approval for Client Transfer to Terra
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
America Online Latin America Inc. aka AOL Latin America Inc. to
transfer its subscribers to ISP Terra, Business News Americas
reports.

AOL Latin sought for bankruptcy protection in June 2005 and
submitted in December 2005 a request for the transfer of its
subscribers in Brazil to Terra, which is owned by Spain's
Telefonica S.A.

Terra is expected to pay AOL Latin up to $2 million for the
transfer, but the amount depends on the number of clients
transferred to Terra's services, and on the number of active
clients at the time when the deal was made between the companies,
Business News relates.

Transferring the subscribers to Terra means that AOL Latin would
cease operations in Brazil.

AOL Latin America offers AOL-branded Internet service in
Argentina, Brazil, Mexico and Puerto Rico, as well as localized
content and online shopping over its proprietary network.  Main
shareholders in AOL Latin are US internet provider America Online,
Venezuela's Cisneros Group and Brazil's second largest private
bank, Banco Itau.

AOLA ended in late November 2005 its marketing alliance with Banco
Itau, with the bank agreeing to pay $3.7 million to AOLA and AOLA
Brasil to escape potential liabilities under the marketing
agreements.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for Chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed total assets of $28,500,000
and total debts of $181,774,000.


ATA AIRLINES: Celeste, et al., Object to Plan Confirmation
----------------------------------------------------------
As previously reported in the Troubled Company Reporter, ATA
Holdings Corp., ATA Airlines, Inc., ATA Leisure Corp., and ATA
Cargo, Inc., delivered their first amended joint plan of
reorganization and disclosure statement explaining the plan to the
U.S. Bankruptcy Court for the Southern District of Indiana on
November 23, 2005.  MatlinPatterson Global Advisers LLC, a
Delaware limited liability company, is a co-proponent of the Plan.

As previously reported in the Troubled Company Reporter, the
Honorable Basil H. Lorch will consider confirmation of the
Debtors' plan today, January 30, 2006.

                      Confirmation Objections

(a) Celeste Industries

Celeste Industries Corp. is a designer, manufacturer and seller of
various airline passenger amenities, including pillows, hand soap
and towels.  Celeste and ATA Airlines, Inc., are parties to an ATA
Cabin Supplies Contract.

On October 3, 2005, the parties amended the ATA Cabin Supplies
Contract to extend the term of the Contract to October 27, 2008.
Celeste agreed to accept a cure payment that is less than one-
fourth of what it would otherwise have been entitled to receive
under Section 365, but it would only do so if certain conditions
were satisfied including, without limitation, Celeste's continued
right to assert postpetition claims against ATA Airlines and the
Reorganizing Debtor's agreement to waive any avoidance claims it
may have against Celeste.

According to John M. Rogers, Esq., at Rubin & Levin, P.C., in
Indianapolis, Indiana, Celeste wants to ensure that the Amended
Plan accurately reflects the Reorganizing Debtors' apparent
intention to honor all of the terms of the Amended Contract, and
that Celeste will receive its $25,000 Cure Payment.

(b) InternetAd Systems

InternetAd Systems, LLC, holds four patents and is licensed under
the Patents to enforce them.  Among other things, the Patents
disclose and claim apparatus and methods used to display certain
advertising, informational and branding messages that appear
between or outside Web pages.  The Patents cover many Internet
Messages that appear on various Web sites -- including
http://www.ata.comwhich is owned or operated by the Reorganizing
Debtors.

Josephine Garrett, Esq., in Fort Worth, Texas, asserts that,
because the technology covered by the Patents is valuable to the
Reorganizing Debtors and because it is likely that they will wish
to continue to use the technology following their possible Plan
confirmation, the parties have entered into negotiations regarding
the acquisition of a license for use of the Patents.

InternetAd asks the Court to ensure that its rights to enforce its
Patents and to seek recovery for future infringement of the
Patents will not be limited or affected in any way by ATA's
reorganization proceeding.

(c) NatTel

NatTel, LLC, asks that the Court deny confirmation of the Amended
Plan pursuant to Section 1128(b) of the Bankruptcy Code.

Jack E. Robinson, president of NatTel, tells the Court that the
Plan is not confirmable because, inter alia, the Reorganizing
Debtors, MatlinPatterson Global Opportunities Partners II, the
New Investor, and all of the Released Parties, excluding the City
of Chicago, jointly and severally:

    (i) are responsible for saddling the estate of C8 Airlines,
        Inc., formerly known as Chicago Express Airlines, Inc.,
        with $481,000,000 of prepetition debt and $40,000,000 of
        postpetition debt for which no value was received by C8;

   (ii) owe C8 at least $15,600,000 prepetition as determined by
        Kenneth J. Malek, CPA, the examiner appointed in ATA's
        Chapter 11 cases;

  (iii) thwarted all postpetition attempts by NatTel to sell C8 as
        a going concern and maximize the value of C8 for C8's
        creditors at a cost to the C8 estate of at least
        $4,000,000, represented by the increased value provided
        by the aborted Okun Enterprises, Inc., transaction which,
        in turn, was caused by the inability of Okun to obtain
        approvals from the U.S. Department of Transportation and
        Federal Aviation Administration for the transfer of C8's
        DOT and FAA certificates once C8 had shut down;

   (iv) siphoned off at least $22,600,000 in net after-tax profits
        generated by C8 in 2003 and 2004 alone; and

    (v) caused C8 additional damages, to be determined in an
        adversary proceeding, during the past six months in which
        the Plan Proponents and the Released Parties have
        negotiated and pursued confirmation of the Plan to further
        their own interests and line their own pockets at the
        expense and to the detriment of C8 and its creditors.

Mr. Robinson contends that confirmation of the Plan would, inter
alia, allow the CEA Fiduciaries to escape joint and several
liability for at least $42,200,000 in claims due and owing to C8,
plus accrued interest and other expenses arising from the
$521,000,000 in debt with which C8 was unlawfully saddled.

If the Court overrules its objection, NatTel asks Judge Lorch to
stay the Confirmation Order pending appeal.

(d) City of Chicago

The City of Chicago complains that the Amended Plan purports to
authorize the Reorganizing Debtors' assumption of two executory
contracts with Chicago that cannot be assumed because either: (a)
the contract has already been assumed or (b) the Reorganizing
Debtors have no rights remaining under the contract.

The Reorganizing Debtors notified Chicago that it will assume
these contracts in connection with confirmation of the amended
Plan:

    (a) The Chicago-Midway Airport Use Agreement and Facilities
        Lease, effective January 1, 1997, as amended as of
        December 10, 1999;

    (b) The Hanger Lease and Right of Entry at Chicago, Midway;

    (c) The Fuel System Interline Agreement; and

    (d) The Loan Agreement for Funding ATA Expansion Gates.

Chicago has no objection to the assumption of the Interline
Agreement and the Loan Agreement, and the related cure amounts.
However, Chicago asserts that the Reorganizing Debtors can't
assume the Midway Use Agreement or the Hanger Agreement because:

    -- the Midway Use Agreement was already assumed by the
       Reorganizing Debtors, and

    -- the Debtors no longer have any rights under the Hanger
       Agreement since it was terminated on June 30, 2004.

Accordingly, Chicago asks the Court to exclude the Midway Use
Agreement and the Hanger Agreement from the Amended Plan.

(e) Microsoft Corporation

Microsoft Corporation and its wholly owned affiliate, Microsoft
Licensing, and ATA Airlines, Inc., are parties to a number of
agreements.  Microsoft complains that the Reorganizing Debtors
have inaccurately identified the agreements and inaccurately
estimated the cure amounts at $0.  Microsoft asserts about
$200,000 in cure amounts.

(f) AMR Leasing

AMR Leasing Corporation leased six Saab Model 340B aircraft to
ATA Airlines, Inc.

ATA rejected the lease agreements in April 2005.

AMR sought payment of Claims relating to lease obligations for
approximately $5,400,000.  Through AMR's mitigation efforts,
AMR's Claims now total $1,500,000.

To prevent the risk of nonpayment of its administrative claims,
AMR suggests that the Reorganizing Debtors reserve $1,500,000.

AMR asserts that the Claims must be paid in full on the effective
date.

(g) Bank of Indiana

The National City Bank of Indiana asserts that the Debtors owe it
at least $4,463.  The Bank complains that the Debtors understated
its cure amount in the Amended Plan.

(h) ATS

Airport Terminal Services, Inc., provides ground service handling
and other services to the Reorganizing Debtors at various airport
locations pursuant to a master agreement for airport services
containing terms and conditions and a series of annexes related to
each individual airport location.  The Master Agreement and the
individual annexes create a series of executory contracts.

ATS asserts that the Amended Plan should reflect these cure
amounts to the executory contracts the Reorganizing Debtors wish
to assume:

      Washington National Airport            $77,966
      Los Angeles International Airport     $188,533

(i) General Electric

General Electric Capital Corporation and the Reorganizing Debtors
are parties to an Equipment Lease Agreement.

General Electric wants the Reorganizing Debtors to pay their dues
owed -- $76,778 for payments due November 22, 2005, through
January 2006.

(j) Travelers Casualty

From time to time before the Petition Date, Travelers Casualty and
Surety Company of America issued various surety bonds on behalf of
certain of the Reorganizing Debtors assuring the relevant
Reorganizing Debtors' performance of various obligations to third
parties.

Travelers seeks to clarify and confirm that the Reorganizing
Debtors have designated Travelers as the holder of an Other
Secured Claim under the amended Plan.  Travelers says the Amended
Plan must clarify that:

    (i) it does not prejudice, impair, waive, limit or otherwise
        affect the rights, claims and defenses of Travelers
        regarding the Bonds, the Indemnity Agreement and the
        Letter of Credit which secures the Claims.

   (ii) it does not release, compromise, or otherwise affect in
        any way Travelers' rights against any indemnitor or third
        party; and

  (iii) it preserves and reserves all of Travelers' rights and
        defenses, including by way of subrogation or any other
        surety defenses available in law or equity, against any
        entity or person with respect to any claim raised under
        the Bonds.

In conjunction with the issuance of the Bonds, the Debtor ATA
Holdings Corp., executed a General Contract of Indemnity in favor
of Travelers dated September 8, 1997.  Pursuant to the terms of
the Indemnity Agreement, ATA Holdings is obligated to indemnify
Travelers in full in the event Travelers incurs any loss, cost or
expense in connection with the Bonds or is required to make
payment under any of the Bonds.

(k) Dallas Airport

According to the Dallas/Fort Worth International Airport Board, as
of January 1, 2006, ATA Airlines owed it $395,155 prepetition and
$816,026 postpetition pursuant to a Use Agreement.

The Board asks the Court to fix the cure amount for the Use
Agreement at $1,211,181.

The Board also complains that the Amended Plan:

    (i) does not comply with several provisions of Section 1129 of
        the Bankruptcy Code;

   (ii) does not provide adequate means for its implementation;

  (iii) is not fair and equitable; and

   (iv) violates creditors' rights to due process.

(l) Illinois Department of Revenue

The Department of Revenue in the State of Illinois asserts a
priority tax claim for $500,000.  The Amended Plan proposes to pay
priority tax claims over a six-year period from assessment with
interest at the 90-day U.S. Treasury Bill rate.

The Department argues that this rate is clearly too low to provide
the State with the "present value" of its Claim, and there is a
question concerning whether the Reorganizing Debtors would pay
interest on administrative tax claims under the Amended Plan.

Section 1129(a)(9)(C) of the Bankruptcy Code requires that
priority tax claims should be paid in full and to the extent that
payment is deferred after the effective date, the reorganized
debtor must pay "present value" interest.  The current rate on the
90-day T-bill is approximately 3.56%.  The Department says the
Reorganizing Debtors do not qualify for the interest rates
available to the United States, as it does not have the credit-
worthiness of the United States.

Accordingly, the Department asks the Court to rule that the proper
methodology to determine "present value" interest rates is to
apply the formula approach.  Under this method, adjustments are
made to the prime rate to account for risk factors, and given that
the current prime rate is 7.25%, the Department submits that the
"present value" interest rate to be paid on deferred unsecured
priority tax claims should be 8-9%.

(m) Washington Airports

The Metropolitan Washington Airports Authority and the City of
Phoenix, and the Reorganizing Debtors are parties to multiple
agreements for the use and the lease of the facilities at the
Airports.

The Airports object to the Amended Plan because:

    (a) it incorrectly estimated their cure amounts and fails to
        properly identify the Agreements to be assumed.  The
        correct amount should be $45,850 for MWAA and $36,536 for
        the City of Phoenix;

    (b) it improperly attempts to modify rights under Section
        365(b)(1) of the Bankruptcy Code;

    (c) it permits alteration to the Schedule of Assumed Contracts
        after voting and confirmation;

    (d) it improperly attempts to assign assets of the Airports;
        and

    (e) it does not provide adequate assurance of future
        performance to the City of Phoenix.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan
------------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of Indiana draft
copies of:

    -- an Amended and Restated Loan Agreement dated as of
       February [__], 2006, among ATA Airlines, Inc., as
       Borrower, ATA Holdings Inc., and its Subsidiaries, Air
       Transportation Stabilization Board, as Tranche A Lender,
       Citibank, N.A., as Tranche B Lender, Citibank, N.A., as
       Collateral Agent, and Citibank, N.A., as Agent.
       A full-text copy of the Loan Agreement is available for
       free at:

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

    -- a Form of Promissory Note, a full-text copy of which is
       available for free at:

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

    -- a Mortgage and Security Agreement Dated as of [_______],
       2006 made by the [Unidentified] Grantors, in favor of
       [_______], as Collateral Agent.  A full-text copy of the
       Security Agreement is available for free at:

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

As previously reported, ATA Airlines, ATA Holdings Corp., the
Board, a consortium of lenders and agents, and BearingPoint,
Inc., as Loan Administrator, are parties to a Loan Agreement dated
as of November 20, 2002, pursuant to which the lenders made a
single term loan to ATA Airlines aggregating $168,000,000.

The Plan of Reorganization contemplates, among other things, the
reinstatement of the ATSB Secured Claim together with an amount
-- not to exceed $2,500,000 -- in respect of the fees and expenses
incurred by the Lenders, the Participants, the Agent and the
Collateral Agent.  The Lenders are willing to reinstate the
Loan and amend and restate the Original Loan Agreement.

The Amended and Restated Loan Agreement includes three key
financial covenants:

(a) The Debtors promise to maintain Required Available Cash of no
    less than:

     Period                                   Fixed Cash Amount
     ------                                   -----------------
     Effective Date through December 31, 2006     $40,000,000
     January 1, 2007 through March 31, 2007       $35,000,000
     April 1, 2007 through September 30, 2007     $30,000,000
     October 1, 2007 through March 31, 2008       $25,000,000
     April 1, 2008 through September 30, 2009     $20,000,000

(b) The Debtors agree to maintain a Leverage Ratio (meaning the
    ratio of Consolidated Indebtedness (excluding accounts payable
    and indemnification obligations) to EBITDAR (subject to
    airline-specific adjustments) that won't exceed:

                                     Applicable Consolidated
     Fiscal Quarter Ending        Indebtedness to EBITDAR Ratio
     ---------------------        -----------------------------
     March 31, 2007                         6.75 : 1.00
     June 30, 2007                          7.00 : 1.00
     September 30, 2007                     7.00 : 1.00
     December 31, 2007                      7.00 : 1.00
     March 31, 2008                         6.75 : 1.00
     June 30, 2008                          6.50 : 1.00
     September 30, 2008                     6.25 : 1.00
     December 31, 2008                      6.00 : 1.00
     March 31, 2009                         5.75 : 1.00
     June 30, 2009                          5.50 : 1.00

(c) The Reorganized Debtors covenant that the ratio of
    Consolidated EBITDAR to Fixed Charges (interest expense plus
    lease payments) will not exceed:

                                     Applicable Consolidated
                                  EBITDAR to Consolidated Fixed
     Fiscal Quarter Ending                 Charges Ratio
     ---------------------        -----------------------------
     March 31, 2007                         0.850 : 1.00
     June 30, 2007                          0.850 : 1.00
     September 30, 2007                     0.850 : 1.00
     December 31, 2007                      0.850 : 1.00
     March 31, 2008                         0.900 : 1.00
     June 30, 2008                          0.925 : 1.00
     September 30, 2008                     0.950 : 1.00
     December 31, 2008                      0.975 : 1.00
     March 31, 2009                         1.000 : 1.00
     June 30, 2009                          1.025 : 1.00

To induce the Lenders to enter into the Loan Agreement, the
Grantors and the Collateral Agent will enter into the Security
Agreement.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BALL CORPORATION: Earns $261.5 Million of Net Income in 2005
------------------------------------------------------------
Ball Corporation [NYSE:BLL] reported full year 2005 net earnings
of $261.5 million on sales of $5.75 billion, compared to
$295.6 million on sales of $5.44 billion in 2004.

The 2005 results include net after-tax charges of $25.7 million
related to various business consolidation and debt refinancing
costs during the year.  The 2004 results included an after-tax
gain of $9.5 million related primarily to China business
consolidation activities.

Fourth quarter 2005 net earnings were $44.6 million on sales of
$1.29 billion, compared to $56.4 million on sales of $1.26 billion
in the fourth quarter of 2004.  The 2005 fourth quarter results
include business consolidation and debt refinancing costs of
$7.3 million, or seven cents per diluted share.  The 2004 fourth
quarter results included a net gain of $5.3 million, or five cents
per diluted share, from the China business consolidation
activities.

R. David Hoover, chairman, president and chief executive officer,
said results for 2005 were in line with the company's expectations
for the year and were rewarding in view of a difficult cost
environment for primary materials used in the manufacture of
packaging products as well as for energy, fuel and coating
materials.

"On a comparable basis, excluding business consolidation and debt
refinancing costs in both years, our diluted earnings per share
grew from $2.52 cents to $2.62 cents," Mr. Hoover said.  "2005 was
also significant for the investments we began to make in our best
performing businesses, the further improvement in our overall
financing structure and the large number of our shares we
repurchased.  Our capital projects have been progressing extremely
well and our financial actions have helped position us nicely for
the future."

                             Outlook

"We are pleased with our results in a challenging 2005, even
though the 4 percent improvement in diluted earnings per share
from operations was below our goal to increase those earnings 10
to 15 percent per year over time," Hoover said. "In 2006 we
anticipate improvement more in line with our stated goals as we
compensate for some of the cost pressures we face with stringent
controls and cost recovery measures throughout the corporation.

"We expect volumes in our North American beverage can operations
to return to 2004 levels after a dip in 2005, and for growth in
demand for our specialty cans to continue," Mr. Hoover said.  "Our
plastic container operations will attempt to build on their
improved 2005 performance.  Our metal food can operations are in a
challenging environment.  We closed a plant in 2005 and are
working on numerous projects to improve results in those
operations.

"Indications are that 2006 will be the year the beverage can
begins a comeback in Germany after three years of being largely
out of the market due to the imposition of a deposit on containers
without an adequate system to handle the redemption of deposit
containers," Mr. Hoover said.  "That, plus production from our
Belgrade plant, provide upside in our international packaging
segment, though we recognize there may be cost pressures, exchange
rates and other variables in Europe and China that could affect
results as well.

"We expect another strong year in our aerospace and technologies
segment, though operating earnings could decline marginally due to
an increase in non-cash pension costs," Mr. Hoover said.  "Strong
demand continues for our capabilities and we see opportunities for
sustained growth in defense/intelligence, remote sensing and space
exploration in particular."

Raymond J. Seabrook, senior vice president and chief financial
officer, said lower interest expense, a low effective tax rate, a
reduced number of shares outstanding and continued strong cash
flow generation all contribute to a positive outlook for 2006.
"Our free cash flow should be in the range of $250 million in
2006, after capital spending, on top of the $267 million we
generated in 2005," Mr. Seabrook said.  "We are entering the
second year of a three-year capital spending program to make
improvements in our packaging segments and accommodate continued
growth in our aerospace segment.

"We repurchased more than $350 million of our stock in 2005," Mr.
Seabrook added, "and the 2006 stock buyback is anticipated to be
in the $150 million range.  New accounting rules for expensing
stock options are expected to reduce our 2006 diluted earnings per
share by three cents."

Ball Corporation supplies metal and plastic packaging products,
primarily for the beverage and food industries.  The company also
owns Ball Aerospace & Technologies Corp., which develops sensors,
spacecraft, systems and components for government and commercial
markets.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to Broomfield, Colorado-based Ball Corp.'s $1.475 billion
senior secured credit facilities.

Standard & Poor's also affirmed its 'BB+' corporate credit rating
on the company.  S&P said the outlook is positive.


BALLY TOTAL: Completes $45-Million Sale of Crunch Fitness Unit
--------------------------------------------------------------
Bally Total Fitness has completed the sale of its Crunch Fitness
division for $45 million in cash to an investor group formed by
Angelo, Gordon & Co., an alternative asset investment management
firm. Crunch will be led by Marc Tascher, a leading entrepreneur
and club industry veteran.

"Both sides have worked diligently to satisfy the closing
conditions and we are pleased that we were able to bring this
deal to a successful completion," said Paul Toback, Chairman and
chief executive officer of Bally.  "As we have said previously,
completing this transaction enables us to better focus our
resources toward building the Bally brand and reducing debt."

"We believe Crunch is uniquely positioned for growth in its core
urban markets as well as in new markets given its tremendous
brand name recognition and loyal membership base," said Brent
Leffel, a Director in the private equity group of Angelo Gordon.
"We have earmarked a significant amount of capital to upgrade
existing clubs and expand our footprint."

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

                        *    *    *

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


BALLY TOTAL: Glass Lewis Battles Liberation Over Board Nominees
---------------------------------------------------------------
Glass Lewis & Co., LLC, a proxy advisory firm, recommended that
Bally Total Fitness' shareholders vote in favor of the Company's
key proxy proposals, including its board nominees and proposed
2006 Omnibus Equity Compensation Plan.

Bally's board slate includes two candidates also nominated by
Pardus Capital Management, a dissident hedge fund, plus Eric
Langshur, the current chairman of Bally's Audit Committee. Glass
Lewis also recommended that Bally shareholders reject all
stockholder proposals put forth by Liberation Investment Group,
another dissident hedge fund led by a disgruntled former employee
consultant to the Company.

Glass Lewis' report says, ". . . in our opinion, the Dissident's
arguments fall short given their failure to advance an alternative
plan for Bally.  As such, investors must assume that the
Dissidents believe that management's new plan is the best growth
alternative for the Company at this time.  Considering the
Dissident's admission that they are 'investors, not operators' of
companies, it would seem clear that faced with the uncertainty of
not having a chief executive, the current management team is the
best choice for shareholders."

Regarding the director nominees, the report notes,". . . on
balance, Mr. Langshur's knowledge with respect to Bally's
financial reporting travails will likely prove more beneficial to
shareholders than Mr. Kornstein's admittedly strong banking
expertise.  In particular, in light of the potential sale of the
Company, we believe Mr. Langshur's intimate knowledge of Bally's
financial statements would prove invaluable during due diligence
with a potential acquirer or strategic investor."

Commenting on the Glass Lewis recommendations, John W. Rogers,
Jr., Lead Director of Bally's Board, said, "We are very pleased
that Glass Lewis has asked shareholders to support Bally's
director slate which includes Eric Langshur.  Eric joined the
Bally Board in December 2004, and quickly took on a key leadership
role on the Audit Committee, which he has effectively led for the
last six months and now Chairs.  Eric has been immensely helpful
to the Company and its finance team, having led them successfully
through the arduous financial restatement process and helped
restore integrity to the financial reporting process at Bally.  We
are also pleased that all three major proxy advisory firms have
rejected Liberation's proposals in recent days, including Glass
Lewis, ISS and Proxy Governance, Inc."

The recommendations by Glass Lewis followed Bally's participation
in a January 20 "Proxy Talk" presentation, in which Paul Toback,
Bally's Chairman and CEO, Marc Bassewitz, General Counsel, and
Adam Metz, one of Bally's outside Directors, made the case for
Bally's proposals.

Bally's presentation followed earlier comments from Emanuel
Pearlman and Nicole Jacoby of Liberation and one of Liberation's
attorneys.  During each presentation, Glass Lewis asked questions
they had prepared, as well as those submitted from their
institutional investor clients.

"We were pleased with the opportunity to juxtapose Bally's
presentation of substance and results with that of one of its
dissidents, who clearly has no plan for the Company.  We are even
more gratified at the subsequent recommendations made by Glass
Lewis, a truly independent third party whose unbiased analysis
carries significant weight with institutional investors.  On
behalf of all Bally shareholders, we thank them for their efforts
in providing an effective forum for investors to sort through the
rhetoric about Bally Total Fitness," said Paul A. Toback, Chairman
and CEO of Bally.

Bally urges shareholders to vote for the Bally nominees by
signing, dating and returning the WHITE proxy card.  Shareholders
with questions or in need of assistance in voting their shares
should contact Bally's proxy solicitor, MacKenzie Partners,
toll-free at 800-322-2885 or collect at 212-929-5500.

                        About Glass Lewis

Glass Lewis is a leading investment research and proxy advisory
firm focused focused on helping institutional investors make more
informed investment and proxy voting decisions by identifying
business, legal, fiduciary and financial statement risks at more
than 7,000 companies worldwide.

                        About Bally Total

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

                         *     *     *

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

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


BERRY-HILL GALLERIES: Kramer Levin Retained as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Berry-Hill Galleries, Inc., and its debtor-affiliate, Coram
Capital LLC, permission to retain Kramer Levin Naftalis & Frankel
LLP, as its counsel.

Kramer Levin is expected to:

   a) provide the administration of these cases and the exercise
      of oversight with respect to the Debtors' affairs, including
      all issues arising from or impacting the Debtors or these
      chapter 11 cases;

   b) prepare necessary applications, motions, memoranda, orders,
      reports and other legal papers  on behalf of the Debtors;

   c) appear in Court and at various meetings to represent the
      interests of the Debtors;

   d) represent the Debtors in examining and negotiating any
      potential refinancing of the Debtors' businesses;

   e) negotiate with any DIP lender, as well as any creditors'
      committee appointed in these cases, for the benefit of the
      estates;

   f) formulate, negotiate, draft, and pursue confirmation of a
      plan of reorganization and matters related;

   g) communicate with creditors and others as the Debtors may
      consider desirable or necessary; and

   h) perform all other legal services for the Debtors in
      connection with these chapter 11 cases, as required under
      the Bankruptcy Code.

Robert T. Schmidt, Esq., a member at Kramer Levin, discloses the
Firm's professionals bill:

          Professional             Hourly Rate
          ------------             -----------
          Counsel                  $475 - $825
          Partners                 $470 - $775
          Special Counsel          $435 - $525
          Associates               $260 - $515
          Legal Assistants         $175 - $205

Mr. Schmidt assures the Court that his Firm does not hold any
interest adverse to the Debtor's estate.

Headquartered in New York, New York, Berry-Hill Galleries, Inc. --
http://www.berry-hill.com/-- buys paintings and sculpture through
outright purchase or on a commission basis and also exhibits
artworks.  The Debtor and its affiliate, Coram Capital LLC, filed
for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel, LLP, represents 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 debts between $1 million and $50 million.


BERRY-HILL GALLERIES: Court Okays Consignment Sales Scheme
----------------------------------------------------------
Berry-Hill Galleries, Inc., and its affiliate, Coram Capital LLC,
can continue selling artwork under their Consignment Sales
Arrangements after the Hon. Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York ruled that
the arrangements are consistent with past practice and are in the
ordinary course of business.

In addition, Judge Gerber authorized the Debtors to pay
prepetition and postpetition consignment fees consistent with the
terms of their consignment arrangements with the consigning
parties.

Judge Gerber also affirmed that artwork received by the Debtors
postpetition pursuant to the consignment arrangements for artwork
loaned to the Debtors for exhibition, are not property of the
Debtors' estates.

Further, the Bankruptcy Court authorized the Debtors to return
loaned artwork to its owners, provided that they give ACG Credit
Company, LLC, their prepetition secured creditor, and the Official
Committee of Unsecured Creditors 48 hours' advance notice and any
relevant documentation evidencing the loan.

The Debtors asked the Bankruptcy Court to clarify the ownership
status of postpetition consigned artwork to encourage artists to
continue selling their works through their galleries.  Consignment
sales represent a significant portion of the Debtors' business. In
2004, approximately 36% of Berry-Hill's revenue and 25% of its
gross profits were generated through consignment arrangements.

The Debtors also wanted to continue making postpetition payments
to consignors to protect their reputation in the art industry.
Robert T. Schmidt, Esq., at Kramer Levin Naftalis & Frankel LLP,
tells the Bankruptcy Court that without any assurance of
postpetition payment, consignment parties may refuse to enter into
future consignment relationships with the Debtors.

Headquartered in New York, New York, Berry-Hill Galleries, Inc. --
http://www.berry-hill.com/-- buys paintings and sculpture through
outright purchase or on a commission basis and also exhibits
artworks.  The Debtor and its affiliate, Coram Capital LLC, filed
for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel, LLP, represents 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 debts between $1 million and $50 million.


BLUE BIRD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Blue Bird Body Company
             dba Blue Bird Fort Valley
             dba Blue Bird Wanderlodge
             dba Blue Bird Midwest
             dba Blue Bird North Georgia
             dba Blue Bird Canada
             dba Blue Bird Southwest
             dba Blue Bird Chassis
             dba Blue Bird Corporate
             dba Blue Bird UK
             dba Coachworks
             402 Blue Bird Boulevard
             Fort Valley, GA 31030

Bankruptcy Case No.: 06-50026

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Henly US Investments, Inc.                 06-50023
      Blue Bird Corporation                      06-50027
      Blue Bird Investment Corporation           06-50028
      Henlys Holding Corporation                 06-50029
      Peach County Holdings, Inc.                06-50030

Type of Business: The Debtors design, manufacture and sell school
                  buses, commercial buses and recreational
                  vehicles.  Founded in 1927, the Debtors have
                  nearly 3,000 employees and three facilities in
                  two countries.  The Debtors also have an
                  extensive network of distributors and service
                  parts facilities throughout North America.
                  See http://www.blue-bird.com/

Chapter 11 Petition Date: January 26, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Jay M. Goffman, Esq.
                  Van C. Durrer II, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036-6522
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

                        -- and --

                  Mark A. McDermott
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  333 West Wacker Drive, Suite 2100
                  Chicago, Illinois 60606-1285
                  Tel: (312) 407-0700
                  Fax: (312) 407-0411

                        -- and --

                  Jennifer A. Smith, Esq.
                  Lionel Sawyer & Collins
                  1100 Bank of America Plaza
                  50 West Liberty Street
                  Reno, Nevada 89501
                  Tel: (775) 788-8666
                  Fax: (775) 788-8682

The Debtors' financial condition as stated in Blue Bird's SEC
filing on Form 10-Q for the quarter ending July 31, 1999:

      Total Assets: $497,588,000

      Total Debts:  $539,294,000

In a Dec. 24, 2004, report, The Manufacturer.com says the Debtors'
total assets as of 2004 were $700 million.

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Canadian Blue Bird Coach Ltd.    Related Party       $9,566,992
22 Airport Road
P.O. Box 880
Brantford, Ontario N3T 5R7
Canada
Attn: Ron Grant
Tel: (519) 752-9415 ext 106
Fax: (519) 752-3594

Caterpillar Inc.                 Trade Debt          $8,964,038
Engine Division
P.O. Box 610
Mossville, IL 61552-0610
Attn: Matt O'Sullivan
Tel: (309) 578-9715
Fax: (309) 578-2045

South Carolina                   Litigation Claim    $4,000,000
Department of Transportation
P.O. Box 665
Blythewood, SC 29016
Attn: Glenn E. Bowens
      M. Turner Pope
      Tony S. Catone
Tel: (803) 714-7766
Fax: (803) 714-0775

Allison Transmission Division    Trade Debt          $3,684,911
P.O. Box 894
Marca Combs
M/C 462-4P-F16
Indianapolis, IN 46206-0894
Attn: Ron Sauer
Tel: (317) 242-6937
Fax: (317) 242-5139

Arvin Meritor Automotive Inc.    Trade Debt          $2,959,933
1000 Rockwell Drive
Fletcher, NC 28732
Attn: Dean Greb
Tel: (812) 378-1470
Fax: (828) 687-2169

Hendrickson Truck Suspension S   Trade Debt          $2,229,749
101 South Progress Drive West
Kendalville, IN 46755
Attn: Sean Coleman
Tel: (630) 910-2800
Fax: (260) 349-6455

American Fabricators Inc.        Trade Debt          $1,748,033
570 Metroplex Drive
Nashville, TN 37211
Attn: Paul Sutter
Tel: (615) 834-8700
Fax: (615) 834-5859

Consolidated Metal Products      Trade Debt          $1,641,033
650 Rosewood Drive
P.O. Box 1758
Columbia, SC 29202
Attn: Tommy Scruggs
Tel: (803) 771-7920
Fax: (803) 744-6242

Specialty Stampings LLC          Trade Debt          $1,501,859
423 North Mill Street
Adel, GA 31620
Attn: Don Wright
Tel: (229) 896-2261
Fax: (229) 896-2651

Valeo Engine Cooling Inc.        Trade Debt          $1,385,316
2258 Allen Street
Jamestown, NY 14701
Attn: Stephen Fisk
Tel: (716) 665-2620
Fax: (716) 665-7140

Specialty Manufacturing Co.      Trade Debt          $1,234,195
1020 Pineville Road
Pineville, NC 28134
Attn: Buck Pearce
Tel: (704) 889-7518
Fax: (704) 889-2760

Steel Summit - Carolina          Trade Debt          $1,216,140
108 Progressive Court
Greenville, SC 29611
Attn: Steve Blanchard
Tel: (615) 641-8696
Fax: (864) 269-6960

Pickens Plastics                 Trade Debt          $1,210,440
P.O. Box 127
149 South Cucumber Street
Jefferson, OH 44047
Attn: Fritz Marinko
Tel: (440) 576-4001
Fax: (440) 576-6068

Michelin North America           Trade Debt          $1,078,037
P.O. Box 2047
Greenville, SC 29602
Attn: Beverly Suerth
Tel: (336) 644-0561
Fax: (800) 332-9682

Actie                            Trade Debt          $1,017,696
52765 Bridger Court
Elkhart, IN 46514
Attn: Aaron Carpenter
Tel: (574) 264-2373
Fax: (574) 266-2767

B&H Direct Delivery              Breach of Contract    $817,936
Services Inc.
76 Farmer Street
Hazlehurst, GA 31539
Tel: (912) 375-5531
Fax: (912) 375-0438

Amtech, LLC                      Trade Debt            $795,497
2520 Gunter Park Drive
Montgomery, AL 36109-1010
Attn: Tony Tucker
Tel: (334) 260-7900
Fax: (256) 397-0690

Bergstrom Climate Systems LLC    Trade Debt            $792,028
2390 Blackhawk Road
P.O. Box 6007
Rockford, IL 61125-1007
Attn: Augie Rizzo
Tel: (815) 874-7821
Fax: (815) 873-4690

TRW Commercial Steering          Trade Debt            $777,500
P.O. Box 60
Lafayette, IN 47902
Attn: Mike Dunmire
Tel: (765) 429-1799
Fax: (765) 429-1616

Bendix Commercial Vehicle        Trade Debt            $773,824
Systems, LLC
901 Cleveland Street
Elyria, OH 44035
Attn: Terry Lewis
Tel: (440) 329-9000
Fax: (440) 329-9258


BOSTON MORTGAGE: Moody's Junks Rating on Three Class Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed the ratings of 11 classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-FL2 as:

   * Class A-X1, Notional, affirmed at Aaa

   * Class A-X2, Notional, affirmed at Aaa

   * Class A-Y1, Notional, affirmed at Aaa

   * Class A-Y2, Notional, affirmed at Aaa

   * Class A-Y3, Notional, affirmed at Aaa

   * Class A-Y4, Notional, affirmed at Aaa

   * Class F, $54,346, Floating, affirmed at Baa3

   * Class G, $8,017,008, Floating, affirmed at Ba2

   * Class H, $12,758,307, Adjusted WAC, affirmed at Ba3

   * Class J, $5,888,352, Adjusted WAC, affirmed at B1

   * Class K, $5,888,352, Adjusted WAC, downgraded to Caa1 from B3

   * Class L, $4,906,748, Adjusted WAC, downgraded to Caa3
     from Caa1

   * Class M, $5,888,352, Adjusted WAC, downgraded to Ca from Caa3

   * Class N, $1,962,573, Adjusted WAC, affirmed at C

As of the Jan. 18, 2006 distribution date, the transaction's
aggregate balance has decreased by approximately 88.2% to $73.3
million from $619.1 million at securitization.  The Certificates
are collateralized by four floating rate mortgage loans ranging in
size from 2.9% to 47.7% of the pool.  Since securitization 27
loans have paid off and one loan was liquidated from the pool,
resulting in a realized loss of approximately $655,800.

All of the loans remaining in the pool are in special servicing.
Moody's has estimated losses of approximately $36.1 million for
all of the specially serviced loans.  Although credit support has
increased significantly for all rated classes, Moody's is
concerned about the credit quality of the remaining loans as well
as interest shortfalls caused by trust expenses, ASER interest
advance reductions and special servicer's fees.  As of the January
2006 remittance statement, unpaid but accrued interest shortfalls
totaled $4.4 million for Classes K through non-rated Class P.
Moody's is downgrading Classes L, M and N due to anticipated
losses from the specially serviced loans and interest shortfalls,
which are expected to persist for the duration of the transaction.

The largest loan in the pool is the Hotel Royal Plaza Loan ($35.0
million - 47.7%), which is secured by a 394-room full service
hotel located in Lake Buena Vista, Florida.  The loan was
transferred to special servicing in November 2001 and became REO
in September 2005.  The hotel has been closed since September 2004
due to significant property damage caused by three hurricanes that
hit Florida in that year.  The property has undergone an extensive
repair and restoration program totaling approximately $8.0 million
and is expected to fully reopen by the end of January 2006.
Moody's loan to value ratio is significantly in excess of 100.0%,
the same as at Moody's last review in November 2004.

The second largest loan is the Dedham Executive Center Loan ($21.0
million - 28.6%), which is secured by a 180,000 square foot Class
A office building located approximately 25 miles southwest of
Boston in Dedham, Massachusetts.  The loan was transferred to
special servicing in September 2005 due to payment default.  The
property is 71.0% occupied, compared to 74.0% at last review.  The
special servicer has initiated foreclosure proceedings.  Moody's
LTV is in excess of 100.0%, the same as at last review.

The third largest loan is the Main Street 200/300 Building Loan
($15.2 million - 20.7%), which is secured by a 128,000 square foot
office building located approximately six miles northwest of
Detroit in Novi, Michigan.  The loan was transferred to special
servicing in January 2002 and became REO in March 2003.  The
property is currently under contract for sale which is expected to
close by the end of January 2006.  Moody's LTV is significantly in
excess of 100.0%, the same as at last review.

The fourth largest loan is the Lecarre Apartments Loan ($2.2
million - 2.9%), which is secured by a 48-unit apartment complex
located in a suburb of Atlanta, Georgia.  The loan was transferred
to special servicing in February 2004 and became REO in March
2005.  Moody's LTV is in excess of 100.0%, similar to last review.


BOYD GAMING: Offering $250MM of 7.125% Senior Subordinated Notes
----------------------------------------------------------------
Boyd Gaming Corporation is offering $250 million aggregate
principal amount of 7.125% senior subordinated notes due 2016.

Banc of America Securities LLC and Deutsche Bank Securities are
the joint book-running managers of the offer.  The Co-Lead
Managers are:

      * Lehman Brothers,
      * Wachovia Securities,
      * Bear, Stearns & Co. Inc., and
      * CIBC World Markets.

The Co-Managers are:

      * Calyon Securities (USA),
      * Commerzbank Corporates & Markets, and
      * JPMorgan and Wells Fargo Securities.

The notes will initially be purchased by:

     Initial Purchasers                        Principal Amount
     ------------------                        ----------------
     Banc of America Securities LLC                 $77,500,000
     Deutsche Bank Securities Inc.                   77,500,000
     Lehman Brothers Inc.                            25,000,000
     Wachovia Capital Markets, LLC                   25,000,000
     Bear, Stearns & Co. Inc.                        12,500,000
     CIBC World Markets Corp.                        12,500,000
     Calyon Securities (USA) Inc.                     5,000,000
     Commerzbank Capital Markets Corp.                5,000,000
     J.P. Morgan Securities Inc.                      5,000,000
     Wells Fargo Securities, LLC                      5,000,000
                                                ---------------
        TOTAL                                      $250,000,000

                    Description of the Notes
The notes:

   -- are the Company's general unsecured obligations;

   -- are junior in right of payment to all of the Company's
      existing and future senior debt, including its obligations
      under the credit facility.

      The Company and its subsidiaries had $1.491 billion and
      $1.657 billion of senior debt (which amounts exclude
      approximately $3.8 million and $53.8 million that was
      allocated to support various letters of credit), all
      of which was secured, and $900.0 million of debt
      Sept. 30, 2005, and Dec. 31, 2005.  In addition,
      approximately $379.2 million and $161.9 million was
      available for borrowing under the Company's bank credit
      facility as of Sept. 30, 2005 and Dec. 31, 2005;

   -- are equal in right of payment with all of the Company's
      existing and future senior subordinated debt of Boyd Gaming,
      including its 8.75% senior subordinated notes due 2012, its
      7.75% senior subordinated notes due 2012 and its 6.75%
      senior subordinated notes due 2014.

      $250.0 million of 8.75% senior subordinated notes due 2012
      are outstanding.  $300.0 million of 7.75% senior
      subordinated notes due 2012 are outstanding.  $350.0 million
      of 6.75% senior subordinated notes due 2014 are outstanding;

   -- are senior in right of payment to any of the Company's
      future indebtedness that is specifically subordinated to the
      notes.

Boyd Gaming will issue notes in denominations of $1,000 and
integral multiples of $1,000.  The notes will mature on
Feb. 1, 2016.  Interest on the notes will accrue at the rate of
7.125% per annum and will be payable semi-annually in arrears on
and February 1 and August 1, commencing on August 1, 2006. Boyd
Gaming will make each interest payment to the Holders of record on
the immediately preceding January 15 and July 15.

Interest on the notes will accrue from the date of original
issuance or, if interest has already been paid, from the date it
was most recently paid.  Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months.

                         Use of Proceeds

The Company expects that the net proceeds from the offering will
be approximately $248.75 million, after deducting underwriting
discounts and estimated offering expenses.  The Company intends to
apply the full amount of the net proceeds to repay a portion of
the outstanding balance on the revolving portion of its bank
credit facility, which amounts may be reborrowed.  However, the
Company could also use a portion of the net proceeds for general
corporate purposes, including capital expenditures, pending which
proceeds would be held in highly liquid investments.

                   Non-Investment Grade Rating

Standard & Poor's Ratings Services assigned a 'B+' rating to Boyd
Gaming Corp.'s proposed $250 million senior subordinated notes due
2016.

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.

A full-text copy of the details of the offer is available for free
at http://ResearchArchives.com/t/s?4ba

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?4bc

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.


BUFFETS HOLDINGS: Dec. 14 Balance Sheet Upside-Down by $79 Million
------------------------------------------------------------------
Buffets Holdings, Inc., the parent company of Buffets, Inc.,
reported operating results for its 12-week, second quarter ended
Dec. 14, 2005.

Buffets Holdings reported a 6.4% increase in total sales for the
second quarter ended Dec. 14, 2005, as sales increased to
$218.3 million compared to $205.2 million for the comparable prior
year period.

Net loss for the second quarter of fiscal 2006 was $3.9 million,
as compared to a net loss of $1.4 million for the second quarter
of fiscal 2005.

At Dec. 14, 2005, the Company's balance sheet showed assets
amounting to $550.6 million and liabilities amounting to
$629.8 million, compared to $545 million assets and $623.3 million
liabilities at June 29, 2005.

Sales for the twenty-four weeks ended Dec. 14, 2005 were
$445 million versus sales for the comparable prior year period of
$422.4 million.

Net loss for the first twenty-four weeks of fiscal 2006 was
$795,000, compared with a net loss of $293,000 for the first
twenty-four weeks of fiscal 2005.

On Jan. 13, 2006, the Company planned to engage financial advisors
to assist in exploring various strategic alternatives to maximize
shareholder value.  Credit Suisse and Piper Jaffray were
subsequently engaged as the Company's advisors to assist in this
effort.

On Jan. 24, 2006, the Boards of Directors of Buffets and Buffets
Holdings appointed A. Keith Wall as Chief Financial Officer of the
Company and each of its direct and indirect subsidiaries,
effective Jan. 31, 2006.

Mr. Wall, age 53, has served as Vice President and Chief Financial
Officer of Worldwide Restaurant Concepts, Inc. since 2001.  From
1998 to 2001, Mr. Wall served as Vice President and Chief
Financial Officer of Central Finance Acceptance Corporation, a
consumer finance services division of Banner Holdings, Inc.  Prior
to 1998, Mr. Wall held senior financial management
responsibilities, both inside and outside of the restaurant
industry.  Mr. Wall has over 20 years of restaurant industry
experience.

Headquartered in Eagan, Minnesota, Buffets Holdings, Inc.
currently operates 351 restaurants in 33 states comprised of 342
buffet restaurants and nine Tahoe Joe's Famous Steakhouse(R)
restaurants.  The buffet restaurants are principally operated
under the Old Country Buffet(R) or HomeTown Buffet(R) brands.
Buffets also franchises 18 buffet restaurants in seven states.

As of Dec. 14, 2005, Buffet's balance sheet showed a stockholders'
deficit of $79,170,000, compared to a $78,369,000 deficit at June
29, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service affirmed Buffets Holdings, Inc.'s B2
corporate family rating and changed the outlook to developing
following the company's public announcement that it plans to
engage advisors to assist in exploring various strategic
alternatives to maximize shareholder value.

At the same time, the rating agency affirmed Holdings' senior
unsecured rating of Caa1 as well as all ratings at Buffets, Inc.,
the operating company.

Ratings affirmed with a developing outlook:

  Buffets Holdings, Inc.:

     * B2 corporate family rating and Caa1 on the senior unsecured
       notes maturing in 2010

Ratings affirmed:

  Buffets, Inc.:

     * B1 on the senior secured credit facility and B3 on the
       subordinated notes maturing in 2010


CAPITOL FOOD: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Capitol Food Corp. of Fields Corner
        c/o Demetrios B. Haseotes
        80 Fairhaven Road
        Cumberland, Rhode Island 02864

Bankruptcy Case No.: 06-10173

Chapter 11 Petition Date: January 27, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Andrew M. Osborne, Esq.
                  Osborne & Fonte
                  20 Eastbrook Road, Suite 304
                  Dedham, Massachusetts 02026-3212
                  Tel: (781) 326-3875
                  Fax: (781) 326-4113

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Demetrios B. Haseotes         Loans                     $114,633
80 Fairhaven Road
Cumberland, RI 02864

Di Giorgio Corporation        Waiver of objections       $50,000
White Rose Division           to rejection of lease
380 Middlesex Avenue
Carteret, NJ 07008

Fields Station, LLC           Percentage rent based      $12,000
540 Gallivan Boulevard        upon estimated sales
Boston, MA 02124              by Ethnic & American,
                              Inc., former subtenant

NSTAR                         Utilities                     $400

Keyspan Energy Delivery       Utilities                     $300

A-1 Exterminators             Services                      $200


CAREFORE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CareFore Medical, Inc.
        11605 South Alden Street
        Olathe, Kansas 66062-6724

Bankruptcy Case No.: 06-20063

Type of Business: The Debtor develops, manufactures, and
                  distributes respiratory supplies to the home
                  healthcare and hospital markets worldwide.
                  CareFore Medical's products include oxygen
                  therapy, monitoring, medication and aerosol
                  therapy, tracheostomy care, suction therapy,
                  ventilator accessories, anesthesia accessories,
                  respiratory and anesthesia filters, nasal CPAP,
                  oxygen concentrator accessories, pulmonary
                  therapy and nursing supplies.
                  See http://www.careforemedical.com/

Chapter 11 Petition Date: January 25, 2006

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Neil S. Sader, Esq.
                  Sader & Garvin LLC
                  4739 Belleview, Suite 300
                  Kansas City, Montana 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
DeLance Squire                                  $200,000
935 South 500 East
Orem, UT 84097

Tyco Healthcare                                  $49,869
P.O. Box 73192
Chicago, IL 60673-7192

Respironics, Inc.                                $28,256
1010 Murry Ridge Lane
Murrysville, PA 15668-8525

Evo Medical Solutions                            $23,949

Medical Services of America                      $20,316

Fisher & Paykel                                  $17,008

Hi-Tech Hose                                     $16,059

Seven Harvest International                      $12,071

Future Foam                                      $11,495

Hudson RCI                                       $10,741

Westmed, Inc.                                    $10,090

Catalina Cylinders                               $10,064

Meridian Medical Systems                          $9,896

Puritan Bennett Gases - Airgas                    $9,874

Salter Labs                                       $8,607

United Parcel Service                             $8,417

Instrumentation Industries                        $7,709

Medline Industries                                $7,562

Taga Medical Technologies                         $6,040

Whatman Healthcare                                $5,519


CASH TECHNOLOGIES: Posts $1.1 Mil. Net Loss in Qtr. Ended Nov. 30
-----------------------------------------------------------------
Cash Technologies, Inc., delivered its financial results for the
quarter ended Nov. 30, 2005, to the Securities and Exchange
Commission on Jan. 23, 2005.

Cash Technologies incurred a $1,138,431 net loss for the three
months ended Nov. 30, 2005, in contrast to $4,708,112 of net
income for the comparable period in 2004.

Net revenues for the three-month period ended Nov. 30, 2005,
increased to $2,024,112, versus $549,466 of net revenue for the
same period in 2004.  The increase in net revenue is attributable
to the revenues derived from TAP Holdings, the Company's new
majority-owned subsidiary that operates the business of Tomco Auto
Products.  During quarter ended Nov. 30, 2005, TAP Holdings
generated 99.89% of the Company's net revenues.  The Company
purchased its majority interest in TAP Holdings in November 2004.

Cash Technologies' balance sheet at Nov. 30, 2005 showed
$14,063,378 in total assets and liabilities of $10,273,741.  At
Nov. 30, 2005, the Company had working capital of $1,323,547
compared to a working capital deficit of $3,329,000 at Nov. 30,
2004.

As of Nov. 30, 2005 the Company had outstanding current
liabilities of $10,261,974, of which approximately $486,517 is not
being paid as agreed.  The Company's creditors have, to date,
agreed not to accelerate on these obligations and not to foreclose
on the Company's assets.

                        Senior Notes Default

As of Nov. 30, 2005, Cash Technologies owed G.E. Capital
Corporation approximately $3,654,096 in principal and financing
fees on account of a $5,500,000 credit agreement signed in 1997.

In 2000, The Company entered into the first of several loan
renewals with G.E., the most recent of which expired in November
2005.  Management says it currently has no arrangement or
capability to repay G.E. its principal.

In addition, the Company owed approximately $486,517 in principal
and interest to holders of certain notes originally due and
payable on July 31, 2001.  The company completed a private
placement offering of convertible notes and warrants in January
2000. As a result of this offering, the Company issued notes in
the aggregate principal amount of $3,362,000 and 336,200 Series B
Common Stock Purchase Warrants.  The Series B Warrants were
originally exercisable at a price of $13.00 per share.

                         AMEX Listing

The American Stock Exchange informed Cash Technologies on Oct. 31,
2005 that it has failed to comply with the continued listing
standards of the AMEX.  If delisted from the AMEX the Company will
face extreme difficulties in raising necessary funding.

                     Going Concern Doubt

Cash Technologies' limited revenues and history of losses prompted
its independent accountants to express doubt about the Company's
ability to continue as a going concern.

In its audit report accompanying the Company's audited financial
statement for the fiscal years ended May 31, 2005, Vasquez &
Company LLP, of Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern,
The auditing firm pointed to the Company's recurring losses,
substantial debt service requirements and working capital needs.

                   About Cash Technologies

Cash Technologies, Inc. -- http://www.cashtechnologies.com/and
http://www.heuristictech.com/-- develops and markets innovative
data processing systems, including the BONUS(TM) and MFS(TM)
financial services systems and EMMA(TM) transaction processing
software.  Its Heuristic subsidiary creates and markets healthcare
and employee benefits data processing solutions and debit card
programs.


CATHOLIC CHURCH: Portland Disclosure Statement Called Misleading
----------------------------------------------------------------
According to Erin K. Olson, Esq., in Portland, Oregon, and Daniel
J. Gatti, Esq., at Gatti, Gatti, Maier, Krueger, Sayer and
Associates, in Salem, Oregon, the Disclosure Statement filed by
the Archdiocese of Portland in Oregon is misleading, in that it
presupposes that the Archdiocese has met its obligations of
providing notice to known claimants.

Between them, Ms. Olson and Mr. Gatti represent 45 tort claimants
in Portland's Chapter 11 case.

Upon review of the personnel files of around three dozen priests,
tort claimants' counsel have discovered that the names of most of
the victims are redacted.  The tort claimants' counsel, however,
were not given access to a list of those on whom bar date notice
and proofs of claim were served.  Counsel for the Tort Claimants
Committee has received the list, but does not have material
against which to cross-reference the list, Ms. Olson tells the
U.S. Bankruptcy Court for the District of Oregon.

Ms. Olson argues that even if the list were made available to tort
claimants' counsel, it would be minimally useful since Portland
has redacted the names of most of the victims, and removed
thousands of documents from the priest personnel files as
"privileged."  In the case of most of the files, Portland has not
provided privilege logs at all.

Mr. Gatti asserts that the Disclosure Statement should include
documentation of the efforts Portland undertook to send bar date
notices and proofs of claim to identified victims of priests
associated with the Archdiocese.

Until the Archdiocese has satisfied both its obligation to provide
notice to potential claimants and to disclose sufficient
information for creditors to conclude that it has met its
obligations on this regard, the Court should not approve the
Archdiocese's Disclosure statement, Mr. Gatti says.

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


CATHOLIC CHURCH: Panel Wants Portland's Solicitation Period Ended
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 30, 2005, the Archdiocese of Portland in Oregon sought
the U.S. Bankruptcy Court for the District of Oregon to extend the
period within which it may solicit acceptances of its Plan of
Reorganization to Feb. 14, 2006.

An extension of the Solicitation Period will allow Portland a
reasonable amount of time to negotiate with creditors, and to
provide sufficient time for voting and confirmation hearings on
the Plan, Thomas A. Stilley, Esq., at Sussman Shank LLP, in
Portland, Oregon, asserts.

                           Objections

(A) 108 Tort Claimants

About 108 sexual abuse claimants object to another extension of
the Archdiocese of Portland in Oregon's Exclusive Periods.

"There is simply no justification for extending the exclusivity
period of a plan that has virtually no chance of confirmation,"
Kelly Clark, Esq., at O'Donnell & Clark LLP, in Portland, Oregon,
tells the U.S. Bankruptcy Court for the District of Oregon.

Extension of the Exclusive Periods and the attendant delay in
resolution of Portland's case is being used to pressure tort
claimants to accept an utterly unacceptable plan, Mr. Clark tells
Judge Perris.

Mr. Clark points out that the ruling issued by the Court on the
Archdiocese's property of the estate dispute on December 30,
2005, eliminates any further questions concerning the "parish
property issue."

If Portland wishes to negotiate its own plan, there is no reason
to prevent the filing of another plan against which Portland can
weigh alternatives and with which both sides can reach consensual
solutions, Mr. Clark adds.

"Providing [Portland] any more time to be the only game in town
does nothing to bring this Chapter 11 reorganization proceeding to
resolution," Mr. Clark maintains.

The 108 tort claimants are represented Mr. Clark and seven other
attorneys in the Archdiocese's Chapter 11 case.  The seven
attorneys are:

   -- Michael S. Morey, Esq.,
   -- Erin K. Olson, Esq.,
   -- David Slader, Esq.,
   -- Neil Jorgenson, Esq., Esq.,
   -- Daniel J. Gatti, Esq.,
   -- Gary A. Bisaccio, Esq., and
   -- Robert J. Vanden Bos, Esq.

(B) Tort Committee

The Tort Claimants Committee argues that the Archdiocese of
Portland in Oregon has already received two extensions of the
Exclusive Periods, totaling in excess of one year.  Portland's
request for a further extension of the Exclusive Periods must,
therefore, be denied to "level the playing field" and give
creditors the opportunity to advance the case by filing a plan of
reorganization.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland, Oregon,
contends that denial of Portland's request will benefit efforts to
reorganize, may result in significant savings in both time and
expense, and will facilitate negotiations.

If negotiations fail, Mr. Kennedy says, the Committee will submit
a confirmable and feasible plan that will simply pay claims as
they are liquidated by trial or settlement thereby avoiding the
confirmation issues and estimation issues framed by the
Archdiocese's Plan.

An extension of the Exclusive Periods will also pressure
creditors, Mr. Kennedy says.  The delay will be used by Portland
as leverage in negotiations.

Since Portland has not discharged its heavy burden of showing why
a third extension of the Exclusive Periods will further the
resolution of the bankruptcy case, its request must be denied, the
Tort Committee asserts.

Claimants John Doe 104, John Doe 105 and C.B. 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. 51; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CERTEGY INC: Earns $36.3 Mil. of Net Income in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Certegy Inc. (NYSE: CEY) reported results for fourth quarter and
full year ending Dec. 31, 2005.

Revenues for the quarter ending Dec. 31, 2005 totaled $295.8
million, compared to $281.8 million for the same period of the
prior year.  For the quarter ending Dec. 31, 2005, net income was
$36.3 million, compared to $33.6 million for the same period in
2004.

Revenues for the full year ending Dec. 31, 2005 were $1.1 billion,
compared to $1 billion for the same period of the prior year.  For
the quarter ending Dec. 31, 2005, net income was $130 million,
compared to $103 million for the same period in 2004.

"We are pleased with the overall margin expansion and strong
growth in earnings per share," stated Lee A. Kennedy, chairman and
chief executive officer of Certegy.  "All of our businesses are on
solid ground going into 2006, and we remain very encouraged with
our continued progress in developing new customer relationships
and expanding our product offerings.  We are especially pleased to
announce a seven-year extension of our card processing agreement
with the National Australia Bank.  Looking to the future, we are
extremely excited about the opportunity to further leverage our
products across the Fidelity National customer base around the
globe."

Headquartered in St. Petersburg, Florida, Certegy Inc. --
http://www.certegy.com/-- provides credit and debit processing,
check risk management and check cashing services, merchant
processing and e-banking services to over 6,000 financial
institutions, 100,000 retailers and 100 million consumers
worldwide.  Certegy maintains a strong global presence with
operations in the United States, United Kingdom, Ireland, France,
Chile, Brazil, Australia, New Zealand, Thailand and the Caribbean.
As a leading payment services provider, Certegy offers a
comprehensive range of transaction processing services, check risk
management solutions and integrated customer support programs that
facilitate the exchange of business and consumer payments.
Certegy generated over $1.1 billion in revenue in 2005.

Certegy Inc.'s 7-1/8% Senior Subordinated Notes due 2015 carry
Moody's Investors Service's B1 rating and Standard & Poor's B+
rating.


COLLINS & AIKMAN: Toyota Wants Decision on Leases Before May 10
---------------------------------------------------------------
Toyota Motor Credit Corporation wants the U.S. Bankruptcy Court
for the Eastern District of Michigan to compel Collins & Aikman
Corporation and its debtor-affiliates to assume or reject an
equipment lease under a Master Lease Agreement dated Nov. 1, 1999.

Leonora K. Baughman, Esq., at Kilpatrick & Associates, P.C., in
Auburn Hills, Michigan, relates that the Court gave the Debtors
until May 10, 2006, to decide whether to assume or reject the
Lease.  However, the Court ruled that Toyota could seek a
reduction of that lease decision deadline.

At an inspection of some of the Equipment at the Debtors'
Morristown plant, Toyota discovered that Debtors have been using
the Equipment for hours in excess of the agreed hours of use
pursuant to the Agreement.  Ms. Baughman reports that the Debtors
utilized the Equipment in excess of 6,000 hours per year, 4,000
hours more than what was agreed.

According to Ms. Baughman, the Debtors are in default for $46,760
in postpetition payments to Toyota, consisting of:

   * $24,191 in past due rents on active leases;
   * $18,669 past due taxes on active leases;
   * $2,643 past due rents on matured leases; and
   * $1,256 past due taxes on matured leases.

Ms. Baughman points out that the Debtors' continued use of the
Equipment would cause depreciation beyond that contemplated in
the Agreement.  Furthermore, the misuse or abuse of the Equipment
would damage it and would cause possible abandonment.

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: Court OKs Rejection of 15 Contracts and Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
permitted Collins & Aikman Corporation and its debtor-affiliates
to reject 15 contracts and leases effective January 5, 2006.

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

It also includes the Indian Design and Engineering Center
Agreement with Satyam Venture Engineering Services Pvt. Ltd., and
equipment leases with:

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

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

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

The Court compels the Debtors to pay Satyam Venture Engineering
Services Private Limited any amounts due and owing for services
provided from the Petition Date through January 5, 2006, under the
Indian Design and Engineering Center Agreement.

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)


CONEXANT SYSTEMS: Incurs $24.3MM Net Loss in First Fiscal Quarter
-----------------------------------------------------------------
Conexant Systems, Inc. (NASDAQ: CNXT), reported financial results
for the first quarter of fiscal 2006, which ended Dec. 31, 2005.

Revenues for the first fiscal quarter grew 7.3% sequentially to
$230.7 million, exceeding the company's expectations entering the
quarter of approximately $225.0 million.

The strong leverage in the company's current operating model was
demonstrated as a revenue increase of approximately 7% delivered a
95 percent increase in core operating income.

First quarter fiscal 2006 revenues of $230.7 million increased
7.3% from fourth quarter fiscal 2005 revenues of $214.9 million,
and 64.1% from $140.6 million in the first quarter of fiscal 2005.
Core gross margins in the first quarter of fiscal 2006 increased
to 41.6% of revenues from 40.3% in the prior quarter.

Core operating expenses increased as expected in the first quarter
of fiscal 2006 to $83.1 million from $79.9 million in the prior
quarter.  This increase was primarily due to employee performance
compensation costs associated with the company's return to core
operating profitability.  Core operating expenses in the year-ago
quarter were $93.0 million.

Core operating income in the first quarter of fiscal 2006 was
$13.0 million, up 95 percent from fourth quarter fiscal 2005 core
operating income of $6.7 million.  The core operating loss in the
first quarter of fiscal 2005 was $85.9 million.  Core net income
for the first quarter of fiscal 2006 was $7.3 million compared to
$0.3 million in the fourth quarter of fiscal 2005.  In the first
quarter of fiscal 2005, the core net loss was $95.3 million.

On a GAAP measures basis, gross margins for the first quarter
of fiscal 2006 were 41.5% of revenues, compared to
40.3 percent in the prior quarter.  GAAP operating expenses
increased from $99.7 million in the prior quarter to
$111.8 million in the first quarter of fiscal 2006, primarily as
a result of an $11.0 million increase in stock-based compensation
expense associated with the company's implementation of SFAS No.
123(R).  GAAP operating loss was $16.0 million in the first
quarter of fiscal 2006 compared to $13.1 million in the previous
quarter.

GAAP net loss for the first quarter of fiscal 2006 was $24.3
million compared to GAAP net income of $50.1 million in the fourth
quarter of fiscal 2005, which included a $49.0 million gain on the
sale of stock the company held in SiRF Technology Holdings, Inc.,
and a $22.0 million unrealized gain on the carrying value of
warrants to purchase stock of Mindspeed Technologies, Inc. For the
first quarter of fiscal 2005, GAAP operating expenses were
$130.1 million, GAAP gross margin was 5.1 percent, GAAP operating
loss was $122.9 million, and GAAP net loss was $120.7 million.

"The Conexant team again performed strongly in the first fiscal
quarter as we exceeded our expectations on all major financial
metrics and accelerated the pace of our overall company recovery,"
said Dwight W. Decker, Conexant chairman and chief executive
officer.  "Coming into the quarter, we expected revenues of
approximately $225 million, core gross margins of 40 percent to
41 percent of revenues, and core operating expenses of $82 million
to $83 million.  We delivered revenues of $230.7 million, up
7.3 percent sequentially. We improved core gross margins by
130 basis points sequentially to 41.6 percent as we continued
to benefit from our gross-margin-improvement initiatives.  As
anticipated, core operating expenses totaled approximately
$83 million for the quarter.

"Driven by our continuing focus on working-capital management,
we generated approximately $30 million of cash from operations
during the quarter," Mr. Decker continued. "We added approximately
$70 million from our new credit facility, and we exited the
December quarter with $466 million in cash, cash equivalents and
investments.  Excluding the credit-facility impact, we achieved
our aggressive target, set a year ago, of exiting calendar 2005
with the same level of cash, cash equivalents and investments that
we held at the end of calendar 2004.  Days sales outstanding
improved sequentially from 37 days in the prior quarter to 33
days, and internal inventory was further reduced by $16.5 million
sequentially, with inventory turns increasing from 5.4 times in
the previous quarter to 6.8 times in the first quarter of fiscal
2006.

"We are now focusing our efforts on the third and final phase of
our recovery plan, which consists of capitalizing on the profit
leverage in our current business model to deliver accelerated
earnings growth.  In this phase, our highest-priority goal is the
achievement of double-digit core operating margins before the end
of calendar 2006."

               Second Fiscal Quarter 2006 Outlook

"In consumer electronics markets, which we largely serve, the
March quarter is traditionally weaker than the December quarter,"
Mr. Decker said.  "However, our overall demand outlook remains
strong, and we expect to grow second fiscal quarter revenues 3 to
5 percent sequentially.  We anticipate that core gross margins
for the current quarter will be in a range of 41.5 to 42.5 percent
of revenues as a result of continued progress in our gross-margin-
improvement initiatives, and we expect core operating expenses to
increase modestly to $84 million to $85 million, primarily as a
result of annual employee salary increases.

"Demonstrating the continuing leverage in our business model, we
anticipate that our 3 to 5 percent sequential revenue growth in
the second fiscal quarter will drive an increase in core operating
income of approximately 25 percent sequentially," Mr. Decker said.
"Finally, we expect our core net income to be $0.02 per share,
based on approximately 495 million diluted shares outstanding."

Conexant Systems, Inc. -- http://www.conexant.com/-- is a
fabless semiconductor company that recorded more than $900 million
in revenues in fiscal year 2004.  The company has approximately
2,400 employees worldwide, and is headquartered in Newport Beach,
California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newport Beach, California-based Conexant Systems, Inc.,
to 'B-' from 'B' on projections of sharply reduced sales and
profitability over the next few quarters.  The outlook is
negative.


CORNELL TRADING: Committee Wants to Retain Kronish Lieb as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornell Trading,
Inc., asks the U.S. Bankruptcy Court for the District of
Massachusetts for permission to retain Kronish Lieb Weiner &
Hellman LLP, as its counsel, nunc pro tunc to January 12, 2006.

Kronish Lieb will:

   a) attend the meetings of the Committee;

   b) review financial information furnished by the Debtor to the
      Committee;

   c) review and investigate the liens of purported secured party;

   d) confer with the Debtor's management and counsel;

   e) coordinate efforts to sell assets of the Debtor in a manner
      that maximizes the value of unsecured creditors;

   f) review the Debtor's schedules, statement of affairs and
      business plan;

   g) advise the Committee as to the ramifications regarding all
      of the Debtor's activities and motions before the Court;

   h) file appropriate pleadings on behalf of the Committee;

   i) review and analyze accountant's work product and reports to
      the Committee;

   j) provide the Committee with legal advice in relation to the
      case;

   k) prepare various applications and memoranda of law submitted
      to the Court for consideration and handle all other matters
      relating to the representation of the Committee that may
      arise;

   l) assist the Committee in negotiations with the Debtor and
      other parties-in-interest on an emergence plan; and

   m) perform other legal services for the Committee as may be
      necessary or proper in these proceeding.

Lawrence C. Gottlieb, Esq., a Kronish Lieb member, disclosed the
Firm's professionals bill:

         Attorney                  Position           Hourly Rate
         --------                  --------           -----------
         Lawrence C. Gottlieb      Partner               $725
         Cathy R. Hershcopf        Partner               $585
         Jeffrey L. Cohen          Associate             $380
         Melissa S. Harrison       Associate             $290
         Noah Falk                 Law Clerk             $245

To the best of the Committee's knowledge, Kronish Lieb holds no
interest adverse to the Debtor's estate.

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.


CORNING INC: Incurs $32 Million Net Loss in Fourth Quarter
----------------------------------------------------------
Corning Incorporated (NYSE:GLW) reported $1.2 billion
fourth-quarter sales and a $32 million net loss.  The net loss
includes net special charges of $371 million.

Excluding these special charges, Corning's fourth-quarter net
income would have been $339 million.

Wendell P. Weeks, president and chief executive officer, said,
"Our solid fourth-quarter performance ended 2005 on a very
positive note for Corning.  We again met our quarterly sales and
EPS guidance before special items, our gross margin remained
strong and equity earnings contributed significantly to our
positive results."

Corning's fourth-quarter results were impacted by net after-tax
special charges of $371 million, which primarily included the
following non-cash items:

   -- a $443 million tax-expense charge primarily to increase the
      valuation allowance against Corning's U.S. deferred tax
      assets.  This charge reduced Corning's net deferred tax
      assets to zero;

   -- a pretax and after-tax gain of $84 million related to the
      release of translation capital in the final liquidation of a
      wholly owned foreign subsidiary.

                   Full-Year Operating Results

For the full year, Corning recorded sales of $4.58 billion,
an increase of 19 percent over 2004 sales of $3.85 billion.
The increase was the result of strong growth in Display
Technologies and more modest increases in the Telecommunications
and Environmental Technologies segments.  The company had net
income of $585 million versus a net loss of $2.17 billion in 2004.
Corning's 2005 and 2004 net income included significant net
special charges.  Excluding these charges, Corning's earnings for
2005 increased to $1.3 billion compared to $674 million in 2004.

"This past year was extremely gratifying for our shareholders, our
employees and our management team," Mr. Weeks said.  "This was the
third consecutive year in which we improved our profitability
before special items by half a billion dollars.  This increase in
profitability -- combined with the improvement in our free cash
flow, the strength of our balance sheet and our ability to improve
our market-leading positions in liquid crystal display glass,
diesel emissions products and fiber-to-the-premises products --
resulted in a 67-percent year-over-year increase in the valuation
of Corning common stock," he said.

                Fourth-Quarter Operating Results

Corning's fourth-quarter sales increased 16 percent to
$1.2 billion from $1.03 billion in 2004, and increased slightly
over 2005 third-quarter sales of $1.19 billion.  Fourth-quarter
gross margins for the company continued to be strong at
44 percent.

                   Cash Flow/Liquidity Update

James B. Flaws, vice chairman and chief financial officer, said,
"We ended the year with $2.4 billion in cash and $1.8 billion in
debt.  Despite spending $1.55 billion in capital primarily to
support LCD expansions, we had free cash flow for the full year of
$443 million, driven by strong operating performance and customer
deposits.  Our debt-to-capital ratio was 24 percent at the end of
the year, driven primarily by a reduction of $885 million in our
outstanding debt balance.  This was a significant improvement
compared to last year's ratio of 41 percent.

"The overall operating performance of our businesses was solid and
we completed our balance sheet improvement program," he said.
"This was the first time in more than 25 years that Corning was
able to end the year with more cash on hand than debt on our
books."

                      First-Quarter Outlook

Corning expects first-quarter sales to be in the range of
$1.2 billion to $1.25 billion and EPS in the range of $0.21 to
$0.23 before special items.  Corning will begin expensing employee
stock options in 2006 and that the EPS range of $0.21 to $0.23
includes about $0.01 related to this new expense in the first
quarter.  The gross margin percent for the first quarter is
expected to be comparable to the fourth quarter of 2005.
The company also expects that its effective tax rate for the first
quarter will be in the range of 20 percent to 25 percent.

Mr. Weeks said, "Our first-quarter performance should be in line
with last quarter's results, even as we factor in the impact of
stock option expensing this quarter.  We expect 2006 to be another
strong year for Corning."

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service upgraded the long-term debt rating
of Corning Incorporated.  The rating action reflected the
company's improving profitability, meaningful debt reduction
efforts, and strong liquidity position.  Moody's said the rating
outlook is stable.

Ratings upgraded with a stable outlook:

Corning Incorporated

   * senior unsecured notes, debentures, and IRBs to Baa3 from
     Ba2;

   * senior unsecured securities to (P)Baa3 from (P)Ba2; and

   * preferred stock to (P)Ba2 from (P)B1 issued pursuant to its
     415 universal shelf registration.

Corning Finance B.V.

   * senior, unsecured securities issued pursuant to its 415
     universal shelf registration to (P)Baa3 from (P)Ba2,
     guaranteed by Corning.

Ratings withdrawn:

Corning Incorporated

   * Ba2 for the corporate family rating; Not Prime short-term
     debt rating, and SGL-1 for the Speculative Grade Liquidity
     Rating.


DATICON INC: U.S. Trustee Appoints Three-Member Creditors Panel
---------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Daticon, Inc.'s chapter 11 case:

     1. Liberty Bank
        Attn: Donald S. Peruta
        315 Main Street
        Post Office Box 2700
        Middletown, Connecticut 06457
        Phone: 860-638-2916, Fax: 860-344-9217

     2. Norwich Public Utility
        Attn: Lindsay Williams
        173 North Main Street
        Norwich, Connecticut 06360
        Phone: 860-823-4101, Fax: 860-823-4172

     3. The Oliver Group
        David Eck
        595 Greenhaven Road
        Pawcatuck, Connecticut 06379
        Phone: 860-599-9760, Fax: 860-599-9768

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 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.


DELTA AIR: Merrill Lynch Backs $300 Mil. L/C for Credit Card Fees
-----------------------------------------------------------------
Delta Air Lines (Other OTC:DALRQ) closed a letter of credit
facility with Merrill Lynch that will allow the company to utilize
up to $300 million in cash that would normally be held in reserve
by Delta's Visa/MasterCard processor.

In September 2005, Delta amended its agreement with its
Visa/MasterCard processor to extend the agreement through October
2007.  Under that agreement, the processor is allowed to maintain
a cash reserve that is estimated to range between $450 million and
$850 million during the term of the processing agreement.  As part
of the agreement, Delta obtained the right to substitute a letter
of credit for a portion of the cash reserve.

"We are very pleased to have entered into this arrangement with
Merrill Lynch," Ed Bastian, Executive Vice President and Chief
Financial Officer of Delta, said.  "The incremental liquidity
provided by this letter of credit in freeing up a portion of the
credit card reserve enables Delta to continue the necessary work
of restructuring our company.  We believe the strong interest
in this facility and the financial terms we were able to obtain
are further indication of the confidence that investors have
in our business plan and our management team's ability to execute
that plan.  Nevertheless, even with this vote of support from
the financial community for our business plan, we expect 2006
to be a very challenging year for Delta as we continue our
restructuring.  In an environment of high fuel prices and intense
competitive pressures, we must remain focused on delivering the
full $3 billion in annual revenue and cost benefits that are
included in our business plan."

The United States Bankruptcy Court for the Southern District of
New York previously authorized Delta to enter into the letter of
credit facility, subject to the approval of the official committee
of unsecured creditors, which was received on Jan. 25, 2006.

A full-text copy of the Company's Form 8-K filed with the
Securities and Exchange Commission that provides additional detail
about the letter of credit facility is available at no charge at
http://ResearchArchives.com/t/s?4bd

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


DONALD CORY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donald D. & Wilma Jean Cory
        10400 Northwest Blum Road
        Parkville, Missouri 64152

Bankruptcy Case No.: 06-50016

Chapter 11 Petition Date: January 25, 2006

Court: Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtors' Counsel: Jeffrey A. Deines, Esq.
                  9260 Glenwood
                  Lentz & Clark, P.A.
                  P.O. Box 12167
                  Overland Park, Kansas 66282-2167
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Par 4 Home Owners                                        $28,179
Association
7658 North Oak Trafficway
Gladstone, MO 64118

Capital Management Services,                             $16,934
Inc.
726 Exchange Street,
Suite 700
Buffalo, NY 14221

NCO Financial Services                                   $11,484
507 Prudential Road
Horsham, PA 19044

Chase Visa                    Credit card purchases      $11,187

American Express              Credit card purchases      $10,718

Joe Kilowatt Inc.                                         $7,500

Sam's Club                    Credit card purchases       $2,852

Aegis                                                     $2,165

Aurora Loan Services                                     Unknown

Aurora Loan Services                                     Unknown

Countrywide                   10006 Northwest Lema       Unknown
                              Drive Rental Property

Countrywide                   11003 Northwest Lema       Unknown
                              Drive Rental Property

Countrywide                   10400 Northwest Blum       Unknown
                              Personal Home

EMC                           6600 Melody Lane           Unknown
                              Rental Property

GMAC                          GMC 2500 Crew Cab          Unknown

Great Southern Bank           Century Hill Townhomes     Unknown
                              Rental Properties

Hudson Bank                   2002 Alpine Coach          Unknown

IRS - Spec Proc Branch                                   Unknown

KCPL                                                     Unknown

Lexus Financial Services      Lexus RX330                Unknown


EAGLEPICHER INC: Files Reorganization Plan & Disclosure Statement
-----------------------------------------------------------------
EaglePicher Incorporated and certain affiliates filed their plan
of reorganization and related proposed disclosure statement in
their Chapter 11 cases on Jan. 25, 2006.  The plan, which is being
proposed jointly by EaglePicher and the Official Committee of
Unsecured Creditors appointed in the chapter 11 cases, provides
for the transfer of substantially all of the assets of the
EaglePicher entities to newly formed companies.  Consideration for
the transferred assets will be paid to each debtor in amounts
equal to the value of the assets transferred by that debtor.

Under the plan, unsecured creditors of each debtor will receive
their pro rata share of that value available for unsecured
creditors after satisfaction of all secured and priority claims.
Holders of the Company's 9.75% Senior Notes will receive their
distributions in the form of all of the common stock in the new
holding company.  All other general unsecured creditors of each
debtor will receive their distributions at their option either in
the form of cash payments over time or a single discounted cash
payment.  The Disclosure Statement projects recoveries of 2.8% to
45% to the Debtors' unsecured creditor constituencies.

The plan has the full support of EaglePicher's Official Committee
of Unsecured Creditors.

"With the filing of EaglePicher's plan of reorganization and our
previously announced financing, which is convertible into
financing for the new companies upon completion of the
reorganization, all the elements are in place to enable
EaglePicher to complete its restructuring within the next few
months," said Stuart B. Gleichenhaus, interim CEO and Chief
Restructuring Officer.  "We look forward to completing our
reorganization and continuing to serve our customers across the
many industries in which we operate."

A full-text copy of EaglePicher's 142-page Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?4c1

A full-text copy of EaglePicher's 51-page Joint Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?4c2

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


FERRO CORP: S&P Holds BB Corporate Credit & Senior Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services holds its 'BB' long-term
corporate credit and senior unsecured debt ratings on Ferro Corp.
on CreditWatch with negative implications.

"Resolution of the CreditWatch awaits likely developments near
term, resulting from new management's strategies to bolster the
company's depressed financial profile," said Standard & Poor's
credit analyst Wesley E. Chinn.

The ratings were placed on CreditWatch Nov. 18, 2005.

Weak profitability at this producer of ceramic glaze, porcelain
enamel coatings, electronic materials, inorganic pigments and
colorants is contributing to substandard cash flow protection
measures and weak operating margins at less than 10%.  Another
negative credit factor is the drain on management's time of having
to deal with the distractions caused by the lengthy accounting
restatement process, and the diminished transparency that
has resulted from this review work.  After successive delays,
Ferro expects to file its 2004 financial statements (10-K and 10-
Qs) in early 2006.  The company will then have to contend with the
filing of its 10-K and 10-Qs for 2005.

Funds from operations as a percentage of total debt (adjusted for
an accounts receivable securitization program, capitalized
operating leases, and meaningful unfunded pension obligations) for
2005 is likely to be substantially below the 20%-25% range
expected for the current ratings.  This ratio expectation excludes
meaningful costs resulting from a restructuring program and the
accounting investigation and restatement efforts.  On the plus
side, price increases, initiatives to reduce overhead and
procurement costs, improved conditions in the electronic materials
market, and restructured polymer additives operations enhance the
potential for an earnings rebound in 2006.  But the challenging
raw material and energy cost environment and European markets are
negatives.

Standard & Poor's will resolve the CreditWatch in coming months,
as Ferro's management progresses in its efforts to restore overall
profitability and cash flow protection measures to levels
appropriate for the current ratings.


FOAMEX INT'L: Panel, et al., Want Solicitation Procedures Denied
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 16, 2006,
concurrent with the recent filing of Foamex International Inc.,
and its debtor-affiliates' Chapter 11 Plan and Disclosure
Statement, the Debtors ask the Honorable Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware to approve a
set of uniform noticing, balloting, voting and tabulation
procedures to be used in connection with asking creditors to vote
to accept the Plan.

                            Objections

1. The Official Committee of Unsecured Creditors

The Official Committee of Unsecured Creditors asserts that the
Disclosure Statement hearing should be adjourned in mid-March
2006, at the time the assessment on the Debtors' value being
undertaken by A.T. Kearney will be completed.

The comprehensive valuation report will allow the Court to
determine the valuation dispute on a full and complete record, as
opposed to a record resulting from a pre-arranged plan dictated
by a prepetition term sheet between the Debtors and the Ad Hoc
Committee.

If the Disclosure Statement is heard in March 2006, a
confirmation hearing could be conducted in May 2006, the
Committee says.

In addition, the Committee argues that the deadline for the
Debtors to file a Plan Supplement is a week after the proposed
March 23, 2006, voting deadline, hence depriving creditors the
essential information for an informed judgment on the Plan of
Reorganization.

Accordingly, the Committee asks the Court to require the Debtors
to file the Plan Supplement at least 15 days in advance of
any objection and voting deadlines.

Because the Debtors indicated that a letter of support to the
Plan from the Ad Hoc Committee of Senior Secured Noteholders will
be included in the solicitation package, the Committee argues
that the Solicitation Package should also contain a letter from
the Committee explaining its opposition to the Plan.

Furthermore, the Committee notes that the opt-out process of the
releases provisions in the Plan is confusing, misleading and
objectionable.  Releases of non-debtors by third parties of
direct claims are permissible, but only with the affirmative
consent of the third party.

Certain voting parties might not know whether they are presumed
to have rejected or accepted the releases due to the confusing
way in which the release provision is presented on the Ballots,
the Committee explains.  It is unclear whether the unimpaired
classes' deemed acceptance of the Plan constitutes a deemed
consent to the release provisions.  Additionally, it will be
unclear to those voting to reject the Plan whether they are
deemed to reject the release provisions by way of their vote, or
if they must also indicate on the ballot that they do not consent
to the releases.  The confusion surrounding the release provision
could be clarified simply by switching the opt-out provision to
an opt-in provision on the ballots.

Hence, the Committee asks the Court to deny the Solicitation
Motion.

2. Donovan Williams, et al.

Donovan Williams, Charles N. Rediham, Michael A. St. Pierre,
Stephen E. Breggia, Max Wistow and Mark S. Mandell, Steven A.
Minicucci, Patrick T. Jones and Eva A. Mancuso are tort claimants
in the Debtors' Chapter 11 cases.

The Tort Claimants support the Official Committee of Unsecured
Creditors' objections to the Disclosure Statement and
Solicitation Procedures.

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)


FORD MOTOR: Expects to Spend $250MM in Hourly Personnel Lay-Offs
----------------------------------------------------------------
Ford Motor Company [NYSE: F] disclosed the details of its
comprehensive plan to restore profitability to its automotive
business in North America no later than 2008 in a Form 8-K filing
with the Securities and Exchange Commission.

The Company's restructuring plan for North America, dubbed as the
"Way Forward", includes:

   -- material cost reductions of at least $6 billion by 2010.

   -- capacity will be reduced by 1.2 million units or 26% by
      2008, representing the majority of actions within the plan's
      2006-2012 period.

   -- Plant-related employment will be reduced by 25,000-30,000
      people in the 2006-2012 time period, in addition to salaried
      personnel reductions and a reduction in the company's
      officer ranks.

              Investment-Efficient Product Creation

The Company will be pursuing operating improvements, which
includes:

   -- Ford will use more global vehicle architectures in North
      America, particularly for cars and crossovers;

   -- the company will share more parts and systems that are
      invisible to the customer, such as brakes, suspension and
      underbody components, across its North American, European
      and Asian brands;

   -- Ford will continue to implement its Global Product
      Development System -- which is based, in part, on Mazda's
      highly successful and efficient model -- to reduce product
      development times by six to 12 months, depending on the size
      of the program;

   -- Ford will continue to invest in lean and flexible
      manufacturing, with 75% of its North American assembly
      capacity being "flexible" by the end of 2008;

                        Financial Impact

The estimated pre-tax financial impact of the North American plan
in 2006 includes:

   -- $250 million for hourly personnel separations; and
   -- $220 million for fixed asset write-offs.

A full-text copy of the Form 8-K filing is available for free at
http://ResearchArchives.com/t/s?4be

Headquartered in Dearborn, Michigan, Ford Motor Company, is the
world's third largest automobile manufacturer.  Ford Motor Co.
manufactures and distributes automobiles in 200 markets across six
continents.  With more than 324,000 employees worldwide, the
company's core and affiliated automotive brands include Aston
Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo.  Its automotive-related services include Ford Motor Credit
Company and The Hertz Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered the ratings of Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1). Ford's
SGL-1 Speculative Grade Liquidity rating is affirmed.  The rating
outlook for Ford Motor is negative.

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ford Motor Co., Ford Motor Credit Co. (Ford Credit),
and all related entities to 'BB-/B-2' from 'BB+/B-1' and removed
them from CreditWatch, where they were placed on Oct. 3, 2005,
with negative implications.  The outlook is negative.
Consolidated debt outstanding totaled $141.7 billion at Sept. 30,
2005.

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Fitch Ratings has downgraded the issuer default rating and senior
unsecured debt ratings of Ford Motor Company, Ford Credit Company
and affiliate ratings to 'BB+' from 'BBB-'.  The ratings of The
Hertz Corporation and its subsidiaries are not affected by this
action.  Ford's Rating Outlook remains Negative.


GARDEN RIDGE: Wants Claim Objection Deadline Stretched to June 7
----------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to extend until
June 7, 2006, the period within which they can object to proofs of
claim for Other Secured Claims, Other Priority Claims, and
Priority Tax Claims (as those terms are defined in the Company's
chapter 11 plan).

Over the past months, the Debtors have settled each of the allowed
claims filed by various reclamation creditors.  As a result, the
reclamation creditors were entitled to receive a reclamation
distribution under the Plan in late November 2005.

Moreover, the Debtors had been engaged in litigation with the
Informal Landlord Committee and one of the Court-appointed estate
professionals regarding certain fee-related issues.  The Debtors'
fee dispute with the Informal Landlord Committee is unresolved.

The Debtors said that they have only recently focused on the
claims reconciliation process with respect to the claims.  They
did not have enough time to reconcile the claims against their
books and records.

The extension period will enable the Debtors to reconcile the
claims and file objections to unresolved 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.


GB HOLDINGS: Court Denies Hiring of Sonnenschein & Libra
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey denied GB
Holdings, Inc.'s application to employ and retain Sonnenschein
Nath & Rosenthal LLP as its bankruptcy co-counsel and Libra
Securities, LLC as it financial advisors.  The Court entered its
order on Jan. 3, 2006.

As previously reported in the Troubled Company Reporter, the
Debtor asked the Court for authority to employ Sonnenschein Nath
as its co-counsel and to assist its general bankruptcy counsel,
Adelman Lavine Gold and Levin.

The Court finds that after reviewing the supporting and opposing
papers that Sonnenschein represents an interest adverse to the
Debtor's estate pursuant to 11 U.S.C. Section 327(a) and the
application should be denied.

           Denial of Libra Securities Retention

As previously reported in the Troubled Company Reporter, the
Debtor asked the Court for permission to employ Libra Securities,
LLC as its financial advisors.

The Court finds that after reviewing the supporting and opposing
papers for the hiring of Libra Securities, it concludes that Libra
is not a disinterested person under 11 U.S.C. Section 101(14) and
the application should be denied.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  D. Andrew Bertorelli, Esq., at Adelman Lavine Gold
and Levin represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GB HOLDINGS: Court Terminates Exclusivity Periods
-------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
terminated GB Holdings, Inc.'s exclusive right to file a plan of
reorganization and to solicit acceptances of that plan from its
creditors.  The Court entered its order on Jan. 18, 2006.

As reported in the Troubled Company Reporter on Dec. 30, 2005, the
Debtor asks the Court to extend, until May 30, 2006, the time
within which it has the exclusive right to file a chapter 11 plan.
The Debtor also wanted until July 30, 2006, to solicit acceptances
of that plan from its creditors.

The Court's decision is based on the objection raised by the
Official Committee of Unsecured Creditors to the Debtor's motion
to extend its exclusivity periods.

In its motion, the Committee said that:

   1) the Debtor is a corporate shell with no operations and no
      active employees and its estate consist of nothing more than
      a minority equity interest in its subsidiary and prospective
      litigation against Carl C. Icahn and his affiliates.  Mr.
      Ichan is the Chairman of the Board of Directors.

   2) the Debtor only used its exclusivity to pursue a sale of its
      its sole tangible asset, consisting of 2,882,938 shares of
      common stock of Atlantic Coast Entertainment Holdings, Inc.,
      just to solve its bankruptcy case, which the Committee
      consistently opposed.  On Jan. 18, 2006, the Debtor withdraw
      its motion to sell that asset after the Committee filed an
      objection to the sale.

   3) the creditors have lost confidence the Debtor's management
      because of the gross mismanagement of the company
      perpetrated by Mr. Ichan and other company officials.

The Court concludes that termination of the Debtor's exclusivity
will not result in business disruption and it is in the best
interests of the estate's creditors and other parties-in-interest.

The Court orders that competing plans of reorganization from the
Committee and other parties-in-interest must be filed by March 20,
2006.

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  D. Andrew Bertorelli, Esq., at Adelman Lavine Gold
and Levin represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.


GENERAL CABLE: S&P Revises Outlook to Positive & Affirms Ratings
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Highland
Heights, Kentucky-based General Cable Corp. to positive from
stable, and affirmed the 'B+' corporate credit rating, the 'BB'
secured bank loan rating, and the 'B' senior unsecured debt
rating.  The revised outlook reflects improved financial leverage
metrics stemming from improved profitability and reduced debt.

As of September 2005 (pro forma for the acquisition of Silec and
the conversion of preferred stock), General Cable's financial
leverage metrics, as measured on an adjusted total Debt to EBITDA
basis, fell to 3.5x, compared with 4.9X as of June 2005 and 5.9x
in September 2004.

"The ratings on General Cable Corp. reflect a cyclical operating
profile driven by fluctuating market demand and volatility in raw
material pricing that can affect working capital requirements and
cash flow," said Standard & Poor's credit analyst Stephanie Crane.

These factors are somewhat offset by the company's leading
position in a global market for wire and cables, as well
as ongoing reductions in leverage, and recent increases in
profitability, part because of product pricing increases as well
as effective cost cutting efforts. General Cable is a leading
global supplier in the estimated $82 billion wire and cable
market, supplying power utilities for the electrical grid,
industrial and specialty markets, and the telecom market,
including land-line telephone and computer data networks.

The company's business is subject to relatively low and somewhat
volatile profitability because of the commodity nature of product,
fluctuations in market demand, and periodic unfavorable changes in
product pricing and input costs.  Prices for key raw materials,
including copper which accounts for as much as 45% of
manufacturing costs, are at an all time high.  General Cable's
power cable business, which makes up roughly 35% of total revenue
and 45% of profits, has substantial market share in North America
and generates the highest profitability, with EBITDA margins in
the mid to high single digits.

The recent U.S. Energy Bill, focused on improvements to the energy
infrastructure, is expected to increase demand for high-end power
voltage and related IT spending in these markets.  The recent
acquisition of Silec should increase General Cable's global market
share in high voltage cables.  On the other hand, the telecom and
industrial segments, are less profitable, and are subject to:

   * periodic and prolonged weaknesses in IT spending;

   * capital spending by the regional Bell operating companies;
     and

   * fluctuations in general industrial production.


GENERAL ELECTRODYNAMICS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: General Electrodynamics Corporation
        8000 Calendar Road
        Arlington, Texas 76001

Bankruptcy Case No.: 06-40208

Type of Business: The Debtor designs and manufactures portable
                  aircraft weight and balance equipment.

Chapter 11 Petition Date: January 27, 2006

Court: Northern District of Texas (Ft. Worth)

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, Texas 76102
                  Tel: (817) 877-8855

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


GENERAL MOTORS: Moody's Reviews Long-Term Rating & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the B1 long-term rating of
General Motors Corporation on review for possible downgrade
following the company's announcement of full-year 2005 results
that include fourth quarter automotive operating cash generation
that is materially below the rating agency's expectations.  The
ratings of General Motor's Acceptance Corporation (Ba1/review with
direction uncertain and Not-Prime/review for possible upgrade) and
of Residential Capital Corporation (Baa3 and Prime-3/review
direction uncertain) remain unchanged.  Moody's said that the
significant negative variation in fourth quarter cash generation
relative to expectations is further evidence of the erosion in
GM's North American business position at a time when the company
has limited ability to accommodate additional financial or
operating stress.

Although GM's automotive operations generated a positive $700
million in operating cash flow during the fourth quarter, this
level is significantly less robust than anticipated, and it
contributed to operating cash flow for the full year of a negative
$5.9 billion.  The rating agency noted that other key aspects of
GM's year-end announcement were largely in line with expectations.
These include:

   * a $5.3 billion full-year loss for the automotive operations;

   * a $3.6 billion special charge associated with employment
     reduction initiatives and the recognition of a UAW/Delphi
     benefit guarantee obligation; and

   * a $20.5 billion cash and short-term VEBA position.

Moody's said that its review of GM's rating will focus on the
company's ability to demonstrate material near-term progress in
several key areas that could help to mitigate the company's poor
fourth quarter performance.  These areas include:

    * the resolution of the Delphi reorganization and its
      negotiations with the UAW;

    * GM's ability to materially reduce the current $2 billion
      cost penalty associated with doing business with Delphi;

    * completing the sale of a majority interest in GMAC;

    * establishing solid market acceptance and pricing for the
      T900 series; and

    * resolving the SEC investigation in a manner that does not
      delay release of or necessitate material adjustments to its
      financial statements.

In addition to these relatively near-term events, the rating
agency will also continue to assess the likelihood that GM's
automotive operations can remain on track for generating these
metrics (based on Moody's standard adjustments) by 2007:

   * interest coverage exceeding 1.5 times;
   * operating margin of over 2.5%; and
   * positive free cash flow.

An additional rating factor will be the company's ability to
maintain a cash and short-term VEBA position of approximately $18
billion.

Moody's said that GMAC's stand alone credit profile is further
weakened by the increased pressures at GM given GMAC's direct and
indirect exposures to its parent.  This weakening emphasizes the
importance of the strength of GMAC's potential strategic partner
in establishing a rating for GMAC after the sale of a majority
stake in the firm that is higher than its current Ba1 long-term
rating (currently on review with direction uncertain).  Moody's
reiterated that it could decide to downgrade GMAC's long-term
rating if it believes GMAC's intrinsic credit profile has
materially weakened, even absent any changes in its view of the
GMAC stake sale process.

Moody's further noted that although the residential real estate
finance business of ResCap and auto finance business of GMAC are
distinct from an operating perspective, ResCap continues to have
some dependence on the support of GMAC in regards to its capital
structure.  Moody's noted that such support has continued to
substantially diminish, permitting Moody's to ascribe a single-
notch rating differential to the ResCap ratings relative to GMAC's
ratings.  However, a downgrade of GMAC's ratings would likely be
mirrored in a concurrent downgrade of ResCap's ratings as long as
there are no material changes in GMAC's corporate ownership of
ResCap.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of General
Motors Acceptance Corporation.


GILMART LTD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gilmart, Ltd.
        5050 South Archer Avenue
        Chicago, Illinois 60632

Bankruptcy Case No.: 06-00670

Chapter 11 Petition Date: January 26, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: John A Lipinsky, Esq.
                  Coman & Anderson, P.C.
                  2525 Cabot Drive, Suite 300
                  Lisle, Illinois 60532
                  Tel: (630) 428-2660

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Joseph Fenech                              $100,000
   Fenech & Pachulski & Welgat PC
   1656 Imperial Circle, Suite 100
   Naperville, IL 60563

   Kelu Enterprises, Inc.                      $22,379
   2109 South Ashland Avenue
   Chicago, IL 60608

   Peoria Packing, Ltd.                        $14,712
   1307-09 West Lake Street
   Chicago, IL 60607

   Ludwig Dairy, Inc.                          $14,081
   2513 Pan Am Boulevard
   Elk Grove Village, IL 60007

   Interstate Wrapping Products Co.            $13,216
   2575 Lemoyne Street
   Melrose Park, IL 60160

   Adamba Imports/Chicago                      $12,860
   3713 North 25th Avenue
   Schiller Park, IL 60176

   Stan-Mark Food Products                     $10,846
   1100 West 47th Place
   Chicago, IL 60609

   Lowell Grocery                               $9,382
   9234 West Belmont Avenue
   Franklin Park, IL 60131

   Steaks Unlimited                             $9,172
   716 Picardy Circle
   Northbrook, IL 60062

   Lowell Dairy                                 $9,049
   Lowell International Co.
   9234 West Belmont Avenue
   Franklin Park, IL 60131

   Judge & Dolph, Ltd.                          $8,602
   P.O. Box 809180
   Chicago, IL 60680-9180

   J&B Distributing, Co.                        $8,466
   3250 North Kilpatrick Avenue
   Chicago, IL 60641

   Mandolini Co.                                $8,274
   2404 South Wolcott Avenue, Unit 28
   Chicago, IL 60608

   Forest View Bakery                           $8,206
   6454 Milwaukee Avenue
   Chicago, IL 60631

   Square Enterprises Corp.                     $8,191
   9347 Seymour
   Schiller Park, IL 60176

   Markpol Distributors                         $7,502
   9815 West Leland Avenue
   Schiller Park, IL 60176

   Stoller Wholesale                            $7,353
   3325 Mount Prospect Road
   Franklin Park, IL 60131

   ViaMax                                       $7,046
   9820 South Pulaski
   Oak Lawn, IL 60453

   Chris's Bakery, Inc.                         $5,020
   3000 West 41st Street
   Chicago, IL 60632

   Nealey Foods, Inc.                           $4,975
   900 West Fulton Market
   Chicago, IL 60607


GOODING'S SUPERMARKETS: Final Cash Collateral Hearing Today
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Gooding's Supermarkets, Inc., authority on an interim basis, to
use $1,229,724 of cash collateral securing repayment of
prepetition debts owed to National Commerce Bank, FSB, and
Associated Grocers of Florida, Inc.

As previously reported in the Troubled Company Reporter on
Jan. 5, 2006, the cash collateral, in which National Commerce and
Associated asserted an interest, was comprised of funds on hand
and funds to be received from the Debtor's collection of accounts
receivable.

The Debtor owed $235,076 to the Associated Grocers and $2.7
million to National Commerce.

To provide the lenders with adequate protection against any
diminution in the value of their collateral, the Debtor proposes
to grant them replacement liens having the same validity, extent
and priority as the lenders' prepetition liens.

The Court will convene a hearing at 10:30 a.m., today, Jan. 30,
2006, to consider the Debtors' request to use the cash collateral
on a final basis.

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


HOLLINGER INT'L: Sun-Times Unit Plans to Cut Workforce by 10%
-------------------------------------------------------------
Hollinger International Inc.'s (NYSE:HLR) Sun-Times News Group
disclosed a significant reorganization of its operations.

The new organization will consist of a Market Development Unit and
an Operations Unit.  These steps are aimed at accelerating and
enhancing the strategic growth and operating plan reported in
August 2005.

The Market Development Unit will reinforce the strong connection
of the Group's titles to the local communities, expand STNG's
commitment to New Media and Strategic Marketing and diversify the
range of STNG products available to the Company's advertising
clients.  The Operations Unit will consolidate infrastructure and
support functions and streamline internal processes to improve
customer service and product quality and maximize productivity.

The Market Development Unit will be led by John Cruickshank, STNG
Chief Operating Officer and Publisher of the Chicago Sun-Times.
The news teams of all STNG titles as well as the New Media,
Strategic Marketing, Ad Sales and Legal Departments will report to
Mr. Cruickshank.  The Operations Unit will be led by Greg
Stoklosa, Chief Financial Officer of both Hollinger International
and STNG.  Departments reporting to Mr. Stoklosa will include:

         * Production;
         * Distribution;
         * Finance;
         * Technology;
         * Labor Relations; and
         * Human Resources.

Mr. Stoklosa and Mr. Cruickshank will continue to report to Gordon
Paris, Chairman and Chief Executive Officer of Hollinger
International.

Mr. Paris said, "We believe that STNG is the leading provider of
local news and information in the greater Chicago market.  We
expect that this reorganization will not only improve our
productivity and the quality of our products and services, but
will also allow us to effectively and efficiently deliver the
power of the group to our advertisers."

The Company expects the reorganization to reduce staffing levels
by approximately 10%, largely through a voluntary separation
program.  It anticipates further profit improvement from efforts
to eliminate or restructure currently unprofitable advertising and
circulation arrangements.  The reorganization also includes
increased spending in targeted functional areas including
Strategic Marketing, New Media and Information Technology.

Hollinger International said that the reorganization,
profitability initiatives and targeted spending are expected to
yield net annualized increases in operating income of
approximately $16 to $20 million, with partial realization of
these benefits beginning in 2006.  The Company expects the
reorganization to enhance long-term, profitable revenue growth,
although the net impact on revenues of the various initiatives
will be relatively modest in 2006.

The reorganization is expected to reverse disappointing
financial performance for STNG for 2005.  STNG's segment
operating income before depreciation, amortization and special
items was $92 million in 2004.  STNG's 2005 segment operating
income before depreciation and amortization is expected to be down
approximately 15% from that level, subject to final adjustments.
(Special items in 2004 consisted of circulation and restitution
charges of approximately $3 million, D&O insurance costs no longer
allocated to the segment of approximately $4 million, gains on
sales of land and equipment of approximately $45 million and asset
write-downs and other charges of approximately $3 million.
For 2004, STNG's segment operating income was approximately
$96 million and depreciation and amortization was approximately
$31 million.  The Company believes these special items make
meaningful comparisons of segment operating results between years
difficult based on their nature, magnitude and expected
frequency).

STNG's 2005 financial performance was affected by factors, which
impacted the entire industry, including 12% higher newsprint
prices versus 2004, higher benefits and fuel costs, and a soft ad
environment, particularly in some of STNG's key categories, auto
and entertainment. In addition, STNG's ad volumes and rates were
negatively impacted by the lingering effects of the circulation
overstatement.  Finally, beyond the industry factors noted,
workers' compensation costs and bad debt expense increased costs
by slightly more than $3 million in 2005.

Mr. Paris said, "2005 was an extremely challenging and difficult
year for STNG.  We not only had to manage through a difficult
industry environment, but also, the lingering effects of past
mismanagement of our business including the circulation
overstatement.  While we are extremely disappointed with our 2005
results, we are very excited about our future and the prospects
for significantly improving our profitability."

The Sun-Times News Group includes the Chicago Sun-Times, Pioneer
Press, Daily Southtown and Star, Naperville Sun, Post Tribune of
Northwest Indiana, and suburban newspapers in Joliet, Aurora,
Elgin and Waukegan.  It is owned by Hollinger International Inc.
(NYSE: HLR).

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.  Hollinger
maintains a Web site at http://www.hollingerinternational.com/

At Sept. 30, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $196,794,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


INDUSTRIAL ENTERPRISES: Secures $5 Mil. Financing to Buy Pitt Penn
------------------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB:ILNP) completed a
$5,000,000 private placement in convertible debentures with
JLF Asset Management, LLC.  This financing enables the Company
to complete the acquisition of Pitt Penn within the next two to
three business days.  Per the terms of the financing, the Company
has issued convertible debentures with a fixed conversion rate of
$.18 per share.  The sale of the convertible debentures included
100% warrant coverage at above market prices.

"This investment into ILNP allows us to close the Pitt Penn
acquisition and doubles our projected revenue run rate for 2006
from roughly $35 million to in excess of $70 million," John
Mazzuto, Chief Executive Officer of Industrial Enterprises of
America, stated.  "We are excited to continue executing our
business plan and grow the business organically while achieving
higher net margins, due to economies of scale and cost synergies.
Upon the consolidation of our operations, we will be fully funded
and foresee that the cash flow from operations will be sufficient
to grow the business organically and acquire additional brands and
products.  The addition of Pitt Penn to existing operations will
enable us to achieve targeted net margins of 8% on a pro forma
basis as ILNP consolidates its existing manufacturing facilities
through utilization of Pitt Penn's excess capacity.  This
consolidation will begin in the next 30 days and is expected to be
completed by the end of the year with the majority of cost
reductions being obtained within six months.  We are very
comfortable with an initial goal of $.05 EPS on a fully diluted
basis for the next 12 months, and will provide further insight
next week upon completion of the Pitt Penn acquisition."

JLF Asset Management, LLC was established in 1999 and has
approximately $400 million under management.  JLF is managed by
Jeff Feinberg, who, prior to founding JLF, was a partner at Soros
Fund Management in New York (1996-1998), as well as the Assistant
Portfolio Manager for the Fidelity Magellan Fund (1994-1995).

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is a holding
Company with three operating subsidiaries, EMC Packaging, Unifide
Industries and Todays Way Manufacturing, LLC.  EMC Packaging is
one of the largest worldwide providers of refrigerant gases,
specializing in converting hydroflurocarbon gases into branded and
private label refrigerant and propellant products as well as
packaging of "gas dusters" used in a variety of industries.
Unifide Industries markets and sells specialty automotive products
under proprietary trade names and private labels, and Todays Way
Manufacturing manufactures and packages the products sold by
Unifide Industries.

                          *     *     *

                       Going Concern Doubt

Beckstead and Watts, LLP, has expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the company has had limited operations and [has]
not commenced planned principal operations."


INEX PHARMA: Shareholders Approve Spin-Out of Immunotherapy Assets
------------------------------------------------------------------
At Inex Pharmaceuticals Corporation's (TSX: IEX) Special Meeting
of Shareholders held on Jan. 27, 2005, shareholders of INEX
approved the Plan of Arrangement to complete the spin out of
INEX's Targeted Immunotherapy assets into a new company, Tekmira
Pharmaceuticals Corporation with 98.3% of shares cast voting in
favour of the spin out.  Shareholders also approved a stock option
plan for Tekmira.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said the shareholder vote is a strong endorsement of the spin out
of INEX's Targeted Immunotherapy assets into Tekmira.  "We are
confident that the formation of Tekmira creates the greatest value
for all stakeholders and we are pleased that shareholders have
overwhelmingly supported the transaction."

Closing of the transaction is now subject to the receipt of
certain court approvals and approval of the Toronto Stock
Exchange.  On Jan. 5 and 6, 2006, INEX completed a court hearing
to determine whether the Plan of Arrangement can be completed
given the terms of INEX's current outstanding convertible debt.

The court hearing also discussed a bankruptcy petition brought
forward by Stark Trading and Shepherd Investments International
Ltd. on Dec. 20, 2005.  The judge has reserved judgment until a
later date.  INEX will report on the final judgment when it is
received.  Stark is also appealing an Oct. 27, 2005 decision of
the Supreme Court of British Columbia dismissing a bankruptcy
petition originally filed Sept. 27, 2005.  A court date of
Feb. 13, 2006 has been set to hear this appeal.

Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX.  The promissory
notes are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at maturity.

The Plan of Arrangement and the spin out of INEX's Targeted
Immunotherapy technology into Tekmira will not close until after
all of the court hearings have been completed.

Contact:

     Investors
     Ian Mortimer
     Vice President, Finance and Chief Financial Officer
     Phone: (604) 419-3200
     Email: info@inexpharm.com

A full-text copy of the spin-out transaction is available at no
charge at http://ResearchArchives.com/t/s?4c0

Vancouver, British Columbia, Inex Pharmaceuticals Corporation --
http://www.inexpharm.com/-- is a Canadian biopharmaceutical
company developing and commercializing proprietary drugs and drug
delivery systems to improve the treatment of cancer.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2005,
Inex Pharmaceuticals Corporation received notice on Dec. 20, 2005,
that Stark Trading and Shepherd Investments International Ltd.
filed a petition in the Supreme Court of British Columbia seeking
to have INEX declared bankrupt and that a receiving order be made
in respect of the property of INEX.

INEX believes that this latest petition brought forward by Stark
is an attempt to block the successful completion of the Plan of
Arrangement announced Nov. 17, 2005.  As previously disclosed,
INEX has already asked the Supreme Court of British Columbia to
rule on whether the proposed plan can be completed given the terms
of the Notes.  The Supreme Court will hear this plan on Jan. 5 and
Jan. 6, 2006.  This hearing will also address Stark's bankruptcy
petition.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said INEX is continuing with its plan to spin out its Targeted
Immunotherapy assets into a new public company.  "This is yet
another attempt by Stark to try and block the completion of our
plan to spin out our Targeted Immunotherapy technology.  We
believe this transaction represents the greatest value for all
stakeholders, including the Note holders, and we will continue to
move forward to secure court and shareholder approvals for its
completion."


INTERNATIONAL RECTIFIER: Earns $24.2 Mil. in Quarter Ended Dec. 31
------------------------------------------------------------------
International Rectifier Corporation (NYSE:IRF) reported a net
income of $24.2 million for the quarter ending Dec. 31, 2005,
compared to $39.5 million for the same period last year.  The
Company earned $50.4 million of net income for a six-month period
ending Dec. 31, 2005, compared to $77 million of net income for
the same period last year.

Gross profit was $111 million for the quarter ending Dec. 31,
2005, as compared to $129 million for the same period last year.
For the six-month period ending Dec. 31, 2005, gross profit was
$222 million, compared to the prior year's $262 million.

Revenues amounted to $278 million for the quarter ending Dec. 31,
2005, compared to $298 million for the same period last year.
For the six-month period ending Dec. 31, 2005, revenues reached
$551 million, compared to the prior year's $610 million.

"Customers continue to turn to IR's solutions to advance their
product roadmaps," CEO Alex Lidow said.  "Orders were up 17% over
the prior quarter, supporting our decision to rapidly expand
capacity.  During the quarter, we raised our inventory, loading
the pipeline with raw materials and work-in-process.  We are now
just beginning to see the benefits of our accelerated efforts and
expect significant revenue contribution throughout the calendar
year."

As of Dec. 31, 2005, total assets amounted to $2.2 billion and
total liabilities amounted to $768 million, resulting in a
stockholders' equity of $1.5 billion.

Headquartered in El Segundo, California, International Rectifier -
- http://www.irf.com/-- is a world leader in power management
technology.  IR's analog and mixed signal ICs, advanced circuit
devices, integrated power systems and components enable high
performance computing and reduce energy waste in motors, the
world's single largest consumer of electricity.  Leading
manufacturers of computers, energy efficient appliances, lighting,
automobiles, satellites, aircraft, and defense systems rely on
IR's power management benchmarks to power their next generation
products.

                       *     *     *

The Company's 4-1/4% Convertible Subordinated Notes due 2007 carry
Standard and Poor's Rating Services' B+ rating.


ITC HOMES: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: ITC Homes, Inc.
        80 North Suntan Drive
        Vail, Arizona 85641

Bankruptcy Case No.: 06-00053

Type of Business: The Debtor is a residential real estate
                  developer.  See http://www.itchomesinc.net/

Chapter 11 Petition Date: January 26, 2006

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  Gibson, Nakamura & Decker, PLLC
                  2941 North Swan Road, #101
                  Tucson, Arizona 85712
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


KAISER ALUMINUM: CFO Kerry A. Shiba Resigns for "Personal Reasons"
------------------------------------------------------------------
Kaiser Aluminum's chief financial officer, Kerry A. Shiba,
resigned from his position.

The company also disclosed the creation of the "Office of the
CFO," which will handle Mr. Shiba's duties until a successor is
determined.  The "Office of the CFO" will consist of President and
CEO Jack A. Hockema, Vice President and Controller Daniel D.
Maddox and Vice President and Treasurer Daniel J. Rinkenberger.

Mr. Shiba's decision to resign is based on a personal relationship
with another employee, which the company determined to be
inappropriate.  The resignation is in no way related to the
company's internal controls, financial statements, financial
performance or financial condition.

"Kerry Shiba is a talented financial executive who made a
significant contribution in the company's restructuring efforts,"
said Mr. Hockema.  "However, we are fortunate to have a strong and
experienced management team that stepped in immediately.  We
remain well positioned to complete the company's restructuring and
lead it into the future."

Mr. Maddox joined the company in 1996 and, since 1998, has been
the Corporate Controller and Principal Accounting Officer.  Before
joining Kaiser Aluminum, he was with Arthur Andersen LLP for
14 years.

Mr. Rinkenberger joined the company in 1991, became Assistant
Treasurer in 1995, and was elected to the position of Vice
President and Treasurer effective January 2005.  Between 1997 and
2002, he served in the fabricated products business unit in
various financial and business planning functions.  From 2002 to
2005, Mr. Rinkenberger served as the company's Vice President --
Economic Analysis and Planning.

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


KMART CORP: Releases 10% of Shares Held in Distribution Reserve
---------------------------------------------------------------
William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, notifies the Court
that Kmart Corporation further amended the Distribution Reserve
established under the First Amended Plan of Reorganization by
releasing 10% of the shares held so that the total shares
currently available for distribution to holders of allowed claims
will increase from 85% of the shares allocated in the Plan to
95%.

Mr. Barrett says Kmart does not presently intend to make any
further adjustments to the Distribution Reserve until it makes
its final distributions in its Chapter 11 cases.  Kmart, however,
reserves its right to make further adjustments to the
Distribution Reserve, in accordance with the Plan, as are just
and warranted, if necessary.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Court Vacates Stay to Let Wayne County Take Action
--------------------------------------------------------------
Kmart Corporation leased real properties located at:

   (a) 29600 Ford Road, Garden City, Michigan, owned by Burford
       Properties, Inc.; and

   (b) 27313 Telegraph Road, Flat Rock, Michigan, owned by Three
       Mt. Clemens Associates.

The Wayne County Treasurer of Wayne County, Michigan, collects
property taxes, which accrue on both real and personal property
for the County and various cities within the County.

On the Petition Date, the Wayne County Treasurer held:

   -- Claim No. 13968 for $23,570 against Kmart resulting from
      unpaid real property taxes on the Garden City Property for
      the year 2001; and

   -- Claim No. 13969 for $86,714 against Kmart resulting from
      unpaid real property taxes on the Flat Rock Property for
      the year 2001.

As of November 30, 2005, the unpaid real property taxes currently
due and owing on:

   (a) the Garden City Property aggregated $6,800 for the tax
       year 2001; and

   (b) the Flat Rock Property aggregated $481,021 for the tax
       years 2001, 2003, and 2004.

Kurt M. Carlson, Esq., at Tishler & Wald, Ltd., in Chicago,
Illinois, relates that since the Petition Date, $471,224 in
postpetition taxes for tax years 2003 and 2004 have accrued on the
Flat Rock Property.

Kmart asserts it has paid the prepetition real property taxes to
the landlords and has terminated the lease on the Flat Rock
Property.

According to Mr. Carlson, the Wayne County Treasurer's claims are
secured by a lien against the Garden City Property and the Flat
Rock Property, which is superior to all other secured parties'
interest in the property.

Mr. Carlson notes that when a taxpayer fails to pay property
taxes, Michigan law permits the taxing authority to seize the
taxpayer's property to satisfy its claims.  The Wayne County
Treasure could have taken this action -- but did not -- due to the
automatic stay.

Mr. Carlson asserts that if the Wayne County Treasurer is not
permitted to take the action, Kmart will be allowed to avoid the
consequences of losing the properties for non-payment of taxes --
which changes the purpose of the automatic stay into a means of
delaying payment of the obligation instead of the shield that it
was intended to be.

At the Wayne County Treasurer's behest, Judge Sonderby vacates the
automatic stay to allow the County to take "any and all actions
available under applicable state laws to collect its debts."

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MERITAGE HOMES: Earns $102 Mil. of Net Income in 2005 Fourth Qtr.
-----------------------------------------------------------------
Meritage Homes Corp. (NYSE: MTH) all-time quarterly records for
revenue, net earnings and earnings per share, completing the
company's 18th consecutive year of record revenue and net
earnings.

Net earnings for the fourth quarter 2005 hit an all-time high of
$102 million, compared to $52 million for the fourth quarter 2004.
These gains of 97% and 88% were a result of revenue growth and
margin expansion driven by strong demand and the successful
execution of management's growth strategies.

Fourth quarter revenue grew 49% year over year on a 34% gain in
home deliveries and an 11% increase in average selling prices to
$323,800 in the fourth quarter 2005, from $291,700 in the fourth
quarter 2004.

Gross margin widened to 24.6% in the fourth quarter 2005, from
20.5% in the same quarter 2004, and was the primary reason that
earnings exceeded management's guidance of $2.88 to $3.13 per
diluted share.

"The past year was an outstanding one for Meritage, and for the
homebuilding industry in general," Steven J. Hilton, co-chairman
and chief executive officer of Meritage, said.  "The growth and
returns we produced for our stockholders were among the strongest
in the sector, and contributed to Forbes naming Meritage as one of
its 'Platinum 400 - Best Managed Big Companies in America' for the
third straight year.  We posted an after-tax return on assets of
16% and a return on equity of 37% for the year, compared to 13%
and 30%, respectively, last year.  We also effectively managed our
debt while growing, improving our net debt to capital ratio to 38%
at year-end 2005 from 45% at year-end 2004.  Our record earnings,
combined with our first quarter 2005 debt refinancing, improved
our interest coverage ratio to 11 times in 2005 from 7 times in
2004, reinforcing Moody's November 2005 upgrade of our debt rating
to Ba2."

Net earnings for the full year 2005 of $256 million were 84%
greater than 2004 net earnings of $139 million, yielding a 77%
increase in diluted earnings per share to $8.88 in 2005 versus
$5.03 in 2004.  Full-year total revenue grew 49% to $3 billion,
driven by a 30% gain in unit deliveries to 9,406 homes, and a 15%
rise in average selling price to $318,600.  Gross margin for the
full year 2005 was 23.6%, significantly greater than 2004 gross
margin of 20.0%, again driven by strong demand and related price
increases in most markets.

                      Bank Facility Update

Meritage had approximately $73 million outstanding under its $600
million revolving bank facility at Dec. 31, 2005.  After
considering the borrowing base and the company's most restrictive
borrowing covenants, another $428 million was available to borrow.
The company recently increased the maximum borrowing capacity
under the facility from $400 million to $600 million by exercising
the bank line's accordion feature.

Headquartered in Arizona and Texas, Meritage Homes Corp. --
http://www.meritagehomes.com/-- is one of the nation's largest
homebuilders.  The company has been on Forbes' Platinum 400 "Best
Managed Big Companies in America" list for three years, on
Fortune's "Fastest Growing Companies in America" list five of the
last seven years, and is included in the S&P SmallCap 600 Index.
Additionally, Fortune ranked Meritage 747th in its "Fortune 1000"
list of America's largest corporations and included the company as
a "top pick from 50 great investors" in its Investor's Guide 2004.
Meritage operates in fast-growing states of the southern and
western United States, including six of the top 10 single-family
housing markets in the country, and has reported 18 consecutive
years of record revenue and net earnings.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch affirms Meritage Homes Corporation's 'BB' issuer default
rating, senior unsecured debt, and unsecured bank credit facility
ratings.  The rating applies to approximately $480 million in
senior notes and the $600 million revolving credit facility.  The
Rating Outlook has been changed from Stable to Positive.


METALFORMING TECH: Files Joint Liquidating Plan in Delaware
-----------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates
delivered their Joint Chapter 11 Plan of Liquidation and a
Disclosure Statement explaining that Plan to the U.S. Bankruptcy
Court for the District of Delaware on Jan. 12, 2006.

The Plan distributes any remaining proceeds from the sale of
substantially all of the Debtors' assets to Zohar Tubular
Acquisition, LLC, which closed on Nov. 18, 2005.  Zohar paid
approximately $25 million for the assets and assumed all of the
Debtor's postpetition liabilities.

                    Settlement Agreement

In December 2005, the Bankruptcy Court approved the settlement
agreement resolving objections raised by the Official Committee of
Unsecured Creditors in connection with the sale of the Debtors'
assets to Zohar.

The settlement agreement recognizes all proceeds of the Zohar sale
as collateral securing the Debtors' prepetition and DIP Loan
obligations to a consortium of lenders led by Patriarch Partners,
LLC.  It also outlines how the proceeds should be distributed and
allocates appropriate levels of funding for a wind-down budget.

Under the settlement agreement, the Debtors:

     -- repaid their DIP Loan obligations;

     -- made a $20 million interim distribution to Patriarch;

     -- allocated $4 million to a General Unsecured Claim Fund;

     -- created a reserve amount escrow;

     -- created a tax reserve account with a $1.8 million
        allocation; and

     -- created a prepetition lender account that will hold any
        excess cash from the Zohar Sale and the sale of the
        Debtors' other remaining assets.

                    Treatment of Claims

Patriarch and the prepetition lenders, which had received payment
for $20 million of their $52 million allowed claim under the
settlement agreement, will get additional cash on the effective
date in order to bring total payments of their claims to 70%.  The
remaining 30% will be paid using up to 85% of the cash available
from the prepetition lender account.

Holders of General Secured Claims will either receive the
collateral securing the their claims or cash equivalent to the
collateral securing the obligations.

General unsecured claimholders will receive cash equal to a pro
rata share of the general unsecured claim fund.   15% of the funds
available under the prepetition lender account will also be used
to pay general unsecured creditors.

Equity interests in Metalforming Technologies and its subsidiaries
will be extinguished on the effective date of the Plan and
interests holders will get nothing under the Plan.

Michael D. Wilson, the Debtor's Chief Financial Officer, will
oversee the consummation of the plan as Chief Liquidating Officer.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems,
airbag housings and charge air tubing assemblies for automobiles
and light trucks.  The Company and eight of its affiliates filed
for chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case
Nos. 05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S.
Brady, Esq., and Sean Matthew Beach, Esq., at Young Conaway
Stargatt & Taylor, represent the Debtors in their restructuring
efforts.  As of May 1, 2005, the Debtors reported $108 million
in total assets and $111 million in total debts.


MOSHANNON VALLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moshannon Valley Citizens Inc.
        t/a Philipsburg Area Hospital
        210 Loch Lomond Road
        Philipsburg, Pennsylvania 16866

Bankruptcy Case No.: 06-00095

Type of Business: The Debtor owns and operates a not-for-profit
                  acute care hospital serving the Moshannon Valley
                  and surrounding areas.  Philipsburg Area offers
                  general acute care, CCU and ICU, cardiac
                  rehabilitation, emergency care, surgical care,
                  physical therapy, radiology service, and
                  laboratory services.
                  See http://www.philipsburghospital.com/

Chapter 11 Petition Date: January 25, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: D. Alexander Barnes, Esq.
                  Edmond M. George, Esq.
                  Michael D. Vagnoni, Esq.
                  Obermayer Rebmann Maxwell & Hippel LLP
                  One Penn Center, 19th Floor
                  1617 John F. Kennedy Boulevard, Suite 1900
                  Philadelphia, Pennsylvania 19103-1895
                  Tel: (215) 665-3000
                  Fax: (215) 665-3165

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Primedica, Inc.               Trade debt                $255,476
3500 Financial Plaza,
Suite 200
Tallahassee, FL 32312

Locum Tenens, USA             Trade Debt                $112,450
1030 Matheson Way
Alpharetta, GA 30022

Penelec                       Trade Debt                 $79,597
P.O. Box 3687
Akron, OH 44309-3687

The Burrows Company           Trade Debt                 $69,176

PRS Consultants, Inc.         Trade Debt                 $62,469

Bloomsburg Hospital           Trade Debt                 $60,000
Hospitalist Assoc.

Staff Care, Inc.              Trade Debt                 $59,051

Alliance Diag. Venture        Trade Debt                 $58,125

Consolidated Graphic Comm.    Trade Debt                 $48,663

Highmark Casualty Insurance   Trade Debt                 $37,054
Co.

Clearfield Pathology Assoc.   Trade Debt                 $36,000

Beckman Coulter, Inc.         Trade Debt                 $35,583

Horty Springer & Mattern      Trade Debt                 $33,029

Medtronic USA, Inc.           Trade Debt                 $32,275

McKesson Automation, Inc.     Trade Debt                 $32,265

Brookville Hospital           Trade Debt                 $26,333

PPL Utilities                 Trade Debt                 $25,331

Delage Landen Financial       Trade Debt                 $22,997

Parente Randolph, LLC         Trade Debt                 $22,645

CDM Services Group            Trade Debt                 $22,549


MUSICLAND HOLDING: Wants to Pay Prepetition Critical Vendor Claims
------------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
Musicland Holding Corp. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to pay prepetition claims of certain vendors that are
essential to the continuance of the Debtors' operations.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, in New York, the Critical Vendors primarily consist of:

(1) Product Vendors

     Much of the products sold in the Debtors' stores are
     available from a small number of vendors who would be
     difficult and expensive to replace.

(2) Information Technology Vendors

     Disruption in the information technology vendors' services
     could result in complete shutdown, degraded or lost
     functionality or lack of support of the Debtors' mainframe
     services and non-mainframe based corporate and store facing
     systems.  It could also result in the Debtors' inability to
     process credit card or gift card transactions and to place
     orders with and receive invoices from the Debtors' suppliers.

(3) Key Marketing Vendors

     Certain marketing vendors provide marketing services, which
     are essential to the concepts that lay at the core of the
     Debtors' go-forward business model.  It would be difficult,
     costly and time-consuming for the Debtors to obtain new
     marketing vendors.  In certain instances, the Debtors owe
     prepetition claims to alternative suppliers.

(4) Loss Prevention Vendors

     Certain loss prevention vendors provide security, alarm and
     inventory counting services which are essential to the
     Debtors' operations.  The services provided are from a small
     number of vendors and would be difficult, costly and time-
     consuming to replace.

Mr. Sprayregen says that the payment of the claims of Critical
Vendors is vital to the Debtors' reorganization efforts because
the Critical Vendors are often the only source for particular
goods or services needed for their business.  Failure to pay the
Critical Vendor Claims would result in the Critical Vendor
refusing to provide its goods and services to the Debtors, he
adds.

Furthermore, the Critical Vendors would themselves be irreparably
damaged by the Debtors' failure to pay their prepetition claims.
That would result in the Debtors being forced to obtain goods and
services elsewhere that would either be at a higher price or of
the wrong quantity required.

Thus, the Debtors seek the Court's authority to pay up to
$4,000,000 in Critical Vendor Claims.

The Debtors reserve the right to seek Court authority at a later
date to increase the Critical Vendor Cap.

Mr. Sprayregen tells the Court that the Debtors have determined
that up to 22 out of 1,165 vendors with prepetition amounts owing
were considered to be Critical Vendors.

The Debtors propose to condition the payment of Critical Vendor
Claims on the agreement of the individual Critical Vendors to
continue supplying goods and services to the Debtors on terms
consistent with the historical trade terms between the parties.

Mr. Sprayregen discloses that to ensure that the Critical Vendors
deal on Customary Trade Terms, the Debtors propose that a letter
be sent to the Critical Vendors along with a copy of the order
granting the Motion.  The letter, once accepted, will be the
agreement between the parties that governs their trade
relationship.

However, if a Critical Vendor refuses to supply goods and services
to the Debtors on Customary Trade Terms after the receipt of
payment of its Claim or fails to comply with the Trade Agreement,
the Debtors seek the Court's authority to terminate the Trade
Agreement between the Debtors and that Critical Vendor and declare
that the provisional payments made to Critical Vendors be in
payment of then-outstanding postpetition claims.

A Trade Agreement that is terminated as a result of a Critical
Vendor's refusal to comply can be reinstated if, among others, the
Debtors reach a favorable alternative agreement with the Critical
Vendor.

Mr. Sprayregen notes that the continued availability of trade
credit in amounts and on terms consistent with those the Debtors
enjoyed prepetition is vital because it allows the Debtors to
maintain liquidity for operations and to maintain inventory levels
consistent with operating profitability.

Preserving working capital through the retention or reinstatement
of traditional trade credit terms will enable the Debtors to
maintain their competitiveness and to maximize the value of their
businesses, Mr. Sprayregen says.

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: Honors Prepetition Obligations on Interim Basis
------------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates maintain certain
customer programs to market their products and services, enhance
customer loyalty, and develop and sustain a positive reputation in
the marketplace for their goods.  The Debtors' Customer Programs
have generated valuable goodwill, repeat business and have
contributed to the Debtors' overall revenue.

In this regard, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to pay prepetition
obligations to their customers, continue certain customer
programs, and honor other prepetition obligations necessary to
maintain the existence of customer programs.

                         Replay Program

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New York,
relates that prior to the Petition Date, the Debtors offered
customers the opportunity to join Replay, the Debtors' loyalty
program.  Replay has 3,000,000 members and is considered one of
the most successful loyalty programs offered by an entertainment
retailer.

At a member's request, the Debtors refund the Replay membership
fee.  During the month prior to the bankruptcy filing, due to the
closing of the Media Play stores, less than $60,000 was refunded.

According to Mr. Sprayregen, many of the refunds were in the form
of checks and may not have been cashed prior to the Petition
Date.  The Debtors want to honor the prepetition refund checks to
Replay members.

The Debtors estimate that the amount of the Debtors' liability for
Replay Reward Points outstanding as of the Petition Date is
$2,371,000.  Furthermore, the approximate amount of the Debtors'
liability for Replay Reward Certificates as of the Petition Date
is $11,726,000.

Mr. Sprayregen says that Replay members are among the Debtors'
most valuable customers.  During December 2005 alone, Replay
members accounted for almost 40% of the Debtors' sales.

               Replay Extreme Rewards Credit Card

Prior to the Petition Date, the Debtors launched a co-branded
credit card with Providian National Bank -- the Replay Extreme
Rewards Credit Card.

The Debtors earn a fee for every new activated Replay Extreme
Rewards Credit Card, annual renewal fees for each activated
Replay Extreme Rewards Credit Card that renews annually, and fees
based on a percentage of eligible charges to Replay Extreme
Rewards Credit Card accounts in good standing.  As of the
Petition Date, 3,000 customers have been approved for a Replay
Extreme Rewards Credit Card.

During the month prior to the Petition Date, the approximate
amount of outstanding obligations with respect to Replay Extreme
Reward Points was $5,185.

                            Gift Cards

The Debtors sold pre-paid and reloadable gift cards for use in the
Debtors' stores and Web sites prior to the Petition Date.  The
Debtors utilize CardFact, Ltd., to issue and sell the gift cards
and pay CardFact a fee for their services.  The gift cards have no
expiration date.

Mr. Sprayregen notes that as of December 31, 2005, the Debtors
carry a liability on their balance sheet of $46,000,000,
representing the unredeemed gift cards.

The Debtors have sold gift cards totaling approximately
$30,900,000 during the 12 months ended December 31, 2005.  Of the
gift cards sold during 12-month period ended December 31, 2005, a
total of approximately $19,200,000, or 62%, have been redeemed.
Historically, the Debtors have experienced a redemption rate of
85%, with the remaining cards never redeemed.  The entire amount
of unredeemed gift cards sold in the past 12 months is
approximately $11,700,000.  If the Debtors experience similar
redemption rates for gift cards sold during the past 12 months,
approximately $7,100,000 will be redeemed postpetition.

Prior to the Petition Date, at a customer's request, the Debtors
have refunded the gift cards for cash.  However, the Debtors now
seek the Court's authority to refuse to refund the gift cards for
cash or credit.  Holders of gift cards may redeem the gift cards
for product at the Debtors' stores or Web sites.

              Graze Music Gift Cards and Graze Points

The Debtors launched the Graze retail outlet as a store-within-a-
store at certain Sam Goody stores and the GrazeMusic.com Web site
prior to the Petition Date.  GrazeMusic.com allows customers to
download digital music by single track or album.

                         Other Programs

Prior to the Petition Date, the Debtors:

    -- operated a refund and exchange policy;

    -- permitted customers to purchase merchandise on layaway;

    -- sold warranties on small appliances to Customers on behalf
       of a third-party warranty provider, AIG/NEW;

    -- pre-sold or took deposits on goods that were new releases
       or had not yet been released;

    -- issued and honored unexpired coupons and discounts
       presented by customers when they purchased goods from the
       Debtors; and

    -- ran certain promotions including sweepstakes and giveaways
       as part of their advertising and promotional efforts.

According to Mr. Sprayregen, the Debtors' business operations and
the success of the Chapter 11 Cases depend on the maintenance of
customer loyalty.

In addition, the continuation of the Customer Programs is
essential to attract new customers.

                           *     *     *

Judge Bernstein grants the Debtors' request on an interim basis.

Judge Bernstein allows the Debtors to:

    * honor and perform certain prepetition obligations to
      customers;

    * continue, renew, replace, implement, modify or terminate
      some of their Customer Programs; and

    * honor certain other prepetition obligations necessary to
      maintain the existence of customer programs.

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)


NEOGENOMICS INC: Inks $600K New Equity Financing with SKL & Aspen
-----------------------------------------------------------------
NeoGenomics, Inc. (OTC Bulletin Board: NGNM.OB) reached an
agreement for up to $600,000 of new equity financing for the
Company as well as planned amendments to its credit facility.

SKL Family Limited Partnership, LP, a New Jersey limited
partnership, purchased 2 million restricted shares of the
Company's common stock at a purchase price $0.20 per share, which
has resulted in $400,000 of new equity capital coming into the
Company.  SKL was also granted a warrant to purchase 900,000
shares of common stock at an exercise price of $0.26 per share.

The Company also granted the right to purchase an additional
$200,000 of equity under the same terms by April 30, 2006 to Aspen
Select Healthcare, LP, the Company's largest shareholder and
creditor, provided that if Aspen elects not to exercise such
rights, then the Company may make such shares available for
purchase to SKL.

Under the terms of the planned credit facility amendment, the
Company and Aspen have agreed to extend the maturity date until
Sept. 30, 2007 and increase the availability of such credit
facility by up to $200,000 in certain circumstances.

The planned amendment will provide the company with the ability to
access up to $500,000 in secured vendor financing and/or lease
arrangements.

"I am very pleased with this financing package," Robert Gasparini,
the Company's President, stated.  "The equity components are at
terms more favorable than the current market price of our stock
and are with investors who have a long-term commitment to the
Company.  In addition, we believe the credit facility amendments
will provide the flexibility to fuel further growth and expansion
where it makes financial sense in lieu of issuing additional
equity."

A full-text copy of the Subscription Agreement between
NeoGenomics and SKL is available at no charge at
http://ResearchArchives.com/t/s?4b5

A full-text copy of the Letter Agreement between
NeoGenomics and Aspen is available at no charge at
http://ResearchArchives.com/t/s?4b6

Headquartered in Fort Myers, Florida, NeoGenomics, Inc. --
http://www.neogenomics.org/-- is a clinical laboratory that
offers genetic and molecular cancer diagnostic testing services.
NeoGenomics services the needs of the oncologists, pathologists
and hospitals throughout the United States.

At Sept. 30, 2005, NeoGenomics Inc.'s balance sheet showed a
stockholders' deficit of $702,880, compared to $426,655 deficit
at Dec. 31, 2004.


NEW MOUNT: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: New Mount Calvary Missionary Baptist Church, Inc.
        Post Office Box 1821
        Sanford, Florida 32772

Bankruptcy Case No.: 06-00125

Type of Business: The Debtor.

Chapter 11 Petition Date: January 27, 2006

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Peter N Hill, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, Florida 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
James C. Mize, Jr., Trustee      Parcels 1, 2        $1,570,000
P.O. Box 210156                  8A
West Palm Beach, FL 33421

Bank First                       Parcels 1, 2           $58,000
1031 West Morse Boulevard        and 8A
Winter Park, FL 32789

Schindler Elevator Corp.         Parcels 1, 2,          $19,166
1075 Florida Central Parkway     6, 7 and 8F
Longwood, FL 32750

Action Spray on Systems of       Parcel 4: Lots         $16,800
Mid-Florida, Inc.                10, 11 & 12,
4053 Forrestal Avenue, Suite 8   Block 36, M.W.
Orlando, FL 32806                Clark's Subd.

BAL Global Finance, LLC          Screen Flex            $10,089
                                 Panels

US Bancorp Equipment             Goods/Services          $6,226

Robert Hunt Corporation          Parcels 1 & 2           $5,501

Nextel                           Cellular Service        $3,439

Home Depot Credit Services       Goods/Services          $3,108

Robson Corporation               Goods/Services          $2,992

Citibank USA, N.A.               Credit Card             $2,259

Cingular Wireless                Cellular Service        $2,029

Office Depot Credit Plan         Goods/Services          $1,669

FedEx Kinko's                    Goods/Services            $717

McBee Systems                    Goods/Services            $284

Waste Services of Florida, Inc.  Trash Removal             $238

Yellow Pages                     Goods/Services            $177

Church Mortgage & Loan Corp.     Parcels 1, 2           Unknown
                                 and 8A

Rinker Materials of FL, Inc.     Goods/Services         Unknown


NORTHWEST AIR: ALPA Gives $10 Mil. to Help Northwest Pilot Group
----------------------------------------------------------------
Acting on a resolution by the Northwest Master Executive Council
of the Air Line Pilots Association Int'l requesting financial
assistance, ALPA's Executive Council granted the Northwest pilot
group up to $10 million from the union's Major Contingency Fund.

ALPA's Executive Board is expected to approve the funding on an
expedited basis.  The $10 million will assist in contingency
preparations for defense of NWA pilots' jobs, wages and working
conditions in the event the U.S. Bankruptcy Court authorizes
rejection of ALPA's collective bargaining agreement with Northwest
and the company unilaterally implements terms and conditions of
pilot employment.

ALPA is currently presenting its case in the 1113(c) hearing to
persuade the bankruptcy judge that rejection of the NWA pilot
contract is not warranted given NWA pilots' recent concessions and
fair contract proposals.  Northwest pilots have already taken a
39% pay cut, agreed to higher medical costs, offered to fly small
jet aircraft at industry standard rates, and frozen their pension
plan saving the company hundreds of millions of dollars annually.

The 1113(c) hearing is expected to conclude on approximately Feb.
2, 2006 and under the statute the judge has a deadline of no later
than Feb. 16, 2006 to issue a decision unless the company and ALPA
agree to extend that deadline.  In the event the judge authorizes
NWA management to reject the NWA pilot contract, Northwest pilots
would have the right to strike.  In preparation for this
possibility, the $10 million pledge will be used to escalate
contingency planning for strike activity, increased
communications, rallies and other strategic preparedness
activities.

NWA management continues to make unreasonable demands on its
pilots.  Management's current proposals for pilot job protections,
wages, working conditions, and benefits would set new lows for
pilots at comparable U.S. air carriers.  Without significant
movement by NWA management in its bargaining positions, a
consensual agreement meeting the requirements of NWA pilots is not
achievable.

"We do not want to strike; we want to reach a fair consensual
agreement with NWA management. Unfortunately, Northwest management
is forcing our hand so we must be ready for all possibilities,"
MEC Chairman Mark McClain said. "ALPA's financial support, along
with the support of all 62,000 ALPA pilots, will guarantee our
pilot group is fully prepared."

Founded in 1931, ALPA represents 62,000 pilots at 39 airlines in
the U.S. and Canada. ALPA represents approximately 5,000 active
NWA pilots and 700 furloughed pilots.  Visit the ALPA website at
http://www.alpa.organd the NWA pilot group website at
http://www.nwaalpa.org.

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


NORTHWEST AIR: Investment Banker Outline Three Steps to Recovery
----------------------------------------------------------------
John E. Luth, chairman, president and chief executive officer of
Seabury Group LLC, an investment banking and advisory services
firm in the aviation field, testified that reducing Northwest
Airlines Corporation's debt by $4.2 to $4.4 billion, increasing
liquidity by $1.25 billion and obtaining competitive labor costs
are three of the most significant changes that Northwest Airlines
must make to achieve the type of profitability that will be
necessary for the carrier to finance its future aircraft needs and
exit from Chapter 11.

Mr. Luth's testimony was given at a hearing in U.S. Bankruptcy
Court for the Southern District of New York regarding Northwest's
motions, filed under Sections 1113(c) and 1114 of the Bankruptcy
Code, asking for the court to impose permanent labor cost
reductions if the airline is unable to reach consensual agreements
with the Air Line Pilots Association, Professional Flight
Attendants Association and retirees.

The International Association of Machinists and Aerospace Workers,
which represents Northwest's ground employees, has agreed to
present the company's contract settlement proposal to its members
for ratification.  As a result of this agreement, the bankruptcy
court judge granted the joint request of IAM and Northwest to
postpone IAM's portion of the 1113(c) proceedings, which had also
been scheduled to begin on Jan. 17, the date that the ALPA and
PFAA proceedings began.

Mr. Luth has served in key executive or advisory positions
involving the successful re-organizations of America West
Airlines, Air Canada and US Airways, as well as Continental
Airlines, where he served as chief financial officer.

                      Financial Performance

Mr. Luth testified that Northwest's losses, and the actions it was
forced to take to cope with those losses during the last several
years, have left it in a weak financial position.  "Northwest has
lost $4 billion since 2001, and during its first four months of
Chapter 11, lost $4 to $5 million per day," Mr. Luth said.
"Despite raising $2.3 billion in net new, non-aircraft debt and
selling $1.6 billion of assets since 2001, the airline's liquidity
has declined significantly in 2005, due to underlying operating
losses.  Northwest's liquidity, as a percentage of revenue, at
approximately 10 percent, is now the lowest in the industry
despite these extensive borrowings and asset sales."

                        Access to Capital

The entire airline industry will face challenges accessing capital
on affordable terms, according to Mr. Luth.  "The airline industry
has not, as yet, demonstrated an ability to produce sustained
profitability since 9/11," he said.  "Since 9/11, public financing
markets for aircraft on commercially reasonable terms has been
difficult, and long-term, competitively priced lease financing has
disappeared."

                       Future Fleet Needs

Given the recent increase in fuel costs, reducing Northwest's
average fleet age will be instrumental to its future success,
Mr. Luth said.  "At an average age of 18 years, Northwest's fleet
is more than twice as old as the industry average of eight years
and older than the fleets of all of its legacy and low-cost
carrier competitors.  Northwest has approximately $3.7 billion of
commitments to acquire modern aircraft, comprised of Airbus A330s
and the Boeing 787."

In addition to its near-term wide-body replacement needs,
Northwest, which serves the highest share of markets sized for 70
to 100 seat passenger jets, has a major need for new-generation
aircraft of this size.

Mr. Luth said that Northwest "probably will need to spend up to
$10 to $11 billion during the next 10 years to close the gap
relative to its competitors.  Adjusted for size, that is roughly
three times the rate of capital expenditures planned by United
Airlines during the same time period."

     A Restructured Balance Sheet Needed to Finance Aircraft

To ensure its ability to finance its fleet renewal, Luth explained
that Northwest plans to target regaining its "BB" credit rating
within the next five years.  Northwest's three-part plan to
achieve this rating will involve:

   -- achieving unrestricted cash liquidity of not less than 18 to
      20 percent of annual revenues at emergence from the Chapter
      11 reorganization process;

   -- reducing on-balance and off-balance sheet debt by $4.2 to
      $4.4 billion; and

   -- improving credit ratios by cutting costs and optimizing its
      network to achieve projected business plan profitability.

"Northwest will still be highly leveraged at emergence and will
need to significantly reduce leverage and fully meet its profit
forecasts in order to achieve a "BB" rating by the beginning of
the next decade," Mr. Luth said.

                         Exit Financing

Mr. Luth said that Northwest's business plan assumes, upon exit,
restructuring of secured debt and raising new equity, resulting in
$1.25 billion in net new liquidity.  If achieved, that amount of
exit financing would rebuild Northwest's projected liquidity at
emergence from bankruptcy to approximately 18 percent of projected
revenues, which Mr. Luth said would still place Northwest's
liquidity level below the industry average of 22 percent, and
behind carriers such as Southwest Airlines at 40 percent and
JetBlue at 32 percent.

"While we believe Northwest's debtor-in-possession (DIP) and exit
debt financing can be arranged, the success of such financing is
highly dependent on achieving Northwest's targeted savings," Mr.
Luth said.  "Significant existing obligations on current
collateral will be a constraint on Northwest's ability to increase
the net liquidity amount raised through the debt markets."

"Moreover, the level of Northwest's projected profitability and
cash flow, and the credibility of such projections, will
significantly determine the availability of equity exit financing
for Northwest," Mr. Luth added.

Achieving competitive labor costs is essential to the success of
Northwest's business plan.  The combination of competitive labor
costs and completion of the other aspects of Northwest's
restructuring will allow the airline to be a successful long-term
competitor and provide the most secure future for the company.

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


NRG ENERGY: Sells $3.6 Billion of Bonds to Fund Texas Genco Deal
----------------------------------------------------------------
NRG Energy Inc. sold $3.6 billion of debt last week of what is
said to be the biggest sale of junk bonds since 1989.

The Company sold:

   -- $2.4 billion of 7.375% notes maturing in 2016; and
   -- $1.2 billion of 7.25% notes maturing in 2014.

Morgan Stanley and Citigroup Inc. managed the bond sale.

The securities sale is part of the move to fund the Company's
acquisition of Texas Genco LLC, a Delaware limited liability
company, and each of the direct and indirect owners of Texas
Genco, and to re-capitalize the Company.

In September last year, the Company and Texas Genco entered into a
definitive agreement for NRG to acquire all the outstanding equity
of Texas Genco.

                      Funding Requirements

The Company needs $4.4 billion in cash to fund the transaction.
The Company estimates that the total purchase price will be
$6.121 billion.  This amount is comprised of common stock, cash,
preferred stock and capitalized expenses.  The number of shares to
be issued to Texas Genco is 35,406,320, of this amount 19,346,788
are from treasury and 16,059,532 are newly issued shares, at a
price of $45.37, which is the average NRG share price immediately
before and after the pro forma date of closing, or September 30,
2005, with a total value of $1.6 billion for the shares.  Aside
from cash, the Company will issue Cumulative Redeemable Preferred
Stock at a value of $368 million, and will capitalize expenses of
$120 million.  This purchase price includes the assumption by the
Company of approximately $2.74 billion of Texas Genco
indebtedness.  As a result of the acquisition, Texas Genco will
become a wholly owned subsidiary of the Company.

                    Other Funding Commitments

The Company also received a Commitment Letter from Morgan Stanley
Senior Funding, Inc., and Citigroup Global Markets, Inc., to
provide the Company with up to $5.2 billion in senior secured debt
financing.

The financing commitment includes:

   * up to $3.2 billion under a senior first priority term loan
     facility;

   * up to $1.0 billion under a senior first priority secured
     revolving credit facility; and

   * up to $1.0 billion under a senior first priority secured
     synthetic letter of credit facility.

The Commitment Letter further provides for up to $5.1 billion in
bridge financing to fund all amounts required to consummate the
Acquisition, which are not provided for under the senior secured
debt financing.

A full-text copy of the Company's latest disclosure to the
Securities and Exchange Commission regarding the acquisition, is
available for free at http://ResearchArchives.com/t/s?4b7

A full-text copy of the Company's Prospectus on the notes offer is
available for free at http://ResearchArchives.com/t/s?4b9

                        About Texas Genco

Texas Genco LLC is one of the largest wholesale electric power
generating companies in the United States, providing safe,
reliable and competitively priced electricity. The company seeks
to lead the nation in operational excellence for independent power
producers. Texas Genco owns approximately 11,000 MW of net
operating generation capacity and sells power and related services
in Texas' largest power market, ERCOT.

                        About NRG Energy

NRG Energy, Inc. currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

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

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

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

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

Recovery ratings by Fitch are:

   NRG Energy, Inc.

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

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on power generation company NRG Energy Inc.

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.

The 'BB-' rating and '1' recovery rating on the $3.2 billion term
loan B and $2 billion revolving credit and LOC facilities indicate
the expectation of full recovery of principal in the event of a
payment default.

Standard & Poor's affirmed its 'CCC+' ratings on NRG's preferred
stock issues.

The stable outlook reflects Standard & Poor's view that NRG's
credit quality should not significantly deteriorate in the short
term.


OMEGA HEALTHCARE: Earns $20.3 Million in Quarter Ended Dec. 31
--------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported results of
operations for the quarter and fiscal year ended Dec. 31, 2005.

The Company also reported Funds From Operations available to
common stockholders for the three months ended Dec. 31, 2005 was
$12.6 million and $40.9 million for the twelve months ended
Dec. 31, 2005.

The $12.6 million of FFO available to common stockholders for the
quarter includes the impact of $2.8 million of interest expense
associated with the tender offer and purchase of approximately
79.3% of the Company's $100 million aggregate principal amount of
6.95% notes due 2007, $500,000 non-cash provision for impairment,
$300,000 of non-cash restricted stock amortization expense and a
one-time net cash inflow of $1.6 million associated with a legal
settlement.  FFO is presented in accordance with the guidelines
for the calculation and reporting of FFO issued by the National
Association of Real Estate Investment Trusts.

For the three-month period ended Dec. 31, 2005, the Company
reported net income of $20.3 million, net income available to
common stockholders of $17.8 million and operating revenues of
$27.3 million. This compares to net income of $12.5 million, net
income available to common stockholders of $8.9 million and
operating revenues of $22.7 million for the same period in 2004.

For the twelve-month period ended Dec. 31, 2005, the Company
reported net income of $37 million, net income available to
common stockholders of $23.6 million, and operating revenues of
$105.8 million.  This compares to net income of $16.7 million, a
net loss available to common stockholders of $40.1 million, and
operating revenues of $84.8 million for the same period in 2004.

                      Year End 2005 Results

Operating revenues for the twelve months ended Dec. 31, 2005 were
$105.8 million.  Operating expenses for the twelve months ended
Dec. 31, 2005 totaled $43.2 million, comprised of $24.2 million of
depreciation and amortization expense, $7.4 million of general and
administrative expense, non-cash provision for impairment charges
of $9.6 million, $1.1 million of restricted stock amortization and
a $0.8 million lease expiration accrual that relates to disputed
capital improvement requirements associated with a lease that
expired on June 30, 2005.

                            Dividends

Common Dividends - On Jan. 17, 2006, the Company's Board of
Directors announced a common stock dividend of $0.23 per share to
be paid Feb. 15, 2006 to common stockholders of record on Jan. 31,
2006.  At the date of this release, the Company had approximately
57 million outstanding common shares.

Series D Preferred Dividends - On Jan. 17, 2006, the Company's
Board of Directors declared the regular quarterly dividends for
its 8.375% Series D Cumulative Redeemable Preferred Stock to
stockholders of record on Jan. 31, 2006.  The stockholders of
record of the Series D Preferred Stock on Jan. 31, 2006 will be
paid dividends in the amount of $0.52344 per preferred share on
Feb. 15, 2006.  The liquidation preference for the Company's
Series D Preferred Stock is $25.00 per share.  Regular quarterly
preferred dividends for the Series D Preferred Stock represent
dividends for the period Nov. 1, 2005 through Jan. 31, 2006.

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the
long-term care industry. At September 30, 2005, the Company owned
or held mortgages on 216 skilled nursing and assisted living
facilities with approximately 22,407 beds located in 28 states and
operated by 38 third-party healthcare operating companies.

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's
BB- rating and Fitch's BB- rating.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service raised the ratings of Omega Healthcare
Investors, Inc. (senior unsecured debt to Ba3, from B1).  The
rating outlook is stable.


PERFORMANCE TRANSPORTATION: Court Approves $60 Mil. DIP Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District gave its
interim approval for Performance Transportation Services, Inc. to
obtain $60 million of debtor in possession financing, which is
ultimately expected to provide approximately $10 million of
additional liquidity.  The final DIP hearing is scheduled for
Feb. 15, 2006.

The company also received interim approval to use its cash
collateral through the duration of the Company's chapter 11 cases.
The DIP financing and cash generated from daily operations will be
used to continue to pay vendors, employees and other general
corporate expenses.

In addition, the Company received Court approval during its first
day hearings to pay pre-petition employee wages, salaries,
workers' compensation, health benefits, life and disability
insurance and other employee obligations during its restructuring
under chapter 11.  The Company obtained permission to pay certain
trust taxes in the ordinary course of business, including pre-
petition amounts, and to continue using its existing cash
management systems.  The Company is authorized to pay ordinary
course post-petition expenses without seeking further Court
authority.

PTS President and Chief Executive Officer Jeffrey L. Cornish said
he was extremely pleased with the Court's approval of its "first-
day" orders and DIP financing.  "Having secured DIP financing and
approval of our first-day motions within the first week of the
case gives PTS forward momentum toward restructuring the Company.
As we head into this challenge, our post-petition financing
commitment gives the Company an additional $10 million of
liquidity, and will afford us the resources to work with vendors
to continue shipments and to provide uninterrupted service to our
customers."

Mr. Cornish also stated that PTS has already contacted a number of
its major customers and vendors, who have indicated their
intention to continue to support PTS in its chapter 11
reorganization.  "There will be no interruption in operations at
the Company's terminals, and we will continue to purchase and pay
for goods and services from our suppliers," said Mr. Cornish.

The Company filed voluntary chapter 11 petitions on behalf of the
Company and certain of its subsidiaries in the U.S. Bankruptcy
Court for the Western District of New York, Buffalo on Jan. 25,
2006.  The cases were filed to allow PTS to re-align its capital
structure with market economics and to resolve its operational
issues in order to allow it to compete more effectively in today's
auto industry.  PTS's non-U.S. subsidiaries were not included in
the filing and will continue their business operations outside of
the chapter 11 cases.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company 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.


POWERHOUSE ELECTRONICS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Lead Debtor: Powerhouse Electronics, Inc.
             7 Raymond Avenue, Building D
             Salem, New Hampshire 03079

Bankruptcy Case No.: 06-10061

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Powerhouse Design & Assembly Corp.         06-10060

Type of Business: The Debtor manufactures and distributes
                  electronic components, test and measurement
                  equipment, and electrical products.
                  See http://www.phe-power.com/

Chapter 11 Petition Date: January 25, 2006

Court: District of New Hampshire (Manchester)

Judge: Mark W. Vaughn

Debtors' Counsel: George J. Nader, Esq.
                  Riley & Dever, P.C.
                  210 Broadway, Suite 101
                  Lynnfield, Massachusetts 01940
                  Tel: (781) 581-9880

                        - and -

                  Earl S. Carrel, Esq.
                  Carrel Law Offices
                  P.O. Box 516
                  Manchester, New Hampshire 03105
                  Tel: (603) 668-7272

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Powerhouse Electronics, Inc.  $100,000 to        $1 Million to
                              $500,000           $10 Million

Powerhouse Design & Assembly  $500,000 to        $100,000 to
Corp.                         $1 Million         $500,000

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


PROXIM CORPORATION: Panel Inks Settlement Deal with Warburg
-----------------------------------------------------------
Warburg Pincus Private Equity VIII, LP, agrees to reduce its
secured claim against Proxim Corporation and its debtor-affiliates
to $10.7 million from approximately $17.3 million pursuant to a
settlement agreement with the Debtors' Official Committee of
Unsecured Creditors.

Under the settlement agreement, Warburg will also have a general
unsecured deficiency claim equal to the aggregate of unpaid
interest through Aug. 1, 2005, plus reasonable expenses and the
change in control premium provided for in three secured promissory
notes issued by the Debtors on July 30, 2004.

The Committee asks the U.S. Bankruptcy Court for the District of
Delaware  to approve its settlement with Warburg.

                      Warburg Debt

Warburg, as collateral agent under the Warburg Group Debt,
provided financing to the Debtors prior to their bankruptcy
filing, including the July 2004 notes in the aggregate principal
amount of $10 million.

Warburg asserted a $17.3 million claim against the Debtors' estate
(together with an undetermined amount of interest and attorneys'
fees), on account of the July 2004 note.  Warburg alleges that its
claim is secured by substantially all of the Debtors' assets,
including the proceeds from the sale of substantially all of the
Debtor's assets to YDI Wireless, Inc.

In July 2005, the Debtor distributed $8 million of the sale
proceeds to Warburg, subject to disgorgement in the event of a
successful challenge.  The final financing order authorizing the
payment allows the Committee, but not the Debtors, to challenge
the validity of Warburg's claim.

Following due investigation, the Committee concluded that it has
sufficient cause to challenge Warburg's claim. Warburg contested
the Committee's assertion.

                     The Settlement

Under the Settlement Agreement, Warburg's $10.7 million allowed
secured claim will be satisfied by:

     a) the application of the $8 million previously paid by the
        Debtors;

     b) the Debtor's additional payment of $2.7 million.

The deficiency claim will be treated as a general unsecured claim
and paid in accordance with distribution provisions of a Plan of
Reorganization.  However, payment of the deficiency claim is
subject to the inclusion of the mutual releases stipulated in the
settlement agreement into the Debtors' Plan of Reorganization:

     a) if the releases are approved and included in the Plan of
        Reorganization, Warburg will be entitled to a pro rata
        distribution only after recoveries to other holders of
        allowed general unsecured claims meet or exceed 25%.

     b) otherwise, Warburg will be entitled to pro rata
        distribution after recoveries to other holders of allowed
        general unsecured claims against the Debtors meet or
        exceed 20%.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


RATHGIBSON INC: Moody's Rates $200 Million Sr. Unsec. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to RathGibson
Inc.'s proposed $200 million of senior unsecured notes due 2014.
At the same time, Moody's assigned a B2 corporate family rating
and an SGL-2 speculative grade liquidity rating to the company.
The rating outlook is stable.  This is the first time Moody's has
rated the debt of RathGibson.

Proceeds from the note offering, $66 million of equity from Castle
Harlan, Inc., and $2 million of rollover equity will be used to
purchase the company from Liberty Partners.  Over the last three
years, RathGibson operated with debt of between $154 to $177
million and its debt will be $207.5 million upon the closing of
the proposed financing.

These ratings were assigned:

   * Proposed $200 million of guaranteed senior unsecured notes,
     due 2014 -- B2

   * Corporate family rating -- B2

   * Speculative grade liquidity rating -- SGL-2

RathGibson's ratings reflect:

   * its small size;

   * the variable nature of many of the end-markets that it
     serves;

   * its need to make moderate investments in order to capture
     growth and new-product opportunities; and

   * its high pro forma leverage and interest expense.

In good times, Moody's expects the company to have modest free
cash flow -- in the single digits -- and, in periods of economic
weakness, to potentially experience consecutive years of negative
free cash flow.  In the very near term, while economic and
industry conditions are favorable for the company, its cash flow
and liquidity may be impacted by the terms of an earnout provision
in the stock purchase agreement, which requires a cash payment to
RathGibson's prior owners in the second quarter of calendar 2007
if adjusted EBITDA in fiscal 2007 (the year ending January 31,
2007) exceeds $45 million.  The earnout is capped at $30 million.

RathGibson's ratings favorably reflect:

   * its market leadership position in the relatively small
     stainless steel tube industry;

   * the breadth of its product offerings;

   * reputation for quality and service; and

   * attractive growth opportunities for specialized, high-margin
     products, including those directed at the currently robust
     energy and chemical/petrochemical processing markets.

Generally, the company is not significantly impacted by cost
pressures and this helps it maintain relatively stable margins
over a business cycle.  Its ability to pass through cost increases
is due to the specialized nature of the company's products and
market conventions for the principal raw materials it uses, namely
stainless steel and specialty alloys.  Moody's believes that
RathGibson has the potential to effect cost savings and efficiency
initiatives at its North Branch, New Jersey operations, although
this may require investment in new equipment.

The stable rating outlook reflects:

   * Moody's expectation that RathGibson will generate modest but
     positive free cash flow (2-3% of debt) over the next several
     years;

   * maintain good liquidity; and

   * that favorable economic and industrial demand conditions will
     continue.

Factors that could cause a downward revision in our ratings or
outlook include:

   * unexpected operating losses;
   * additional borrowings; or
   * a material drop in unit sales volumes or unit margins.

Factors that could lead to an upward adjustment to Moody's ratings
or outlook include:

   * the consistent attainment of FCF to debt greater than 5%;

   * margin enhancements (with greater importance being put on
     cost savings as opposed to improved prices); or

   * the permanent reduction of leverage to around 4x EBITDA, all
     other things being equal to RathGibson's recent performance.

The SGL-2 rating is based on Moody's expectation that, over the
next 12 months:

   * RathGibson will have modestly positive free cash flow;

   * minimum availability under its secured revolving credit
     facility of at least $30 million (conversely, borrowings of
     no more than $20 million); and

   * freedom from any covenant-related issues that would limit
     access to the revolver.

Moody's has rated the proposed senior notes at the level of the
corporate family rating since the notes are guaranteed by all of
RathGibson's domestic subsidiaries and because the rating agency
does not expect borrowings under the secured revolver to comprise
even 10% of total debt.  The $50 million revolver is secured by
all of the company's assets and by stock in its subsidiaries.
Given the paucity of RathGibson's tangible assets, which have a
book value of approximately $110 million (i.e., equal to about
half of pro forma debt), an increase in revolver borrowings above
$20 million could result in Moody's notching the notes down one
notch from the corporate family rating.  Moody's notes that the
revolver, which is expected to have borrowings of $7.5 million
upon closing, could be used to help fund any earnout payment made
in 2007, as well as normal operating needs.

RathGibson is a manufacturer of highly engineered premium
stainless steel and alloy welded tubular products.  The company is
headquartered in Janesville, Wisconsin and has operations in
Janesville and North Branch, New Jersey.  For the 12 months ended
Oct. 31, 2005, RathGibson had sales of $204 million and Moody's-
adjusted EBITDA of $40.2 million.


REFCO INC: Committee Taps Kasowitz Benson as Conflicts Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Refco Inc., and
its debtor-affiliates chapter 11 cases seeks the U.S. Bankruptcy
Court for the Southern District of New York's authority to retain
Kasowitz, Benson, Torres & Friedman LLP as its conflicts counsel,
nunc pro tunc to December 10, 2005.

The Committee determined that it would be necessary to retain
counsel to represent it when conflicts prevented Milbank Tweed
Hadley & McCloy LLP from representing it as to certain matters.

The Court authorized the Committee to retain Milbank as its lead
counsel, on a final basis, on December 7, 2005.

Richard Deitz, a director of VR Global Partners, L.P., and co-
chair to the Committee, tells the Court that as of December 10,
2005, known conflict issues on which the Committee has, and
intends to continue, to use Kasowitz as its counsel include
matters involving:

   (a) FGS Refco Acquisition Co.'s assertion of an administrative
       claim;

   (b) The temporary restraining order, stipulated attachment
       order, and preference litigation against Sphinx Managed
       Futures Fund SPC, et al., limited solely to dealings with
       garnishees, including Morgan Stanley & Co., Inc., Lehman
       Brothers, and UBS AG;

   (c) J.P. Morgan Chase;

   (d) Credit Suisse First Boston Corporation;

   (e) Deutsche Bank AG;

   (f) Bank of America, N.A. and Banc of America Securities,
       LLC;

   (g) Goldman, Sachs & Co.;

   (h) Bear Stearns & Co., Inc.;

   (i) Merrill Lynch & Co., Inc.;

   (j) The HSBC Group, including HSBC Holdings, Ltd., and HSBC
       Bank USA, N.A.; and

   (k) Any and all other entities as to which Milbank has an
       actual or potential conflict of interest.

The Committee contemplated retaining Kasowitz to investigate
claims against or file an adversary proceeding against certain
conflict entities.

As of January 9, 2006, Kasowitz and Milbank have and will
continue to coordinate their efforts and clearly delineate their
duties to minimize any duplication of effort, Mr. Dietz attests.
The Committee believes that the efficient coordination of efforts
of the counsel will enhance, not burden, the effective
administration in the Debtors' cases.

Kasowitz' current hourly rates, subject to periodic adjustments,
are:

            Partners              $475 to $795
            Counsel               $400 to $575
            Associates            $195 to $500
            Staff Attorneys       $170 to $355
            Paraprofessionals     $125 to $190

Kasowitz also intends to apply to the Court for the reimbursement
of actual and necessary costs and expenses incurred in connection
with its representation of the Committee.

David S. Rosner, Kasowitz' member, attests that the firm does not
represent any other entity having an adverse interest in the
Debtors' cases, and is a "disinterested person" as that term is
defined under Section 101(14) of the Bankruptcy Code.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Wants Excl. Plan Filing Period Extended Until Sept. 26
-----------------------------------------------------------------
Section 1121 of the Bankruptcy Code provides for:

   (a) an initial 120-day period after the Petition Date within
       which the Debtors have the exclusive right to file a plan
       or plans in their cases; and

   (b) an initial 180-day period after the Petition Date within
       which the Debtors have the exclusive right to solicit and
       obtain acceptances of any plans.

Under Section 1121(d), the Bankruptcy Court can extend the
Exclusive Periods for "cause" at the request of a party-in-
interest.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, emphasizes that the Exclusive Periods "are
intended to afford Chapter 11 debtors a full and fair opportunity
to stabilize and rehabilitate their business and to negotiate and
propose a reorganization plan without the deterioration and
disruption of their business that might be caused by filing of
competing reorganization plans by non-Debtor parties."

During the first stage of their Chapter 11 cases, Ms. Henry
relates, Refco Inc., and its debtor-affiliates stabilized Refco,
Inc. and its affiliates by the near simultaneous filing of an
application for provisional liquidation in Bermuda for two Bermuda
Refco companies and began the sales process.

The second stage of the cases was the immediate preservation of
value, Ms. Henry continues.  Refco's key assets were customers
and employees.  Thus, Refco had to move quickly to sell the
assets while there was value to be realized.  Despite the
complicated issues, Refco managed to hold a competitive auction
with five active bidders and structure the sale of its assets in
an unprecedented dual-bankruptcy structure that resulted in an
enormous benefit to the estates and the completion of a sale to
Man Financial, Inc., Ms. Henry points out.

Simultaneously, Refco addressed fast-track litigation involving
hundreds of millions of dollars and set up procedures to address
the litigants' concerns in a rational, fair process.

Despite those accomplishments, Ms. Henry notes, much remains to
be done.  Refco has continued to assess its needs in light of the
developments and believes there are three principal management
tasks remaining:

   (i) Asset recovery by managing Refco's wind-down,
  (ii) Managing the claims process, and
(iii) Managing the investigation and litigation process.

                         Asset Recovery

With the consensus of the Debtors' prepetition lenders
and the Official Committee of Unsecured Creditors, the Debtors'
management has determined to wind-down their business operations.
The Debtors have sold their principal going concern business to
Man Financial and have negotiated the sale of the Foreign Exchange
business as a going concern subject to a Section 363 auction.

Although substantial work has already been accomplished in that
area, Ms. Henry maintains that Refco will still need to make
decisions regarding the efficient liquidation and transfer of a
valuable portfolio of securities and open commodities positions,
including several esoteric positions, and also make on-going risk
management decisions.  The Debtors continue to analyze and value
their remaining assets to realize value for its creditors and
other parties-in-interest.

Once that process is complete, Ms. Henry says, the Debtors and
their principal constituents will be in a better position to
formulate and negotiate the terms of a plan of reorganization.

                         Claims Process

As of January 17, 2006, the Debtors identified more than
$800,000,000 worth of "claims," including fraudulent claims.  To
protect legitimate claimants and stakeholders, the Debtors believe
it is necessary to proceed cautiously in recognizing and
legitimizing all claims.

Since the Petition Date, the Debtors have recognized that a
critical issue would be the proper characterization of the claims
of Refco Capital Markets, Ltd.'s customers.  The determination of
that issue, Ms. Henry points out, is critical to the resolution
of Refco's cases and ultimately may result in judicial review at
the appellate level.

                      Litigation Management

>From the outset, the Debtors have determined the public interest
in their case and have cooperated with the various investigations
launched by the United States Attorney, the Commodity Futures
Trading Commission, the Securities and Exchange Commission and
other domestic and foreign regulatory agencies.  Ms. Henry notes
that the Debtors had commenced their own investigations and it
may be appropriate to revive or pursue some of them on the
estate's behalf.

The Debtors also recognize that other groups, including the
Creditors Committee, have a legitimate interest in conducting
investigations with a view toward identifying value sources to be
recovered for the creditors' benefit.  However, that litigation
frenzy must be managed, taking into account and balancing the
costs to the estate and its stakeholders with the goal to leave
no stone unturned.

"The failure to manage this process may result in the unwarranted
dissipation of funds to the detriment of creditors and
stakeholders," Ms. Henry affirms.

             Debtors Want to Implement Wind-Down Plan

The Debtors have consistently demonstrated progress in maximizing
value for creditors, Ms. Henry attests.  The Debtors have nearly
completed the sale of its commodities futures merchant business
and are in the process of selling Refco F/X Associates, LLC's
assets and equity interests in Forex Capital Markets, LLC.  The
Debtors are in the best position to maximize recovery for
creditors at present stage, and the Debtors should be given an
opportunity to implement their wind-down plan.

In a relatively short period since the Petition Date, the Debtors
have retained new management and closed on over a billion dollars
in asset sales and additional sales are scheduled to close.  A
rational procedure has been implemented to address the
unavoidable litigation arising from Refco's offshore,
unregulated operations.

The Debtors intend to proceed with the same diligence and
comprehensiveness, which they have displayed to date during the
next phase of their Chapter 11 cases.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their Exclusive
Plan Proposal Period through September 1, 2006, and their
Exclusive Solicitation Period through October 31, 2006.

An extension of the Exclusive Periods will ensure that the
Debtors can fully evaluate all available options and take full
advantage of the opportunities afforded in Chapter 11 to wind
down their business operations and maximize value for all
constituents, Ms. Henry avers.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Has Until May 15 to Make Lease-Related Decisions
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Jan 5, 2006,
pursuant to Section 365(d)(4)(A), the 120-day period during which
Refco Inc., and its debtor-affiliates must assume or reject
unexpired non-residential real property leases will expire on
February 14, 2006.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to extend the time to assume or reject
unexpired leases, through and including May 15, 2006, without
prejudice to their right to seek further extensions of that
deadline, upon the consent of affected lessors.

                      *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court extends the period within which the Debtors must
move to assume or reject unexpired non-residential real property
leases through and including May 15, 2006, without prejudice to
their right to seek additional extensions.  However, the Court
does not extend the Lease Decision Period with respect to the
Debtors' lease with Liberty AV Partners, LLC.

Judge Drain adjourns the hearing to consider the Debtors' request
with regard to West Loop Associates, LLC, until February 19,
2006.  Subsequently, the Debtors and West Loop agree that with
respect to the lease located at 550 West Jackson Boulevard, in
Chicago, Illinois, the deadline to decide on that Lease will be
extended, through and including March 16, 2006.

The extension of the Lease Decision Period with respect to the
West Loop Lease will be without prejudice to:

   (i) the Debtors' right to seek further extensions, subject
       to any statutory requirement under Section 365(d)(4) of
       the Bankruptcy Code that West Loop consent to any
       extension; and

  (ii) West Loop's right to object to any further extension
       beyond March 16, 2006, or its right to withhold consent
       to any extension as provided under Section 365(d)(4).

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SIMON FISHMAN: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Simon Fishman
        3860 Brookdale Drive
        Huntingdon Valley, Pennsylvania 19006

Bankruptcy Case No.: 06-10295

Type of Business: At an emergency hearing on Jan. 27, 2006,
                  the Hon. Diane W. Sigmund granted a motion filed
                  by State Farm Automobile Insurance Company to
                  dismiss the Debtor's chapter 11 case.

Chapter 11 Petition Date: January 26, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
State Farm Mutual Insurance Co.               $1,100,000
c/o Cy Goldberg, Esq.
The North American Building
121 South Broad Street, Suite 1500
Philadelphia, PA 19107

Samuel Fishman                                  $224,794
11450 Bustleton Avenue
Philadelphia, PA 19116

American Express                                  $8,000
P.O. Box 360002
Fort Lauderdale, FL 33336

American Express                                  $6,000

Sears Master Card                                 $5,900

Bloomingdale Visa                                 $2,500


SKUNA RIVER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Skuna River Lumber, LLC
        P.O. Box 1250
        Bruce, Mississippi 38915

Bankruptcy Case No.: 06-10114

Type of Business: The Debtor operates a hardwood sawmill, and
                  sells all grades and types of hardwood lumber.

Chapter 11 Petition Date: January 26, 2006

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston, III

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor's list of its 20 largest unsecured creditors is not
available as of press time.


STEELCASE INC: Moody's Affirms Ba1 Long-Term Sr. Unsecured Ratings
------------------------------------------------------------------
Moody's Investors Service raised the outlook for Steelcase Inc.'s
ratings to positive from stable and affirmed its long-term senior
unsecured ratings of Ba1.

Moody's positive outlook reflects:

   * the prospect for continued strong operating performance
     associated with robust demand trends in the contract
     furnishings market;

   * sustainable credit metric improvements;

   * positive momentum in restructuring the company's asset and
     employee base; and

   * significant free cash flow generation relative to total debt.

The positive outlook also reflects:

   * improved operating margins associated with lean manufacturing
     and process improvement initiatives;

   * a significantly reduced manufacturing footprint following
     aggressive actions to reorganize and consolidate its asset
     base; and

   * lower expected restructuring and impairment costs going
     forward.

Moody's expects that Steelcase's operating performance will
continue to be supported by sustained operating improvements in
its international segment, which in Q3 FY2006 recorded its first
reported operating profit since May 2001.  Moody's believes
Steelcase is realizing substantial benefits from extensive
restructuring efforts over the last several years, and expects
that future performance will continue to benefit from a lower
fixed cost structure and improved ability to endure volume
reductions associated with potential downturns in the contract
furnishings market.  Given the business risks associated with the
cyclical contract furnishings market, Moody's believes the company
will need to maintain a conservative financial profile with a
strong balance sheet.

Moody's still believes management's continued effort toward
implementing lean manufacturing principles, which includes
outsourcing a greater percentage of component manufacturing to
lower-cost jurisdictions and reducing the North American
manufacturing footprint, is critical for the company to improve
operating efficiency and remain competitive.  Moody's acknowledges
that Steelcase has reduced its North American manufacturing space
from approximately 12.9 million square-feet in FY2001 to 7.6
million square-feet at the end of FY2005 and reduced its headcount
for the company overall by nearly 50% over that same time frame,
significantly improving margins in both its North American and
International segments.  Moody's expects Steelcase will continue
to improve margins through further consolidation of its production
footprint, and believes the short term economic costs associated
with these developments are necessary to better secure the long-
term positioning and competitiveness of the company.

Steelcase's ratings reflect:

   * its widely recognized brand name and reputation for quality
     office furnishings in an industry with considerable barriers
     to entry;

   * the company's highly diversified installed customer base of
     major national and multinational corporations, progress in
     reducing its cost structure; and

   * its significant free cash flow generating capability.

Steelcase's ratings also capture:

   * its vulnerability to cyclical end-markets, particularly the
     financial sector;

   * excess manufacturing overhead;

   * lack of consistent profitability, especially in its
     International segment; and

   * exposure to volatile input costs.

Moody's believes all of these factors continue to present
significant challenges to generating revenues that are
meaningfully in excess of the breakeven point for operating
income.

Steelcase's liquidity remains healthy, characterized by:

   * significant free cash flow generation;

   * a sizable cash balance that exceeds total debt outstanding;
     and

   * considerable access to its credit facilities.

At the end of November 2005, Steelcase had $332 million in cash
and cash equivalents and roughly $268 million of total outstanding
debt, with $250 million in senior unsecured notes maturing in
November 2006.  Given Steelcase's significant cash balance,
combined with an undrawn $200 million unsecured revolver, which
contains a $100 million accordion feature, and approximately $107
million in various uncommitted lines of credit, Moody's does not
view the upcoming maturity as a liquidity problem, regardless of
the company's desire and/or ability to refinance any of the debt
through capital markets transactions.

Steelcase Inc., based in Grand Rapids, Michigan, is the world's
largest supplier of office furniture with fiscal LTM Q3 (November
25, 2005) revenues of $2.8 billion.


T&W EDMIER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: T&W Edmier Corp.
        249 West Lake Street
        Elmhurst, Illinois 60126

Bankruptcy Case No.: 06-00679

Type of Business: The Debtor is an excavation contractor.

Chapter 11 Petition Date: January 26, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Charles S. Stahl, Jr., Esq.
                  Law Offices of Charles S. Stahl, Jr.
                  703 Warrenville Road
                  Wheaton, Illinois 60187
                  Tel: (630) 871-8060
                  Fax: (312) 871-8061

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
US Army Corps of Engineers       Contractual         $1,802,866
Attn: Sanford A. Solomon         obligation
111 N. Canal Street, Suite 600
Chicago, IL 60606-7206

Kaiser Insurance Agency          Insurance              $95,283
1400 Sunset Avenue
P.O. Box 8999
Waukegan, IL 60079-8999

Piper Rudnick LLP                Legal services         $89,029
5266 Payshere Circle
Chicago, IL 60674

Union Oil Co.                    Trade debt             $78,953
18720 Route 176
Marengo, IL 60152

James D. Fiala Paving Company    Contractual            $77,402
500 East Frontage Road           obligation
Bolingbrook, IL 60440

Vulcan Materials Company         Trade debt             $54,396
75 Remittance Drive, Suite 3155
Chicago, IL 60675-3155

J.L. Simonelli & Sons            Trade debt             $52,857
Excavating, Inc.
1433 Raymond
La Grange Park, IL 60526

T Cat Enterprises, Inc.          Trade debt             $43,220
c/o James Trumbull
878 Groton
Bartlett, IL 60103

Patten Tractor & Equipment       Trade debt             $39,057
635 West Lake Street
Elmhurst, IL 60126

Jimenez Landscaping              Contractual            $31,538
1516 Lily Lake                   obligation
McHenry, IL 60050

Midwest Ecological Services      Contractual            $29,130
7550 North Lake Road             obligation
Lena, IL 61048

EFTPS Voice Response System      Withholding tax        $27,051
P.O. Box 173788
Denver, CO 80217-3788

OFC Capital                      Utility bills          $22,252
Department GA00010
576 Colonial Park Dr., Suite 200
Roswell, GA 30075

Circle Development Corporation   Contractual            $21,897
5404 West Elm Street, Suite B2   obligation
McHenry, IL 60050

Pirtano Construction Co., Inc.   Contractual            $19,271
1766 Armitage Court              obligation
Addison, IL 60101

Chicago Industrial Tire, Inc.    Trade debt             $17,358
447 South County Line Road
Franklin Park, IL 60131

TriTech Electric, Inc.           Contractual            $17,060
1320 Enterprise Drive            obligation
Romeoville, IL 60446-1016

Welfare Account No. 500          Union benefits         $16,284
Union National Bank of Elgin
101 East Chicago Street
Elgin, IL 60120-6466

Midwest Operating Engineers                             $15,257
Welfare Fund
6150 Joliet Road
Countryside, IL 60525

Bluff City Materials, Inc.                              $14,975
2252 Southwind Boulevard
Bartlett, IL 60103


TIMELINE INC: Restates Financials for Quarter Ended Sept. 30, 2005
------------------------------------------------------------------
Timeline, Inc., amended its quarterly report on Form 10-QSB/A for
the three months ended Sept. 30, 2005, to correct its accounting
treatment of gains from the sale of the Company's assets to Global
Software that closed in August 2005.

                      Asset Sale

As previously reported in the Troubled Company Reporter on July
27, 2005, the Company entered into an Asset Purchase Agreement
with Global Software Inc. on July 20, 2005, for the sale of its
software licensing operations.

Global agreed to pay $900,000 to Timeline, of which:

     a) $380,000 is payable in cash at closing, and

     b) $520,000 is payable pursuant to a 6% promissory note, of
        which $260,000 will be payable on the 18-month anniversary
        of closing, and $260,000 will be payable on the 36-month
        anniversary of closing.

Under the terms of the purchase agreement, $480,000 of the total
purchase price was allocated to Timeline's covenant not to compete
with the business segment being sold for a period of 48 months
following the closing.

                   Accounting Treatment of
                       Covenant Reserve

Timeline originally treated the $480,000 of gain allocated to the
covenant not to compete as "deferred revenue", with $10,000 per
month being recognized as revenue ratably over the 48-month non-
compete period.

As a result, the Company recorded $10,000 of revenue and the
remaining $470,000 unamortized portion was shown as a liability
under "deferred revenue in the Company's balance sheet as of Sept.
31, 2005.

After discussions with the Securities and Exchange Commission, the
Company agreed to reclassify the $480,000 as "gain on asset sale"
rather than deferred revenues.

With respect to the Company's statement of operations, for each of
the three- and six-month periods ended Sept. 30, 2005, the
reclassification resulted in:

       -- a $480,000 increase in the amount of "Gain on Asset
          Sale;"

       -- a $10,000 decrease in "Warranty Revenues;" resulting in

       -- an increase in "Net Income" by $470,000 (to $2,127,353
          and $1,892,699, respectively, for each of the three- and
          six-month periods ended September 30, 2005) and an
          increase in "Net income per share" by $0.11 per share
          (to $0.51 and $0.44, respectively, for each of the
          three- and six-month periods ended September 30, 2005).

With respect to the Company's consolidated balance sheet as of
Sept. 30, 2005, this reclassification resulted in:

       -- a decrease of "Deferred revenue" (current liabilities)
          by $470,000; and

       -- an decrease in "Accumulated deficit" of $470,000,
          resulting in

       -- an increase in "Total shareholders' equity" by $470,000.

The Company's amended balance sheet as of Sept. 30, 2005, showed
total assets of $2,209,937 and liabilities of $139,466.

            Sage Software Patent Agreement

On Dec. 29, 2005, Timeline Inc., and WorkWise Software Inc., its
wholly owned subsidiary, inked a Patent License Agreement and
Release with Sage Software, Inc.

Under the Agreement, Sage paid to Timeline $800,000 in a one-time
lump sum payment and received a world-wide nonexclusive license
for Timeline's and WorkWise's portfolio of U.S. and international
patents.  Under certain limited conditions, Sage also received the
right to sublicense the licensed patents and assign the license
agreement.

Sage and entities under its common control will be covered under
the license on a worldwide basis for products they manufacture or
otherwise provide.

                      Going Concern Doubt

Williams & Webster, P.S., expressed substantial doubt about
Timeline Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended March 31, 2005.  The auditors pointed to the Company's
inability to obtain outside long term financing, increasing
stockholders' deficit and recurring losses from operations.

                        About Timeline

Timeline -- http://www.timeline.com/-- develops and markets
Microsoft Windows-based financial management reporting software
suitable for complex applications such as those found in medium to
large, multinational corporations.

WorkWise Software, Inc. -- http://www.workwise.com/-- a
subsidiary of Timeline, provides event-based notifications,
application integration and process automation systems to the mid-
market.  The WorkWise solutions are exclusively available through
authorized OEM and Reseller Business Partners.


TRICO MARINE: Has Until Feb. 6 to Respond to Salsberg Complaint
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter, the
U.S. Bankruptcy Court for the Southern District of New York
confirmed Trico Marine Services, Inc. prepackaged plan of
reorganization.  On Mar. 15, 2005, Trico's plan of reorganization
became effective and emerged from bankruptcy.

On July 2005, Steven Salsberg and Gloria Salsberg, owners of Trico
warrants, commenced a proceeding with the bankruptcy court seeking
the revocation of the approved plan of reorganization pursuant to
Section 1144 of the Bankruptcy Code (Adversary Proceeding No.
05-02313).

Trico moved to dismiss the Complaint and by order dated Jan. 6,
2006, the Court granted that motion but gave the Plaintiffs leave
to amend their complaint to assert claims that did not seek the
revocation.  The Court has since permitted the Plaintiffs and
Defendants to file additional papers on the Trico motion after
which it will review its decision granting the motion, although it
did not vacate its January 6 order, which is being held in
abeyance by the Court.  Plaintiffs have filed additional papers
and Defendants' response is due on Feb. 6, 2006.

Headquartered in New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- provides marine support services
to the oil and gas industry around the world.  The Trico Companies
operate a large, diversified fleet of vessels used in the
transportation of drilling materials, crews and supplies necessary
for the construction, installation, maintenance and removal of
offshore drilling facilities and equipment.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


UAL CORP: Posts $17 Billion Net Loss in 2005 Fourth Quarter
-----------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ.OB), the holding
company whose primary subsidiary is United Airlines, reported its
fourth quarter and full year 2005 financial results.

"We have made fundamental, sustainable changes to United's
business and established a solid financial platform," Glenn
Tilton, United's chairman, CEO and president, said.  "Moving
forward, our focus is on our customers and continuous improvement
in everything we do to drive increased margins and renew
profitability.  Although operating earnings for both the fourth
quarter and the full year 2005 have improved significantly --
despite an increase in system fuel price of over 40 percent -- we
know we can do better.  We will continue to contain costs, apply
sound revenue management and deliver consistent service to our
customers."

UAL reported a fourth quarter operating loss of $182 million, a
$388 million improvement over the same quarter last year, as
revenue improvement and non-fuel cost reduction more than offset a
$397 million increase in fuel costs for mainline and regional
operations.  The company reported a full-year operating loss of
$219 million, a $635 million improvement year-over-year, driven by
a $1 billion increase in revenue and a $1 billion reduction in
non- fuel costs partially offset by $1.4 billion higher fuel costs
for mainline and regional operations.

UAL reported a fourth quarter net loss of $17 billion, or $145
per basic share, including non-cash reorganization expenses of
$17 billion.  Full-year net loss totaled $21 billion, or $182 per
basic share, including reorganization expenses of $21 billion.
The company believes the best indicator of the Company's post-
reorganization financial performance is its net losses excluding
reorganization and special items.

The company ended the quarter with an unrestricted cash balance of
$1.8 billion, and a restricted cash balance of $957 million, for a
total cash balance of $2.7 billion.  The unrestricted cash balance
increased by $49 million during the quarter.

        UAL Prepared To Exit Bankruptcy in Early February

On Jan. 20, 2006, the Bankruptcy Court confirmed United's Plan of
Reorganization, and the company is prepared to exit on the
effective date of the plan, in early February 2006.  Over the last
three years, United has methodically worked its way through a
difficult and multifaceted restructuring, compounded by an
unprecedented confluence of external challenges and fundamental
changes taking place in the airline industry, with its
unparalleled worldwide network, valuable brand and other assets
intact.  The company has made sustainable improvements in its cost
structure, revenue management and operations.  United has
successfully:

     * Achieved significant cost reductions that are expected to
       result in $7 billion of average annual cost savings by
       2010;

     * Resized and redeployed the fleet to better meet market
       demand and increase operational flexibility;

     * Enhanced products and services with the launch of Ted(SM),
       p.s.(SM), and explus(SM);

     * Improved operational performance across the board;

     * Outperformed the industry in revenue improvement;

     * Secured $3 billion in all-debt exit financing;

     * Received solid credit ratings for our business and
       financing facility from both Moody's and Standard & Poor's
       that are better than the ratings of our network peers; and,

     * Upon exit, will emerge with a stronger balance sheet after
       eliminating $13 billion of debt and pension obligations.

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 AUTO: Moody's Rates $250M Sr. Sub. Convertible Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to United Auto
Group's new senior subordinated convertible notes, and affirmed
the existing ratings.  The outlook is stable.

The net proceeds from the convertible notes are expected to be
used to repay a portion of the approximately $315 million
outstanding under the $600 million revolving credit facility
(which may be reborrowed and utilized for general corporate
purposes, including acquisitions) and to repurchase up to 500,000
shares of common stock which could amount to approximately $20
million.

The B3 rating of the senior subordinated convertible notes
reflects:

   1) the contractual subordination of the notes to a significant
      amount of secured floor plan obligations and the
      $600 million secured credit facility;

   2) minimal, if any, asset coverage; and

   3) the full guarantees of wholly owned domestic subsidiaries.

The obligations mature in September 2026 and are redeemable by
United after April 2011.  The notes which are convertible at any
time if the price exceeds certain conversion rate thresholds, are
not guaranteed by the company's non-wholly owned domestic
subsidiaries which have provided guarantees for the existing
9.625% senior subordinated notes.  Given the relative
immateriality of the company's non-wholly owned domestic
subsidiaries, Moody's feels both sub note issues warrant a B3
rating.

The key rating drivers for United include:

   1) Managing growth and size - moderating its acquisition
      strategy since the second half of 2004 to focus more on
      operations than acquisitions coupled with an extensive
      franchise network of 270 franchises is a positive ratings
      driver.  The disposition of 10 underperforming dealers in
      the first nine months of 2005 is also a credit positive.

   2) Brand and Geographic diversity - United's diverse brand mix
      with domestic, import and luxury new vehicle sales in the
      first nine months of 2005 of 13%, 31% and 56%, respectively,
      is a credit enhancement as is United's decreasing domestic
      OEM exposure (decreased to 13% in nine months ended
      September 2005 from 15% in FY 2004).  In addition, United's
      geographic diversity in 19 states and Puerto Rico with a
      concentration in Arizona and California is also a credit
      positive.  United's significant operations in Europe --
      principally in the United Kingdom -- further broadens its
      geographical diversity, although international
      diversification poses additional risks.

   3) Cost structure and operating profitability - United's
      variable cost structure with good and improving cost
      efficiency ratio's (SG&A/gross profit) in the mid 70% range
      and good operating margins (EBIT/gross profit) in the high
      teens to low 20% are credit positives, although operating
      margins have modestly decreased over the last few years due
      primarily to acquisitions which have grown lower-margin car
      retailing revenues faster than higher margin service
      businesses.

   4) Cash flows, financial policy, and flexibility - the
      consistent generation of operating cash flow resulting in
      over $155 million of retained cash flow the last three years
      is a credit strength.  Extending the maturity of roughly
      $225 million through the senior convertible note offering is
      also a credit positive.  On the other hand, the company's
      high, albeit decreasing, leverage (debt/EBITDA using Moody's
      standard adjustments of just under 4.5x for the LTM ended
      September 2005) with negative to breakeven free cash
      flow/debt (using Moody's standard adjustments) the last few
      years remains a credit concern.

   5) Internal controls and corporate governance -- a senior and
      experienced operating management team plus improved
      financial controls are viewed as credit positives.

In addition to the factors mentioned above, United's ratings also
reflect the competitive, highly fragmented nature of the auto
retailing industry as well as United's high growth generated
through a roll-up strategy of acquiring existing franchises.

The stable ratings outlook reflects Moody's expectation that
United will maintain its focus on maximizing operating gains while
continuing to moderate its acquisition activity.  The stable
outlook also reflects our expectation that United may use some
debt to finance acquisitions, but that these acquisitions will be
measured and the company's leverage, measured by debt/ EBITDA and
retained cash flow/debt using Moody's standard adjustments, will
not increase significantly beyond its current level.  The stable
outlook also reflects Moody's expectation that, outside of this
current note offering, the company will not be looking to borrow
in order to fund any additional share repurchases over the near
term.

Although a ratings downgrade is not anticipated in the near term,
deterioration in United's operating performance or a change to a
more aggressive acquisition strategy could put downward pressure
on United's ratings.  Key credit metrics driving potential
downward rating pressure would be operating margins measured as
EBIT/gross profit, which is currently just under 20%, fell below
17%, SG&A/gross margin rose above 80%, or debt/ EBITDA using
Moody's standard adjustments rose above 6.0x.

Positive rating pressure could build if United sustains its
improved operating performance and/or significantly reduces
financial leverage such that EBIT/gross profit margin increased to
the mid 20% range, SG&A/gross profit fell to the low 70% range or
if debt/EBITDA using Moody's standard adjustments fell below 4.0x;
however, the generation of sustainable positive free cash flow,
defined as operating cash flow less capital expenditures, would
also be necessary for a ratings upgrade.

These ratings were affected by this action:

  Rating assigned:

     * $250M senior subordinated convertible notes at B3.

  Ratings affirmed:

     * Senior subordinated guaranteed notes at B3; and
     * Corporate family rating at B1.

United Auto Group, headquartered in Detroit, Michigan, is one of
the largest automotive retailers in the U.S. and operates about
270 franchises.  Revenues approximated $10.5 billion for the LTM
September 2005.


UNITED ONLINE: Debt Repayment Cues Moody's to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service withdrew the B1 corporate family rating,
the B1 senior secured bank rating, and the SGL-1 speculative grade
liquidity rating for United Online, Inc. following the company's
repayment of its rated debt.  On January 3, United paid in full
the outstanding balance of approximately $55 million under its
term loan.

Moody's withdrew all ratings on United, as summarized below.

  Issuer: United Online, Inc.

     * Corporate Family Rating, Withdrawn, previously rated B1

     * Speculative Grade Liquidity Rating, Withdrawn, previously
       rated SGL-1

     * Senior Secured Bank Credit Facility, Withdrawn, previously
       rated B1

Outlook, changed to rating withdrawn from stable.


WINDOW ROCK: Committee Wants to Hire Peitzman Weg as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Window Rock
Enterprises, Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Peitzman, Weg & Kempinsky LLP as its counsel.

Peitzman Weg will:

   1) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigating the extent
      and validity of liens and participating and reviewing
      proposed asset sales, any asset dispositions and financing
      arrangement or proceedings;

   2) assist, advise and represent the Committee in matters
      relevant to reviewing and determining the Debtor's rights
      and obligations with respect to secured transactions and
      unexpired leases and executory contracts;

   3) assist, advise and represent the Committee in connection
      with any review of management and compensation issues,
      analysis of retentions or severance benefits or other
      management related issues;

   4) assist, advise and represent the Committee in investigating
      the acts, conduct, assets, liabilities and financial
      condition of the Debtor and its insiders and the operation
      of its business;

   5) assist, advise and represent the Committee in the
      negotiation, formulation and drafting of a plan of
      reorganization or liquidation and on issues concerning the
      appointment of a conservator, trustee or examiner;

   6) assist, advise and represent the Committee in the evaluation
      of claims and any litigation matters and in the Committee's
      performance of its duties and powers under the Bankruptcy
      Code; and

   7) perform all other legal services to the Committee that are
      necessary in the Debtor's chapter 11 case.

David B. Shemano, Esq., a member of Peitzman Weg, is one of the
lead professionals from the Firm performing services for the
Committee.  Mr. Shemano charges $475 per hour for his services.

Mr. Shemano reports the Peitzman Weg's professionals bill:

      Professional          Designation    Hourly Rate
      ------------          -----------    -----------
      Lawrence Peitzman     Partner           $545
      Howard J. Weg         Partner           $545
      Louis E. Kempinsky    Partner           $545
      Scott F. Gautier      Partner           $425
      James P. Menton       Partner           $425
      Arnold Quitter        Of Counsel        $545
      Thomas G. Keleh       Of Counsel        $515

      Designation           Hourly Rate
      -----------           -----------
      Associates            $275 - $390
      Paralegals               $175

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

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC 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 estimated debts
of more than $100 million.


WORLDCOM INC: ERISA Claims Objection Period Extended to March 20
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 15, 2005, due
to the pending appeal of the District Court Order by Merrill Lynch
Trust Co., F.S.B., WorldCom, Inc., and its debtor-affiliates
sought a six-month extension of the Objection Deadline to preserve
their rights object to the proofs of claim filed by the Claimants.

In December 2002, certain creditors filed a class action lawsuit
against the Debtors in the United States District Court for the
Southern District of New York, based on alleged violations of the
Employee Retirement Income Security Act of 1974, as amended, with
respect to the Debtors' 401(k) Salary Savings Plan.  Steven
Vivien, Gail M. Grenier, and John T. Alexander were appointed as
Lead Plaintiffs in the ERISA Litigation.

After extensive negotiations, the parties reached an agreement
with respect to the ERISA Litigation and certain claims filed
against the Debtors in their bankruptcy proceedings.  The
cornerstone of the Settlement Agreement is the establishment of a
$47.5 million fund to be distributed to the Class Members based on
their proportionate share of losses in the 401(k) Plan, after
attorneys' fees and litigation expenses have been paid.

The ERISA Settlement also contains a bar order that prevents two
Non-Settling Parties from bringing contribution and indemnity
claims against the Settling Defendants:

    * Merrill Lynch Trust Co., F.S.B., and

    * Scott Sullivan.

                            *    *    *

At the Debtors' request, Judge Arthur Gonzalez extended the ERISA
Claims Objection Deadline, through and including March 20, 2006.

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)


* BOND PRICING: For the week of Jan. 23 - Jan. 27, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     3
Adelphia Comm.                        7.500%  01/15/04    59
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    57
Adelphia Comm.                        8.125%  07/15/03    61
Adelphia Comm.                        8.375%  02/01/08    60
Adelphia Comm.                        9.250%  10/01/02    60
Adelphia Comm.                        9.375%  11/15/09    61
Adelphia Comm.                        9.875%  03/01/05    59
Adelphia Comm.                        9.875%  03/01/07    61
Adelphia Comm.                       10.250%  11/01/06    60
Adelphia Comm.                       10.250%  06/15/11    65
Adelphia Comm.                       10.500%  07/15/04    60
Adelphia Comm.                       10.875%  10/01/10    61
Allegiance Tel.                      11.750%  02/15/08    26
Allegiance Tel.                      12.875%  05/15/08    28
Alt Living Scvs                       7.000%  06/01/04     1
Amer & Forgn PWR                      5.000%  03/01/30    72
Amer Color Graph                     10.000%  06/15/10    71
American Airline                      9.980%  01/02/13    69
American Airline                     10.430%  09/15/08    70
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                             9.750%  08/15/21    72
AMR Corp.                             9.800%  10/01/21    71
AMR Corp.                             9.880%  06/15/20    73
AMR Corp.                            10.125%  06/01/21    74
AMR Corp.                            10.150%  05/15/20    71
AMR Corp.                            10.200%  03/15/20    75
AMR Corp.                            10.290%  03/08/21    75
AMR Corp.                            10.550%  03/12/21    71
Amtran Inc.                           9.625%  12/15/05     4
Anker Coal Group                     14.250%  09/01/07     0
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    47
Apple South Inc.                      9.750%  06/01/06     3
Archibald Candy                      10.000%  11/01/07     0
Asarco Inc.                           7.875%  04/15/13    56
Asarco Inc.                           8.500%  05/01/25    59
ATA Holdings                         12.125%  06/15/10     4
ATA Holdings                         13.000%  02/01/09     5
At Home Corp.                         4.750%  12/15/06     0
Atlantic Coast                        6.000%  02/15/34     6
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    69
Aviation Sales                        8.125   02/15/08    54
Avondale Mills                       10.250%  07/01/13    71
Bank New England                      8.750%  04/01/99     8
Bank New England                      9.500%  02/15/96     5
Big V Supermkts                      11.000%  02/15/04     0
BTI Telecom Corp                     10.500%  09/15/07    52
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    60
Cellstar Corp.                       12.000%  01/15/07    42
Charter Comm Inc                      5.875%  11/16/09    70
Charter Comm Hld                     10.000%  04/01/09    74
Charter Comm Hld                     10.000%  05/15/11    51
Charter Comm Hld                     10.250%  01/15/10    69
Charter Comm Hld                     11.125%  01/15/11    55
CIH                                  10.000%  05/15/14    56
Ciphergen                             4.500%  09/01/08    75
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/13     0
Collins & Aikman                     10.750%  12/31/11    32
Color Tile Inc                       10.750   12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Compudyne Corp                        6.250%  01/15/11    75
Cons Container                       10.125%  07/15/09    68
Covad Communication                   3.000%  03/15/24    68
CPNL-Dflt12/05                        4.000%  12/26/06    10
CPNL-Dflt12/05                        4.750%  11/15/23    23
CPNL-Dflt12/05                        6.000%  09/30/14    16
CPNL-Dflt12/05                        7.625%  04/15/06    38
CPNL-Dflt12/05                        7.750%  04/15/09    41
CPNL-Dflt12/05                        7.750%  06/01/15    11
CPNL-Dflt12/05                        7.875%  04/01/08    36
CPNL-Dflt12/05                        8.500%  02/15/11    26
CPNL-Dflt12/05                        8.625%  08/15/10    26
CPNL-Dflt12/05                        8.750%  07/15/07    39
CPNL-Dflt12/05                       10.500%  05/15/06    36
Cray Inc.                             3.000%  12/01/24    69
Cray Research                         6.125%  02/01/11    22
Curagen Corp.                         4.000%  02/15/11    69
Curagen Corp.                         4.000%  02/15/11    68
Curative Health                      10.750%  05/01/11    64
DAL-DFLT09/05                         9.000%  05/15/16    22
Dana Corp                             5.850%  01/15/15    65
Dana Corp                             6.500%  03/15/28    75
Dana Corp                             6.500%  03/01/09    72
Dana Corp                             7.000%  03/15/28    65
Dana Corp                             7.000%  03/01/29    66
Decrane Aircraft                     12.000%  09/30/08    71
Delco Remy Intl                       9.375%  04/15/12    37
Delco Remy Intl                      11.000%  05/01/09    43
Delphi Corp                           6.500%  08/15/13    57
Delphi Trust II                       6.197%  11/15/33    29
Delta Air Lines                       2.875%  02/18/24    22
Delta Air Lines                       7.541%  10/11/11    63
Delta Air Lines                       7.700%  12/15/05    23
Delta Air Lines                       7.900%  12/15/09    23
Delta Air Lines                       8.000%  06/03/23    23
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.300%  12/15/29    23
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    54
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.250%  03/15/22    22
Delta Air Lines                       9.300%  01/02/10    54
Delta Air Lines                       9.320%  01/02/09    55
Delta Air Lines                       9.375%  09/11/07    70
Delta Air Lines                       9.450%  02/26/06    54
Delta Air Lines                       9.480%  06/05/06    47
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    67
Delta Air Lines                      10.000%  08/15/08    23
Delta Air Lines                      10.000%  05/17/09    62
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    64
Delta Air Lines                      10.000%  06/01/10    69
Delta Air Lines                      10.000%  06/01/11    26
Delta Air Lines                      10.000%  06/05/11    54
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.060%  01/02/16    60
Delta Air Lines                      10.080%  06/16/07    60
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.125%  06/16/10    59
Delta Air Lines                      10.125%  06/16/10    59
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    23
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    68
Delta Air Lines                      10.790%  03/26/14    20
Delta Mills Inc.                      9.625%  09/01/07    39
Diva Systems                         12.625%  03/01/08     0
Duane Reade Inc                       9.750%  08/01/11    74
Dura Operating                        9.000%  05/01/09    52
Dura Operating                        9.000%  05/01/09    53
Duty Free Int'l.                      7.000%  01/15/04     4
DVI Inc.                              9.875%  02/01/04    15
Enrnq-Dflt05/05                       7.375%  05/15/19    36
Epix Medical Inc.                     3.000%  06/15/24    62
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Fedders North AM                      9.875%  03/01/14    65
Federal-Mogul Co.                     7.375%  01/15/06    36
Federal-Mogul Co.                     7.500%  01/15/09    36
Federal-Mogul Co.                     8.160%  03/06/03    34
Federal-Mogul Co.                     8.370%  11/15/01    33
Federal-Mogul Co.                     8.800%  04/15/07    36
Finova Group                          7.500%  11/15/09    34
FMK- DFLT03/04                       10.750%  04/15/11    74
FMXIQ-DFLT09/05                      13.500%  08/15/05    14
Foamex L.P.-DFLT                      9.875%  06/15/07    15
Ford Motor Co.                        6.500%  08/01/18    67
Ford Motor Co.                        6.625%  02/15/28    66
Ford Motor Co.                        7.125%  11/15/25    69
Ford Motor Co.                        7.400%  11/01/46    65
Ford Motor Co.                        7.500%  08/01/26    69
Ford Motor Co.                        7.700%  05/15/97    67
Ford Motor Co.                        7.750%  06/15/43    68
Ford Motor Cred                       5.100%  02/22/11    72
Ford Motor Cred                       5.150%  01/20/11    73
Ford Motor Cred                       5.200%  03/21/11    74
Ford Motor Cred                       5.200%  02/22/11    74
Ford Motor Cred                       5.250%  03/21/11    72
Ford Motor Cred                       5.400%  09/20/11    74
Ford Motor Cred                       5.400%  10/20/11    75
Ford Motor Cred                       5.450%  06/21/10    75
Ford Motor Cred                       5.500%  04/20/11    73
Ford Motor Cred                       5.550%  09/20/11    74
Ford Motor Cred                       5.600%  04/20/11    73
Ford Motor Cred                       5.600%  09/20/11    74
Ford Motor Cred                       5.650%  11/21/11    74
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.650%  01/21/14    71
Ford Motor Cred                       5.750%  12/20/11    75
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.750%  01/21/14    70
Ford Motor Cred                       5.750%  02/20/14    69
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.900%  02/20/14    71
Ford Motor Cred                       6.000%  01/20/12    72
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    70
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  01/20/15    70
Ford Motor Cred                       6.000%  02/20/15    71
Ford Motor Cred                       6.050%  03/20/12    74
Ford Motor Cred                       6.050%  02/20/14    71
Ford Motor Cred                       6.050%  03/20/14    73
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    71
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.100%  02/20/15    72
Ford Motor Cred                       6.150%  12/22/14    70
Ford Motor Cred                       6.150%  01/20/15    72
Ford Motor Cred                       6.200%  03/20/15    72
Ford Motor Cred                       6.250%  12/20/13    74
Ford Motor Cred                       6.250%  12/20/13    72
Ford Motor Cred                       6.250%  04/21/14    74
Ford Motor Cred                       6.250%  01/20/15    71
Ford Motor Cred                       6.250%  03/20/15    72
Ford Motor Cred                       6.300%  05/20/14    73
Ford Motor Cred                       6.350%  04/21/14    72
Ford Motor Cred                       6.500%  12/20/13    68
Ford Motor Cred                       6.500%  03/20/15    70
Ford Motor Cred                       6.550%  12/20/13    74
Ford Motor Cred                       6.600%  10/21/13    74
Ford Motor Cred                       6.750%  06/20/14    74
Ford Motor Cred                       6.950%  05/20/14    75
Ford Motor Cred                       7.250%  07/20/17    71
Ford Motor Cred                       7.250%  04/20/15    73
Ford Motor Cred                       7.350%  09/15/15    73
Ford Motor Cred                       7.500%  08/20/32    62
Ford Motor Cred                       7.550%  09/30/15    74
Gateway Inc.                          1.500%  12/31/09    75
Gateway Inc.                          2.000%  12/31/11    70
General Motors                        7.400%  09/01/25    67
General Motors                        7.700%  04/15/16    71
General Motors                        8.100%  06/15/24    66
General Motors                        8.250%  07/15/23    71
General Motors                        8.375%  07/15/33    72
General Motors                        8.800%  03/01/21    72
General Motors                        9.400%  07/15/21    73
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.250%  01/15/14    75
GMAC                                  5.350%  01/15/14    73
GMAC                                  5.900%  10/15/19    72
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.050%  10/15/19    73
GMAC                                  6.100%  09/15/19    72
GMAC                                  6.150%  09/15/19    74
GMAC                                  6.150%  10/15/19    71
GMAC                                  6.200%  04/15/19    75
GMAC                                  6.250%  12/15/18    75
GMAC                                  6.250%  05/15/19    72
GMAC                                  6.300%  08/15/19    75
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.750%  03/15/20    72
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Imperial Credit                       9.875%  01/15/07     0
Impsat Fiber                          6.000%  03/15/11    73
Inland Fiber                          9.625%  11/15/07    49
Insight Health                        9.875%  11/01/11    73
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    24
Iridium LLC/CAP                      13.000%  07/15/05    24
Iridium LLC/CAP                      14.000%  07/15/05    24
Isolagen Inc.                         3.500%  11/01/24    51
Isolagen Inc.                         3.500%  11/01/24    52
Jts Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    48
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03     9
Kellstrom Inds                        5.500%  06/15/03     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    21
Kmart Corp.                           9.350%  01/02/20    26
Kmart Corp.                           9.780%  01/05/20    73
Kmart Funding                         9.440%  07/01/18    61
Kmart Funding                         8.800%  07/01/10    30
Level 3 Comm. Inc.                    2.875%  07/15/10    71
Level 3 Comm. Inc.                    6.000%  09/15/09    71
Level 3 Comm. Inc.                    6.000%  03/15/10    66
Liberty Media                         3.750%  02/15/30    55
Liberty Media                         4.000%  11/15/29    60
LTV Corp.                             8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
Mcms Inc.                             9.750%  03/01/08     0
Merisant Co                           9.500%  07/15/13    68
MHS Holdings Co                      16.875%  09/22/04     0
Metamor Worldwid                      2.940%  08/15/04     0
Motels of Amer                       12.000%  04/15/04    68
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    65
Muzak LLC                             9.875%  03/15/09    61
Natl Steel Corp.                      8.375%  08/01/06     9
Natl Steel Corp.                      9.875%  03/01/09    10
New Orl Grt N RR                      5.000%  07/01/32    72
Nexprise Inc.                         6.000%  04/01/07     0
Northern Pacific RY                   3.000%  01/01/47    60
Northern Pacific RY                   3.000%  01/01/47    60
Northwest Airlines                    6.625%  05/15/23    35
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.360%  02/01/20    74
Northwest Airlines                    7.625%  11/15/23    35
Northwest Airlines                    7.626%  04/01/10    61
Northwest Airlines                    7.875%  03/15/08    36
Northwest Airlines                    8.070%  01/02/15    44
Northwest Airlines                    8.130%  02/01/14    34
Northwest Airlines                    8.700%  03/15/07    36
Northwest Airlines                    8.875%  06/01/06    39
Northwest Airlines                    8.970%  01/02/15    23
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    38
Northwest Airlines                   10.000%  02/01/09    37
NTK Holdings Inc.                    10.750%  03/01/14    64
Nutritional Src.                     10.125%  08/01/09    70
Oakwood Homes                         7.875%  03/01/04    12
Oakwood Homes                         8.125%  03/01/09    11
O'Sullivan Ind.                      10.630%  10/01/08    61
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    65
Overstock.com                         3.750%  12/01/11    67
Owens-Crng Fiber                      8.875%  06/01/02    75
PCA LLC/PCA Fin                      11.875%  08/01/09    23
Pegasus Satellite                     9.625%  10/15/05     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pegasus Satellite                    13.500%  03/01/07     0
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     9
Piedmont Aviat                       10.350%  03/28/11     0
Pinnacle Airline                      3.250%  02/15/25    74
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    20
Pliant-DFLT/06                       13.000%  06/01/10    22
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
PRG-Schultz Intl                     11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    57
Primus Telecom                        3.750%  09/15/10    30
Primus Telecom                        5.750%  02/15/07    66
Primus Telecom                        8.000%  01/15/14    58
Primus Telecom                       12.750%  10/15/09    54
Psinet Inc.                          10.000%  02/15/05     0
Psinet Inc.                          11.000%  08/01/09     0
Railworks Corp.                      11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04    15
Reliance Group Holdings               9.000%  11/15/00    21
Reliance Group Holdings               9.750%  11/15/03     0
Refco Finance                         9.000%  08/01/12    65
Salton Inc.                          12.250%  04/15/08    67
Solectron Corp.                       0.500%  02/15/34    73
Source Media Inc.                    12.000%  11/01/04     0
Specialty PaperB                      9.375%  10/15/06    75
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    58
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    73
Trans Mfg Oper                       11.250%  05/01/09    62
Transtexas Gas                       15.000%  03/15/05     1
Tribune Co                            2.000%  05/15/29    73
Triton Pcs Inc.                       8.750%  11/15/11    65
Triton Pcs Inc.                       9.375%  02/01/11    64
Tropical Sportsw                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    62
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/06    60
United Air Lines                      7.870%  01/30/19    64
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.000%  12/15/03    23
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.125%  01/15/12    22
United Air Lines                      9.350%  04/07/16    71
United Air Lines                      9.560%  10/19/18    70
United Air Lines                      9.750%  08/15/21    23
United Air Lines                     10.250%  07/15/21    22
United Air Lines                     10.670%  05/01/04    23
United Air Lines                     11.210%  05/01/14    22
Univ. Health Services                 0.426%  06/23/20    56
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49     7
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.550%  01/15/49    25
US Air Inc.                          10.700%  01/01/49    26
US Air Inc.                          10.700%  01/15/49    25
US Air Inc.                          10.700%  01/15/49     3
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.800%  01/01/49    28
US Air Inc.                          10.900%  01/01/49     6
US Airways Pass                       6.820%  01/30/14    65
US Leasing Intl                       6.000%  09/06/11    75
Univ Health Svcs                      0.426%  06/23/20    56
Universal Stand                       8.250%  02/01/06     1
Venture Hldgs                         9.500%  07/01/05     0
Venture Hldgs                        11.000%  06/01/07     0
Venture Hldgs                        12.500%  06/01/07     0
WCI Steel Inc.                       10.000%  12/01/04    68
Werner Holdings                      10.000%  11/15/07    20
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    75
Wheeling-Pitt St                      6.000%  08/01/10    71
Winstar Comm                         10.000%  03/15/08     0
Winstar Comm                         12.750%  04/15/10     0

                             *********

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 ***