TCR_Public/060203.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, February 3, 2006, Vol. 10, No. 29

                          Headlines

ALPHA FORTY-FIVE: Involuntary Chapter 11 Case Summary
AMC ENTERTAINMENT: Completes Merger with Loews Cineplex
AMERICAN ACHIEVEMENT: Posts $2MM Net Loss in Quarter Ended Nov. 26
ANC RENTAL: Liquidating Trust Employs CPT Group as Claims Agent
ANCHOR GLASS: Encore Glass Says Disclosure Statement Lacks Info

ANCHOR GLASS: Gets Court OK to Tap Schulte Roth as Special Counsel
ANCHOR GLASS: Wants to Assume OCI Chemical Supply Contract
ATA AIRLINES: C8 Airlines Files Ch. 11 Plan & Disclosure Statement
AURA SYSTEMS: Emerges from Bankruptcy Protection
AVITAR: Losses & Deficits Spur BDO Seidman's Going Concern Doubt

BABCOCK & WILCOX: District Court Confirms Joint Chapter 11 Plan
BEAR STEARNS: Moody's Rates Class M-9 Sub. Certificates at Ba1
BEVERLY ENTERPRISES: Plans to Redeem Sr. Sub. Notes for $241.17M
BOOTIE BEER: Inks Private Sale of 10M Shares to European Investors
BRITISH AMERICAN: Case Summary & 19 Largest Unsecured Creditors

CALPINE CORP: Plans to Cut 300 Positions under Restructuring Plan
CALPINE CORP: Utilities Who Ask Receive Two-Week Security Deposits
CALPINE CORP: Wants Court to Okay Interim Compensation Procedures
CANAL CAPITAL: Todman & Co. Raises Going Concern Doubt Over Losses
CAPITOL FOOD: Case Summary & 6 Largest Unsecured Creditors

CATHOLIC CHURCH: Court Okays Marianist Settlement Pact in Tucson
CDEX INC: James Griffin Replaces Malcolm Philips as CEO
CHESAPEAKE ENERGY: Moody's Rates $500 Million Add-On Notes at Ba2
CHESAPEAKE KNIFE: Case Summary & 20 Largest Unsecured Creditors
CLAREMONT TECHNOLOGIES: Creditors Want Case Converted to Chapter 7

COPYTELE INC: Grant Thornton's Going Concern Doubt Continues
CORNELL TRADING: Has Until Today to File Schedules and Statements
CORY MILNE: Case Summary & 20 Largest Unsecured Creditors
COTT CORP: Poor Performance Cues Moody's Low-B Ratings' Downgrade
CUMMINS INC: Earns $550 Million of Net Income in Year 2005

CURATIVE HEALTH: California DHS Audit Shows $39.3M Overpayments
DELAFIELD 246: Judge Gropper Okays $150,00 Zion New York Loan
DELAFIELD 246: Employs Lee Weintraub as Landscape Architect
DOWNTOWN AUTOMOTIVE: Voluntary Chapter 11 Case Summary
DUNN'S TRACTOR: Case Summary & 17 Largest Unsecured Creditors

EMMIS COMMS: Completes $259-M Sale of 8 TV Stations to Blackstone
ENER1 INC: Names Charles A. Gassenheimer Chairman of the Board
ENRON CORP: Asks Court to Bless Netherlands Holding Unit Wind-Down
ENRON CORP: Settles with Lehman in Equity Transactions Litigation
EXTREME MOTOR: Case Summary & 39 Largest Unsecured Creditors

GLYCOGENESIS INC: Case Summary & 20 Largest Unsecured Creditors
GOODING'S SUPERMARKETS: U.S. Trustee Picks 3-Member Creditors Team
GOODING'S SUPERMARKETS: Files Schedules of Assets and Liabilities
HANDEX GROUP: Wants to Reject Four Unexpired Real Property Leases
HUNTSMAN CORP: Moody's Affirms Corporate Family Rating at B1

IMG HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
IRISH PUB: Chapter 7 Trustee Taps Steven Gabovitch as Accountant
JACOBS INDUSTRIES: IRS Says Plan is Unconfirmable Under Sec. 1123
KINETIC CONCEPTS: Earns $46.4 Million of Net Income in 4th Quarter
KMART CORP: Court Allows Equity One's Claim for $700,000

LOEWS CINEPLEX: AMC Merger Prompts Moody's to Withdraw All Ratings
LOVESAC CORP: Wants Squire Sanders as Lead Bankruptcy Counsel
LOVESAC CORP: Wants Bayard Firm as Local Bankruptcy Counsel
MARLA IRISH: Case Summary & 14 Largest Unsecured Creditors
MERISANT CO: Poor Performance Leads Moody's to Downgrade Ratings

MUSICLAND HOLDING: Wants to Return Goods and Obtain Trade Credit
MUSICLAND HOLDING: Wants to Pay Warehousing & Shipping Claims
MUSICLAND HOLDING: Asks Court to Set May 1 as Claims Bar Date
NATIONAL VISION: Debt Repayment Cues Moody's Ratings Withdrawal
NORTEL NETWORKS: Moody's Rates $450MM Unsec. Credit Facility at B3

NRG ENERGY: Expects to Get $500M from Sale of 2M Preferred Shares
O'SULLIVAN IND: Panel's Investigative Period Extended to Feb. 14
PANTRY INC: Earns $33 Million Net Income in First Fiscal Quarter
PHOENIX INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
PITTSBURGH BREWING: Strikes Deals with Water & Bottle Suppliers

PLIANT CORP: Intercompany Claims Get Administrative Claims Status
PLIANT CORP: Wants Court to Declare Utilities Adequately Assured
PLIANT CORP: Wants to Hire Kekst and Co. as Communications Advisor
PRICE OIL: Selling Property in Navarro, Florida, for $1.25 Million
PRICE OIL: Secures Capital Bank's Consent to Use Collateral

RELIANT ENERGY: SDG&E Customers to Receive $21MM from Settlement
RENAISSANCE PROSPECT: Moody's Withdraws $40MM Debt's Low Rating
REVLON CONSUMER: Moody's Says Ratings Unaffected by Recent Action
ROMACORP INC: Court Sets May 5 as Governmental Claims Bar Date
ROTECH HEALTHCARE: Wants Bankruptcy Court Orders Enforced

SANMINA-SCI: Prices $750MM of 10.375% Sr. Subordinated Note Offer
SOUTHERN UNION: Selling PG Energy Unit Assets to UGI for $580MM
STEVE'S SHOES: Can Employ Evans & Mullinix as Bankruptcy Counsel
STEVE'S SHOES: Court Approves Asset Sale to Walking Co. for $4.2MM
THERMOVIEW INDUSTRIES: Wants Creditors' Committee Disbanded

THERMOVIEW INDUSTRIES: Wants Until March 27 to File Bankr. Plan
TITAN CRUISE: Obtains $550,000 DIP Loan from First American Bank
TITAN CRUISE: Wants to Walk Away from Cash Systems Agreement
TMG MARKETING: Case Summary & 18 Largest Unsecured Creditors
TNT SANDBLASTING: Case Summary & 20 Largest Unsecured Creditors

TRIANGLE INDUSTRIES: Case Summary & 113 Known Creditors
UAL CORP: Signs $3 Billion Senior Secured Exit Facility
UNICO INC: Posts $371,194 Net Loss in Quarter Ended November 30
USG CORP: Puts Poison Pill Plan in Place Until Plan Confirmation
VILLAS AT HACIENDA: Wants Court to Confirm Modified Amended Plan

VINTAGE PETROLEUM: Moody's Raises Sr. Unsec. & Sub. Ratings to A3
WINDOW ROCK: U.S. Trustee Amends Creditors Committee Membership
WINDOW ROCK: Wants to Hire Ullman Shapiro as Special Counsel
WORLD WIDE: No Cause to Extend Exclusive Periods, Carlton Alleges

* BOOK REVIEW: Inside Investment Banking: Second Edition

                          *********

ALPHA FORTY-FIVE: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtors: Alpha Forty-Five LLC
                 c/o Photocircuits Corporation
                 31 Sea Cliff Avenue
                 Glen Cove, New York 11542

                     -- and --

                 Beta Forty-Five LLC
                 c/o Photocircuits Corporation
                 31 Sea Cliff Avenue
                 Glen Cove, New York 11542

Involuntary Petition Date: February 2, 2006

Case Number: 06-70167 & 06-70168

Chapter: 11

Type of Business: The Debtors are affiliates of Photocircuits
                  Corp.  Photocircuits filed for chapter 11
                  protection on Oct. 14, 2005 (Bankr. E.D.N.Y.
                  Case No. 05-89022).

Court: Eastern District of New York

Petitioners' Counsel: Madlyn Gleich Primoff, Esq.
                      Kaye Scholer LLP
                      425 Park Avenue
                      New York, New York 10022-3598
                      Tel: (212) 836-8000
                      Fax: (212) 836-8689

   Petitioner                 Nature of Claim       Claim Amount
   ----------                 ---------------       ------------
Stairway Capital              Payment due under      $26,000,000
Management LP                 Loan and Security
1044 Northern Boulevard       Agreement dated
Roslyn, New York 11576        05/06/02


AMC ENTERTAINMENT: Completes Merger with Loews Cineplex
-------------------------------------------------------
AMC Entertainment Inc. has completed its merger with Loews
Cineplex Entertainment Corporation.

AMC Entertainment continues as the surviving corporation.  Loews
Cineplex Entertainment Corporation's holding company, LCE
Holdings, Inc., has similarly been merged into Marquee Holdings
Inc., the holding company of AMC Entertainment with Marquee
Holdings continuing as the holding company of the merged
businesses.

The merged company will be called AMC Entertainment Inc. and will
continue to be headquartered in Kansas City, Missouri.  The
company will have interests in approximately 415 theatres with
5,672 screens in 29 states and the District of Columbia and
11 countries outside of the United States.  Peter C. Brown will
remain chairman and chief executive officer, and the combined
company will have approximately 24,000 associates serving more
than 250 million guests annually.

As a result of the merger, approximately 60 percent of the
outstanding capital stock of Marquee Holdings will be held by the
existing shareholders and approximately 40 percent will be held by
the former shareholders of Loews Cineplex Entertainment
Corporation.  Marquee Holdings' significant shareholders include:

   -- affiliates of Apollo Management, L.P. (approximately 21%;

   -- affiliates of J.P. Morgan Partners, LLC (approximately 21%;

   -- affiliates of Bain Capital, LLC (approximately 15%);

   -- affiliates of The Carlyle Group (approximately 15%);

   -- affiliates of Spectrum Equity Investors (approximately 10%;
      and

   -- other co-investors and members of management (approximately
      18%).

"This is a momentous day in the history of the theatrical
exhibition industry," Mr. Brown said. "AMC and Loews bring
together more than 185 years of combined operating history with a
shared commitment to providing guests with the best possible out-
of-home entertainment experience.  We look forward to many years
of continued growth, innovation and the opportunity to serve our
guests."

Travis Reid, former Loews Cineplex Entertainment Corporation
president and chief executive officer will serve as a member of
the board of Marquee Holdings Inc., and will be available on a
consulting basis to assist with the transition and integration
process.

"This merger creates one of the biggest and best movie theatre
companies in the world," Mr. Reid said. "Associates of both Loews
and AMC should take pride in contributing to the birth of this
great new company.  The Loews team has been working alongside AMC
for the past several months to help position the new company for a
seamless integration, and I applaud Peter and his leadership team
for their dedication to the successful completion of the merger."

While the full integration process will take a few months, the new
entity will immediately honor all gift cards, gift certificates
and group tickets previously issued or purchased from AMC or
Loews.

In connection with the completion of the merger, AMC
Entertainment:

   -- repurchased $315 million in aggregate principal amount, or
      100%, of Loews Cineplex Entertainment Corporation's
      outstanding 9% Senior Subordinated Notes due 2014 that were
      tendered in the tender offer and consent solicitation
      launched December 21, 2005;

   -- issued $325 million in aggregate principal amount of 11%
      Senior Subordinated Notes due 2016; and

   -- refinanced $850 million in aggregate principal amount of the
      senior credit facilities of AMC Entertainment and Loews
      Cineplex Entertainment.

                     About Apollo Management

Apollo Management, L.P., founded in 1990, is among the most
active and successful private investments firms in the United
States in terms of both number of investment transactions
completed and aggregate dollars invested.  Since its inception,
Apollo has managed the investment of an aggregate of approximately
$13 billion in equity capital in a wide variety of industries,
both domestically and internationally, and is currently managing
Apollo Investment Fund VI, L.P., its most recent fund with
committed capital of $10.1 billion.

                   About J.P. Morgan Partners

J.P. Morgan Partners, LLC, is a leading private equity firm with
approximately $10 billion in capital under management as of
December 31, 2005.  Since its inception in 1984, JPMP has invested
over $15 billion worldwide in consumer, media, energy, industrial,
financial services, healthcare, hardware and software companies.   
With more than 75 investment professionals in five principal
offices throughout the world, JPMP is an experienced investor in
companies with worldwide operations.  JPMP is a private equity
division of JPMorgan Chase & Co. (NYSE: JPM), one of the largest
financial institutions in the United States, and is a registered
investment adviser with the Securities and Exchange Commission.

                       About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a leading global  
private investment firm that manages several pools of capital
including private equity, venture capital, public equity and
leveraged debt assets with more than $27 billion in assets under
management.  Since its inception in 1984, Bain Capital's private
equity team has made investments and add-on acquisitions in over
230 companies around the world, including such leading media,
entertainment and publishing companies as Warner Music Group,
ProSieben SAT1 Media AG, Houghton Mifflin, Advertising Directory
Solutions, and Artisan Entertainment.  Headquartered in Boston,
Bain Capital has offices in New York, London, Munich, Hong Kong,
Shanghai and Tokyo.

                     About The Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a global  
private equity firm with $35 billion under management.  Carlyle
invests in buyouts, venture capital, real estate and leveraged
finance in Asia, Europe and North America, focusing on aerospace &
defense, automotive & transportation, consumer & retail, energy &
power, healthcare, industrial, technology & business services and
telecommunications & media.  Since 1987, the firm has invested
$14.9 billion of equity in 439 transactions for a total purchase
price of $51.9 billion.  The Carlyle Group employs more than
630 people in 14 countries.  In the aggregate, Carlyle portfolio
companies have more than $30 billion in revenue and employ more
than 131,000 people around the world.  

                 About Spectrum Equity Investors

Spectrum Equity Investors -- http://www.spectrumequity.com/-- is  
a private equity firm specializing in investments in established
companies in the media, communications, entertainment, and
information and business services industries. Spectrum manages
private equity funds representing $4 billion in committed capital.
Representative investments include CBD Media, Classic Media,
Eutelsat, Loews Cineplex Entertainment, MyFamily, and Risk
Metrics.

          About Marquee Holdings and AMC Entertainment

Marquee Holdings Inc. is a holding company that conducts its
business through its subsidiary AMC Entertainment Inc.  AMC
Entertainment Inc. -- http://www.amctheatres.com/-- is a  
worldwide leader in the theatrical exhibition industry.  The
company serves more than 250 million guests annually through
interests in 415 theatres and 5,672 screens in 12 countries
including the United States.  The company is headquartered in
Kansas City, Missouri.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has assigned initial ratings for theatrical
exhibition company AMC Entertainment Inc. and its parent, Marquee
Holdings Inc.:

AMC

   -- Issuer Default Rating 'B';

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

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

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

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

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

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

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

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

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

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

Marquee

   -- Issuer Default Rating 'B';

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

As reported in the Troubled Company Reporter on February 2, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on both AMC Entertainment Inc.
and AMC's parent, Marquee Holdings Inc.  The outlooks for AMC and
Marquee are negative.  Following the merger, AMC had approximately
$2.5 billion in debt in addition to $3 billion in present value of
operating leases.

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

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

Ratings assigned:

  AMC Entertainment, Inc.:

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

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

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

Ratings affirmed:

  AMC Entertainment, Inc.:

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

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

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

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

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

  Marquee Holdings, Inc.:

    * B1 Corporate Family Rating affirmed

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

Rating Withdrawn:

  AMC Entertainment, Inc.:

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

Outlook changed to stable from negative.


AMERICAN ACHIEVEMENT: Posts $2MM Net Loss in Quarter Ended Nov. 26
------------------------------------------------------------------
American Achievement Corporation delivered its financial results
for the quarter ended Nov. 26, 2005, to the Securities and
Exchange Commission on Jan. 10, 2005.

American Achievement incurred a $2.7 million net loss for the
three months ended Nov. 26, 2005, as compared to a $3.2 million
net loss  for the three months ended Nov. 27, 2004.

Net sales decreased $1.3 million, or 2%, to $62 million for the
three months ended Nov. 26, 2005, from $63.3 million for the three
months ended Nov. 27, 2004.  The decrease in net sales was due
primarily to a decline in retail high school class rings, college
class rings and achievement publication shipments, partially
offset by on-campus high school ring shipments and graduation
products shipments.

The Company's balance sheet at Nov. 26, 2005, showed $511,674,000
in total assets and liabilities of $491,365,000.

American Achievement Corporation -- http://www.cbi-rings.com/--   
is the leading provider of products associated with graduation and
important event commemoration, with a legacy based on the delivery
of exceptionally well-crafted products, including class rings,
yearbooks, graduation products, achievement publications and
affinity jewelry through in-school and retail distribution.  AAC's
premier brands include: Balfour and ArtCarved, providers of class
rings and graduation products; ECI, publisher of Who's Who Among
American High School Students(R); Keepsake Fine Jewelry; and
Taylor Publishing, publisher of yearbooks.  AAC has over 2,000
employees and is majority-owned by Fenway Partners.

American Achievement Corp.'s 8-1/4% Senior Subordinated Notes due
2012 carry Moody's Investors Service's B3 rating and Standard and
Poor's B- rating.


ANC RENTAL: Liquidating Trust Employs CPT Group as Claims Agent
---------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized ANC Rental Corporation and its debtor-
affiliates to employ R.I. Heller & Company, LLC, as substitute
claims and noticing agent for the Clerk of the Bankruptcy Court.  
Heller is currently charging the ANC Liquidating Trust $5,000 per
month.

William J. Burnett, Esq., at Flaster/Greenberg, P.C., in
Wilmington, Delaware, relates that since the ANC Liquidating
Trust is now at the final liquidation stages, it requires little
assistance from a claims agent.  The Trust can also save the
estate sums of money by moving to a fee-for-service type
arrangement.

For this reason, the Trust sought and obtained the Court's
authority to retain CPT Group, Inc., as its substitute official
noticing and claims agent for the purpose of assuming full
responsibility for:

    * the distribution of notices and proofs of claims; and

    * the maintenance, processing and docketing of proofs of claim
      filed in the Chapter 11 cases.

CPT will replace Heller as of February 1, 2006, Mr. Burnett adds.

Mr. Burnett notes that CPT has acted as official noticing, claims
and balloting agent in numerous cases for a number of years.
CPT's methods are likewise highly cost-efficient and would
benefit the estate by reducing the overall costs associated with
processing notices and claims.

As noticing and claims agent, CPT will:

    (a) electronically transfer the Debtors' creditor database or
        input data directly from available source files;

    (b) docket all claims received by the Clerk's Office and by
        CPT, maintain the official claims register on behalf of
        the Clerk of the Court, and provide to the Clerk a
        duplicate, as the Court requires;

    (c) upon completion of the docketing process for all claims
        received by the Clerk's Office, turn over to the Clerk a
        copy of the claims register for the Clerk's review;

    (d) specify in the claims register for each claim docketed:

        -- the claim number assigned,

        -- the date received,

        -- the name and address of the claimant or agent, and

        -- the amount and classification of the claim asserted by
           each claimant;

    (e) maintain the mailing list of all entities that have
        filed proofs of claim, which list will be available upon
        request of any party-in-interest or the Clerk; and

    (f) other services as may be requested by the Clerk's Office
        or the Trust in connection with processing claims,
        providing notice to known creditors, and solicitation and
        balloting activities.

CPT's fees will be treated as administrative expenses and will be
paid in the ordinary course of business, based on its hourly
rates:

    Clerical                                         $45
    Supervisor/Project Manager                       $75
    Programming/Customs Application Development     $125
    Bankruptcy Analyst                              $180
    Schedule Preparation                            $200
    Principals                                      $250

Maria Aprile Sawczuk, regional manager of the East Coast Division
of CPT Group, Inc., affirms that CPT does not hold nor represent
any interest adverse to the estate.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ANCHOR GLASS: Encore Glass Says Disclosure Statement Lacks Info
---------------------------------------------------------------
Encore Glass, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Florida to deny approval of the Disclosure Statement
explaining Anchor Glass Container Corporation's Plan of
Reorganization.

Encore Glass filed a proof of claim for $6,102,913, in the
Debtor's bankruptcy case in 2002.

An appeal with regards to Encore's claim is still pending with the
United States District Court for the Middle District of Florida.  

On August 8, 2005, while the Appeal was still pending, the Debtor
filed their third bankruptcy.

Immediately, Encore filed a proof of claim in the Debtor's current
bankruptcy case, with the contention that the claim, if allowed,
must be paid in full in accordance with the treatment of other
unsecured creditors in the previous case.

Encore objects to the Disclosure Statement because it does not
contain a discussion of its claim and the pending appeal, and the
treatment the Claim will receive if its appeal is successful.  Nor
does the Disclosure Statement mention the position Encore has
taken with respect to the claim filed in the current case.

Without that information, Lori V. Vaughn, Esq., at Foley & Lardner
LLP, in Tampa, Florida, asserts, Encore and other creditors will
be unable to make an informed decision on the Debtor's Plan of
Reorganization.

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: Gets Court OK to Tap Schulte Roth as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to employ Schulte
Roth & Zabel LLP as its special litigation counsel.

As reported in the Troubled Company Reporter on Jan. 6, 2006,
Schulte Roth will represent the Debtor in the appeal of an
adversary proceeding filed by Vincent J. Naimoli, Anchor Glass'
former chief executive officer, before the United State Bankruptcy
Court for the Middle District of Florida in December 2003.

The Adversary Proceeding mainly involved claims for breach of
fiduciary duty pursuant to the Employee Retirement Income Security
Act of 1974.  Mr. Naimoli named the Debtor, two former
administrative committees of the Debtor's pension plans and
several officers and employees of the Debtor as defendants.

On June 3, 2005, the Bankruptcy Court dismissed the Naimoli
Complaint.  The case is currently on appeal to the United States
District Court for the Middle District of Florida.  The appeal
was placed on the District Court's docket on December 16, 2005.

The Debtor will pay Schulte Roth for services rendered at its
customary hourly rates:

         Partners                   $530 to $775
         Special Counsel            $520
         Associates                 $205 to $515
         Legal Assistant            $135 to $260

Schulte Roth is a full service law firm of approximately 410
lawyers with practice in the areas of, among others, corporate,
tax, litigation, employment and employee benefits.

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: Wants to Assume OCI Chemical Supply Contract
----------------------------------------------------------
Anchor Glass Container Corporation asks permission from the U.S.
Bankruptcy Court for the Middle District of Florida to assume a
supply contract with OCI Chemical Corporation and cure existing
monetary defaults.

OCI Chemical Corporation is the primary supplier of soda ash to
Anchor Glass Container Corporation.  Although OCI Chemical has
purported to terminate their Contract, to date, OCI Chemical
continues to supply the Debtor with soda ash.

As reported in the Troubled Company Reporter on Dec. 16, 2006, OCI
asked the Bankruptcy Court to lift the automatic stay so it can
terminate the contract with the Debtor.

The Sales Contract provides that if the Debtor is in default of
the Sales Contract, OCI had the option to decline further
performance of the Contract.  On Aug. 9, 2005, OCI informed the
Debtor through a letter that they are declining further
performance of the Sales Contract due to the Debtor's numerous and
repeated payment defaults.

                       New Contract Terms

The Debtor and OCI have compromised and made changes to the
Contract to provide better terms and payments.

As cure to existing monetary defaults, the Parties agreed that
Anchor Glass will pay $1,309,242 upon the Court's approval of the
compromise and two equal payments of $654,621 on February 1 and
15, 2006.

The "prepay and add" shipment terms will be discontinued and new
arrangements will apply to the shipping of product.

Upon receipt of the $1,309,242 payment, OCI Chemical will extend
15 days credit terms to Anchor Glass.  Upon receipt of the two
remaining cure payments, OCI will extend 30-day credit terms from
shipment of soda ash from Green River, Wyoming, per contract, up
to a maximum of $2,618,483.  Should Anchor Glass breach the terms
of the Amended Contract, OCI Chemical will have all rights to
demand cash in advance of shipment.

The compromise also contemplates that Anchor Glass would receive
a $840,000 rebate at the end of the term of the Contract.  If
Anchor Glass performs all of its future obligations under the
Amended Contract, then OCI Chemical will waive all breaches of
the Contract before the assumption.  Anchor Glass accepts and
will pay demurrage charges when not caused by OCI Chemical.

In addition, OCI Chemical is allowed a $266,398 unsecured claim.

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)


ATA AIRLINES: C8 Airlines Files Ch. 11 Plan & Disclosure Statement
------------------------------------------------------------------
C8 Airlines, Inc., formerly known as Chicago Express Airlines,
Inc., delivered to the U.S. Bankruptcy Court for the Southern
District of Indiana a Disclosure Statement explaining its Plan of
Liquidation yesterday, January 31, 2006.

If the Plan is confirmed, following closing of the chapter 11
case, C8 Airlines will be administratively dissolved pursuant to
the laws of the State of Georgia.

On and after the Confirmation Date, and subject to the Effective
Date, the Debtor may, without further Bankruptcy Court approval:

    (1) use, sell, assign, transfer, abandon or otherwise dispose
        of at a public or private sale its remaining assets, if
        any, for the purpose of liquidating and converting those
        assets into cash, making distributions and fully
        consummating the Plan; and

    (2) settle and compromises any Avoidance Claim or Retained
        Action.

C8 Airlines will provide five business days' prior written notice
to the Creditors' Committee of any use, sale, assignment,
transfer, or other disposal of the Debtor's assets.

                      Assets and Liabilities

As of December 31, 2005, the Debtor holds cash and cash
equivalents in the approximate amount of $1.7 million.

The Debtor believes it will have sufficient funds to pay Allowed
Administrative Claims, Allowed Priority Tax Claims and Allowed
Professional Fee Claims.  It is not expected that, after paying
those claims, the Debtor will have sufficient funds to pay ATA
Airlines Inc.'s $8.4 million Administrative Claim in full.  The
ATA Administrative Claim represents C8 Airlines' indebtedness to
ATA for postpetition advances made by ATA to or on behalf of the
Debtor during the Chapter 11 Case.

Despite having insufficient funds to pay the ATA Administrative
Claim in full, the Plan, based on the agreement of ATA, proposes
to pay Allowed General Unsecured Claims on a pro rata basis a
total of the lesser of: (1) $1,000,000; or (ii) one half of
amounts (net of attorneys' and other professionals' fees and
expenses) recovered through Avoidance Claims.

The Debtor's outstanding prepetition indebtedness is more than
$340 million.

The Debtor and Creditors' Committee estimate that, as of Jan. 31,
2006:

    -- Priority Tax Claims will approximate $132,000,

    -- Administrative Claims will fall in the range of
       approximately $429,000 to $1.2 million,

    -- Other Priority Claims will not exceed $30,000, and

    -- General Unsecured Claims will be not more than
       approximately $340 million.

                 Treatment of Claims and Interests

Specifically, under the Plan:

    (1) Unclassified Claims

        * Administrative Claims will be paid in Cash in full but
          without interest.

        * Priority Tax Claims will be paid in full in Cash, but
          without interest.

        * Professional Fee Claims will be paid in Cash.

    (2) Claims and Interests

        * Allowed Class 1 Other Priority Claims will be paid in
          full from the Available Cash to the full extent
          permitted under Section 507(a) of the Bankruptcy Code,
          but without interest.

        * Allowed Class 2 General Unsecured Claims will be paid
          pro rata from the Preference Recovery Pool to the
          full extent permitted under Section 507(a) of the
          Bankruptcy Code, but without interest.

        * Holders of Class 3 Equity Interests will not receive
          anything.  The Equity Interests will be cancelled on the
          date the Chapter 11 Case is closed.

                         Best Interest Test

The Debtor believes that if its Plan of Liquidation is not
confirmed, it is likely that holders of Allowed General Unsecured
Claims will receive no distribution under a chapter 7 liquidation.

In addition, the distributions to creditors could be materially
reduced by additional fees and other costs associated with
extended proceedings to propose and confirm an alternative
chapter 11 Plan, or if the case were converted to chapter 7, a
chapter 7 liquidation.

C8 Airlines asserts that the Plan offers the best prospects of
recovery for the holders of Claims against and Interests in the
Debtor and recommends that holders of Claims and Interests vote to
accept the Plan.

A full-text copy of C8 Airlines' Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?4e2

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)


AURA SYSTEMS: Emerges from Bankruptcy Protection
------------------------------------------------
Aura Systems, Inc. (Pinks Sheets:AUSI) emerged from Chapter 11
proceedings.  The Company's new cusip number is 051526200 and its
new trading symbol is AUSI.PK.

The recapitalized Company will have approximately 22,600,000
common shares outstanding and no preferred shares.  In accordance
with the reorganization plan that has been confirmed by the
bankruptcy court and became effective on Jan. 31, 2006, each
stockholder of old Aura common stock will receive one new share
for every 338 old shares.  No fractional shares will be issued and
the new shares issued will be rounded down to the nearest whole
share.  Therefore, stockholders will have to own a minimum of 338
old common shares in order to receive one new share, and a minimum
of 676 old common shares in order to receive two shares.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)   
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AVITAR: Losses & Deficits Spur BDO Seidman's Going Concern Doubt
----------------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about Avitar, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended
Sept. 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and working capital and
stockholder deficits as of Sept. 30, 2005.

Avitar incurred a $2,433,000 net loss for the year ended
Sept. 30, 2005, compared with net loss of $2,412,000, for the
year ended Sept. 30, 2004.  The fiscal 2005 net loss reflects:

     -- increases in operating costs of $1,657,000 related
        primarily to increased cost of sales associated with
        higher revenues;

     -- the continuation of the Company's enhanced ORALscreen(R)
        sales and marketing program that began in the latter part
        of fiscal 2004; and
  
     -- goodwill impairment for the BJR Security acquisition.

For the fiscal year ended Sept. 30, 2005, Avitar reported revenues
of $4,509,000 from continuing operations compared to $4,049,000 of
revenues from continuing operations in the prior year.

The Company's balance sheet at Sept. 30, 2005, showed $2,427,608
in total assets liabilities of $3,688,285 and redeemable
convertible preferred stock of 3,345,000, resulting in a
stockholders' deficit of $4,605,677.  At Sept. 30, 2005, the
Company had a working capital deficit of $799,349.

Peter P. Phildius, Chairman and CEO commented, "The $140 billion
of costs incurred annually by U.S. industry due to drug use by
employees is an enormous unaddressed problem for which our
technology offers the most viable solution.  As the first mover in
this space, our challenge has been, and continues to be, to
communicate our compelling value proposition to the marketplace.
During Fiscal 2005 we have made significant strides in this
effort."

Mr. Phildius continued, "Through a series of marketing initiatives
including webinars, internet based marketing programs, and journal
articles, to name a few, we have been able to enhance the
awareness and acceptability of oral fluid technology.  We are
expanding our direct sales organization and are securing
additional channel partners, both in the U.S. and internationally,
to increase our market penetration.  In addition, we continue to
develop additional product offerings, including a lab-based oral
test, as well as initiating development of software solutions, to
more fully offer our customers the total business solution for
their employee drug use problem."

Avitar, Inc. -- http://www.avitarinc.com/-- develops,  
manufactures and markets innovative and proprietary medical
products.  Their field includes the oral fluid diagnostic market,
the disease and clinical testing market, and customized
polyurethane applications used in the wound dressing industry.  
Avitar manufactures ORALscreen(R), the world's first non-invasive,
rapid, onsite oral fluid test for drugs-of-abuse, as well as
HYDRASORB(R), an absorbent topical dressing for moderate to heavy
exudating wounds.  Avitar is also developing diagnostic strategies  
for disease and clinical testing in the estimated $25 billion in-
vitro diagnostics market.  Conditions targeted include influenza,  
diabetes, and pregnancy.


BABCOCK & WILCOX: District Court Confirms Joint Chapter 11 Plan
---------------------------------------------------------------
The Hon. Sarah S. Vance of the United States District Court for
the Eastern District of Louisiana confirmed the Joint Plan of
Reorganization filed by Babcock & Wilcox Company and its
debtor-affiliates.  Judge Vance confirmed the Debtors' Joint Plan
on  Jan. 18, 2006, as recommended by the United States Bankruptcy
Court for the Eastern District of Louisiana.  Entry of the
confirmation order by the District Court bulletproofs the
asbestos-related channeling order and injunction provisions that
underpin the Debtors' plan in accordance with 11 U.S.C. Sec.
524(g)(3)(A).

On Dec. 28, 2005, the Hon. Jerry A. Brown of the Bankruptcy Court
for the Eastern District of Louisiana issued his findings of fact,
conclusions of law and recommendation in favor of confirmation of
the Debtors' Joint Plan and the associated proposed settlement
agreement.

The associated settlement agreement under the Plan, known as the
Citgo Settlement, is between McDermott, B&W, Citgo Petroleum
Corporation, PDV Midwest Refining, L.L.C. and certain insurers as
parties.

                        Citgo Settlement

Under the Citgo Settlement, B&W will pay the plaintiffs
$7.5 million on the effective date of the Plan, the parties agree
to limit B&W's maximum uninsured exposure to $50 million, in the
aggregate, and all claims against McDermott will be released.  To
receive any monies beyond the $7.5 million payment, the plaintiffs
must obtain a judgment against B&W in excess of $250 million, and
that excess amount must be completely uncollectible from B&W's
insurers or its insurance broker.  

Should that $250 million or greater judgment be obtained, but
amounts are collected from B&W's insurers or brokers in excess of
$250 million, B&W will have the opportunity to obtain
reimbursement of up to $5 million.  

B&W explains that the Citgo Settlement creates a range of recovery
for the plaintiffs against the estate with a $2.5 million floor
and a $50 million cap.  

                         February 22

Remaining items required for the Plan to become effective
include receiving McDermott's shareholder approval, obtaining
exit financing for B&W and the completion of certain other
conditions by February 22, 2006, the effective date deadline
under the Plan.

Headquartered in New Orleans, Louisiana, Babcock & Wilcox Company
is a wholly owned subsidiary McDermott International, Inc., a
leading worldwide energy services company. Babcock & Wilcox filed
for bankruptcy as a result of asbestos-related claims.  The
Company together with its debtor-affiliates, filed for chapter 11
protection on February 22, 2000 (Bankr. E.D. La. Case No. 00-
10992).  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., represents the debtors in their
restructuring efforts.

Since February 2000, B&W has continued to be managed by McDermott;
however its results of operations have been deconsolidated from
McDermott's financial statements.  The Company wrote off its
remaining investment in B&W of $224.7 million during the second
quarter of 2002.

Headquartered in New Orleans, Louisiana, McDermott International,
Inc. -- http://www.mcdermott.com/-- is a leading worldwide energy   
services company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

For the year ended Dec. 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended Dec. 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  At Aug. 24,
2005, B&W had unrestricted cash & cash equivalents of
$352 million.


BEAR STEARNS: Moody's Rates Class M-9 Sub. Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
notes issued by Bear Stearns Asset Backed Securities I Trust
2006-PC1, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by People's Choice Home Loans, Inc.
originated adjustable-rate (71.86%) and fixed-rate (28.14%)
subprime mortgage loans.  The ratings are based primarily on:

   * the credit quality of the loans,

   * subordination,

   * overcollateralization,

   * excess spread,

   * an interest rate swap agreement, and

   * a yield maintenance agreement entered into for the benefit of
     the noteholders.

Moody's expects collateral losses to range from 5.70% to 6.20%.

EMC Mortgage Corporation will act as a master servicer.  Moody's
assigned EMC Mortgage Corporation its top servicer rating (SQ1) as
a primary servicer of subprime loans.

The complete rating actions are:

Issuer: Bear Stearns Asset Backed Securities I Trust 2006-PC1

Securities: Asset-Backed Certificates, Series 2006-PC1

    * Class A-1, Assigned Aaa
    * Class A-2, Assigned Aaa
    * Class A-3, Assigned Aaa
    * Class M-1, Assigned Aa1
    * Class M-2, Assigned Aa2
    * Class M-3, Assigned Aa3
    * Class M-4, Assigned A2
    * Class M-5, Assigned A3
    * Class M-6, Assigned Baa1
    * Class M-7, Assigned Baa2
    * Class M-8, Assigned Baa3
    * Class M-9, Assigned Ba1


BEVERLY ENTERPRISES: Plans to Redeem Sr. Sub. Notes for $241.17M
----------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV), has given a conditional
notice of redemption to holders of its 7-7/8% Senior Subordinated
Notes Due 2014.

Under the indenture governing the Notes, the redemption price will
be the greater of:

   (a) 100% of the principal amount of the Notes; and

   (b) the sum of the present values of what's left to be paid on
       the Notes from the redemption date to June 15, 2009,
       discounted at the applicable treasury rate to the
       redemption date plus, in either case, accrued and unpaid
       interest up to but not including the redemption date.

Assuming the applicable Treasury Rate on the redemption date is
the same as on the date of the notice given to holders, the
redemption price for the $215,000,000 aggregate principal amount
of the Notes outstanding would be $241,166,365.32, or
approximately $1,121.70 per $1,000 principal amount.

The Company will publicize the actual redemption price once it has
been determined in accordance with the indenture.

The redemption is subject to satisfaction of these conditions
precedent on the business day immediately preceding the redemption
date:

   (1) the consummation of the merger of PSC Sub, Inc., with the
       Company; and

   (2) the discharge of the indenture as to all Notes.

The redemption date is March 1, 2006, assuming all conditions for
redemption have been satisfied by February 28, 2006.  If the
conditions for redemption have not been satisfied by February 28,
2006, then the redemption date for the Notes will be on the
business day immediately following the day on which all conditions
for redemption have been satisfied, but not later than July 3,
2006.  If the Notes have not been redeemed by July 3, 2006, then
the conditional notice of redemption will expire and the Notes
will not be redeemed.

Beverly Enterprises, Inc., and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States.  At July 31, 2005, BEI operated 345 skilled nursing
facilities, as well as 18 assisted living centers, and 64
hospice and home care centers.  Through Aegis Therapies, the
company offers rehabilitative services on a contract basis to
nursing facilities operated by other care providers.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on Beverly
Enterprises Inc. on CreditWatch with negative implications.  The
CreditWatch listing reflects the announcement that Beverly's board
of directors has voted to sell the company through an auction
process.  This is in response to the possibility that an investor
group, the Whitman/Appaloosa group, may take control of the
company if it is successful at the upcoming board elections at the
company's shareholder meeting in April.  The CreditWatch listing
reflects the apparent likelihood that a sale of the company will
take place.  Regardless of who acquires Beverly, it is likely that
the company's credit profile will weaken.

As reported in the Troubled Company Reporter, on June 16, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to
Beverly's the $225 million senior subordinated notes due 2014.
The existing ratings on the company were affirmed.  The company's
bank facility, which is rated 'BB', or one notch above the 'BB-'
corporate credit rating, has been assigned a recovery rating of
'1'.

As reported in the Troubled Company Reporter on Mar. 28, 2005,
Moody's Investors Service affirmed the ratings of Beverly
Enterprises, Inc., and changed the outlook to developing.  This
action follows the announcement by Beverly that its Board of
Directors voted unanimously to pursue the sale of the company
through an auction process.  This announcement follows the
expression of interest from and ensuing proxy battle with the
Whitman/Appaloosa investor group.

These ratings were affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B1

   * $90 million senior secured revolving credit facility
     due 2007, Ba3

   * $135 million senior secured term loan B due 2008, rated Ba3

   * $215 million 7.875% senior subordinated notes due 2014,
     rated B2

   * $115 million 2.75% convertible subordinated notes, rated B2

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Fitch Ratings has placed Beverly Enterprises, Inc., on Rating
Watch Evolving.  Beverly's Board of Directors announced they were
putting the company up for sale.  Beverly is currently in the
midst of a Proxy contest with a group led by Formation Capital,
LLC, which includes a host of investors that have collectively
acquired 8.1% of BEV common shares.  Formation has provided an
indication of interest of $11.50 per share of BEV common stock, or
approximately $1.8 billion.

Fitch's ratings on Beverly affected by this action include:

        -- Secured bank facility 'BB';
        -- Senior unsecured debt (indicative) 'BB-';
        -- Senior secured subordinated notes 'B+';
        -- Senior subordinated convertible notes 'B+'.


BOOTIE BEER: Inks Private Sale of 10M Shares to European Investors
------------------------------------------------------------------
Bootie Beer Corporation (OTC Bulletin Board: BTIB) entered into a
private investment agreement with a European investment group for
the purchase of 10 million shares of stock issued by the Company
pursuant to Regulation S, which are rules governing offers and
sales made outside the U.S.  The Company expects to close on the
sale by the end of February 2006.

"The investment agreement and financial relationship is an
exciting and positive step towards achieving the Company's
business model objectives and enhancing shareholder equity.  The
European investment group is a big endorser of the Bootie Beer
business model, resulting in indications of follow-on financing to
support our growth strategy," stated Tania M. Torruella, CEO of
Bootie Beer Corporation.

Bootie Beer and Bootie Light are being enthusiastically received
by beer wholesalers and retailers across the country, resulting in
acquisition of significant contract distribution agreements.  
According to Paul Beleckas, President of Bootie Beer Corporation,
distributors and retailers are making financial and human resource
commitments to the promotion and shelf placement of Bootie Brands.
As a result, the Company intends to support their distributor and
retailer efforts, by allocating much of the proceeds to
advertising and marketing to increase consumer demand and revenues
in their territory.

Headquartered in Winter Park, Florida, Bootie Beer Corporation --
http://www.bootiebeer.com/-- conducts its brewing and packaging  
operation in La Crosse, Wisconsin.  Bootie Beer and Bootie Light
compete in the premium beer and premium light beer category.  
Bootie Brands are brewed with fresh, all-natural ingredients, the
finest hops and grains, and ultra-pure local artesian water drawn
from the deep Wisconsin wells.  The result of the high-quality
brewing processes gives Bootie Beer a full-body, smooth lager
taste.  Bootie Light is seriously light with only 2.6
carbohydrates and 95 calories resulting in a refreshing, crisp
light-body beer.  Bootie Brands have an outstanding mainstream
beer taste and are brewed with uncompromised quality.

At Sept. 30, 2005, Bootie Beer Corp.'s balance sheet showed a
stockholders' deficit of $$4.6 million, compared to a $1.7 million
deficit at Dec. 31, 2004.


BRITISH AMERICAN: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: British American Properties Alexandria, LLC
        422 Pinewold Drive
        Houston, Texas 77056

Bankruptcy Case No.: 06-80051

Chapter 11 Petition Date: January 31, 2006

Court: Western District of Louisiana

Judge: Henley A. Hunter

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Jill Ann Hrivnak, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, L.L.C.
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, Louisiana 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
City of Alexandria                    $90,052
Utility Department
P.O. Box 8618
Alexandria, LA 71306

Crawford Lewis, PLLC                  $39,617
P.O. Box 3656
Baton Rouge, LA 70821

AT&T                                  $12,320
P.O. Box 830018
Baltimore, MD 21283-0018

American Hotel Register Co.           $10,877
P.O. Box 94150
Palatine, IL 60094-4150

The Home Depot                         $3,755

AV Express                             $3,326

Bell South                             $2,761

Sayes Office Supply                    $2,744

Coca-Cola Enterprises                  $2,646

Cox Cable                              $2,456

IESI                                   $2,415

Rapides Regional Med. Center           $2,412

Phillips Sign Service, Inc.            $2,350

Aramark Uniform Services               $2,006

Schindler Elevator Company             $1,552

Rapides Air                            $1,527

Auto-Chlor                             $1,469

LA Occupational                        $1,360

Emerg Grp of Rapides LLC               $1,262


CALPINE CORP: Plans to Cut 300 Positions under Restructuring Plan
-----------------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) reported the initial
steps of a comprehensive program designed to "stabilize, improve
and strengthen" the company's core power generation business and
its financial health.  This program will help to ensure that
Calpine will emerge from its Chapter 11 restructuring as a
profitable, stronger and more competitive power company.

Beginning Feb. 1, 2006, Calpine is reducing activities and
curtailing expenditures in certain non-core areas and business
units, resulting in a staff reduction of approximately 300
positions.  Combined with other cost reduction measures, including
the closure of non-core offices, these actions are expected to
reduce annual operating costs by approximately $50 million,
enhancing the company's financial and liquidity positions.

Robert P. May, Calpine's Chief Executive Officer, stated, "This
announcement represents an important step toward Calpine's
successful restructuring and a new beginning for our company.  And
it starts with a renewed focus on what Calpine does best -- power
generation.

"Calpine has one of the largest, cleanest and most fuel-efficient
power plant fleets in the industry, and we are experienced in
every aspect of power generation," added Mr. May.  "It is clear,
however, that our business must change to reflect today's energy
marketplace, and we must bring our operating and cost structures
in line with this new reality."

Calpine's cost reduction activities return the company's efforts
to its core North American power generation business.  The areas
of its business that will be immediately impacted by this program
include:

     * Business Development:  The company is limiting its new
       business development activities and is focusing ongoing
       efforts on maximizing the value of its advanced development
       opportunities, including projects with long-term power
       contracts or in advanced contract negotiations.  The
       company will look to sell select development projects and
       will continue to evaluate existing petroleum coke
       development in Texas.

     * Construction:  Calpine is completing construction projects
       with long-term power sales commitments and is exploring the
       opportunity to sell this business unit.  The company
       continues to evaluate those projects without long-term
       power sales agreements.

     * Power Services:  The company is discontinuing all new
       business activity for Calpine Power Services and will
       complete its service obligations under existing contracts.

     * Marketing and Sales:  Calpine is evaluating its future
       participation in power markets to determine the right
       balance between short-term, long-term and tolling contracts
       for the sale of its generation.  Until then, the company is
       curtailing its retail power sales efforts to administering
       current contracts and is limiting long-term power
       contracting efforts for its existing generation.

     * Thomassen Turbine Systems:  In keeping with its focus on
       the North American power generation sector, Calpine has
       determined that TTS is not a core business for Calpine and
       every effort will be made to sell this company to a third
       party.

"We have started developing a new business plan, beginning with a
top-to-bottom review of our power assets, business units and
markets where we are active," continued Mr. May.  "Our goal is to
provide near-term results, while positioning Calpine for
profitable growth.  This business plan will be a roadmap for
Calpine's future and will ultimately serve as the foundation for
our Plan of Reorganization.  We have set an aggressive timeline to
strengthen our business, our capital structure and our competitive
position.  Throughout this process, we will continue to work
closely with our creditors, the Court and other stakeholders to
emerge from Chapter 11 as soon as possible."

Full-text copies of Court documents and other general information
about the Chapter 11 cases are available at no charge at
http://www.kccllc.net/calpine

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with   
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.


CALPINE CORP: Utilities Who Ask Receive Two-Week Security Deposits
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York put his final stamp of approval
on Calpine Corp.'s proposal to provide Utility Providers who ask
for security deposits with deposits equal to two weeks' of average
utility service to comply with the adequate assurance of payment
requirements under Section 366 of the Bankruptcy Code.

Uninterrupted utility services are essential to Calpine's ongoing
operations and to the success of the Debtors' reorganization,
Richard M. Cieri, Esq., at Kirkland and Ellis, LLP, in New York,
told Judge Lifland.  Should the Utility Providers refuse or
discontinue service, even briefly, Calpine Corporation's business
operations would be severely disrupted, jeopardizing the Debtors'
reorganization efforts.

All Utility Providers are deemed, by virtue of the availability
of the Adequate Assurance Deposit and the Adequate Assurance
Procedures, to have received adequate assurance of payment and
are enjoined from ceasing performance based on adequate assurance
of payment related issues pending any Determination Hearing that
may be conducted.

To the extent that any Utility Provider believes that the
Two-Week Deposit and the Adequate Assurance Procedures authorizing
those deposits do not constitute satisfactory adequate assurance
of payment within the meaning of Section 366(c)(2), the Court,
after a proper notice and hearing, may order the modification of
the amount of any adequate assurance of payment demand made by any
Utility Provider.

The Debtors are authorized, with the consent of the Official
Committee of Unsecured Creditors, to amend the Utility Service
List to add or delete any Utility Provider.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with  
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities. (Calpine Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Court to Okay Interim Compensation Procedures
-----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to establish uniform procedures for the compensation
and reimbursement of court-approved professionals on a monthly
basis.

Specifically, the Debtors propose that:

   (a) On or before the 30th day of each month after the month
       for which compensation is sought, each Professional
       seeking compensation will serve a monthly statement, by
       hand or overnight delivery, on:

          * the Debtors,

          * the Debtors' counsel,

          * the attorneys for any committees appointed by the
            U.S. Trustee; and

          * the U.S. Trustee.

   (b) Each Monthly Fee Statement must contain a list of the
       individuals and their titles, who provided services during
       the statement period, their billing rates, the aggregate
       hours spent by each individual, a reasonably detailed
       breakdown of the disbursements incurred and
       contemporaneously maintained time entries for each
       individual in increments of tenths of an hour;

   (c) Each person receiving a Fee Statement will have 15 days
       after receipt to review it.  In the event a person has an
       objection to a Fee Statement, he will serve on the
       Professional whose statement is objected to, and the
       Notice Parties, a written notice of objection statement
       setting forth the nature of the objection and the amount
       of fees or expenses at issue, no later than 35 days after
       the end of the month for which compensation is sought,;

   (d) At the expiration of the 35-day period, the Debtors will
       promptly pay 80% of the undisputed fees and 100% of the
       undisputed expenses identified in each Monthly Statement
       to which no objection has been served;

   (e) If the Debtors receive an objection to a particular fee
       statement, they will withhold payment on that portion of
       the fee statement to which the objection is directed and
       promptly pay the remainder of the fees and disbursements
       in percentages set forth;

   (f) If the parties to an objection are able to resolve their
       dispute after the service of Notice of Objection to Fee
       Statement, and if the party whose statement was objected
       to serves on the Notice Parties a statement indicating
       that the objection is withdrawn and describing in detail
       the terms of the resolution, then the Debtors will
       promptly pay that portion of the fees statement which is
       no longer subject to an objection;

   (g) Every 120 days, but no more than every 150 days, each of
       the professionals will serve and file with the Court an
       application for interim or final Court approval and
       allowance, of the compensation and reimbursement of
       expenses requested;

   (h) Any Professional who fails to file an application seeking
       approval of compensation and expenses previously paid when
       due will be ineligible to receive further monthly payments
       of fees or expenses until further Court order, and may be
       required to disgorge any fees paid since retention or the
       last fee application, whichever is later; and

   (i) If a Committee is appointed, the attorneys for the
       Committee may, in accordance with the foregoing procedure
       for monthly compensation and reimbursement of   
       Professionals, collect and submit statements of expenses,
       excluding individual committee members' counsel expenses,
       with supporting evidence of payment, from members of the
       Committee he represents.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells that Court that the proposed procedures will enable the
Debtors to:

   -- monitor closely costs of administration;

   -- maintain a level cash flow availability; and

   -- implement efficient cash management procedures.

Moreover, the Debtors will allow the Court and key parties-in-
interest to insure the reasonableness and necessity of the
compensation and reimbursement sought pursuant to the procedures.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with  
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CANAL CAPITAL: Todman & Co. Raises Going Concern Doubt Over Losses
------------------------------------------------------------------
Todman & Co., CPAs, PC, expressed substantial doubt about Canal
Capital Corporation's ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended Oct. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations and substantial pension
plan obligations.

The Company's auditors can be reached at:

          Todman & Co., CPAs, PC
          120 Broadway Suite 3660
          New York, New York 10271
          Phone: (212) 962-5930

                    Fiscal Year 2005 Results

Canal Capital recognized a $700,000 net income for the year ended
Oct. 31, 2005, as compared to the fiscal year 2004 net loss of
$600,000.

Revenues from continuing operations consist of revenues from the
Company's real estate and stockyard operations.  Revenues in 2005
increased by $2.3 million to $6.5 million as compared with
$4.2 million of revenues in fiscal 2004.  The increase in revenues
in fiscal 2005 is due primarily to the $2.5 million increase in
sales of real estate.  

Canal Capital's balance sheet at Oct. 31, 2005, showed
$5.8 million in total assets and liabilities of $4 million.  At
Oct. 31, 2005, the Company had working capital of approximately
$100,000.  However, it also had a $13.3 million accumulated
deficit at Oct. 31, 2005.

                          Pension Plans

Canal Capital has a defined benefit pension plan covering
substantially all of its salaried employees.  The Company's
funding policy is to contribute the amount that can be deducted
for federal income tax purposes.  Accordingly, the Company has
made contributions of approximately $399,000 for fiscal 2005,
$237,000 for fiscal 2004 and $0 for fiscal 2003.

The accumulated benefit obligation for the pension plan was
$1.7 million and $1.8 million at Oct. 31, 2005 and 2004.

Canal Capital Corporation is engaged in two distinct businesses --
stockyard and real estate operations.

Canal operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.  The Company's
stockyards provide all services and facilities required to operate
an independent market for the sale of livestock, including
veterinary facilities, auction arenas, auctioneers, weigh masters
and  scales, feed and bedding, and security personnel.

Canal holds property for development or resale consisting of
approximately 31 acres of undeveloped land located in the Midwest.  
The Company constantly evaluates proposals received for the
purchase, leasing or development of this asset.  Substantially all
of Canal's real property is pledged as collateral for its debt
obligations.


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

Bankruptcy Case No.: 06-10173

Type of Business: The Debtor owns and operates a grocery store.

Chapter 11 Petition Date: January 27, 2006

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Andrew M. Osborne, Esq.
                  Osborne & Fonte
                  20 Eastbrook Road, Suite 304
                  Dedham, Massachusetts 02026
                  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              $50,000
White Rose Division              objections to
380 Middlesex Avenue             rejection of lease
Carteret, NJ 07008

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

NSTAR                            Utilities                 $400
One NSTAR Way
Westwood, MA 02090

Keyspan Energy Delivery          Utilities                 $300
P.O. Box 4300
Woburn, MA 01888

A1 Exterminators                 Services                  $200
101 Shephard Street
Lynn, MA 01902-4597


CATHOLIC CHURCH: Court Okays Marianist Settlement Pact in Tucson
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the Diocese of Tucson to enter into, and perform its obligations
under, the settlement agreement with the Marianist Province of the
United States.

All claims between the Marianist Province and the Diocese will be
released, Judge Marlar rules.

The Marianist Province will also be treated as a Participating
Third Party and a Released Party under the Diocese's Plan of
Reorganization and Confirmation Order.

As previously reported in the Troubled Company Reporter on
Jan. 3, 2006, the Diocese asked the Court to approve separate
settlements with the Marianist Province, and the Diocese of
Phoenix and its 38 parishes.

                      Marianist Settlement

The Society of Mary is an international religious order of
brothers and priests.  More than 600 Marianist Province serve in
the Province of the United States, which includes Eastern Africa,
India, Ireland, Mexico, and Puerto Rico.  Marianist Province
priests and brothers have served in the Tucson Diocese.

According to Susan G. Boswell, Esq., at Quarles & Brady Streich
Lang LLP, in Tucson, Arizona, the Tucson Diocese and the
Marianist Province have disputes over claims for indemnity and
contribution related to alleged tort claims against the Diocese
and co-defendants, including claims that the Marianist Province
are liable for allegations involving sexual abuse by Marianist
Province priests or brothers, working in the Tucson Diocese.  The
Tucson Diocese and the Marianist Province are co-defendants in
certain litigation involving sexual abuse.

The Marianist Settlement provides that in consideration of being
treated as a Participating Third Party and a Released Party under
Tucson's Plan of Reorganization, the Marianist Province agree to
contribute $10,000 to the Settlement Trust Fund.

The Tucson Diocese and the Marianist Province also exchange mutual
releases.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 51
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CDEX INC: James Griffin Replaces Malcolm Philips as CEO
-------------------------------------------------------
CDEX Inc. named James O. Griffin as the Company's Chief Executive
Officer, effective Jan. 1, 2006.  Mr. Griffin, who joined CDEX in
2005 as Chief Operating Officer, succeeds Malcolm H. Philips, who
will continue as Chairman of the CDEX Board.

Mr. Griffin, who has an extensive background in developing
technology companies in the security industry, will lead the CDEX
expansion of its product suite, the company's entrance into new
markets, and the establishment of funding initiatives.

Under Mr. Griffin's leadership, CDEX will begin implementation of
its growth strategy that includes enlarging the company's
intellectual property portfolio, expanding research and
development capabilities, accelerating the development and launch
of new products, expansion of sales channels, entering selected
international markets, setting up strategic business alliances for
product development, manufacturing, and service and raising
capital for the acquisition of new technologies.

                       Going Concern Doubt

Aronson & Company expressed substantial doubt about CDEX Inc.'s  
ability to continue as a going concern after it audited the  
Company's financial statements for the fiscal years ended  
Oct. 31, 2005 and 2004.  The auditing firm pointed to the  
Company's recurring net losses, insufficient working capital, lack  
of committed borrowing arrangements and an accumulated deficit in  
excess of $19 million as of Oct. 31, 2005.

                         About CDEX Inc.

CDEX Inc. -- http://www.cdex-inc.com/and http://www.valimed.com/  
-- is a technology development company with a current focus on  
developing and marketing products using chemical detection and  
validation technologies.  At present, CDEX is devoting its  
resources to two distinct areas: (i) identification of substances  
of concern (e.g., explosives and illegal drugs for homeland  
security); and (ii) validation of substances for anti-
counterfeiting, brand protection and quality assurance (e.g.,  
validation of prescription medication and detection of counterfeit  
or sub-par products for brand protection).  ValiMed is one line of  
CDEX products for the healthcare market.  CDEX is headquartered in  
Rockville, Maryland with its research and development laboratory  
in Tucson, Arizona.   


CHESAPEAKE ENERGY: Moody's Rates $500 Million Add-On Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Chesapeake
Energy's (CHK) $500 million secured natural gas and oil hedging
facility maturing 2010.  Swap counterparties' credit exposure to
CHK arises to the extent oil and natural gas prices exceed the
fixed prices of all swaps in the hedge portfolio.  Notably, such
conditions would also support, and likely increase, the value of
the collateral in the asset market.

Moody's also assigned a Ba2 rating to CHK's add-on offering of
$500 million of 6.5% senior unsecured notes due 2017 and affirmed
its Ba2 corporate family rating and all other existing ratings.

The rating outlook remains stable due to CHK's:

   * scale,

   * diversification,

   * core basin intensification, and

   * pattern of adequately competitive leveraged full-cycle
     returns.

CHK is diversified and now the second largest independent natural
gas producer.  However, the stable outlook assumes post-
acquisition leverage reduction from cash flow or common stock
proceeds by mid-2006.  Leveraged acquisitions before de-leveraging
would impact the outlook and possibly ratings.  Importantly, the
stable outlook also assumes an acceptable outcome to our review of
forthcoming 2005 FAS 69 data to update CHK's:

   1) leveraged full-cycle return and reserve replacement cost
      patterns; and

   2) the quality and unit costs of the underlying volume
      components of CHK's 2005 reserve additions.

In Moody's view, even acquisitions funded 50% with debt and 50%
with common equity would add leverage if the reserves held:

   -- high proportions of non-producing unfunded proven
      undeveloped (PUD);

   -- probable, and possible reserves;

   -- related risks and heavy future drilling and development
      capital needs; and

   -- low proportions of current production and proven developed
      (PD) reserves.

It is by no means certain that CHK will find it convenient to soon
launch sufficient common equity to spread the risks of aggressive
acquisitions and drilling programs fairly across the capital
structure.

CHK does remain able to materially reduce debt with cash flow if
it significantly reduced its acquisition scale and pace.
Furthermore, Moody's estimates that additional material latent
asset value cover of debt is provided by a substantial portfolio
of drilling rigs and a minority position in a contract drilling
company.

Note proceeds will repay bank debt; Moody's estimates roughly $500
million of pro-forma year-end 2005 secured bank debt after funding
recent acquisitions.  The amount of secured debt does not require
notching the unsecured notes under the corporate family rating
though Moody's notes CHK is increasing its secured bank revolver
from $1.25 billion to $2 billion.  Consistent substantial use of
that facility could result in notching the notes.

At this point, Moody's believes that, pro-forma of January 2006
acquisitions:

   * CHK's 2005 unit drillbit finding and development costs rose
     to over $9/boe;

   * all-sources unit reserve replacement costs to over $15/boe;

   * three year average unit reserve replacement costs to roughly
     $13/boe; and

   * total leveraged unit full-cycle costs now is roughly $29/boe.

It appears that adjusted debt divided by PD reserves rose to
roughly $8.40/boe of PD reserves, up from pro-forma $7.40/PD boe
at September 30 last year, and adjusted for 50% of preferred
stock, has risen to $9.40/boe of PD reserves.  The task of
capturing CHK's true underlying performance is complicated by
constant acquisitions.

CHK's over $6.5 billion in up-cycle acquisitions since
Dec. 31, 2003 include large inventories of potential drilling
inventory in a number of new plays still in fairly early stages of
evaluation.  While carrying aggressive leverage, CHK has also
injected the risks and challenges of many new plays and basin
learning curves into its system.  The degree of success will be
indicated by:

   * subsequent sequential quarter organic production trends;

   * reserve replacement costs as updated annually with FAS 69
     data; and

   * resulting ability of cash flow after sustaining capex to
     reduce acquisition debt.

CHK's contends with the leverage and business risks inherent to
its constant outlier drive for step-change growth and capture of
key acreage positions in basins and plays it deems important.  CHK
remains a prime advocate for aggressive growth in this:

   * historic up-cycle in oil and natural gas prices;

   * great sector transition; and

   * historic multiples paid for production and unit costs paid
     for:

     -- PD,
     -- PUD,
     -- probable, and
     -- possible reserves.

To support its ratings, CHK would need to avoid pushing its
profile past a point that could be redressed within 6 months with
cash flow or common equity offerings.

The hedge facility is first secured by roughly 102 million barrels
of oil-equivalent (mmboe) durable U.S. onshore proven oil and gas
reserves, estimated by the agent bank as of Sept. 30, 2005.
Roughly 68% of the collateral in the proven developed producing
(PDP) reserve category, 8.7% in the largely funded proven
developed but non-producing (PDNP) category, and 23.3% in the
largely unfunded PUD category.  Collateral was reduced from 118
mmboe with the agent's release of a portion of collateral to back
CHK's increased secured bank revolver.

The hedge facility requires maintenance of at least 1.3 times
forward present value collateral cover ($650 million) of the full
$500 million facility.  Coverage now exceeds 2 times.  The agent
bank calculates collateral present value.  Moody's confirms that
the agent is using traditional conservative risk adjustments to
the PDNP and PUD reserve categories and using suitably
conservative price forecasts.

CHK recently announced $796 million of oil and natural gas
property acquisitions, containing 44 mmboe in proven reserves,
from seven private firms.  CHK also acquired 13 land drilling rigs
for $150 million currently under contract with other exploration
and production companies.  The oil and gas reserves contain
relatively low components of PD reserves (45% of proven reserves)
and current daily production (9,000 boe/day).  CHK again is paying
a premium for:

   * PD reserves ($40/boe);
   * current daily production ($88,400/boe per day);
   * proven reserves loaded for development capital ($24/boe); and
   * PUD, probable, and possible drilling locations.

CHK reports that:

   * 34% of the properties intensify its current Barnett Shale
     holdings;

   * 34% is in South Texas;

   * 12% is in the Permian Basin;

   * 11% in its core Mid-continent region; and

   * 9% in East Texas.

Credit exposure under the hedge facility is measured by the agent
bank's exposure management model.  As exposures rise to maximum
permitted future exposure, measured to a 95% confidence level, or
two standard deviations of price movement, the agent bank can both
require additional collateral and cessation further hedging
activity.  Te agent bank calculates that CHK can hedge up to a
peak Potential Future Exposure (PFE).  During the fourth quarter
2005 historic surge in natural as prices, the peak actual month-
end mark-to-market exposure under the facility was $233 million at
the end of September and the maximum PFE was $365 million at the
end of December.

Before the reduction in collateral, the agent bank's reserve
engineering and conservative price projections a year-end 2006 net
present value of the collateral, discounted at 9% (PV9), of $1.335
billion.  After the reduction in collateral, the PV9 value of the
hedge was calculated to be $1.175 billion.

Moody's exploration and production company evaluation model
currently supports a Ba2 corporate family rating.  The model
indicates a Baa rating profile for CHK's:

   * PD reserve scale,
   * total reserve scale,
   * production volume scale, and
   * estimated leveraged full-cycle returns (updated soon).

This is offset:

   * by a Ba rating profile for retained cash flow, less
     sustaining capex, coverage of debt;

   * by single B profiles for total unit full-cycle costs, all-
     sources unit reserve replacement costs, and fully burdened
     leverage on total reserves (adjusted debt and proven reserve
     development capex, divided by proven reserves); and

   * by the Caa profile of Debt/boe of PD reserves and preferred
     stock adjusted Debt/boe of PD reserves (granting 50% equity
     credit for CHK's preferreds).

Catalysts for credit accretion, stagnation, or deterioration
remain largely in the degree to which CHK:

   1) can replace and grows production at competitive reserve
      replacement costs and full-cycle cash-on-cash returns; and

   2) funds acquisitions and capital spending with debt.

CHK's internal capital spending budget is diversified across many
onshore basins, plays and play types, several of which have early
stage potential for material growth but come with attendant risk.

Support comes from:

   1) risk mitigation benefit of CHK's comparatively large onshore
      reserve and production scale;

   2) fairly high degree of basin diversification;

   3) learning curve, oilfield services, and cost benefits of
      concentrated operations in four Mid-continent basins that
      may support competitive unit full-cycle costs; and

   4) a durable production base as indicated by an over 8 year PD
      reserve life and large diversified drilling inventory.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CHESAPEAKE KNIFE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Chesapeake Knife & Tool Company, Inc.
             aka Chesapeake Knife & Tool Co., Inc.
             aka Chesapeake Knife & Tool
             aka CK&T
             aka Chesapeake Knife & Tool Franchise Co.
             aka CK&T Franchise Corporation
             9385-G Gerwig Lane
             Columbia, Maryland 21046
             Tel: (410) 720-5114

Bankruptcy Case No.: 06-10480

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Chekt, Incorporated                        06-10481
      CK&T, Inc.                                 06-10484

Type of Business: The Debtors sell kitchen cutlery and gift
                  items from seven retail stores and on-line
                  at http://www.chesapeakeknifeandtool.com/

Chapter 11 Petition Date: January 31, 2006

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtors' Counsel: Glenn D. Solomon, Esq.
                  Offit Kurman, P.A.
                  8 Park Center Court, Suite 200
                  Owings Mills, Maryland 21117-3754
                  Tel: (443) 738-1500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Chesapeake Knife & Tool Company, Inc.'s 20 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Swiss Army Brands                Trade                 $181,630
One Research Drive
Shelton, CT 06484-0874
Attn: Stacey Clemons
Tel: (800) 243-4045

Kershaw Knives (Shun)            Trade                 $150,892
18600 Southwest Teton Avenue
Tualatin, OR 97062
Attn: Dennis Epstein
      Jeff Goddard
Tel: (800) 325-2891

Wusthof Trident of America       Trade                 $115,346
333 South Highland Avenue
Briarcliff Manor, NY 10510
Attn: Scott Severenson
Tel: (800) 289-9878

Willitts Designs International   Trade                 $103,433
1129 Industrial Avenue
Petaluma, CA 94975
Attn: Audrey Lackey
Tel: (707) 778-7211

C.A.S. IBERIA, Inc.              Trade                  $39,368
650 Industrial Boulevard
Sale Creek, TN 37373

Leatherman Tool Group            Trade                  $31,043
12106 NE Ainsworth Circle
Portland, OR 97220-9001

WorldWise Imports                Trade                  $29,380
4390 East Alexander Road
Las Vegas, NV 89115

A.T. Cross Company               Trade                  $28,520
One Albion Road
Lincoln, RI 02865-3700

Columbia River Knife & Tool      Trade                  $27,732
9720 Southwest Hillman Court
Suite 805
Wilsonville, OR 97070-7712

Benchmade Knife Company          Trade                  $27,563
300 Beaver Creek Road
Oregon City, OR 97045

Luminox Watch Company            Trade                  $25,986
421 Midland Avenue
Wayne, PA 19087

Buck Knives, Inc.                Trade                  $20,206
660 South Lochsa Street
Post Falls, ID 83854

Colibri Group                    Trade                  $19,280
100 Niantic Avenue
Providence, RI 02907

Spyderco, Inc.                   Trade                  $15,725
820 Spyderco Way
Golden, CO 80403

TRG Group                        Trade                  $15,639
9643 Olive Boulevard
St. Louis, MO 63132

DOVO                             Trade                  $15,272
Postfach 190146
D-42701 Solingen
Germany

Rounds Van Duzer                 Architect              $12,018
Architects, P.C.
467 A North Washington Street
Falls Church, VA 22046

Taylor Cutlery                   Trade                  $11,314
4043 Fordtown Road
Kingsport, TN 37662

White Marsh Mall, Inc.           Rent                   $10,927
8200 Perry Hall Boulevard
Baltimore, MD 21236

Charles Mall Co. L.P.            Rent                    $9,582
c/o Simon Property Group
115 West Washington Street
Indianapolis, IN 46204


CLAREMONT TECHNOLOGIES: Creditors Want Case Converted to Chapter 7
------------------------------------------------------------------
John Morita, Dwayne Yaretz, Robert Rosner and Marcella Kam,
creditors of Claremont Technologies Corporation ask the U.S.
Bankruptcy Court for the District of Nevada to convert the
Debtor's chapter 11 case to a chapter 7 liquidation proceeding.

The Creditors remind the Court that the case was originally
commenced through an involuntary chapter 7 liquidation.  The
Creditors say that the Debtor's prepetition filings with the
Securities and Exchange Commission showed no meaningful assets or
revenues.  Despite this, the Creditors relate, the Debtor's
management contested the involuntary petition causing expenditures
of tens of thousands of dollars in legal fees.  Furthermore, the
Creditors say, the Debtor wasted precious assets and even incurred
additional debt to resist submitting to the bankruptcy court's
jurisdiction.  Eventually, the Debtor agreed to entry of an order
for relief under Chapter 11.

The Creditors disclose that the Debtor's Schedules and Statement
of Affairs demonstrated that the only material asset of the Debtor
were common shares in Safe-Cell Tab, Inc., its wholly owned
subsidiary.  The Debtor's Monthly Operating Reports also showed
that it had no revenues and the value of the inventory held by its
subsidiary totaled only $16,000.

To further substantiate the grounds for conversion, the Creditors
tell the Court that the Debtor's Board of Directors consists of
three individuals, one of which was responsible for lending the
funds used to contest the involuntary petition.  The Creditors say
that that individual is listed as one of the Debtor's creditors
and continues to charge a management fee, which is leading the
Debtor deeper into insolvency.

Finally, the Creditors say that bias exists in the way the
company's president treats one of its creditors, who happens to be
his brother.  This treatment, the Creditors claim, poisons the
Debtor's objectivity, limits the Debtor's capacity to be fair, and
prohibits the Debtor from negotiating an arms-length unbiased
reorganization plan.

All of this, the Creditors argue, provides justification for the
case to be converted to a chapter 7 liquidation.

Headquartered in Las Vegas, Nevada, Claremont Technologies Corp.
develops the first and only independent lab certified device, the
Safe Cell Tab, which helps eradicate all cancer-causing radiation
from electromagnetic frequencies.  The Company was subject to an
involuntary chapter 7 petition on March 25, 2005 (Bankr. D. Nev.
Case No. 05-12235).  The Debtor consented to an entry of an order
for relief under chapter 11 on Aug. 24, 2005.


COPYTELE INC: Grant Thornton's Going Concern Doubt Continues  
------------------------------------------------------------
Grant Thornton LLP expressed substantial doubt about CopyTele,
Inc.'s ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Oct. 31, 2005.  The auditing firm pointed to the Company's net
losses and accumulated deficit of approximately $72,908,000 at the
end of fiscal 2005.  Grant Thornton issued a similar going concern
opinion after its audit of the Company's financial statements for
fiscal 2004.

                    Fiscal Year 2005 Results

CopyTele incurred a $4,451,257 net loss for the fiscal year ended
Oct. 31, 2005, in contrast to a $3,360,655 net loss in the prior
year.  Net sales decreased by approximately $54,000 in fiscal
2005, to $$440,000, as compared to approximately $494,000 of net
sales in fiscal 2004.

The Company's total assets have steadily eroded over the last
several years.  As of Oct. 31, 2005, the Company's balance sheet
showed $1,466,253 in total assets, versus $2,316,050 and
$6,562,403 in total assets at Oct. 31, 2004 and 2001.  At
Oct. 31, 2005, the Company had liabilities of $348,230.

Working capital at Oct. 31, 2005 decreased to $1,086,000 from
$1,829,000 at the end of fiscal 2004.

CopyTele, Inc.'s -- http://www.copytele.com/-- principal  
operations are the development, production and marketing of multi-
functional hardware and software based encryption products that
provide information security for domestic and international users
over virtually every communications media, and the development,
production and marketing of thin, high brightness, flat panel
video displays.  The Company sells its encryption products
directly to end-users and through dealers and distributors.


CORNELL TRADING: Has Until Today to File Schedules and Statements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
Cornell Trading, Inc., until today, Feb. 3, 2006, to file its
lists of creditors and equity security holders, schedules of
assets and liabilities, statement of financial affairs, and
schedule of executory contracts and unexpired leases.

The Debtor told the Court that the size and complexity of its
operations made it impossible to complete its Schedules and
Statements within the 15-day deadline provided by Bankruptcy Rule
1007(c).  In response, the Bankruptcy Court gave Cornell an
extension through today to prepare the required Schedules and
Statements.  

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.


CORY MILNE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cory Dale Milne
        9497 South Lady Dove Lane
        South Jordan, Utah 84095

Bankruptcy Case No.: 06-20247

Chapter 11 Petition Date: February 1, 2006

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Blake D. Miller, Esq.
                  Miller Guymon, P.C.
                  165 South Regent Street
                  Salt Lake City, Utah 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Lisa Garrard                                    $100,000
6443 South 1865 East
Salt Lake City, UT 84121

Select Portfolio Servicing                      $100,000
P.O. Box 551170
Jacksonville, FL 32255

Richard Carling                                  $84,111
Beneficial Life Tower
36 South State Street, Suite 1200
Salt Lake City, UT 84111

Dallas Cooke, CPA                                $27,694

Strategic Staffing                               $20,561

Stephen B. Elggren, P.C.                         $17,934

Furniture Mattress Supply, Co. 2005              $15,804

Richard B. Frandsen                              $10,260

Outsource Receivables Mgt.                        $9,258

Dennis L. Mangrum                                 $6,907

Steven L. Ingleby                                 $6,201

CMA Business Credit Services                      $5,157

Labor Commission of Utah                          $4,982

Bullock Law Firm                                  $4,846

Parsons Kinghorn Harris                           $4,563

LHR for First National Visa                       $3,905

Sanders & Douglas                                 $3,900

Ralph R. Tate                                     $3,217

Northland Group, Inc.                             $3,180

Richard B. Frandsen                               $2,688


COTT CORP: Poor Performance Cues Moody's Low-B Ratings' Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Cott
Corporation to reflect the company's weak operating performance to
date, as well as Moody's expectation that continued operating
challenges will drag down performance through 2006 until the
company's restructuring plans are fully implemented.  The ratings
outlook is stable.  The rating action concludes the review for
possible downgrade that began on Sept. 21, 2005.

Downgrades:

  Issuer: Cott Beverages, Inc.

     * Senior Subordinated Regular Bond/Debenture, Downgraded
       to B1 from Ba3

  Issuer: Cott Corporation

     * Corporate Family Rating, Downgraded to Ba3 from Ba2

Outlook Actions:

  Issuer: Cott Beverages, Inc.

     * Outlook, changed to stable from rating under review

  Issuer: Cott Corporation

     * Outlook, changed to stable from rating under review

The downgrade of Cott's corporate family rating to Ba3 reflects
the company's weak operating performance to date, which stems
primarily from significant increases in input costs, including the
cost of:

   * PET bottles,
   * high fructose corn syrup, and
   * aluminum cans.

Also, over the last several years, Cott has focused on volume,
rather than profitable, growth as it added capacity to meet
stronger-then-expected demand for retailer-branded carbonated soft
drinks (CSD's).  More recently, the company's CSD volumes slowed
as a result of increased promotional activity from larger branded
competitors and the ongoing consumer shift towards more healthy
beverages, such as lower-margined bottled water.  As a result,
EBITA margin in 2005 (calculated using Moody's standard analytic
adjustments) declined to below 6% from over 9% last year, while
EBITA/Average Assets declined to below 9%.

Moody's notes that Cott is implementing an extensive restructuring
plan that is designed to:

   -- reduce costs;

   -- improve efficiency;

   -- improve customer and supplier relationships; and

   -- increase penetration into the fast-growing non-carbonated
      beverage category.

While Cott has a successful track record for implementing these
types of initiatives, the restructuring will take time to gain
traction and the company's operating performance and financial
metrics will not show significant improvement until 2007.

Cott's Ba3 rating reflects the key rating drivers that Moody's has
identified for the global soft beverage industry:

   1) Scale and diversification: with revenues of $1.7 billion
      in 2005, Cott is much smaller and less diversified than its
      larger competitors.

   2) Franchise strength: although Cott is the number-four
      manufacturer of CSD's in the world, its retailer-branded
      products lack the brand equity of competing products
      marketed and distributed by much larger, better capitalized
      branded companies.  Additionally, Cott holds a modest share
      of the CSD market as a whole.  However, the retailer-branded
      category continues to grow at a faster pace than the overall
      CSD market due to retailer consolidation and the focus of
      major retailers on growing their own brands.

   3) Profitability and pricing: given its focus on retailer-
      brands, Cott is a price follower.  Recent cost increases
      along with a continued widening of the gap between retailer
      and branded prices, have allowed Cott to take some price
      increases.  However, the delay in raising its prices has
      resulted in significant margin declines for the company in
      recent quarters.

   4) Leverage and coverage metrics.  Cott has typically generated
      strong cash flows that have been used to quickly reduce
      acquisition debt.  At 3.1x as of Dec. 31, 2005, Debt/EBITDA
      remains strong for the rating category, and relative to net
      debt, cash flow before working capital and capital spending
      remains solid.  However, higher capital spending and
      increased debt due to acquisitions have weakened Free Cash
      Flow/Debt to below 9%.  Due to operating performance
      challenges and debt related to the recent acquisition of
      Macaw, the company's interest coverage has fallen to less
      than 3.0x.

Cott's liquidity position remains sound, supported by positive
cash flow generation and modest debt amortization.  Cott has
limited near term debt maturities, and as of Dec. 31, 2005, had
$22 million of cash and ample availability under the accounts
receivable securitization facility and amended $225 million credit
facility that matures in 2010, which, under certain circumstances,
can be upsized to $350 million.  The company is expected to be in
compliance with existing financial covenants over the next twelve
months.

The stable outlook is supported by Cott's sound liquidity position
that should enable the company to comfortably manage through the
near-term challenges, as well as some tolerance at the current
rating level for modest adverse fluctuations in credit statistics.
However, negative rating pressure would build:

   * if Cott were to fail to demonstrate steady progress in
     implementing its restructuring initiatives; and

   * if the company's enterprise value were to erode due to worse
     than expected operating performance.

Quantitatively, the outlook would be revised to negative if EBITDA
less Capital Expenditures/Interest were to fall below 1.5 times,
EBITA Margin below 4.0% and EBITA Return on Assets below 6.0%.
Moody's also cautions that erosion to these levels would signal a
decline in recovery values, and would likely trigger a further one
notch downgrade of the B1 rating on the senior subordinated notes.
Conversely, a positive outlook would require evidence of
meaningful success in implementing the company's restructuring
initiatives and a sustained turnaround in operating performance
such that EBITDA less Capital Expenditures/Interest exceeded 3
times and EBITA Margin exceeded 7.5%.

The B1 rating on the senior subordinated notes remains one notch
below the Ba3 corporate family rating, reflecting Moody's
expectation for strong enterprise and recovery values in the event
of default.  The rating incorporates the contractual subordination
to senior debt (consisting of secured revolver outstandings,
capital leases plus approximately $183 million of accounts payable
and accrued liabilities as of Dec. 31, 2005).  Cott's secured
revolving credit facility is not rated by Moody's.

Headquartered in Toronto, Ontario, Cott Corporation is the world's
largest retailer-brand, soft drink supplier with a leading
position in take-home CSD markets in:

   * the US,
   * Canada, and
   * the UK.

Fiscal 2005 revenue exceeded $1.7 billion.


CUMMINS INC: Earns $550 Million of Net Income in Year 2005
----------------------------------------------------------
Cummins Inc. (NYSE:CMI) reported profits as measured by earnings
before interest and taxes (EBIT) of $907 million for the year
2005, a 67 percent increase from 2004.  Sales increased 18 percent
to $9.92 billion, from $8.44 billion in 2004.

Net income for 2005 was $550 million, up 57 percent from
$350 million in 2004.  The Company's strong operating performance
in 2005 allowed it to improve its cash position by $168 million,
while also reducing net debt by $259 million.

In the fourth quarter of 2005, Cummins sales increased 17 percent
to a record $2.75 billion from $2.35 billion in the same period
in 2004.  Net income rose 40 percent in the fourth quarter to
$167 million, or $3.31 share, from $119 million during the same
period in 2004.

The Company's earnings before interest and taxes (EBIT) for the
fourth quarter of 2005 of $269 million -- or 9.8 percent of sales
-- were 56 percent higher than the same period in 2004. All four
Cummins operating segments posted revenue and Segment EBIT
increases.  

The Company's gross margin in the fourth quarter of 2005 was
22.5 percent compared to 20.1 percent during the same period in
2004.  For all of 2005, gross margins were 22.0 percent -- their
highest level since 1997.

Cummins fourth quarter of 2005 results include tax benefits of
$13.5 million related to the favorable resolution of prior year
matters and additional benefits from repatriated dividends under
the American Jobs Creation Act of 2004.  

"Our results for both the fourth quarter and all of 2005 are
outstanding," said Cummins Chairman and Chief Executive Officer
Tim Solso.  "This performance is evidence that we are transforming
Cummins into a less cyclical, more diversified company while
converting a larger percentage of sales into profit."

"As good as the last two years have been, we are expecting 2006 to
be more profitable, even if growth in our end markets moderates,"
Mr. Solso added.  "We have significant opportunities as a result
of our product mix, our leading position in many of the markets we
serve, our global network of plants, technical centers,
distributors and first-rate partners as well as our commitment to
being a low-cost producer."

Based on its current plans and forecasts, the Company expects to
earn between $2.50 and $2.60 a share in the first quarter and
between $11.90 and $12.10 a share for all of 2006.

The Company's North American engine business remains very strong,
but international sales growth was even better in 2005.  For all
of 2005, international sales represented 51 percent of the
Company's total consolidated sales and 55 percent in the fourth
quarter.

The Company saw significant EBIT gains in its Engine, Power
Generation and Distribution businesses in 2005.  For the year,
Segment EBIT for the Engine business -- the Company's largest --
grew 77 percent to $582 million as sales rose 23 percent.  Power
Generation Segment EBIT more than doubled in 2005 to $145 million.   
The Company's Distribution business saw its Segment EBIT increase
35 percent in 2005 to $107 million.  The Company's Components
Segment reported a 6 percent increase in Segment EBIT to
$89 million.

Cummins Inc. -- http://www.cummins.com/-- a global power leader,    
is a corporation of complementary business units that design,
manufacture, distribute and service engines and related
technologies, including fuel systems, controls, air handling,
filtration, emission solutions and electrical power generation
systems.  Headquartered in Columbus, Indiana, (USA) Cummins serves
customers in more than 160 countries through its network of 550
Company-owned and independent distributor facilities and more than
5,000 dealer locations.  With more than 28,000 employees
worldwide, Cummins reported sales of $8.4 billion in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2005,
Moody's Investors Service raised its rating of Cummins Inc.'s debt
securities (senior unsecured to Ba1 from Ba2), and also affirmed
the company's Ba1 corporate family rating and SGL-1 speculative
grade liquidity rating.  The rating outlook is changed to positive
from stable.

As reported in the Troubled Company Reporter on Aug. 5, 2005,
Standard & Poor's Ratings Services raised its rating on the
$28,000,000 Structured Asset Trust Unit Repackagings Cummins
Engine Co. Debenture-Backed Series 2001-4 certificates to 'BBB-'
from 'BB+'.


CURATIVE HEALTH: California DHS Audit Shows $39.3M Overpayments
---------------------------------------------------------------
The Department of Health Services of the State of California has
been conducting audits of three independent retail California
pharmacies that previously did business with two of Curative
Health Services, Inc.'s subsidiaries -- Apex Therapeutic Care,
Inc., and eBioCare.com, Inc. -- which provided contract pharmacy
and billing services to the three Pharmacies.  The Company has
learned that DHS issued final audit findings to the Pharmacies on
Dec. 14, 2005.

The DHS audits included a review of the Pharmacies' Medi-Cal
billing for blood products supplied to the Pharmacies by Apex and
eBioCare for the period from Oct. 1, 2001, to May 30, 2004.  The
final audit findings issued by DHS against the Pharmacies allege
that the Pharmacies received overpayments of approximately
$39.3 million collectively.

Approximately 85% of the assessment against the Pharmacies relates
to claims that DHS alleges were improperly reimbursed at 1% over
the Pharmacies' cost of acquiring the product from Apex and
eBioCare.  DHS alleges that those reimbursements was improper
because, in its view, payments should have been made at 1% over
the cost the Pharmacies would have incurred if they had
acquired the product directly from the product manufacturer.

Substantially all of the balance of the assessment against the
Pharmacies is based on allegedly improper reimbursement for the
medically necessary anti-inhibitor product called FEIBA.  DHS
alleges that the Pharmacies submitted claims for FEIBA improperly,
in its view, when they used factor product service codes.  Apex
and eBioCare used the factor product service codes when submitting
claims on behalf of the Pharmacies because EDS, the company that
processes claims for payment on behalf of DHS, could not accept
the FEIBA-specific service code into its systems.

The Company believes the allegations asserted by DHS against the
Pharmacies are without merit, and the Company expects the
Pharmacies to vigorously defend against these allegations through
administrative and judicial proceedings.  The Company also is
aware that other similar retail pharmacy relationships in
California are being audited by DHS.

Although Apex and eBioCare are not being audited by DHS, the
Company anticipates that if DHS prevails and the Pharmacies are
required to return any overpayments, the Pharmacies may assert
claims for indemnification against Apex and eBioCare for such
overpayments.  Based on facts and circumstances known to date, the
Company believes that some amount of monetary loss is reasonably
possible if the Pharmacies assert and prevail on indemnification
claims against Apex and eBioCare.  The Company estimates that the
range of loss may be anywhere from $0 to $39.3 million.

Curative Health Services, Inc. -- http://www.curative.com/-- is a
leading provider of Specialty Infusion and Wound Care Management
services.  The Specialty Infusion business, through its national
footprint of Critical Care Systems branch pharmacies, provides a
cost-effective alternative to hospitalization, delivering
pharmaceutical products and comprehensive infusion services to
pediatric and adult patients in the comfort of their own home or
alternate setting.  Each JCAHO accredited branch pharmacy has a
local multidisciplinary team of experienced professionals who
clinically manage all aspects of a patient's infusion and support
needs.  The Wound Care Management business is a leading provider
of wound care services specializing in chronic wound care
management.  The Wound Care Management business manages, on behalf
of hospital clients, a nationwide network of more than 100 Wound
Care CenterA(R) programs that offer a comprehensive range of
services for treatment of chronic wounds, including outpatient,
inpatient, post-acute and hyperbaric oxygen therapy.

                          *     *     *

                       Going Concern Doubt

Management says that in the absence of a significantly improved
operating cash flow or the restructuring of the senior notes,
Curative currently does not expect to be able to service its debt
obligations coming due in fiscal 2006.  For this reason,
management raised substantial doubt about the Company's ability to
continue as a going concern.

Ernst & Young LLP issued clean and unqualified opinions after
auditing Curative's financial statements for the year ended
Dec. 31, 2004, and 2003.


DELAFIELD 246: Judge Gropper Okays $150,00 Zion New York Loan
-------------------------------------------------------------
The Hon. Allan M. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York gave Delafield 246 Corporation
permission to borrow up to $150,000 from Zion New York, LP., its
affiliate, at an interest rate equal to 200 basis points over the
Citibank Prime rate.   

As previously reported in the Troubled Company Reporter, the City
of New York opposed the Debtor's move to secure the additional
$150,000 loan from Zion.  Michael A. Cardozo, Esq., Corporation
Counsel of the City of New York, argued that the new debt further
encumbers property of the estate without providing any additional
benefit.  Mr. Cardozo reasoned the Debtor didn't need to raise
additional debt since any need for cash should come from a capital
infusion or sale of the Debtor's assets.  A sale, according to Mr.
Cardozo, would enable the Debtor to pay off its debts and allow a
new developer to come in and restore and develop the Riverdale
property.

The borrowed funds are to be used to pay professional fees
incurred in the development of a restoration plan for the Debtor's
real property located in Riverdale, New York, real property taxes
and fees of the U.S. Trustee.

Judge Gropper also authorized the Debtor to grant liens against
the lots.  The liens are junior to any existing liens of the City
of New York and the Delafield Estates Homeowners Association and
any priority liens of the City that may come into existence during
the course of the bankruptcy proceedings.

Judge Gropper also ordered that in the event the City will pay
certain funds now in escrow to the Debtor in connection with
completion of a restoration plan, the Debtor may place the funds
in a separate account and hold them as additional security for the
loan.

Headquartered in Plainview, New York, Delafield 246 Corporation is
a real estate investor and developer.  The Company filed for
chapter 11 protection on November 29, 2004 (Bankr. E.D.N.Y. Case
No. 04-87515, transferred May 13, 2005, to Bankr. S.D.N.Y. Case
No. 05-13634).  Daniel A Zimmerman, Esq., at the Law Offices of
Steven Cohn PC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $13,000,000 in assets and $9,001,200 in debts.


DELAFIELD 246: Employs Lee Weintraub as Landscape Architect
-----------------------------------------------------------
Delafield 246 Corporation sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Lee Weintraub Landscape Architecture, LLC, as its landscape
architect.

The Debtor is seeking approval of a restoration plan with respects
to its lots in the real estate development known as the Delafield
Estates located in Riverdale, Bronx County, New York.  The Debtor
says that the restoration plan is part of its plan of
reorganization.

Lee Weintraub is expected to:

    a. review previously prepared plan including the original
       development plans prepared by Polshek and Partners and
       their consultants and attempted restoration plans by  
       Ludwig P. Bono AIA and Elliot Vilkas AIA Architech;

    b. attend meetings with the New York City Planning Commission
       to review the project;

    c. assist the Debtor's counsel as required, in connection with
       the project;

    d. review the site and engage a surveyor who will:

         1. update an existing topographic survey for the site
            dated Mar. 30, 2003 to current regulations set forth
            in Article X of the New York Zoning Regulation,

         2. survey and locate topographical contour lines on a
            two-foot interval, locate all tress of at least six-
            inch caliper, locate the boundaries of the steep slope
            areas, locate geologic features, aquatic features and
            botanical environment; and

         3. define slope areas by shading and indicate percentages
            of >25%, 20-24%, 15-19%, 10-14%, or <10%;

    e. review the surveyors data and format into plans that serve
       to introduce the restoration plan as part of a larger set
       of drawings;

    f. retain an arborist to identify the trees, and asses and
       certify the current conditions of each tree cited on the
       surveyor's drawing;  

    g. retain a civil engineer to review the existing site
       infrastructure;

    h. schedule a meeting with the New York City Planning
       Commission to review the results of the survey and the work
       of the arborist, and discuss the procedure for documenting
       the restoration plan;

    i. prepare a landscape restoration plan for the New York City
       Planning Commission to review;

    j. modify the restoration plan to meet the New York City
       Planning Commission's comments;

    k. assist the New York City Planning Commission as required to
       obtain a memorandum approving the landscape restoration
       plan;

    l. upon completion of its services, certify to the Debtor that
       a restoration plan in conformity with the New York City
       Planning Commission Zoning handbook has been submitted for
       approval;

    m. confer with the Debtor and defer to the instructions of the
       Debtor on the scope and timing of all the work; and

    n. file an application for allowance of professional fees and
       reimbursement of expenses, upon completion of services,
       under the terms of its agreement with the Debtor, with the
       Court pursuant to applicable statues and rules.

Lee Weintraub, principal at Lee Weintraub, will be the lead person
for this engagement and will bill $175 per hour for his services.  
Mr. Weintraub discloses that the Firm's professionals bill:

         Designation              Hourly Rate
         -----------              -----------
         Project Management           $120
         Technical Staff               $95

Mr. Weintraub further discloses that the surveyor's fee is capped
at $45,000.  For other consultants retained by the Firm, Mr.
Weintraub relates, the Firm will be compensated in an amount equal
to the direct consultant expense.  Mr. Weintraub tells the Court
that the Firm has received a $30,000 retainer.

The Debtor tells the Court that the fees for the engagement are
capped at $143,250 exclusive of the fees for the arborist and
civil engineer.  

Mr. Weintraub assures the Court that the Firm does not represent
any interest adverse to Debtor or its estate.

Headquartered in Plainview, New York, Delafield 246 Corporation is
a real estate investor and developer.  The Company filed for
chapter 11 protection on November 29, 2004 (Bankr. E.D.N.Y. Case
No. 04-87515, transferred May 13, 2005, to Bankr. S.D.N.Y. Case
No. 05-13634).  Daniel A Zimmerman, Esq., at the Law Offices of
Steven Cohn PC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $13,000,000 in assets and $9,001,200 in debts.


DOWNTOWN AUTOMOTIVE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Downtown Automotive Group, LLC
        dba North Seattle Nissan
        1520 Northwest 50th
        Seattle, Washington 98107

Bankruptcy Case No.: 06-10228

Type of Business: The Debtors is a dealer of new and used
                  Nissan cars.  Downtown Automotive also
                  sells car parts and accessories.
                  See http://www.northseattlenissan.com/

Chapter 11 Petition Date: February 1, 2006

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jack J. Cullen, Esq.
                  Foster Pepper PLLC
                  1111 3rd Avenue, Suite 3400
                  Seattle, Washington 98101-3299
                  Tel: (206) 447-4669
                  Fax: (206) 749-2001

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors list of its 20 largest unsecured creditors was not
available as of press time.


DUNN'S TRACTOR: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dunn's Tractor Service, Inc.
        9042 Taylors Road
        Delmar, Maryland 21875

Bankruptcy Case No.: 06-10438

Type of Business: The Debtor is a wrecking, demolition and
                  excavation contractor.  The Debtor specializes
                  in grading, demolition, excavation, land
                  clearing and drilling.

Chapter 11 Petition Date: January 29, 2006

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Ann Shaw, Esq.
                  The Law Firm of Ann Shaw
                  212 West Main Street, Suite 303
                  P.O. Box 448
                  Salisbury, Maryland 21803-0448
                  Tel: (410) 742-9171

Total Assets: $2,713,982

Total Debts:  $2,548,668

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Komat'su Financial               Bank loan             $349,024
1333 Butterfield Road, Suite 600
P.O. Box 7049
Downers Grove, IL 60515-7049

Financial Federal Credit, Inc.   Bank loan             $261,000
P.O. Box 201146
Houston, TX 77216-1146

Ford Credit                      Bank loan              $95,277
c/o Correspondence
P.O. Box 472687
Charlotte, NC 28247-2687

J & S Equipment, Inc.            Bank loan              $42,242
11660 Sharptown Road
Mardela Springs, MD 21837

Vermeer/Mid Atlantic, Inc.                              $24,071
8830 Corridor Road
Annapolis Junction, MD 20701

Wright Express                                          $11,948
P.O. Box 639
Portland, ME 04104

     - and -

Wright Express
c/o Fidelity National Credit Services, Ltd.
2421 North Glassell Street
P.O. Box 3051
Orange, CA 92857

Wicomico Soil Conservation                               $2,372
District
2322B Goddard Parkway, Suite 3
Salisbury, MD 21801

Keen Compressed Gas Company                              $2,309
P.O. Box 15151
Wilmington, DE 19850-5151

Folcomer Equipment Corporation                           $1,536
629 South Philadelphia Boulevard
P.O. Box 340
Aberdeen, MD 21001-0340

     - and -

Folcomer Equipment Corporation
c/o Voss, Michaels, Lee & Associates, Inc.
P.O. Box 1829
Holland, MI 49422-1829

Tilcon Delaware                                            $956
Pennsy Supply, Inc.
P.O. Box 3331
Harrisburg, PA 17105

Welding By Jackson, Inc.                                   $462
P.O. Box 39
Delmar, DE 19940

Powerplan                                                  $456
P.O. Box 5328
Madison, WI 53705-0328

Farm Plan                                                  $442
P.O. Box 4450
Carol Stream, IL 60197-4450

J.P. Self & Associates, Inc.                               $429
9021 Sherwood Court
Presto, PA 15142

Sussex Irrigation Company                                  $370
11329 Trussum Pond Road
Laurel, DE 19956

NAPA Auto Parts                                            $330
8660 Ocean Highway
Delmar, MD 21875

Truck Tech Industries, Inc.                                $221
321-A South Division Street
Fruitland, MD 21826


EMMIS COMMS: Completes $259-M Sale of 8 TV Stations to Blackstone
-----------------------------------------------------------------
Emmis Communications Corporation completed the sale of
substantially all of the assets of:

   -- KHON-TV (Ch. 4, Fox affiliate);
   -- KHAW-TV; and
   -- KAII-TV; and KOIN(TV) (Ch. 6, CBS affiliate).  

The Company also completed the sale of all of the outstanding
capital stock of SJL of Kansas Corp., which owns:

   -- KSNT(TV) (Ch. 27, NBC affiliate);
   -- KSNW(TV) (Ch. 3, NBC affiliate);
   -- KSNC(TV);
   -- KSNG(TV); and
   -- KSNK(TV).

The stock and assets were sold to Montecito Broadcast Group, LLC,
an affiliate of The Blackstone Group, for $259 million. That
transaction closed on January 27, 2006.

The Company sold several of its stations last year to these
companies:

   Buyer                    No. of TV Stations    Purchase Price
   -----                    ------------------    --------------
   LIN TV Corp              5 TV Stations           $517 Million

   Blackstone Group LP      4 TV Stations           $259 Million
   SJL Broadcast Group

   Journal Communications   3 TV Stations           $235 Million

   Gray Television          1 TV Station            $186 Million

Emmis Communications Corporation -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the long-term ratings of Emmis
Communications Corporation and its wholly owned subsidiary, Emmis
Operating Company, and changed the outlook to positive.

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

   * B2 rating on its $375 million of senior subordinated notes
     due 2012.

Emmis Communications Corporation:

   * B3 rating on the $350 million senior unsecured floating rate
     notes due 2012,

   * B3 rating on the 12.5% senior discount notes due 2011;

   * Caa1 rating on the $143.8 million of cumulative convertible
     preferred stock;

   * Ba3 corporate family rating; and

   * SGL-3 rating.


ENER1 INC: Names Charles A. Gassenheimer Chairman of the Board
--------------------------------------------------------------
Ener1, Inc., named Charles A. Gassenheimer Chairman of the Board
of Directors.  Mr. Gassenheimer was appointed as Chief Executive
Officer of Ener1 Group, Inc., the Company's majority stockholder,
on January 17, 2006.  

Prior to joining Ener1 Group, Mr. Gassenheimer was Managing
Director and Portfolio Manager of both the Convertible Arbitrage
Division and Private Investment Group of Satellite Asset
Management, a hedge fund with approximately $6 billion in assets
under management and offices in New York and London.  Satellite's
affiliates own approximately 47.5% of the Company's senior secured
convertible debentures due January 2009, which the Company issued
in January 2004, and approximately 70.3% of the Company's senior
secured convertible debentures due March 2009, which the Company
issued in March 2005.  

As reported in the Troubled Company Reporter on Jan. 20, 2006, the
Company dismissed its chairman and chief executive officer,
Kevin Fitzgerald.

Ener1, Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- is an    
alternative energy technology company.  The company's interests
include: 80.5% of EnerDel -- http://www.enerdel.com/-- a lithium   
battery company in which Delphi Corp. owns 19.5%; 49% of
Enerstruct, a Japanese lithium battery technology company in which
Ener1's strategic investor ITOCHU owns 51%; wholly owned
subsidiary EnerFuel, a fuel cell testing and component company --
http://www.enerfuel.com/-- and wholly owned subsidiary NanoEner   
-- http://www.nanoener.com//-- which develops nanotechnology-
based materials and manufacturing processes for batteries and
other applications.

The Company's balance sheet showed $13,957,000 in total assets at
Sept. 30, 2005, and liabilities of $94,834,000, resulting in a
stockholders' deficit of $80,877,000.  


ENRON CORP: Asks Court to Bless Netherlands Holding Unit Wind-Down
------------------------------------------------------------------
Before Enron Corporation and its debtor-affiliates filed for
bankruptcy peition, approximately 141 of Enron' subsidiaries were
incorporated in The Netherlands, Martin A. Sosland, Esq., at Weil
Gotshal & Manges LLP, in New York, relates.  Many of those
entities have now been dissolved or are due to be dissolved.

According to Mr. Sosland, Dutch entities were frequently used as
holding companies in projects and other group structures for tax
reasons.  In almost all cases, a particular entity would be
concerned with a single project.  Enron Netherlands Holding B.V.,
however, is an exception.

In 1996, ENHBV was formed in The Netherlands to provide inter-
company loans to some Enron-affiliated businesses relating to
group projects located outside the United States.  ENHBV, in
turn, received loans from other Enron affiliates to provide it
with funds to make the loans.  Equity Trust, a Netherlands
Company, serves as the independent managing director of ENHBV.
ENHBV is a wholly owned subsidiary of Enron.

At present, ENHBV is not involved in any sort of insolvency or
restructuring proceeding, Mr. Sosland says.  However, Mr. Sosland
points out, ENHBV creditors are expected to receive considerably
less than a full recovery of amounts owed to them given the
collectibility of certain of the loans made by ENHBV.

After the Petition Date, Enron worked closely with Equity Trust
to allow ENHBV to function as a going concern.  Enron and ENHBV
also worked to settle direct claims by and against ENHBV.

By this motion, Enron, Enron do Brazil Holdings Ltd., Enron
Brazil Power Holdings XI Ltd., Atlantic Commercial Finance Inc.
and Enron Caribbean Basin LLC -- the Reorganized Debtor Parties
-- ask Judge Gonzalez to approve an overall asset distribution
plan that will allow ENHBV to pay its creditors and wind down its
operations as a going concern.

Specifically, the Reorganized Debtor Parties ask the Court to
approve:

    a. A Claims Settlement Agreement, dated December 2, 2005,
       among:

          -- ENHBV

          -- Enron Capital & Trade Resources (Recoveries) Limited,

          -- Enron Capital & Trade Resources Limited, and

          -- Joint Administrators Anthony Victor Lomas and Steven
             Anthony Pearson; and

    b. An overall asset distribution methodology between the
       Reorganized Debtor Parties and these non-Debtor Parties:

          -- ENHBV
          -- Prisma Energy Holdings (Turkey) B.V.,
          -- Cherokee Finance S.a.r.l.,
          -- Offshore Power Operations C.V., and
          -- Enron Light Hydrocarbons France.

                        Claims Against ENHBV

The Reorganized Debtor Parties constitute around 86% of ENHBV's
creditor pool:

       Enron                                  72%
       Enron do Brazil Holdings               11%
       Enron Brazil Power Holdings XI          3%

Other than ECTRR, the remaining smaller creditors of ENHBV are
all Reorganized Debtors or non-debtors controlled by Enron, Mr.
Sosland notes.

The claims against ENHBV are:

                     ENHBV Claims (In Millions)

                              As of       Before         After
                            12/02/01    Settlement    Settlement
                            --------    ----------    ----------
3rd Party Creditors:
    ECTRR                   ($165.91)     ($168.55)            -

    Brazil Power Devt.
    Trust/West LP            (226.47)            -             -

    Cherokee Finance
    S.a.r.l.                  (21.62)            -             -

    Enron Light Hydrocarbons
    France                     (2.86)            -             -
                            --------    ----------    ----------
                             (416.86)      (168.55)            -

Enron Related:
    Enron Corp.            (1,202.03)    (1,225.99)    (1,225.99)

    Enron do Brazil
    Holdings Ltd.            (187.14)      (190.64)      (190.64)

    Enron Brazil Power
    Holdings                  (57.12)       (58.21)       (58.21)

    Prisma Energy Holdings
    (Turkey) B.V.             (40.65)       (41.29)       (41.29)

    Cherokee Finance
    S.a.r.l.                  (21.62)       (21.96)       (21.96)

    Offshore Power Op. CV      (4.35)        (4.41)        (4.41)

    Enron Light
    Hydrocarbons               (2.86)        (2.90)        (2.90)

    Atlantic Commercial
    Finance Inc.               (0.05)        (0.05)        (0.05)

    Enron Caribbean
    Basin LLC                      -         (0.12)        (0.12)
                            --------    ----------    ----------
                           (1,491.34)    (1,545.57)    (1,545.57)
TOTAL Outstanding
Liabilities as of
12/31/05                 ($1,908.20)   ($1,714.12)   ($1,545.57)
                          ==========    ==========    ==========

                            ENHBV Assets

ENHBV assets consist primarily of amounts receivable under
various promissory notes with Enron-related companies, and cash.
Some smaller amounts owed to ENHBV are not evidenced by a
promissory note, Mr. Sosland states.

                ENHBV Assets as of December 31, 2005

Cash                                               $191,600,000

Notes Receivable:
    EPE-Empresa Produtora de Energia
       Ltda./ Gasocidente do Mato
       Grossa Ltda. -- Cuiaba Notes                  211,280,000
    Enron Bolivia Note                                 7,160,000
    Enron Dutch Holdings Note                          6,710,000
    Enron Europe Ltd. Note -- the EEL Note         1,318,640,000
    Enron Coal Services Note                         178,580,000
    Enron Wind Note                                   17,730,000
    Enron subsidy for Enron Wind                      26,350,000
    Enron Servicios Mexico Note                        1,970,000
    Risk Management Trading Corp. Claim                1,880,000
    ENBV Note                                         16,100,000
    Enron Gas and Petrochemical Ltd. Note              1,890,000
    Enron Mauritius Co.                                3,450,000
    Enron Broadband Services France S.A.S.             1,540,000
    Enron Broadband Services Asia/Pacific
       Singapore Pte Ltd                                 330,000
    Enron Broadband Services Belgium SA                  140,000
    Enron Broadband Services Netherlands B.V.             10,000
    Enron Broadband Services Italy SRL                    10,000
    Enron Metals & Commodity Limited                     400,000
                                                  --------------
Notes Receivable Subtotal                          1,794,170,000
                                                  --------------
T O T A L                                         $1,985,770,000
                                                  ==============

The assets of ENHBV are not expected to be fully recovered.  For
instance, Mr. Sosland points out, EEL's third-party
administrators and PricewaterhouseCoopers LLP estimate the EEL
Note's recovery at only 5%.

                         Proposed Settlement

The Parties propose that the first step in the overall settlement
of ENBV's operations is a compromise of the ECTRR Claim.  Thus,
the terms of the Settlement Agreement provides these salient
terms:

A. Compromise of ECTRR's Creditor Position

    To effect an overall resolution of all of the ENHBV Claims,
    ENHBV will compromise the ECTRR Claim for this consideration:

       -- a one-time payment of $28,000,000 plus interest accruing
          at 4.5% from December 2, 2005, to the date of payment,
          using ENHBV's cash reserves;

       -- an assignment of a 9.87% interest of ENHBV's notes
          receivable claims against EEL, Enron Coal Services
          Limited and Enron Netherlands B.V.; and

       -- a potential "upside" payment of 9.87% of any gross sales
          proceeds over and above $220,000,000 received on any
          sale of the Cuiaba Notes if the Cuiaba Notes are sold to
          a third party individually or as part of a larger
          transaction on or before eight months after the
          Effective Date of the Settlement Agreement.

B. Releases

    ENHBV, on the one hand, ECTRR and ECTRL, on the other hand,
    will exchange mutual releases.

C. Effectiveness

    The effectiveness of the Settlement Agreement is conditioned
    on the Court's approval of the Settlement and the written
    consent of each and every remaining creditor of ENHBV.

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

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

                  Proposed Asset Distribution Plan

After consummation of the Settlement Agreement, the Asset
Distribution Plan, involving all of ENHBV's remaining creditors,
will be effectuated using the Parties' proposed distribution
methodology.  The material terms and provisions of the Asset
Distribution Plan include:

A. Distribution to the Settling Creditors

    The amount owed to each Settling Creditor will be agreed to by
    all Settling Creditors.  In full and final compromise and
    settlement of the ENHBV Claims, all ENHBV's assets will be
    assigned or distributed to the Settling Creditors, except for
    approximately $5,000,000 in cash reserves -- the Dissolution
    Holdback -- which will be used to pay:

       -- Equity Trust's managing director fees,
       -- taxes due to The Netherlands, and
       -- costs of dissolution.

    Generally, ENHBV's assets will be distributed pro rata to each
    of its creditors, including any remaining balance of the
    Dissolution Holdback, on an "AS IS" "WITH ALL FAULTS" basis,
    except:

       a. Enron and Enron Caribbean will be paid in full for
          certain expenses of ENHBV that were paid by these
          creditors after the Petition Date or allocated pursuant
          to the Court-approved overhead allocation methodology
          totaling around $4,656,000; and

       b. In order to allow certain promissory notes to be
          contributed to Prisma Energy International Inc. and to
          simplify continued holdings of particular notes given
          ongoing arbitration proceedings, three groups of
          promissory notes will be each distributed to a single
          creditor.  The three groups of promissory notes are:

          1. The Cuiaba Notes will be distributed to Enron in
             anticipation of their contribution to Prisma under
             the Contribution and Separation Agreement;

          2. The Enron (Bolivia) CV Note will be distributed to
             PEHT as a means of contributing this
             asset to Prisma; and

          3. The Enron Dutch Holdings Note will be distributed
             to a single creditor, Enron do Brazil Holdings, to
             simplify the continued holding of that particular
             note given ongoing arbitration proceedings with Saras
             S.p.A. Raffinerie Sarde (Italy), pursuant to the
             Rules of Arbitration of the International Chamber of
             Commerce, ICC Arbitration Case No. 11980/ACS/FM, with
             respect to Sarlux S.r.l., an integrated gasification
             combined cycle power plant located in Sardinia,
             Italy.

    The Parties expect an interim distribution of all ENHBV's
    assets, except the Dissolution Holdback, to the Settling
    Creditors at closing.

C. Releases

    ENHBV and the Settling Creditors will exchange mutual
    releases.

D. Effectiveness

    The effectiveness of the Asset Distribution Plan is
    conditioned on the Court's approval and the written consent of
    each and every remaining creditor, other than ECTRR and the
    Netherlands taxing authorities, of ENHBV to the compromise.

A full-text copy of the Asset Distribution Plan is available for
free at http://bankrupt.com/misc/ENHBV_AssetDistributionPlan.pdf

The Reorganized Debtor Parties believe that the Settlement is a
favorable development for their Chapter 11 cases because it
allows for full and final settlement of all ENHBV Claims and
ENHBV's orderly agreed upon dissolution.

According to Mr. Sosland, in the event that ENHBV is not able to
amicably resolve the ENHBV Claims, ENHBV will be required to file
an involuntary insolvency proceeding in The Netherlands.  If that
were to happen, a trustee would be appointed to assume management
of ENHBV.  An insolvency proceeding would likely lead to higher
costs, more delays and some loss of control over the process by
the Reorganized Debtor Parties.

Furthermore, the compromises embodied in the Asset Distribution
Plan are fair, Mr. Sosland adds.

The Reorganized Debtor Parties contend that the Court's approval
is warranted with respect to its equity power under Section
105(a) of the Bankruptcy Code because much of the value from
ENHBV's dissolution will flow to the Reorganized Debtor Parties'
estates and their creditors.

Judge Gonzalez approves the Reorganized Debtors' request in its
entirety.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed. The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 167;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Settles with Lehman in Equity Transactions Litigation
-----------------------------------------------------------------
Enron Corp. reached an agreement with Lehman Holdings Inc. and
three affiliates to settle the equity transactions adversary
proceeding that Enron filed against Lehman Holdings in the Enron
bankruptcy case.  According to the terms of the agreement, Lehman
Holdings will pay Enron $69.9 million in cash and withdraw with
prejudice its approximately $173 million claim against the Estate.

"We are pleased with this settlement, the first we have reached in
the equity transactions litigation," John J. Ray III, Enron's
President and Board Chairman, said.  "We look forward to
successfully resolving the remaining equity transactions cases."

Equity transactions cases remain pending against Credit Suisse
First Boston, UBS, and Bear Stearns.  Enron's complaint against
Lehman Holdings includes claims asserting preferences, fraudulent
transfers and/or conveyances, and recovery of payments pursuant to
other applicable federal and state law.

The settlement remains subject to the approval of the United
States Bankruptcy Court for the Southern District of New York.

Enron is represented in this matter by Venable LLP and Togut,
Segal & Segal.

                   About Lehman Holdings Inc.

An innovator in global finance, Lehman Brothers --
http://www.lehman.com/-- serves the financial needs of  
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The Firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.

                      About Enron Corp.

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

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


EXTREME MOTOR: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Extreme Motor Sports, Inc.
        aka Xtreme Motor Sports
        P.O. Box 1849
        Grand Central Station
        New York, New York 10163

Bankruptcy Case No.: 06-10192

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Howard M. Mansdorf                         06-10190

Chapter 11 Petition Date: February 2, 2006

Court: Southern District of New York

Judge: Robert D. Drain

Debtors' Counsel: Yann Geron, Esq.
                  Fox Rothschild LLP
                  100 Park Avenue, Suite 1500
                  New York, New York 10017
                  Tel: (212) 878-7900
                  Fax: (212) 692-0940

                     -- and --

                  Gilbert A. Lazarus
                  Lazarus & Lazarus, P.C.
                  240 Madison Avenue, 8th Floor
                  New York, New York 10016
                  Tel: (212) 889-7400

                             Estimated Assets   Estimated Debts  
                             ----------------   ---------------
Extreme Motor Sports, Inc.   $1 Million to      $1 Million to
                             $10 Million        $10 Million

Howard M. Mansdorf           Less than $50,000  $1 Million to
                                                $10 Million

A. Extreme Motor Sports, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Kawasaki Motors Finance Corp.    Business Debt         $587,304
P.O. Box 25301
Santa Ana, CA 92799-5301

North Fork Bank                  Business Debt          $70,070
275 Broadhollow Road
P.O. Box 8914
Melville, NY 11747

Bank of New York                 Business Debt          $60,000
One Wall Street
New York, New York 10286

Tucker Rocky Distributing        Business Debt          $53,421
4900 Alliance Gateway Freeway
Fort Worth, TX 76177

GE Commercial Finance            Purchase Money         $50,000
3225 Cumberland Boulevard        Security
Suite 830
Atlanta, GA 30339

41 West Sunrise Highway, LLC     Business Debt          $43,000

MBNA America                     Business Debt          $34,179

American Express                 Business Debt          $32,471

Estate of Marvin L. Lindner      Rent in Arrears        $21,038

SFX Marketing, Inc.              Business Debt          $20,000

Discover Card                    Business Debt          $10,533

Fox Racing USA Inc.              Business Debt           $9,256

M&T Bank                         Business Debt           $8,734

BBH Financial Services Co.       Business Debt           $5,592

Romaha Importers                 Business Debt           $4,213

Chase Auto Finance               Business Debt           $4,071

ADP Lightspeed                   Business Debt           $2,172

Waste Management of LI           Business Debt           $1,924

Lockhart Phillips USA            Business Debt           $1,550

Phillips Motorsport Group        Business Debt           $1,273


B. Howard M. Mansdorf's List of 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   Kawasaki Motors Finance Corporation                 $587,304
   P.O. Box 23501
   Santa Ana, CA 92799-5301

   Country Wide Home Mortgage                          $448,000
   SVB-314, P.O. Box 5170
   Simi, CA 93062-5170

   GE Commercial Finance                               $200,000
   3225 Cumberland Boulevard, Suite 830
   Atlanta, GA 30339

   New York State Department of                        $104,506
   Taxation and Finance

   North Fork Bank                                      $70,000

   David Brite                                          $65,000

   Bank of New York                                     $60,000

   MBNA America                                         $30,622

   American Express Business Credit Card                $20,831

   Snap-On-Credit LLC                                   $14,000

   American Express Executive Business Card             $12,149

   Discover Card                                        $10,532

   M&T Bank                                             $8,734

   Platinum Plus For Business                           $8,452

   Ziegelman & Rubinstein, LLP                          $7,852

   Chase Automotive Finance                             $7,401

   BBH Financial Service Company                        $5,592

   Dell Financial Services                             Unknown

   Polaris Sales Inc.                                  Unknown


GLYCOGENESIS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Glycogenesys, Inc.
        fdba Safescience, Inc.
        31 St. James Avenue, Suite 520
        Boston, Massachusetts 02116

Bankruptcy Case No.: 06-10214

Type of Business: The Debtor manufactures pharmaceutical products.

Chapter 11 Petition Date: February 2, 2006

Court: District of Massachusetts

Debtor's Counsel: Andrew G. Lizotte, Esq.
                  Hanify & King, P.C.
                  Professional Corporation
                  One Beacon Street
                  Boston, Massachusetts 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                                Claim Amount
      ------                                ------------
      Ropes & Gray                              $731,063
      One International Place
      Boston, MA 02110

      Johnson Matthey                           $187,785
      Pharmaceutical Materials
      P.O. Box 88909
      Chicago, IL 60695

      PPD Development, LP                        $87,243
      12937 Collections Center Drive
      Chicago, IL 60693

      L.E.K. Consulting                          $73,000
      

      Torys LLP                                  $63,040

      The Matthews Consultancy Ltd.              $60,558

      WPI                                        $60,216

      Greenberg Traurig LLP                      $57,738

      Deloitte & Touche LLP                      $55,500

      Northeastern University                    $50,000

      Hyaluron, Inc.                             $48,925

      Medelis, Inc.                              $47,343

      The Ruth Group                             $43,872

      Quest Pharmaceutical Services              $40,788

      The NASDAQ Stock Market, Inc.              $39,758

      Veristat, Inc.                             $38,867

      One Kendall Square Assoc., LLC             $36,386

      Sharp Healthcare                           $35,045

      The University of Arizona                  $33,000

      Wayne State University                Undetermined


GOODING'S SUPERMARKETS: U.S. Trustee Picks 3-Member Creditors Team
------------------------------------------------------------------
The United States Trustee for Region 21 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Gooding's Supermarkets, Inc.'s chapter 11 case:

    1. Valencia Community College
       c/o Keith Houck, V.P. for Administrative Services
       P.O. Box 3028
       Orlando, Florida 32802
       Tel: (407) 592-3465; Fax: (407) 582-3007

    2. Tropical Nut & Fruit, Inc.
       c/o Cheryle MacKenzie
       3368 Bartlett Blvd.
       Orlando, Florida 32811
       Tel: (407) 992-0701; Fax: (407) 843-6766

    3. Southern Wine & Spirits Of America, Inc.
       c/o Laurence Chaplin, Administrative V.P.
       16295 NW 16th Court
       Miami, Florida 33169
       Tel: (305) 627-1400; Fax: (305) 621-9157

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 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.


GOODING'S SUPERMARKETS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Gooding's Supermarkets, Inc., delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Middle
District of Florida, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property          $10,917,466
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $7,766,690
     Secured Claims
  E. Creditors Holding                             $185,938
     Unsecured Priority Claims
  F. Creditors Holding                           $2,457,375
     Unsecured Nonpriority
     Claims
                                -----------    ------------
     Total                      $10,917,466     $10,410,003

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.


HANDEX GROUP: Wants to Reject Four Unexpired Real Property Leases
-----------------------------------------------------------------
Handex Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to reject four burdensome, unexpired nonresidential real property
leases.

The Debtors want to walk away from their future obligations under
four lease agreements:
  
      Leased Premises                 Landlord
      ---------------                 --------
   309-A Norton Road            A-Climate Control
   Saraland, AL 36571           310-F Shelton Beach Road
                                Saraland, AL 36571

   9005 St. Andrews Way         BE Commercial Properties
   Mt. Dora, FL 32757           30941 Suneagle Drive
                                Mt. Dora, FL 32757

   2304 Gravel Drive, Bldg. 31  Riverbend Properties
   Fort Worth, TX 76118         c/o Stoneleigh Huff  
                                2501 Gravel Drive
                                Fort Worth, TX 76118

   500 Campus Drive             TMC Marlboro, LLC
   Morganville, NJ 07751        Attn: Ed Babits
                                100 Campus Drive
                                Morganville, NJ 07751

In most cases, Handex has guaranteed the obligations of its
affiliates and subsidiaries under the leases.

The Debtors determined that the leases no longer represent
value to their estate.  Furthermore, the Debtors say, marketing
and selling any of the leases won't result in any economic benefit
to their estates.

Although the Debtors believe that some of the leases were
terminated prepetition and, hence, no administrative claim will
arise, it is possible the Court might rule otherwise.  Therefore,
to avoid accruing any administrative expenses in connection with
each lease, the Debtors want a court order making it clear the
leases have been rejected.

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve  
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  When the Debtors filed for protection from their
creditors, they listed estimated assets and debts of $10 million
to $50 million.


HUNTSMAN CORP: Moody's Affirms Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Huntsman Corporation (HC) and of Huntsman International LLC
(HI -- which also has a B1 corporate family rating).  The change
in outlook to developing is the result of HC's announcement that
the Board of Director's has engaged financial and legal advisors
to assist it in evaluating a sale of HC and other alternatives to
enhance shareholder value, including continuing to execute its
business plan and remain an independent public company.

This action suggests that over the medium term that the ratings
may change subject to a specific sale or other alternative whose
financial impact is as yet unknown.  In the event that management
was to cease these deliberations the outlook would likely move
back to positive.  The decision to evaluate a sale and other
alternatives by HC's management was prompted by the receipt of an
indication of interest from an outside party, occurring in late
2005, regarding an acquisition of all of the outstanding stock of
the HC.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  Huntsman's products are used in
a wide range of applications, including those in the:

   * adhesives,
   * aerospace,
   * automotive,
   * construction products,
   * durable and non-durable consumer products,
   * electronics,
   * medical,
   * packaging,
   * paints and coatings,
   * power generation,
   * refining, and
   * synthetic fiber industries.

Huntsman had revenues for the twelve months ended Sept. 30, 2004
of $12.9 billion.


IMG HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: IMG Healthcare LLC
        aka IMG Healthcare Network LLC
        aka Internal Medicine Group LLC
        10001 Lake Forest Boulevard, Suite 1000
        New Orleans, Louisiana 70127

Bankruptcy Case No.: 06-10059

Type of Business: The Debtor provides healthcare services to
                  patients in the greater New Orleans area.
                  See http://www.imghealthcare.com/

Chapter 11 Petition Date: January 30, 2006

Court: Eastern District of Louisiana

Judge: Jerry A. Brown

Debtor's Counsel: William C. Gambel, Esq.
                  Milling Benson Woodward L.L.P.
                  909 Poydras Street, Suite 2300
                  New Orleans, Louisiana 70112-1010
                  Tel: (504) 569-7000
                  Fax: (504) 569-7001

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Healthcare Realty Trust, Inc.                  Unknown
   P.O. Box 281363
   Atlanta, GA 30384-1363
   Tel: (615) 269-8175

   Beckman Coulter Capital                        Unknown
   P.O. Box 41601
   Philadelphia, PA 19101-1601
   Tel: (610) 386-2595

   Barret Kain, et al.                            Unknown
   c/o Christopher T. Grace, Jr., Esq.
   110 Veterans Memorial Boulevard, Suite 360
   Metairie, LA 70005
   Tel: (504) 833-2130

   Saint Tammany Parish Hospital                  Unknown
   Service District No. 1
   1202 South Tyler Street
   Covington, LA 70433
   Tel: (985) 898-4483

   Dr. Scott Acosta                               Unknown
   1226 Camp Street
   New Orleans, LA 70130
   Tel: (504) 522-6917

   Dr. Joseph Murray                              Unknown
   4525 Toby Lane
   Metairie, LA 70003
   Tel: (504) 885-1409

   Estate of Dr. Curtis Bonin                     Unknown
   7310 Jade Street
   New Orleans, LA 70124
   Tel: (504) 282-5877

   Blitch Knevel Architects                       Unknown
   757 Saint Charles Avenue
   New Orleans, LA 70130
   Tel: (504) 524-4634

   Dr. William Buffet                             Unknown
   45130 West Merrimeade Lane
   Abita Springs, LA 70420
   Tel: (985) 809-7634

   Oncology Therapeutics Network                  Unknown
   Los Angeles, CA 90074-4342
   Tel: (800) 482-6700

   Dr. Cornelia Williams                          Unknown
   1568 Webster Street
   New Orleans, LA 70118
   Tel: (504) 891-3086

   Methodist Hospital                             Unknown
   5620 Read Boulevard
   New Orleans, LA 70127
   Tel: (610) 768-3300

   Slidell Memorial Hospital                      Unknown
   1001 Gause Boulevard
   Slidell, LA 70458
   Tel: (985) 649-8734

   Beahm & Green                                  Unknown
   145 Robert East Lee Boulevard, Suite 408
   New Orleans, LA 70124-2552
   Tel: (504) 288-2000

   Dr. John D'Antoni                              Unknown
   707 Hollybrook Drive
   Longview, TX 75605

   Dr. Sandra Spedal                              Unknown
   1320 West Drive
   Westwego, LA 70094
   Tel: (504) 371-6678

   City of New Orleans                            Unknown
   Tax Assessor
   1300 Perdido Street, Room 1E12
   New Orleans, LA 70112
   Tel: (504) 565-7070

   Hunter Medical Systems, Inc.                   Unknown
   P.O. Box 73230
   Metairie, LA 70033-3230
   Tel: (504) 888-0336

   Physician Sales & Services, Inc.               Unknown
   150 Canvasback Drive
   Saint Rose, LA 70087-4009
   Tel: (504) 578-4178

   Tenet Healthcare Corporation                   Unknown
   Memorial Medical Center
   P.O. Box 66047
   Anaheim, CA 92816-6047
   Tel: (504) 899-4143


IRISH PUB: Chapter 7 Trustee Taps Steven Gabovitch as Accountant
----------------------------------------------------------------
Joseph Braunstein, the chapter 7 trustee appointed in Irish Pub
Restaurants, Inc.'s case, asks the U.S. Bankruptcy Court for the
District of Massachusetts for permission to employ Steven A.
Gabovitch as his accountant.

Mr. Gabovitch is expected to:

   a) assist with payroll and year-end employee financial matters;

   b) prepare tax returns; and

   c) assist the Trustee with respect to any other financial
      matters associated with the administration and closing of
      the Debtor's estate.

Mr. Gabovitch advised the Trustee that his average hourly rate is
$175.

To the best of the Trustee's knowledge, Mr. Gabovitch does not
represent any interest materially adverse to the Debtor pursuant
to Section 327(a) of the Bankruptcy Code.

Headquartered in Boston, Massachusetts, Irish Pub Restaurants,
Inc., operates a chain of Bennigan's casual dining restaurants
with locations in Massachusetts, New York and Connecticut.  The
Company filed for chapter 11 protection on September 7, 2004
(Bankr. D. Mass. Case No. 04-17339).  Lewis A. Sassoon, Esq., at
Sassoon & Cymrot, LLP, represents the Debtor in its restructuring
efforts.  On June 2, 2005, the Debtor's case was converted to a
chapter 7 proceeding.  When the Company filed for protection from
its creditors, it estimated above $10 million in assets and debts.


JACOBS INDUSTRIES: IRS Says Plan is Unconfirmable Under Sec. 1123
-----------------------------------------------------------------
The Internal Revenue Service asks the U.S. Bankruptcy Court for
the Eastern District of Michigan, Southern Division, to deny
confirmation of Jacobs Industries, Inc., and its debtor-
affiliates' combined Plan and Disclosure Statement because the
plan fails to comply with the basic requirements of any chapter 11
plan outlined in Section 1123 of the Bankruptcy Code.

Stephen J. Murphy, Esq., the U.S. attorney for the Eastern
District of Michigan, explains that the Plan is unacceptable
because:

     a) it proposes to pay the IRS' $131,364 priority tax claim
        three months after the effective date instead of no more  
        than 30 days after the effective date;
   
     b) it intends to pay the IRS 4% annual interest, instead
        of the current 7% interest rate; and

     c) the Plan does not contain any provision addressing what
        happens in the event of a default.

Mr. Murphy tells the Bankruptcy Court that the Debtors should not
be allowed to take advantage of the special and equitable benefits
afforded by bankruptcy while failing to comply with the Bankruptcy
Code's statutory requirements.

Headquartered in Fraser, Michigan, Jacobs Industries, Inc.,
manufactures automotive interiors in roll forming and channel,
stampings and assembled product.  The company along with its three
affiliates filed for chapter 11 protection on Sept. 26, 2005
(Bankr. E.D. Mich. Case No. 05-72613).  Charles J. Taunt, Esq.,
and Erika D. Hart, Esq., at Charles J. Taunt & Associates,
P.L.L.C., represents the Debtors in their restructuring.  When the
Debtor filed for protection from its creditors, it listed
$19,513,913 in total assets and $21,413,576 in total debts.


KINETIC CONCEPTS: Earns $46.4 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Kinetic Concepts, Inc. (NYSE: KCI) reported fourth quarter 2005
total revenue of $322.0 million, an increase of 18% from the
fourth quarter of 2004, and full-year 2005 total revenue of
$1.21 billion, an increase of 22% over the prior year.  Excluding
foreign currency exchange movements, total revenue for the fourth
quarter increased 19% and revenue climbed 21% for the full year
2005, compared to the corresponding periods of the prior year.

Net earnings for the fourth quarter of 2005 were $46.4 million,
an increase of 36% over net earnings of $34.2 million for the
same period one year ago.  For the year, net earnings were
$122.2 million, a 27% increase over the prior year.  

"During the fourth quarter, we continued to successfully execute
on our plan to bring KCI's proven V.A.C. therapy to patients in
need," stated Dennert O. Ware, President and Chief Executive
Officer of KCI.  "We generated strong profits and cash flows
during the period in spite of changes in the U.S. competitive
environment, year-end budget constraints internationally and
unfavorable currency movements."

                       Fourth Quarter 2005

Domestic revenue for the fourth quarter of 2005 was
$239.7 million, an increase of 19% from the prior-year period due
to increased rental and sales volumes for V.A.C. wound healing
devices and related disposables.  International revenue of
$82.3 million increased 14% compared to the prior-year period.  
Excluding the effects of foreign currency exchange movements,
international revenue increased 19%, during the fourth quarter.

Worldwide V.A.C. revenue was $248.6 million for the fourth quarter
of 2005, an increase of 25% from the prior-year period.  Foreign
currency exchange movements negatively impacted worldwide V.A.C.
revenue by 1%, compared to the fourth quarter of the prior year.  
The growth in V.A.C. revenue stemmed from volume increases driven
by our continued focus on marketing and selling efforts, which are
raising customer awareness.

Worldwide surfaces revenue was $73.4 million for the fourth
quarter of 2005, a decrease of 2% from the prior-year period.  
Unfavorable currency exchange rate movements accounted for all of
the fourth quarter 2004 surface revenue decrease.

                         Year Ended 2005

Domestic revenue for 2005 was $886.2 million, a 19% increase from
2004 due directly to increased rental and sales volumes for V.A.C.
wound healing devices and related disposables.  International
revenue of $322.4 million increased 30% compared to 2004 due
primarily to higher V.A.C. unit volumes.  Foreign currency
exchange movements favorably impacted international revenue by 3%
during 2005.

Worldwide V.A.C. revenue was $907.5 million for 2005, an increase
of 30% from the prior year due primarily to increased rental and
sales volumes.  Foreign currency exchange movements favorably
impacted 2005 worldwide V.A.C. revenue by approximately 1%.

Worldwide surfaces revenue was $301.0 million for 2005, an
increase of 3% from the prior year due primarily to higher
international sales, particularly in Canada.  For the year,
foreign currency exchange movements accounted for approximately 1%
of the worldwide surfaces revenue increase.

                             Outlook

KCI currently projects full year 2006 revenue of $1.34 billion to
$1.39 billion based on continued demand for its V.A.C. negative
pressure wound therapy devices and related supplies.  While KCI
continues to expand the V.A.C. market and currently projects
double-digit growth in 2006, the revenue growth rate for 2006 is
expected to be lower than 2005 due, in part, to lower
reimbursement for negative pressure wound therapy supplies under
Medicare Part B and the current competitive environment.  
Therapeutic surfaces revenue for 2006 is expected to be in a range
consistent with historical levels.  

Net earnings per diluted share for 2006 are currently projected to
be $2.59 to $2.69, based on a weighted average share estimate of
73.5 million to 74.5 million shares.  Also, the 2006 net earnings
forecast includes after-tax expenses of approximately $7.0 million
to $8.0 million, or $0.10 to $0.11 per share, related to the
recognition of stock-based compensation expense under Statement of
Financial Accounting Standards No. 123-R.  

Kinetic Concepts, Inc., designs, manufactures, markets and
provides a wide range of proprietary products that can improve
clinical outcomes while helping to reduce the overall cost of
patient care.  

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Moody's Investors Service upgraded these ratings of Kinetic
Concepts, Inc.:

   * Guaranteed senior secured revolving credit facility due 2009,
     upgraded to Ba3 from B1

   * Guaranteed senior secured term loan B due 2010, upgraded to
     Ba3 from B1

   * Guaranteed unsecured subordinated notes due 2013, upgraded to
     B2 from B3

   * Senior implied rating, upgraded to Ba3 from B1

   * Senior unsecured issuer rating, upgraded to B1 from B2

The ratings outlook was also changed from stable to positive.  

As reported in the Troubled Company Reporter on Mar. 16, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on medical device manufacturer and hospital supplier
Kinetic Concepts Inc. to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.

The outlook remains stable.


KMART CORP: Court Allows Equity One's Claim for $700,000
--------------------------------------------------------
Equity One, Inc., formerly known as I.R.T. Property Company filed  
Claim No. 38510 in Kmart Corporation's Chapter 11 cases, covering  
lease rejection damages and cure claim amounts for eight Kmart  
Stores.  Kmart objected to the Claim.

In accordance with U.S. Bankruptcy Court for the Northern District
of Illinois' ruling on Kmart's Objection, Equity One received
initial distributions of certain shares of Kmart Common Stock into
online brokerage accounts on the Lease Rejection portion of the
Claim as it related to certain stores, including Kmart Store No.
7350.

However, Equity One and Kmart discovered two clerical errors in  
the settlement:

   (a) one brokerage account was over-funded by a total of 794
       shares of Stock; and

   (b) the Claim was incorrectly deemed settled as to Lease
       Rejection damages for Kmart Store No. 3652 in addition to
       the other Kmart stores.

Equity One and Kmart have resolved their dispute as to the  
portion of the Claim with respect to the lease agreement for  
Kmart Store No. 3652 located in Baton Rouge, Los Angeles.

The parties agree that Equity One will have an Allowed Class 5  
Lease Rejection Claim for $700,000, which will be satisfied in  
accordance with the terms of Kmart's Plan of Reorganization  
subject to the corrections of the specified errors in the  
settlement.

The first distribution to be made on account of the Allowed Claim  
will be made during the Distribution Period in January 2006.

Kmart is not relieved of its responsibility to credit an existing  
Equity One Computershare Account with any supplemental  
distributions now or in the future as they relate to the Claim --  
including damage settlements on Kmart Stores No. 7350 and 3847 --  
or any other similar claim -- including Kmart Stores No. 3690 in  
San Antonio, Texas.

Equity One's Claim Nos. 38510 and 54033 against or arising out of  
Kmart Stores No. 3652, 3747, 3847, 3925, 3966, 3994, 4893, and  
7350 will be expunged in their entirety except for the Allowed  
Claim and any supplemental distributions for Kmart Stores No.  
3847, 7350, and 3690.

Equity One is forever barred from asserting, collecting, or  
seeking to collect any other claims or amounts with respect to  
the Lease relating to Kmart Store No. 3652 except for the Allowed  
Claim and any distributions made with respect to it.

The Court signs the Agreed Order presented by the parties.

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)


LOEWS CINEPLEX: AMC Merger Prompts Moody's to Withdraw All Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Loews Cineplex
Entertainment Corporation following the completion of its merger
with AMC Entertainment, Inc.

In connection with the completion of the merger, AMC repurchased
all of Loews Cineplex's outstanding 9% Senior Subordinated Notes
due 2014 and issued $325 million of 11% Senior Subordinated Notes
due 2016.

Ratings withdrawn include:

  Loews Cineplex Entertainment Corporation:

    * Corporate Family Rating, previously rated B1

    * Senior Secured Bank Credit Facility, previously rated B1

    * Senior Subordinated Regular Bond/Debenture, previously
      rated B3

Outlook, changed to rating withdrawn from negative.

The merged company, called AMC Entertainment Inc., is
headquartered Kansas City, Missouri.  The company has interests in
approximately 415 theatres with 5,672 screens in 29 states and the
District of Columbia and 11 countries outside of the United
States.


LOVESAC CORP: Wants Squire Sanders as Lead Bankruptcy Counsel
-------------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates ask the
Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Squire, Sanders &
Dempsey LLP as their bankruptcy counsel.

Squire Sanders will:

   (a) advise the Debtors with respect to their power and duties
       as debtors-in-possession in the continued management and
       operation of their businesses and property;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advise and
       consult on the conduct of the Debtors' bankruptcy cases,
       including all of the legal and administrative requirements
       of operating in chapter 11;

   (c) assist the Debtors with the preparation of their Schedules
       of Assets and Liabilities and Statements of Financial
       Affairs;

   (d) advise the Debtors in connection with any sales of assets
       or business combinations, including the negotiation of
       asset, stock, purchase, merger or joint venture agreements,
       formulate and implement appropriate procedures with respect
       to the closing of any of those transactions, and counseling
       the Debtors in connection with those transactions;

   (e) advise the Debtors in connection with any postpetition
       financing and cash collateral arrangements and negotiate
       and draft documents relating to them, provide advice and
       counsel with respect to prepetition financing arrangements,
       and negotiate and draft documents relating to them;

   (f) advise the Debtors on matters relating to the evaluation of
       the assumption, rejection or assignment of unexpired leases
       and executory contracts;

   (g) advise the Debtors with respect to legal issues arising in
       or relating to the Debtors' ordinary course of business,
       including attendance at senior management meetings,
       meetings with the Debtors' financial and turnaround
       advisors and meetings of the board of directors;

   (h) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       them, negotiations concerning all litigation in which the
       Debtors are involved and objecting to claims filed against
       the Debtors' estates;

   (i) prepare, on the Debtors' behalf, all motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (j) negotiate and prepare, on the Debtors' behalf, a plan or
       plans of reorganization, disclosure statement and all
       related agreements and documents and taking any necessary
       action on behalf of the Debtors to obtain confirmation of
       those plan or plans;

   (k) attend meetings with third parties and participating in
       negotiations with respect to the above matters;

   (l) appear before the Court, any appellate courts and the
       United States Trustee and protecting the interests of the
       Debtors' estates before those court and the United States
       Trustee;

   (m) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their bankruptcy cases; and

   (n) perform all other necessary legal services and provide all
       other necessary legal as requested by the Debtors including
       but not limited to corporate finance, franchising,
       litigation, regulatory, labor, tax, corporate and
       intellectual property matters.

Stephen D. Lerner, Esq., a partner at Squire, Sanders & Dempsey
LLP, discloses that the Firm received a $100,000 retainer.  The
Firm's professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Partners                          $295 to $790
      Associates and Of Counsel         $145 to $630
      Paralegals and Legal Assistants    $50 to $240

Mr. Lerner assures the Court that Squire, Sanders & Dempsey LLP
does not hold or represent an interest adverse to the Debtors'
estates and is disinterested as that term is defined in the U.S.
Bankruptcy Code.

Mr. Lerner also disclosed that Stephen C. Mahon, Esq., a partner
at Squire Sanders, is a current limited partner holding less than
1% interest in Walnut Investment Partners, L.P., and Walnut
Private Equity Fund, L.P.  These two funds are shareholders in The
LoveSac Corporation.  Mr. Lerner added that Mr. Mahon has no
personal involvement in the funds' investment in the Debtors and
is simply a passive limited partner in the funds.  Mr. Mahon will
not be involved in the Firm's representation of the Debtors.

Squire Sanders & Dempsey LLP -- http://www.ssd.com/-- is a multi-
jurisdictional law firm with approximately 800 lawyers practicing
in offices throughout the Americas, Europe and Asia.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores  
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


LOVESAC CORP: Wants Bayard Firm as Local Bankruptcy Counsel
-----------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates ask the
Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware for permission to employ The Bayard Firm as
their local bankruptcy counsel, nunc pro tunc to Jan. 30, 2006.

Bayard will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses, management and any
       liquidation, abandonment, as well as the administration of
       their estates and property;

   (b) take necessary action to protect and preserve the Debtors'
       estates, including assisting in the prosecution of actions
       on behalf  of the Debtors, defending any action commenced
       against the Debtors, negotiating with respect to all
       litigation in which the Debtors are involved, and objecting
       to claims filed against the Debtors' estates;

   (c) prepare, on the Debtors' behalf, all necessary
       applications, motions, responses, objections, orders,
       reports, and other legal papers;

   (d) negotiate and draft any agreements for the sale or purchase
       of assets of the Debtors, if appropriate;

   (e) negotiate and draft a plan of reorganization, consensual or
       otherwise, and all documents related to them, including,
       but not limited to, the disclosure statements and ballots
       for voting;

   (f) take the steps necessary to confirm and implement the Plan,
       including, if needed, modifications and negotiating
       financing for the Plan; and

   (g) render other legal services for the Debtors as may be
       necessary and appropriate in the Debtors' bankruptcy cases.

Charlene D. Davis, Esq., a director at The Bayard Firm, discloses
that the Firm received a $25,000 retainer.  Bayard's professionals
bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Directors                       $435 to $590
      Associates and Counsel          $205 to $425
      Paralegals                      $155 to $185

Ms. Davis assures the Court that The Bayard Firm neither holds nor
represents any interest adverse to the Debtors and Bayard is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

The Bayard Firm -- http://www.bayardfirm.com/-- is a full-service  
law firm.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores  
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


MARLA IRISH: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Marla J. Irish
        17550 Nina Street
        Omaha, Nebraska 68130

Bankruptcy Case No.: 06-80078

Chapter 11 Petition Date: January 30, 2006

Court: District of Nebraska (Omaha Office)

Judge: Chief Judge Timothy J. Mahoney

Debtor's Counsel: William L. Biggs, Jr., Esq.
                  Gross & Welch, P.C., L.L.O.
                  2120 South 72 Street
                  1500 Omaha Tower
                  Omaha, Nebraska 68124
                  Tel: (402) 392-1500
                  Fax: (402) 392-8101

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mid City Bank                    Signature Loan        $306,750
Attn: Jim Fitl
304 South 42nd Street
Omaha, NE 68131
Tel: (402) 558-8000

Mid City Bank                    Personal loan         $150,250

Mid City Bank                    Unsecured portion      $67,377

MBNA                                                     $6,859
P.O. Box 15026
Wilmington, DE 19850-5026

American Express                                         $6,158
P.O. Box 297804
Fort Lauderdale, FL 33329

Capital One                      Account in name of      $6,361
P.O. Box 790216                  Blackthorne Real
Saint Louis, MO 63179-0216       Estate
                                 Development Co.
                                 and Kevin D. Irish.
                                 May also be
                                 guaranteed by
                                 Debtor.

Capital One                      Billed to               $5,883
                                 Blackthorne Real
                                 Estate and Kevin
                                 D. Irish

Alegent HealthImmanual                                   $4,571
Medical Center
2301 North 117th Avenue
Suite 100
Omaha, NE 68164-3483

Capital One Platinum Mastercard                          $2,366

Havers Mar-H                                               $500
8032 Maple Street
Omaha, NE 68134

Dillards                                                   $407
P.O. Box 4599
Carol Stream, IL 60197-4599

Tim Swisher                                                $200
David, Larimer, Kuhl & Swisher
1004 Farnam Street, Suite 204
Omaha, NE 68102

Marks Claire & Richards, LLC                               $128
10605 Miracle Hills Drive
Suite 300
P.O. Box 542005
Omaha, NE 68154

Capital One                                                 $89


MERISANT CO: Poor Performance Leads Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the senior secured bank
facilities of Merisant Company to Caa1 from B2 and its senior
subordinated notes to Ca from Caa2.  Moody's also downgraded the
senior subordinated debt of Merisant's parent -- Merisant
Worldwide -- to C from Caa3, as well as the corporate family
rating to Caa3 from B3.  The outlook is stable.

The downgrade follows:

   * the continuing deterioration in the company's sales,
     earnings, and cash flow;

   * the continuing weakening of the company's debt protection
     measures; and

   * the increased risk that Merisant will be unable to adequately
     improve its financial flexibility in order to prevent a
     default on its securities and bank facilities.

Ratings downgraded are:

  Issuer: Merisant Co.

  Downgrades:

     * $35M Senior Secured Bank Credit Facility due 2009,
       downgraded to Caa1 from B2

     * $36.6.M Senior Secured Bank Credit Facility due 2009,
       downgraded to Caa1 from B2

     * $165.8M Senior Secured Bank Credit Facility due 2010,
       downgraded to Caa1 from B2

     * $225M 9.5% Senior Subordinated Regular Bond/Debenture
       Due 2013, downgraded to Ca from Caa2

  Issuer: Merisant Worldwide, Inc.

  Downgrades:

     * Corporate Family Rating, downgraded to Caa3 from B3

     * $136.0M Senior Subordinated Regular Bond/Debenture due
       2014, downgraded to C from Caa3

The ratings downgrade reflects Merisant's continuing decline in
sales, earnings, and cash flow -- particularly in its North
American retail division in grocery, club and mass channels.
Overall income from operations (excluding restructuring fees and
charges) fell from $74.9 million in 2003 to $46.4 million in 2004
and to $40.1 million for the 12-months ended September 2005.  This
has resulted in an increase in enterprise-wide debt/EBITDA
(including Moody's standard analytic adjustments) from 6.5X in
2004 to 7.4X for the 12-months ended Sept. 20, 2005.

Market share gains from Johnson & Johnson's Splenda brand was the
primary driver for the earnings dissapointments.  Another smaller
factor was unfavorable press in Europe regarding the health
profile of aspartame.  Moody's believes that further erosion in
profits and credit metrics is possible as Splenda rolls out its
products worldwide and/or if other competitive responses by
Merisant are unsuccessful.  While Moody's recognizes the new
product innovation efforts that Merisant's new management team is
pursuing, they have to date been unable to stop the decline in
sales and earnings, and may take longer-than anticipated to gain
traction.  Given the burden of Merisant's high leverage and its
declining financial flexibility, Moody's believes that the risk of
default has increased.

The new rating levels and stable outlook reflect Moody's view of
Merisant's uncertain financial flexibility and recovery values in
a distressed scenario.  In relation to the company's enterprise
value, Moody's notes Merisant's still sizeable global market share
(26% dollar share in 2004) in the growing low calorie tabletop
sweeteners market, with sizeable shares in:

   * North America,
   * the UK,
   * France, and
   * Mexico.

Merisant also benefits from geographic diversification and a broad
foodservice customer base.  However, failure to stabilize its
operating performance such that enterprise value deteriorates
could result in further downgrades.

The senior secured credit facilities were downgraded two notches
and are now rated two notches higher than the corporate family
rating.  This widened notching reflects the superior position of
the credit facilities relative to the overall enterprise ratings
as the facilities, with their first claim on the assets are likely
to experience significantly better recovery prospects relative to
other debt classes in a distressed scenario.  The senior
subordinated notes at Merisant Company are notched down from the
corporate family rating reflecting their effective and contractual
subordination to the senior secured credit facilities.  The senior
subordinated notes are guaranteed on a subordinated basis by
Merisant's direct holding company and its US subsidiaries.  The
senior subordinated notes at Merisant Worldwide are notched down
from the corporate family rating, as well as from the senior
subordinated debt at Merisant, due to its contractual and
effective subordination to senior Merisant debt, as well as its
structural subordination to debt at Merisant.

Merisant Worldwide, Inc. is headquartered in Chicago, Illinois.
The company had LTM Sept. 30, 2005, revenues of approximately $327
million.  The company packages and distributes low calorie
tabletop sweeteners (primarily aspartame and saccharin-based),
which include:

   * Equal,
   * NutraSweet, and
   * Candarel brands,

via foodservice and retail channels in over 100 countries.


MUSICLAND HOLDING: Wants to Return Goods and Obtain Trade Credit
----------------------------------------------------------------
To satisfy their customers' requests, Musicland Holding Corp. and
its debtor-affiliates strive to ensure that their stores are
well-stocked with the most popular and recently released movies,
music and other entertainment products.  However, the demand for a
particular movie or album is difficult to predict.

Return rights permit a retailer to return inventory at any time to
its vendors for credit against the amounts owed for past purchases
or for credit against future purchases.  Those return rights
enable a retailer to ensure a sufficient supply of new products as
they are released and before the demand can be fully ascertained,
shift the risk of obsolete and undesired product from the retailer
to the vendor, and enable the Debtors to maintain a broader
selection of inventory without significant risk of loss if the
products cannot be sold.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, the Debtors customarily purchase movies, music and
entertainment products from vendors with return rights.  The
Debtors rely on return rights in purchasing Inventory and
establishing Inventory levels.  On a monthly basis, the Debtors
designate some of their unsalable or slow-moving Inventory for
return to vendors.

Mr. Sprayregen discloses that the Debtors, excluding MediaPlay
stores, had $297 million of Inventory held for sale as of
January 4, 2006.

Mr. Sprayregen notes that to manage the Debtors' inventory
effectively and efficiently, the Debtors must have the ability

   (i) to return Inventory existing on the Petition Date; and

  (ii) to order entertainment products postpetition on credit
       with the ability to return unsold Inventory.

The Debtors entered into security agreements with a number of the
Debtors' major music and video suppliers in November 2003.  In
those Trade Lien Agreements, the Debtors granted those vendors
second liens on all the Debtors' inventory held for sale, junior
in priority to the liens securing the Debtors' obligations to
Wachovia Bank, National Association, the Debtors' prepetition
lender.  Mr. Sprayregen relates that the Debtors' books showed
that the Trade Lien Creditors were owed more than $180 million as
of the Petition Date.

Mr. Sprayregen tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors have worked closely with an
Informal Committee of Trade Lien Vendors to develop an acceptable
returns program for the Trade Lien Creditors during the Chapter 11
Cases.  Subsequently, the parties agreed to two standard forms of
agreements that will serve as basis for the Debtors' negotiations
with the Trade Lien Creditors and with the unsecured vendors.

Mr. Sprayregen, however, notes that no vendor is obligated to
accept an Agreement and the Debtors are not obligated to enter
into an Agreement with any vendor.

The Trade Committee is composed of:

   * Buena Vista Home Entertainment, Inc.,
   * EMI Recorded Music,
   * North America,
   * Paramount Pictures,
   * Home Video Division,
   * Sony BMG Music Distribution,
   * Sony Pictures Home Entertainment Inc.,
   * Twentieth Century Fox Home Entertainment LLC,
   * Universal Music and Video Distribution,
   * V.P.D. IV, Inc.,
   * Warner/Elektra/Atlantic Corporation, and
   * Warner Home Video Inc.

Each of the original signatories to the Trade Lien Agreements --
Columbia Tristar Home Entertainment, Inc., and V.P.D. IV, Inc. --
currently are represented on the Trade Committee.

Mr. Sprayregen relates that the Agreements reflect the fact that
bankruptcy disrupts the normal inventory return process.  
Moreover, the Agreements establish terms for the return of
prepetition goods to the Debtors' vendors for credit against the
vendor's prepetition claims and for open account credit based on
the prepetition inventory returned.

The salient terms of the Agreements are:

   a. Postpetition Line of Credit.  The vendor will provide the
      Debtors with an open ongoing line of credit equal to 100%
      of each dollar of prepetition merchandise returned by the
      Debtors.  That line of credit will remain open and
      available until the earlier of 30 days after the effective
      date of an Agreement, or the occurrence of a termination
      event.  The full amount of the postpetition account will be
      immediately due upon termination.

   b. Priority and Security for Postpetition Account

      -- Trade Lien Creditors.  If the vendor also is a Trade
         Lien Creditor, the Postpetition Account will be secured
         pursuant to the terms of a Trade Lien Agreement.  The
         liens securing a Postpetition Account owed to a Trade
         Lien Creditor will be subordinate to:

            * all liens in favor of Wachovia;

            * any valid, perfected and non-avoidable liens as of
              the Petition Date, and

            * any carve-outs for the fees and expenses of Chapter
              11 professionals stated in any cash collateral
              order or DIP Financing approved by the Court.

      -- Superpriority Administrative Claim.  Any Postpetition
         Account will be granted an allowed superpriority  
         administrative claim pursuant to Section 364(c)(1) of
         the Bankruptcy Code with priority over all
         administrative expenses or other claims under Section
         503(b) or 507(b) and with recourse to all property of
         the Debtors' Estates.

         However, that superpriority administrative claim will
         be:

            * subject and subordinate to any valid, perfected and
              non-avoidable liens;

            * subordinate to any administrative priority granted
              to Wachovia and the lenders party to any DIP
              Financing approved by the Court;

            * subject and subordinate to the fees of the U.S.
              Trustee and the fees payable to the Clerk of the
              Court pursuant to 28 U.S.C. Section 1930(a); and

            * subject and subordinate to any carve-outs for fees
              and expenses for Chapter 11 professionals specified
              in any Court-approved cash collateral order or DIP
              Financing.

   c. Liens, Diminution of Value.  The liens granted to secure
      the Postpetition Account of a Trade Lien Creditor will be,
      at all times, ranked pari passu with the liens granted to
      the Trade Lien Creditors pursuant the terms of the security
      agreements among the Debtors and those Trade Lien Creditors
      in effect immediately after the Petition Date and any
      replacement liens granted to the Trade Lien Creditors for
      adequate protection pursuant to the Court orders approving
      the DIP Financing or any further order authorizing the
      continued use of the Trade Lien Creditors' cash collateral.

      Upon the return of Prepetition Merchandise, there will be
      a diminution in the value of the collateral securing the
      Trade Lien Creditors in an amount equal to the fair market
      value of those returned merchandise and, in accordance with
      the terms of the Order authorizing the DIP Financing, the
      Trade Lien Creditors will automatically receive adequate
      protection replacement liens.

   d. Returns of Prepetition Merchandise.  The vendor will
      accept from the Debtors the return of any and all
      Prepetition Merchandise in accordance with the vendor's
      standard return policy and practice for so long as the
      Agreement remains in effect.  All returns of Prepetition
      Merchandise will first be credited dollar-for-dollar
      against the vendor's claims for goods sold and delivered to
      the Debtors prior to the Petition Date; and second, will be
      credited dollar-for-dollar against the Postpetition
      Account.

      That Prepetition Merchandise returned to a vendor will be
      free and clear of all claims and liens and will be valued,
      authorized and verified pursuant to the standard return
      practice and policy for the vendor's merchandise.

   e. Vendors' Claims.  The Trade Lien Creditor and unsecured
      vendor's Prepetition Claims are enforceable against the
      Debtors and admitted and allowed as a secured claim or
      claim in an amount at least equal to the vendor's
      Prepetition Claim.  Nothing will preclude the Debtors or
      any other party-in-interest from asserting any objection,
      claim or cause of action against the vendor; provided that,
      the terms of the Order approving the DIP Financing will
      govern the rights of the Debtors or any other party-in-
      interest as against the Trade Lien Creditors.  The Trade
      Lien Creditor and unsecured vendor's Postpetition Account
      will constitute a Secured Postpetition Vendor Claim or a
      Postpetition Vendor Claim.

Mr. Sprayregen asserts that the Agreements will enhance the
Debtors' financial performance, the value of the Debtors' business
and the prospects for a successful reorganization.  Those
Agreements are critically important to the Debtors and are in the
best interests of the estates.

Therefore, pursuant to Sections 364 and 546(h), the Debtors seek
the Court's authority to return prepetition inventory of
prepackaged media including CDs, DVDs and games to the Debtors'
vendors, and to incur and obtain from those vendors an open
Postpetition line of credit equal to one dollar for every dollar
of prepetition Inventory returned.

The Debtors propose to provide these parties-in-interest with
written notice within five business days upon execution of an
Agreement:

   a. U.S. Trustee,

   b. counsel to Wachovia, and

   c. counsel to the Trade Committee, Michael A. Bloom, Esq., at
      Morgan, Lewis & Bockius LLP, in Philadelphia, Pennsylvania.

A Notice Party is entitled to object to the Debtors' execution of
the Agreement within 10 days of the date of written notice, if:

   a. executed Agreement contains terms and conditions that
      differ in some material respect from the original form;

   b. the different terms and conditions adversely affect the
      objecting Notice Party's interests.

A full-text copy of the Trade Lien Creditors Agreement is
available for free at http://ResearchArchives.com/t/s?4de

A full-text copy of the Unsecured Vendors Agreement is available
for free at http://ResearchArchives.com/t/s?4df

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


MUSICLAND HOLDING: Wants to Pay Warehousing & Shipping Claims
-------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to pay prepetition claims relating to shipping and other potential
lien claimants in amounts determined by the Debtor as necessary
and appropriate.

                   Shippers and Warehousemen

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis
LLP, the Debtors hire shippers and warehousemen to assure the
timely shipping and delivery of goods sold in the ordinary course
of the Debtors' businesses.  The Debtors believe that, unless
paid, Shippers and Warehousemen may withhold delivery of, or
access to, the goods in their possession, which have a value well
in excess of the amount of Warehousing Claims. Moreover, under the
laws of many states, Shippers and Warehousemen may have a
possessory lien on goods in their possession.

Mr. Sprayregen says that in connection with the normal operation
of their businesses, the Debtors purchase music, movies and
entertainment-related products from numerous vendors and
suppliers.  The Debtors' ability to timely receive, distribute and
return those Retail Goods depends on the maintenance of a
successful and efficient supply and delivery network.

Thus, Mr. Sprayregen notes that the Debtors' business operations
and their reorganization's success depends on the maintenance of
reliable and efficient transportation and sale processing systems
for Retail Goods.  Those systems involve the use of the Shippers
and Warehousemen.

Mr. Sprayregen discloses that the Debtors have historically paid
$50 million annually to the Shippers and Warehousemen, a portion
of which is outstanding at any time.  The Debtors expect that, as
of the Petition Date, some of the Shippers and Warehousemen will
have $10 million in outstanding invoices prior to the Petition
Date.  Some of the Shippers and Warehousemen may refuse to
continue to carry goods and make timely delivery.

Based on the Debtors' belief that majority of the Shippers and
Warehousemen do not have the right to refuse performance or assert
liens under their contracts, and considering that the Shippers and
Warehousemen currently are holding $73 million of goods, the
Debtors seek the Court's permission to pay up to $10 million.

Further, the Debtors ask the Court's permission to make non-
disputed prepetition payments to the Shippers and Warehousemen
relating to the $10 million Shipping Charges to:

   (a) obtain release of critical or valuable goods or equipment
       that may be subject to liens;

   (b) maintain a reliable, efficient and smooth distribution
       system; and

   (c) induce critical shippers, warehousemen and other creditors
       with potential liens to continue to carry goods and
       equipment and make timely delivery.

                        Lien Claimants

In addition, the Debtors routinely transact business with a number
of other third parties who have the potential to assert mechanics'
or artisans' liens against the Debtors and their property if the
Debtors fail to pay for the goods or services rendered.  Those
Lien Claimants perform various services for the Debtors, including
new store build-outs, store remodeling and repairs.

Mr. Sprayregen explains that although the Debtors have generally
made timely payments to the Lien Claimants as of the Petition
Date, a substantial number of the Lien Claimants may have been
unpaid for certain prepetition goods and services.

Mr. Sprayregen argues that the existence and perfection of the
Mechanics' Liens could possibly place the Debtors out of
compliance under their various leases.  Moreover, certain Lien
Claimants may refuse to perform their ongoing obligations under
those agreements with the Debtors, including installation,
servicing and warranty obligations.

To avoid undue delay and to facilitate the continued operation of
the Debtors' businesses, the Debtors seek the Court's immediate
authority to pay the claims of Lien Claimants that have given or
could give rise to a lien against the Debtors' assets, provided
that the Debtors will not be authorized to pay a Lien Claimant
unless the Lien Claimant has perfected or is capable of perfecting
one or more liens in respect of that claim.

                           Court Order

Judge Bernstein grants the Debtors' request on an interim basis.
Judge Bernstein authorizes the Debtors to pay prepetition
Shipping Charges of up to $10 million subject to having the
ability to do so under the Debtors' proposed DIP financing.

Further, Judge Bernstein allows the Debtors to pay prepetition
Lien Claims of up to $2 million.

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


MUSICLAND HOLDING: Asks Court to Set May 1 as Claims Bar Date
-------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates anticipate
filing their Schedules of Assets and Liabilities 75 days after the
Petition Date.  Thus, it is essential to ascertain the full
nature, extent and scope of the claims asserted against the
Debtors and their estates as soon as possible.

Further, to develop a comprehensive, viable reorganization plan,
the Debtors must have complete and accurate information regarding
the nature, amount and status of all claims against the Debtors
that will be asserted in the Chapter 11 Cases.

                             Bar Dates

Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to establish May 1, 2006, as the
last day for all creditors, other than governmental units, to file
prepetition claims.

Pursuant to Section 502(b)(9) of the Bankruptcy Code, the Debtors
ask the Court to establish July 12, 2006, as last day for all
governmental units to file prepetition claims.

The Debtors propose the later of the General Bar Date or 30 days
after a claimant's notification of the Debtors' amendment to the
Schedules -- reducing or deleting the undisputed, noncontingent
and liquidated amounts or changing the classification of the claim
-- as the amended schedule bar date.

In addition, the Debtors propose that the Bar Date for rejection
damage claims will be the later of the General Bar Date or 30 days
after the date of the Rejection Order.

The Debtors want to retain the right to:

   (a) dispute, assert offsets or defenses against, any claim
       filed, listed or reflected in the Schedules as to nature,
       amount, liability, or classification; or

   (b) subsequently designate any claim as disputed, contingent,
       or unliquidated.

                           Filing Claims

The Debtors require these persons or entities to file a Proof of
Claim on or before the Bar Date:

   (a) any entity whose claim is listed as disputed, contingent,
       or unliquidated in the Debtors' Schedules and that desires
       to participate in any of the Debtors' Chapter 11 cases or
       share in any distribution in those chapter 11 cases;

   (b) any entity whose claim is improperly classified in the
       Debtors' Schedules or is listed in an incorrect amount and
       that desires to have its claim allowed in a classification
       or amount other than that listed in the Schedules; or

   (c) any entity whose claim against a Debtor is not listed in
       the applicable Debtors' Schedules.

Entities holding these claims need not file a proof of claim:

   * claims listed in the Debtors' Schedules as contingent,
     unliquidated or disputed, and which are not disputed by the
     creditor holding that claim as to nature, amount, or
     classification;

   * claims on account of which a proof of claim has already been
     properly filed with the Court;

   * claims previously allowed by the Court;

   * claims allowable under Sections 503(b) and 507(a)(1) of the
     Bankruptcy Code as administrative expenses of the chapter 11
     cases;

   * claims made by any of the Debtors or any direct or indirect
     subsidiary of any of the Debtors against one or more of the
     other Debtors; or

   * claims for which specific deadlines have previously been
     fixed by the Court.

Entities asserting Claims against more than one Debtor are
required to file a separate proof of claim form with respect to
each Debtor.  Each proof of claim must identify the particular
Debtor against which the Claim is asserted.

The Debtors propose to mail notice of the Bar Dates to their known
creditors and rely on publication to give notice to their unknown
creditors.  The Debtors will publish the Bar Date Notice in USA
Today (National Edition) and a trade publication in wide
circulation.

Pursuant to Bankruptcy Rule 3003(c)(2), any entity that is
required to file a proof of claim but fails to timely do so by the
applicable Bar Date will be:

    (a) forever barred, estopped and enjoined from asserting any
        claim that:

        * exceeds the amount identified in the Schedules as
          undisputed, non-contingent, and liquidated; or

        * is of a different nature, classification or priority
          than any claim identified in the Schedules; and

    (b) barred from participating in any distribution from any
        Debtor's estate with respect to that Unscheduled Claim.

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


NATIONAL VISION: Debt Repayment Cues Moody's Ratings Withdrawal
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings on National Vision,
Inc.  Ratings have been withdrawn because all rated debt has been
repaid as part of the recent leveraged buyout of the company by
Berkshire Partners LLC.

These ratings are withdrawn:

   * Senior secured note rating of B3
   * Corporate family rating of B3

National Vision, Inc., with headquarters in Lawrenceville,
Georgia, is a provider of optical services in host locations.
Revenue for the twelve months ended July 2, 2005 was approximately
$225 million.


NORTEL NETWORKS: Moody's Rates $450MM Unsec. Credit Facility at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the senior
secured Tranche A of Nortel's proposed interim facility and a B3
to its proposed senior unsecured Tranche B interim facility;
upgraded existing 2023 senior notes to B2, affirmed the B3
Corporate Family Rating, B3 Senior Unsecured ratings of Nortel and
the SGL-3 liquidity rating.  The ratings outlook remains negative.

Nortel is borrowing $1.3 billion under an interim one-year credit
facility with the intent to use the proceeds to repay its $1.275
billion of 6.125% notes which mature Feb. 15, 2006.  The interim
facility will be comprised of two tranches:

   * an $850 million senior secured Tranche A; and
   * a $450 million Senior Unsecured Tranche B.

The B2 Senior Secured rating assigned to Tranche A of the interim
credit facility reflects the pledge of substantially all of the
company's U.S. and Canadian assets as collateral.  Moody's notes
that the company's foreign assets will not be a part of the
collateral package.  The collateral package represents
approximately 60% of the company's consolidated assets and
revenue.  

The $200 million 6.875% senior notes due 2023 were also granted
the same collateral package, in accordance with the terms of the
indenture, hence the upgrade of the notes to B2.  The continued
notching up of the 2023 notes will depend on future collateral
package, if any, when permanent financing is put in place.  
Moody's notes that pro forma for the transaction, secured
obligations will represent approximately 30% of Nortel's
consolidated total borrowings.  The new facilities are issued by
Nortel Networks Inc. (NNI) and will be guaranteed by Nortel
Networks Corporation (NNC) and Nortel Networks Limited (NNL).

The B3 corporate family rating reflects significant challenges
Nortel faces to restore market credibility as well as revenue and
profitability growth amidst an intensively competitive and
consolidating market for telecommunications equipment.  Internal
disruption due to its ongoing accounting investigation has
hampered Nortel's recovery from the telecom spending downturn that
began in 2001.  The rating also reflects weak overall credit
metrics and significant senior management turnover that has
disrupted development and execution of a clear strategy to regain
profitable market share growth.  The company has lost market share
in key product areas, particularly in its higher growth Wireless
Networks segment.

The ratings also incorporate the company's sustained investments
in key, next generation wireless and wireline technologies, as
spending on research and development as a percentage of total
revenue has remained the highest among its peers at approximately
18%.  Nortel holds solid market positions in voice over IP and
dense wavelength division multiplexing transport technologies.  
The company will continue to focus on operating cost reduction
through further real estate optimization and other cost
containment actions, as it targets a decline in operating expenses
to the mid 30% range (as a percentage of revenue) versus the low
40% range for 2004.

The negative ratings outlook considers:

   * Moody's expectation for modest improvement in financial
     performance in 2006;

   * limitations to cash flow generation; and

   * continuing exposure to shareholder litigation and federal
     investigations.

Although the company has maintained adequate liquidity to address
near term funding requirements, cash balances may fall
significantly within the next 12 months should Nortel be unable to
refinance $1.3 billion interim credit facility which matures
February 2007 and/or face material unfavorable outcome to the
ongoing litigation.

The ratings could face further downward pressure to the extent:

   1) Nortel experiences slower recovery of profitability than
      expected;

   2) changes in market conditions negatively impact Nortel's
      competitive position and prospects for recovery; or

   3) Nortel materially reduces its financial flexibility perhaps
      through acquisitions or from judgments or settlements
      against the company from outstanding litigation or penalties
      resulting from federal investigations.

The ratings outlook could be revised to stable upon successful
refinancing of the company's $1.3 billion interim financing and to
the extent the company continues to increase credit protection
measures through sustained improvement in operational performance
while adequately addressing deficiencies in its internal controls.

As of Dec. 31, 2005, the company had approximately unrestricted
cash of $3.0 billion and debt of $3.9 billion.  The SGL-3
speculative grade liquidity rating reflects the company's:

   * substantial current cash balances;

   * expectations for negative free cash flow in 2006;

   * limited sources of committed external liquidity;

   * significant near term debt maturities; and

   * limited ability for asset sales due to the assets that are
     encumbered under the secured credit facility and notes.

The company does not have access to any committed credit
facilities beyond $300 million of committed portion of the $750
million EDC facility.

These ratings were assigned:

  Nortel Networks Inc.:

     * Senior Secured Interim Credit Facility -- B2
     * Senior Unsecured Interim Credit Facility -- B3

This rating was upgraded:

     * 6.875% Senior Secured notes due 2023 -- to B2 from B3

These ratings were affirmed:

  Nortel Networks Corporation:

     * 4.25% Senior Unsecured Convertible notes (guaranteed by
       Nortel Networks Limited) -- B3

  Nortel Networks Limited:

     * Corporate Family Rating -- B3
     * Preferred Stock -- Caa3
     * Speculative Grade Liquidity rating -- SGL-3

  Nortel Networks Capital Corporation:

     * 7.40% Senior Unsecured notes (guaranteed by Nortel Networks
       Limited) -- B3

     * 7.875% Senior Unsecured notes (guaranteed by Nortel
       Networks Limited) -- B3

Nortel Networks Corporation is a global telecommunications
networking solutions provider headquartered in Brampton, Ontario,
Canada.


NRG ENERGY: Expects to Get $500M from Sale of 2M Preferred Shares
-----------------------------------------------------------------
NRG Energy, Inc., is offering 2,000,000 shares of its 5.75%
mandatory convertible preferred stock for $250 per preferred
share.  The Company expects to raise $500 million in gross
proceeds from this offering, and $486.25 million after
underwriting discounts are deducted from the gross proceeds.  

To the extent the underwriters sell more than 2,000,000 preferred
shares, the underwriters have the option to purchase up to 300,000
additional preferred shares before February 27, 2005, at $243.125
per preferred share.

The joint book-running managers for the offer are:

   * Morgan Stanley;
   * Citigroup;
   * Lehman Brothers;
   * Banc Of America Securities Llc;
   * Deutsche Bank Securities;
   * Goldman, Sachs & Co.; and
   * Merrill Lynch & Co.

Concurrently with this offering, the Company is offering senior
notes and shares of its common stock.  As reported in the Troubled
Company Reporter on Jan. 30, 2006, the Company sold $3.6 billion
of debt 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.

As reported in the Troubled Company Reporter on Feb. 1, 2006, the
Company is offering 20,855,057 shares of its stock to the public
priced at $48.75 per share.  The company expects to net
$985,083,508 after deducting expenses and the 3% underwriters'
discount.

The preferred stock offering is not conditioned on the
consummation of these concurrent offerings.

               Description of the Preferred Stock

The Company will pay dividends on each share of its mandatory
convertible preferred stock in an annual amount of $14.375.
Dividends will accrue and cumulate from the date of issuance.  The
Company will pay dividends in cash on March 15, June 15, September
15 and December 15 of each year prior to March 15, 2009.  The
first dividend payment will be made on March 15, 2006, in the
amount of $1.7170 per preferred share.

Each preferred share has a liquidation preference of $250, plus
accrued, cumulated and unpaid dividends.  Each preferred share
will automatically convert on March 16, 2009, into between 4.1356
and 5.1282 shares of the Company's common stock.

At any time prior to March 16, 2009, holders may elect to convert
each preferred share into 4.1356 common shares. If the closing
price per common share exceeds $90.675 for at least 20 trading
days within a period of 30 consecutive trading days, the Company
may elect to cause the conversion of all, but not less than all,
of the preferred shares then outstanding at the conversion rate of
4.1356 common shares per preferred share.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?4d4

Prior to the preferred stock offering, there has been no public
market for the Company's mandatory convertible preferred stock.  
The Company's has applied to list its mandatory convertible
preferred stock on the New York Stock Exchange under the symbol
"NRGPra". Shares of our common stock are listed on the New York
Stock Exchange under the symbol "NRG."  

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.


O'SULLIVAN IND: Panel's Investigative Period Extended to Feb. 14
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 14, 2005, the Official Committee of Unsecured Creditors
told Judge C. Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia that without foundation in applicable
law, O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates seek to provide excessive consideration to Senior
Secured Noteholders in the guise of "adequate protection."  The
Committee believes that the Senior Secured Noteholders are more
than adequately protected by the Debtors' maintaining the going-
concern value of their business.

Thus, the Committee asked the U.S. Bankruptcy Court for the
Northern District of Georgia to substantially modify the adequate
protection stipulation to ensure that the Debtors' Chapter 11
cases proceed on a level playing field, with a full and complete
opportunity for the Committee to fulfill its statutory
obligations.  The Committee also asks the Court to consider its
proposed alternative Adequate Protection Stipulation, which
provides the Senior Secured Notes with "adequate protection" that
the law compels, without sacrificing the rights of general
unsecured creditors.

James R. Sacca, Esq., at Greenberg Traurig, LLP, in Atlanta,
Georgia, related that on Nov. 3, 2005, the Committee received a
revised version of the Adequate Protection Stipulation.  Less than
24 hours later, the Committee received a further revised
Adequate Protection Stipulation, which made additional substantive
changes to the Initial Revised Adequate Protection
Stipulation.

In addition, Mr. Sacca contended that the Committee should be
given more time to investigate the prepetition senior secured
notes liens and Bank of New York's claim.  The Committee asked the
Court to extend the deadline for it to bring any action to
challenge the Prepetition Senior Secured Notes Liens and the BNY
Claim to January 24, 2006.

Furthermore, Mr. Sacca argued that:

   * The Senior Secured Noteholders impermissibly seek to limit
     the rights of discovery and the rights of third
     parties-in-interest to commence an adversary proceeding;

   * Without due notice, the Debtors and the Senior Secured
     Noteholders seek to cap the amount that the Committee can
     spend on its Investigation; and

   * The Senior Secured Noteholders have added a new limitation
     that essentially waives the rights of all third parties to
     have their administrative claims paid from either the
     Prepetition Senior Secured Notes Collateral, the
     Postpetition Senior Secured Notes Collateral, or the
     unencumbered assets of the Debtors' estates, if the cases
     are not successful.

                           Court Order

Pursuant to the Adequate Protection Stipulation, the Official
Committee of Unsecured Creditors is authorized to investigate and
commence actions challenging the validity, perfection, and
enforceability of The Bank of New York's liens in the Debtors'
property and the amount and allowability of the Debtor's
prepetition indebtedness.

In a Court-approved stipulation, the Debtors, the Creditors'
Committee, and the Ad Hoc Senior Secured Noteholders Committee --
GoldenTree Asset Management L.P., Mast Credit Opportunities I,
(Master) Ltd., and Breakwater Fund Management, LLC -- agree to
extend the Committee's Investigative Period until February 14,
2006.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On Sept. 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PANTRY INC: Earns $33 Million Net Income in First Fiscal Quarter
----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY), disclosed its financial results
for its first fiscal quarter ended December 29, 2005.

Total revenues for the quarter were approximately $1.3 billion, a
39.7% increase from last year's first quarter.  Net income was
$33.0 million, more than double net income a year ago of $12.4
million, or $0.59 per share.  The results for the first quarter of
fiscal 2006 include approximately $0.05 per share in expenses
related to the Company's refinancing of its credit facilities.

"Our first quarter performance was exceptionally strong,
reflecting unusually favorable conditions in the gasoline market
early in the quarter, and benefits from prior year acquisitions,"
said Peter J. Sodini, President and Chief Executive Officer.  "In
addition, we continued to benefit from solid increases of nearly
5% in both comparable store merchandise sales and gasoline gallons
sold.  We believe that our ongoing strategic initiatives,
including the rollout of additional food service offerings and
private label merchandise is helping to drive growth, as are the
attractive demographics of our southeastern markets and the appeal
of our modern store base, most of which has been remodeled and
rebranded under the Kangaroo banner over the last three years."

Merchandise revenues for the quarter increased 10.3% overall and
5.0% on a comparable store basis.  The merchandise gross margin
was 37.5%, a 120 basis-point improvement from 36.3% a year ago.   
Total merchandise gross profits were $118.7 million, a 14.1%
increase from last year's first quarter.  Comparable store
gasoline gallons rose 4.6%, while total gallons sold increased
20.1%.  Total gasoline revenues were up 52.6%, in part due to a
27.1% increase in the average retail price per gallon, to $2.44.   
The gross margin per gallon was 21.2 cents, compared with 14.6
cents a year ago.  Gasoline gross profits for the quarter totaled
$86.6 million, a 73.6% increase from last year's first quarter.

Mr. Sodini continued, "We also made excellent strategic progress
across several fronts during the quarter.  In October, we
announced an extension of our gasoline supply agreement with
Citgo, as well as a new agreement with ExxonMobil, enhancing the
flexibility and security of our gasoline supplies.  We announced
agreements for two accretive 'tuck-in' acquisitions involving a
total of 58 stores in Mississippi, Louisiana and North Carolina.   
In addition, we strengthened our capital structure through a
$150 million convertible notes offering and a refinancing of our
credit facilities, which will reduce interest expense and increase
our capacity to finance future acquisitions."

Mr. Sodini concluded, "As we recently announced, we have increased
our earnings per share guidance for fiscal 2006 to a range between
$2.95 and $3.05, excluding pending or future acquisitions.  This
increase reflects both the strong first quarter results and our
assumption that gasoline margins will be closer to historical
levels over the balance of the year, including the normal seasonal
weakness in the current quarter."

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the
leading independently operated convenience store chain in the
southeastern United States and one of the largest independently
operated convenience store chains in the country, with net sales
for fiscal 2005 of approximately $4.4 billion.  As of September
29, 2005, the Company operated 1,400 stores in eleven states under
a number of banners including Kangaroo Express(SM), Golden
Gallon(R), and Cowboys(SM).  The Pantry's stores offer a broad
selection of merchandise, as well as gasoline and other ancillary
services designed to appeal to the convenience needs of its
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3 and affirmed the existing senior subordinated notes at B3
and the corporate family rating at B1.  Proceeds from the new debt
principally will be used to repay the existing term loan.  The
rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


PHOENIX INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Phoenix Industrial Finishing, Inc.
        7401 Detour Avenue
        Cleveland, Ohio 44103

Bankruptcy Case No.: 06-10257

Type of Business: The Debtor provides coating & pretreatment
                  services.  See http://www.phoenix-finishing.com/

Chapter 11 Petition Date: February 1, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Mary K. Whitmer, Esq.
                  Kohrman Jackson & Krantz P.L.L.
                  1375 East 9th Street
                  One Cleveland Center, 20th Floor
                  Cleveland, Ohio 44114-1793
                  Tel: (216) 696-8700
                  Fax: (216) 621-6536

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
79th St. Associates, LLC      Landlord                  $400,000
Shoreway Industrial Park
23220 Chagrin Boulevard #202
Beachwood, OH 44122

Internal Revenue Service      Federal taxes             $213,969
P.O. Box 21126
Philadelphia, PA 19114

Reserve Network               Trade debt                 $85,590
P.O. Box 631857
Cincinnati, OH 45263-1857

Seibert Powder Coatings       Trade debt                 $64,145

Bureau of Workers             Workers compensation       $62,898
Compensation                  taxes

Wells Fargo                   Unsecured loan             $60,032

Cuyahoga County Treasurer                                $32,156

Key Bank                      Unsecured loan             $27,133

BTR Plating Resources         Trade debt                 $22,000

Illuminating Company          Utility services           $19,365

United Healthcare             Employee benefits          $11,056
                              (February Bill)

Ameritemps, Inc.              Trade debt                  $9,945

Nordson Corporation           Trade debt                  $8,379

Toyota Motor Credit Corp.     Forklift leases             $7,578

ILT Toyota-Lift               Trade debt                  $7,457

Gas House                     Trade debt                  $5,482

V.O. Baker                    Trade debt                  $4,996

Sherwin Williams              Trade debt                  $3,923

Bosworth Industrial Supply    Trade debt                  $3,411
Co.

Cintas Corporation #012       Trade debt                  $3,016


PITTSBURGH BREWING: Strikes Deals with Water & Bottle Suppliers
---------------------------------------------------------------
The Hon. M. Bruce McCullough of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, on Jan. 31, 2006, ordered
Pittsburgh Brewing to make regular payments to Pittsburgh Water
and Sewer Authority and CCL Container, Len Boselovic of the
Pittsburgh Post-Gazette reports.

The revised agreement with the water utility requires the Debtor
to deposit $110,000 in four equal monthly installments and pay its
bills averaging $5,500 per month.  

The debtor's new deal with CCL Container continues the brewer's
supply of aluminum bottles through December 2006 and delays a
$0.024 per container price increase until July 2006.

At the same time, Judge McCullough denied Pittsburgh Water and CCL
Container's motions to terminate their services without a court
hearing if the Debtor defaults on its payments.  Judge McCullough
rejected the request despite the Debtor agreeing to the provision,
Mr. Boselovic relates.

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


PLIANT CORP: Intercompany Claims Get Administrative Claims Status
-----------------------------------------------------------------
In the normal operations of their businesses, Pliant Corporation
and its debtor-affiliates engage in transactions involving
intercompany trade and intercompany capital needs:

    (a) Trade Receivables and Trade Payables

        Certain Debtors receive checks and wire transfers from
        customers, and fund payables on behalf of various other
        Debtors.  In some instances, the Debtors' funds are
        commingled in the Cash Management Systems.  Accordingly,
        at any given time there are Intercompany Claims owing
        among the Debtors.  The Debtors' intercompany accounts
        reflect the net position of both receipts and
        disbursements received or made on behalf of each Debtor.

    (b) Centrally Billed Expenses

        The Debtors incur centrally billed expenses, like
        insurance premiums, taxes and leased equipment.  These
        charges are allocated among the Debtors and are reflected
        on the Debtors' intercompany accounts.

    (c) Corporate Expense Allocation

        Charges for corporate expenses provided by the Debtors are
        allocated to each Debtor based upon the cost of service
        provided, directly identifiable costs and other allocation
        methods.

    (d) Advances

        In the ordinary course of business, the Debtors may make
        advances to each other to fund their operations.

    (e) Accrued Interest

        The Debtors may owe interest to each other for outstanding
        Intercompany Claims.  The interest is charged monthly
        based on the net Intercompany Claims outstanding at the
        end of the month.

At any given time, there may be Intercompany Claims owing among
the Debtors.  The Debtors maintain records of all Intercompany
Transactions and can ascertain, trace and account for all
Intercompany Transactions.

To ensure that each individual Debtor will not fund, at the
expense of its creditors, the operations of another entity, the
Debtors request that, pursuant to Sections 503(b)(1) and 364(b)
of the Bankruptcy Code, all Intercompany Claims against a Debtor
by another Debtor arising after the Petition Date as a result of
Intercompany Transaction be accorded administrative priority
expense status.

Pliant Corp. chief executive officer Harold C. Bevis explains
that if all Intercompany Claims are accorded administrative
priority expense status, each entity will continue to bear
ultimate repayment responsibility for the ordinary course
transactions.

Administrative expense treatment for intercompany transactions
has been granted in other comparable Chapter 11 cases in the
District of Delaware, Mr. Bevis notes, citing In re FLYi, Inc.,
Case No. 05-20011; In re Federal-Mogul Global, Inc., Case No. 01-
10578; In re NationsRent, Inc., Case No. 01-11628; and In re FFC
Holdings, Inc., Case No. 01-2399.

The U.S. Bankruptcy Court for the District of Delaware grants the
Debtors' request.

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


PLIANT CORP: Wants Court to Declare Utilities Adequately Assured
----------------------------------------------------------------
Pursuant to Sections 105(a) and 366 of the Bankruptcy Code, Pliant
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to:

   (a) prohibit utility companies from discontinuing, altering or
       refusing service to the Debtors;

   (b) establish procedures whereby the Debtors will provide a
       deposit to utility companies requesting for additional
       adequate assurance of payment;

   (c) deem the utility companies to have received adequate
       assurance of payment; and

   (d) establish procedures for resolving requests for additional
       assurance of payment.

In the operation of their manufacturing, distribution and office
facilities, the Debtors incur utility expenses in the ordinary
course of business for, among other things, water, sewer service,
electricity, gas, local telephone service, and waste disposal.

On an annual basis, the Debtors spend $21,000,000 for various
utility services, with an average monthly cost of $1,750,000.

Approximately 89 utility companies in the United States and
Canada provide services to the Debtors.  A non-exhaustive list of
the utility companies is available for free at:

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

Harold C. Bevis, chief executive officer of Pliant Corporation,
tells the Court that the uninterrupted utility services are
essential to the Debtors' ongoing operations and, therefore, to
the success of their reorganization efforts.

Should one or more of the Utility Companies refuse or discontinue
service even for a brief period, the Debtors' operations would be
severely disrupted, Mr. Bevis says.  This would damage customer
relationships, revenues, and profits and would ultimately
adversely affect the Debtors' restructuring efforts, to the
detriment of their estates, creditors, and employees.

                 Adequate Assurance of Payment

Section 366(a) prohibits utilities from altering, refusing, or
discontinuing service to a debtor for the first 30 days of a
bankruptcy case.  Upon expiration of the 30-day period, however,
Section 366(b) provides that a utility company may -- but need
not -- terminate services if a debtor has not provided the
utility with adequate assurance of payment.

Before the Petition Date, the Debtors, according to Mr. Bevis,
were current in the payment of invoices they received from the
Utility Companies.  

The Debtors also propose to provide deposits to the Utility
Companies as additional adequate assurance of payment.

A Utility Company requiring a Deposit must send a notice within
20 days of the entry of a final order approving the Debtors'
request to Stephen T. Auburn, Pliant Corporation, 1475 E.
Woodfield Road, Schaumburg, Illinois 60173, with a copy to:

   (i) Matthew E. McClintock, Esq.
       Sidley Austin LLP
       One South Dearborn St.
       Chicago, Illinois 60603; and

  (ii) Edmon L. Morton, Esq.
       Young Conaway Stargatt & Taylor, LLP
       The Brandywine Building
       1000 West Street, 17th Floor
       Wilmington, Delaware 19801.

If a Utility Company fails to timely send an Additional Payment
Request, it will have waived its right to request a Deposit from
the Debtors and will be deemed to have received adequate
assurance of payment.

The Debtors will provide the Requesting Utilities, within 10
business days of receiving the Request, the Deposit in an amount
equal to the average cost to the Debtors of two weeks of service
from the Requesting Utility over the 12 months preceding the
Petition Date.

                 Additional Assurance Appeals

In accordance with Section 366(c)(2), all Utility Companies will
be authorized to assert that the treatment afforded pursuant to
the proposed procedures does not constitute satisfactory adequate
assurance of payment.

These Appeals must:

   (i) be in writing;

  (ii) set forth the location for which utility services are
       provided;
  
(iii) include a summary of the Debtors' payment history relevant
       to the affected accounts, including any security deposits
       or other pre-payments or assurances previously provided by
       the Debtors;

  (iv) describe in sufficient detail the reasons why the
       treatment afforded pursuant to the Adequate Assurance
       Procedures does not constitute satisfactory adequate
       assurance of payment;

   (v) include a proposal for what would constitute adequate
       assurance from the Debtors, along with an explanation of
       why the proposal is reasonable; and

  (vi) be served upon Mr. Auburn, with a copy to Mr. McClintock
       and Mr. Morton.

If the Debtors believe that the treatment requested in the Appeal
is reasonable, or if the Debtors otherwise reach agreement with
the Utility Company on an acceptable form of adequate assurance,
the Debtors will comply with the request or otherwise provide
additional adequate assurance without further notice or order of
the Court.

Where a Utility Company files an Appeal and the Debtors are
unable to reach a compromise, a hearing to determine whether
additional assurance is necessary will be held.

The Court enters a bridge order approving the Debtors' Utilities
Motion.

Until the time the Final Order is entered by the Court, all
Utility Companies are prohibited from discontinuing, altering or
refusing service to the Debtors on account of any unpaid
prepetition charges, or the Debtors' bankruptcy filing.

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


PLIANT CORP: Wants to Hire Kekst and Co. as Communications Advisor
------------------------------------------------------------------
In light of the size and complexity of Pliant Corporation and its
debtor-affiliates' chapter 11 cases, they require the services of
a seasoned and experienced corporate and crisis communications
advisor, and one that is familiar with their businesses and
operations and the Chapter 11 process.

According to Stephen T. Auburn, Pliant Corp.'s vice president and
general counsel, Kekst and Company, Incorporated, is particularly
well suited to serve as the Debtors' corporate communications
advisor in their Chapter 11 cases.  

Founded in 1970, Kekst has extensive experience in crisis
communications involving transactions, bankruptcies,
restructurings and reorganizations.  Kekst has an excellent
reputation for the services it has rendered in the Chapter 11
cases of Delta Air Lines, Inc.; Allied Holdings, Inc.; Winn-Dixie
Stores, Inc.; Pegasus Satellite Communications, Inc.; Loral Space
& Communications; Fibermark, Inc.; Factory 2-U Stores, Inc.;
Kmart Corporation; Polaroid Corporation; Pacific Gas & Electric;
Owens Corning; and R.H. Macy & Co.

On October 31, 2005, the Debtors engaged Kekst to provide
corporate and crisis communications services.  Since that time,
the Firm's professionals have worked closely with the Debtors'
management team and the Debtors' other professionals, and they
have become well acquainted with the Debtors' operations and
businesses.

Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
the Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's consent to employ Kekst as their corporate
communications advisor, effective on their bankruptcy petition
date.

Kekst will:

    -- provide general strategic public relations advice related
       to the reorganization to the Debtors' management;

    -- prepare, distribute and follow-up on press releases and
       responsive statements relevant to the Chapter 11 cases and
       their progress;

    -- assist in answering questions from the media on the
       Debtors' behalf and proactively contacting and speaking
       with the media as necessary to convey information;

    -- provide monitoring services related to the media's
       coverage of the Debtors' reorganization and professional
       evaluation of its importance, quality and tone;

    -- prepare, including original writing or editing of,
       various correspondence, memoranda, letters, web sites and
       other communications related to the reorganization for the
       Debtors to use with its employees, customers, sales
       agents, vendors and other key business constituencies;

    -- prepare or edit materials to anticipate the concerns of
       and likely questions from various constituencies affected
       by the reorganization and development of appropriate
       information for the Debtors to use in response;

    -- attend meetings and participate in phone conferences with,
       among others, the Debtors' management and its attorneys
       and financial advisors as required;

    -- attend court hearings and develop information about the
       hearings for the benefit of internal and external
       constituencies; and

    -- consult and review drafts of all materials with all
       appropriate company officials and attorneys.

The Debtors will pay Kekst for its professional services on an
hourly basis:

       Professional                          Hourly Rate
       ------------                          -----------
       Partners                             $500 to $625
       Senior Associates                    $250 to $375
       Associates                           $175 to $225

In addition, the Debtors will reimburse Kekst for its reasonable
out-of-pocket expenses and other charges.

Kekst has received a $75,000 non-refundable minimum fee and
$75,000 additional payment in connection with prepetition
services rendered to the Debtors and for the proposed
postpetition representation of the Debtors.  Additionally, it has
received a $20,000 deposit to be used towards out-of-pocket
expenses.  Kekst has applied a portion of these payments to
satisfy its prepetition fees and expenses, and continues to hold
the balance as of the Petition Date.

Kekst intends to maintain a minimum credit balance of $25,000 for
fees and $5,000 for expenses throughout these cases, and to
retain the balances until final payment of its outstanding fees
and expenses.  The Debtors must provide additional funds as
needed to maintain the balances.

The Debtors will indemnify Kekst and its professionals against
losses, claims, and liabilities incurred in connection with the
engagement, unless the claims are judicially determined to have
resulted primarily from Kekst's gross negligence or willful
misconduct.

Michael Freitag, shareholder at Kekst, discloses that the Firm
had relationships with, or is performing services for, these
entities in matters unrelated to the Debtors' cases:

     * ConocoPhillips,
     * DuPont,
     * Johnson & Johnson,
     * St. Paul Travelers,
     * Yellow Roadway Corp., and
     * Zurich Financial.

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

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  Edmon L. Morton, Esq.,
and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  As of
Sept. 30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts.  (Pliant Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PRICE OIL: Selling Property in Navarro, Florida, for $1.25 Million
------------------------------------------------------------------
Price Oil, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Alabama for permission to sell
four acres of undeveloped land located at Navarre Parkway in
Navarre, Florida, in a private sale under Bankruptcy Rule 6004(f).

Robert V. Seigel proposes to buy the property for $1.25 million
contingent on satisfactory completion of his due diligence.  Mr.
Seigel's due diligence period expires on Feb. 8, 2006.

Colonial Bank asserts a first priority mortgage lien on the
Navarro property securing repayment of a $660,000 loan.  Colonial
also asserts a second priority mortgage lien on the same property
in connection with an additional $300,000 loan.  The Debtors owe
approximately $22 million to Colonial Bank under various lines of
credit and real estate loans.  The Debtors say that Colonial
agrees to the proposed sale.

John P. Whittington, Esq., at Bradley Arant Rose & White LLP,
tells the Bankruptcy Court that the Tax Collector of Santa Rosa
County, Florida, could assert a lien on the property.  However,
Mr. Whittington argues, applicable non-bankruptcy law permits the
sale free and clear of the Tax Collector's interest.

Mr. Whittington says that Mr. Seigel's bid is the highest and best
offer for the property after a lengthy and open marketing process
conducted by the Debtors' real estate broker, Bob Evans of Florida
Coast Realty, Inc.
     
Papers filed with the bankruptcy court state that parties-in-
interest have until Feb. 8, 2005, to object to the proposed sale
or to notify the Debtor that they intend to bid for the property.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


PRICE OIL: Secures Capital Bank's Consent to Use Collateral
-----------------------------------------------------------
The Hon. Dwight H. Williams, Jr., of the U.S. Bankruptcy Court for
the Middle District of Alabama approved an adequate protection
agreement allowing Price Oil, Inc., and its debtor-affiliates to
continue using collateral securing payment of their prepetition
obligations to Capital Bank.
  
Capital asserts claims against the Debtors on account of a
Dec. 22, 2004, promissory note in the original principal amount of
$678,535.  The claims are secured by security interests on four
2005 Heil Petroleum Transport Trailers and four 2005 Kenworth T800
Tractors.

Patrick Darby, Esq., at Bradly Arant Rose & White LLP, tells the
Bankruptcy Court that continued use of the vehicles is necessary
to administer and preserve the value of the Debtors' estate.

As adequate protection for Capital's interest in the vehicles, the
Debtors agree to:

     -- maintain insurance on the vehicles and provide proofs of
        insurance to Capital; and

     -- make monthly adequate protection payments to capital of
        $12,901, beginning Jan. 20, 2005, and every month    
        afterwards.  Capital will apply the adequate protection
        payments to principal and interest due on the 2004
        promissory note.

A copy of the Debtor's security agreement with Capital is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060202015210

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


RELIANT ENERGY: SDG&E Customers to Receive $21MM from Settlement
----------------------------------------------------------------
San Diego Gas & Electric's (SDG&E) customers would receive
approximately $21 million from energy company Reliant for issues
related to the California energy crisis of 2000-01.  SDG&E also
expects to receive an additional $20 million from Reliant at a
later date.

During 2000-01, San Diegans were the first to feel the impact as
electricity prices climbed sharply.  California natural gas and
electricity customers have since received several refunds as a
result of state and federal investigations into the causes of the
energy crisis.

SDG&E was the first to file a complaint with the Federal Energy
Regulatory Commission in 2000, claiming that rates were
unreasonable during the energy crisis.  Since then, SDG&E's
customers have received refund allocations of more than
$165 million.

SDG&E -- http://www.sdge.com/-- is a regulated public utility  
that provides safe and reliable energy service to 3.3 million
consumers through 1.3 million electric meters and more than
800,000 natural gas meters in San Diego and southern Orange
counties.  The utility's area spans 4,100 square miles.  
Exceptional customer service is a priority of SDG&E as it seeks to
enhance the region's quality of life.  SDG&E is a regulated
subsidiary of Sempra Energy (NYSE:SRE).  Sempra Energy, based in
San Diego, is a Fortune 500 energy services holding company.

     Contact:
     San Diego Gas & Electric
     Peter Hidalgo
     Telephone (877) 866-2066
         
Headquartered in Houston, Texas Reliant Energy, Inc. --
http://www/reliant.com/-- provides electricity and energy  
services to retail and wholesale customers in the U.S. The company
provides energy products and services to approximately 1.9 million
electricity customers, ranging from residences and small
businesses to large commercial, industrial, governmental and
institutional customers, primarily in Texas.

Reliant also serves commercial and industrial clients in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection.  The company  
is one of the largest independent power producers in the nation  
with more than 19,000 megawatts of power generation capacity in
operation or under contract across the U.S.  These strategically  
located generating assets utilize natural gas, wind, fuel oil and  
coal.   

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2005,
Fitch Ratings affirmed Reliant Energy, Inc.'s outstanding credit
ratings:

     -- Senior secured at 'BB-';

     -- Senior unsecured at 'B+';

     -- Senior subordinated convertible notes at 'B';

     -- Pennsylvania Economic Development Financing Authority's
        $500 million 6.75% exempt facilities revenues bonds due
        Dec. 1, 2036 at 'BB-'.

and revised its Rating Outlook to Stable from Positive.


RENAISSANCE PROSPECT: Moody's Withdraws $40MM Debt's Low Rating
---------------------------------------------------------------
Moody's withdrew the Ba3/NP rating on this transaction for
business reasons.  The transactions were on Moody's Watchlist with
the direction uncertain.

   * $40MM Renaissance Prospect Group, LLC Taxable Variable/Fixed
     Rate Trust Redeemable Securities (Prospect Heights Event
     Center Development Project), Series 2004


REVLON CONSUMER: Moody's Says Ratings Unaffected by Recent Action
-----------------------------------------------------------------
Moody's Investors Service stated that Revlon Consumer Products
Corporation's long and short-term ratings (B3 -- corporate family
rating; SGL-3) and its stable ratings outlook are not impacted by
the announcements regarding its earnings guidance, restructuring
actions, or equity offerings.  Earlier, Revlon

   1) affirmed its 2005 earnings guidance of $170 million of
      EBITDA;

   2) repeated its expectation for sales and earnings growth in
      2006 on the strength of its new and restaged brand
      initiatives;

   3) announced a $10 million restructuring program largely
      related to sales and marketing staff;

   4) indicated that it would seek an amendment of its bank credit
      facilities to provide flexibility in light of the
      restructuring charge and upfront product launch
      expenditures; and

   5) detailed its equity offering plans, which will include a
      $110 million rights offering in March 2006 and $75 million
      public offering by June 30, 2006.

Revlon's ratings and stable outlook already consider the potential
for sales and earnings growth, primarily due to its shelf space
gains for the Almay brand restaging and the launch of its new
Vital Radiance line.  However, the ratings also incorporate the
significant execution challenges which accompany these
initiatives, including:

   * sizable upfront investments;

   * the potential for other brands to struggle while the company
     focuses on these programs; and

   * the difficulties in attracting a distinct customer base to
     the Vital Radiance brand.

These risks are mitigated to a degree by the $185 million
aggregate equity offerings which Moody's had anticipated would be
consummated by March 2006 and are now being delayed, in part,
until June 2006.

Although Moody's is moderately concerned about the partial delay
in the equity offering, and the near-term earnings (and covenant)
pressure presented by the restructuring plan, the ratings still
consider Revlon's adequate liquidity profile as reflected its in
SGL-3 rating.  The view is supported by the planned $110 million
rights offering for March 2006 (as backstopped by MacAndrew &
Forbes), which meets a key requirement of the bank credit
agreement and, thereby, prevents acceleration of Revlon's debt
obligations.

Further, the temporary liquidity shortfall caused by the delayed
$75 equity offering is more than offset by the extension of
Revlon's $87 million credit line from MacAndrews & Forbes until
the equity issuance is completed in June 2006.  In the event that
the planned credit agreement amendment is not executed, Moody's
still anticipates covenant compliance to be maintained (albeit
with limited cushion) and notes that Revlon's use of the unsecured
MacAndrews & Forbes line would not impact covenant calculations.

Moody's will continue to monitor Revlon's financing developments
and its execution of key operating initiatives with regards to:
the company's ability to:

   * maintain liquidity;
   * generate positive cash flow; and
   * reduce its onerous debt levels.


ROMACORP INC: Court Sets May 5 as Governmental Claims Bar Date
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division, set May 5, 2006 at 5:00 p.m. Central Time,
as the deadline for all creditors owed money on account of
governmental claims arising after Nov. 6, 2005, by Romacorp, Inc.
and its debtor-affiliates.

All proofs of claim must be delivered by mail to:

     The Garden City Group, Inc.
     P.O. Box 9000 #6365
     Merrick, NY 11566-9000
         
or hand-delivered to:

     The Garden City Group, Inc.
     105 Maxess Road
     Melville, NY 11747

with a copy to:

     Andrews Kurth LLP
     Attn: Jason S. Brookner
     1717 Main Street, Suite 3700
     Dallas, Texas 75201
   
Headquartered in Dallas, Texas, Romacorp, Inc., owns and operates
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and  $76,309,000 in total
debts.


ROTECH HEALTHCARE: Wants Bankruptcy Court Orders Enforced
---------------------------------------------------------
Rotech Healthcare, Inc., on behalf of itself and the Chapter 11
estate of Rotech Medical Corporation, and certain of its former
subsidiaries, asks the U.S. Bankruptcy Court for the District of
Delaware to compel Sheila Bell-Messier to comply with the orders
issued by the Bankruptcy Court:

    (a) confirming the Rotech Debtors' Plan of Reorganization; and

    (b) fixing the deadline for filing claims against the Rotech
        Debtors to August 29, 2000.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that on April 5, 2004 - more than
two years after the Bankruptcy Court confirmed the Rotech Debtors'
Plan -- Ms. Bell-Messier, acting as relator on behalf of the U.S.
Government, filed a complaint with the U.S. District Court for the
Eastern District of Texas based on qui tam provisions of the
United States False Claims Act.

Ms. Bell-Messier asserted claims of the U.S. Government against
certain of the Reorganized Rotech Debtors for alleged violations
of the FCA that occurred prior to the Petition Date.

The Complaint was filed under seal.

                      The Prepetition Claims

Mr. Brady recounts that Ms. Bell-Messier was a Rotech employee who
was served a notice of the Rotech Debtors' Bar Date.  However, Ms.
Bell-Messier did not file a proof of claim with respect to any of
the claims she subsequently asserted in her Complaint.  Similarly,
the U.S. Government, which also received notice of the Bar Date
and filed multiple proofs of claim against the Rotech Debtors for
claims arising under the FCA, did not file a proof of claim with
respect to any of the claims asserted in the Complaint.

On September 1, 2005, the Reorganized Rotech Debtors asked the
Texas District Court to dismiss the Prepetition Claims asserted by
Ms. Bell-Messier on the grounds that the Claims were discharged
under the Plan, and the Confirmation Order enjoined the continued
pursuit of the Claims.  The Reorganized Rotech Debtors further
argued that their confirmed Plan implemented a settlement
agreement between the Rotech Debtors and the U.S. Government,
which resolved claims that had been filed by the U.S. Government
in respect of claims under the FCA.

According to Mr. Brady, the Settlement Agreement released certain
FCA Claims that the U.S. Government asserted, but specifically did
not limit the release of all other claims that were discharged by
operation of the Plan.

The U.S. Government informed the Texas District Court and Ms.
Bell-Messier that it would not intervene as a plaintiff in the
Complaint and that its position was that the Prepetition Claims
have been discharged pursuant to the Bankruptcy Court's orders.

Undeterred, Ms. Bell-Messier filed an amended complaint with the
Texas District Court on July 13, 2005, and has continued to pursue
the discharged Prepetition Claims as a "relator" plaintiff.

On January 11, 2006, Magistrate Judge Carolyn Craven issued a
report and recommendation concluding that the Prepetition Claims
have not been discharged by the Bankruptcy Court.

               Rotech Opposes Judge Craven's Report

On the Reorganized Rotech Debtors' behalf, Mr. Brady argues that
Judge Craven's conclusion was based on a misunderstanding of the
Settlement Agreement, which resolved certain other FCA Claims that
were filed in the Rotech Debtors' cases, but did not address the
claims asserted in Ms. Bell-Messier's Amended Complaint.

Obviously, Mr. Brady says, Judge Craven failed to understand what
the U.S. Government itself has acknowledged that the Prepetition
Claims were not asserted prior to the Bar Date and were forever
discharged pursuant to the Bar Date Order.  Moreover, the Rotech
Plan and the Confirmation Order discharged and released the
Claims.

"Magistrate Judge Carolyn Craven . . . completely ignored the Bar
Date Order and the Confirmation Order," Mr. Brady complains.

For this reason, the Reorganized Rotech Debtors are filing
objections to the Report and Recommendation with the Texas
District Court.

Because the Report and Recommendation depends completely on the
interpretation of the effect of the Bankruptcy Court's prior
orders, the Reorganized Rotech Debtors believe it is appropriate
for the Bankruptcy Court to interpret and enforce its prior
orders, and provide guidance to the Texas District Court.

Specifically, the Reorganized Rotech Debtors ask the Bankruptcy
Court to enforce the discharge and injunctive provisions of the
Confirmation and Bar Date Orders by directing Ms. Bell-Messier to
cease and desist in her prosecution of the Prepetition Claims
asserted in her Complaint.

Mr. Brady points out that Ms. Bell-Messier's prosecution of the
Prepetition Claims clearly violates the Confirmation Order, which
confer on the Reorganized Rotech Debtors the protections set forth
in Sections 1141 and 524 of the Bankruptcy Code.  Ms. Bell-
Messier has likewise violated the Bar Date Order by seeking to
pursue claims that were forever waived in 2000.

                  Rotech Cases Must be Reopened

The Reorganized Rotech Debtors ask Judge Walrath to reopen Case
Nos. 00-750, 00-757, 00-759, and 00-825 of the Rotech Debtors'
Chapter 11 cases, for the sole purpose of adjudicating their
request to enforce prior orders of the Bankruptcy Court.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANMINA-SCI: Prices $750MM of 10.375% Sr. Subordinated Note Offer
-----------------------------------------------------------------
Sanmina-SCI Corporation (Nasdaq: SANM) has priced its offering of
$600 million aggregate principal amount of 8.125% Senior
Subordinated Notes due 2016.  The issue price of the notes is
100%.

The joint book-running managers of Sanmina's note offering, which
is expected to close on Feb. 15, 2006, are:

     * Banc of America Securities LLC,
     * Citigroup Global Markets Inc., and
     * Deutsche Bank Securities Inc.

The Company is commencing a cash tender offer and consent
solicitation for any and all $750 million aggregate principal
amount of its outstanding 10.375% Senior Secured Notes due 2010
(CUSIP Nos. 800907AF4 and 800907AE7).  The tender offer will be
financed with the proceeds of the offering of senior subordinated
notes together with up to approximately $250 million of cash on
hand.

The total consideration per $1,000 principal amount of 10.375%
Notes validly tendered and not withdrawn prior to 5:00 p.m.,
New York City time, on Feb. 13, 2006 unless extended will be
calculated based on the present value on the initial payment
date of $1,051.88 (the redemption price for the 10.375% Notes
on Jan. 15, 2007, which is the earliest redemption date for the
10.375% Notes) and interest payments through Jan. 15, 2007,
determined using a discount factor equal to  the yield on the
Price Determination Date of the 3% U.S. Treasury Note due
Dec. 31, 2006, plus a fixed spread of 50 basis points.  The Price
Determination Date will be 2:00 p.m., New York City time, on
Feb. 13, 2006 (unless the Company extends the tender offer prior
to the Price Determination Date, in which case such date will be
the tenth business day prior to expiration of the tender offer).  
Holders who validly tender their 10.375% Notes by the Consent
Payment Deadline will receive payment on the initial payment date,
which is expected to be on Feb. 15, 2006.

In connection with the tender offer, the Company is soliciting
consents to proposed amendments to the indenture governing the
10.375% Notes, which would eliminate substantially all of the
restrictive covenants and certain events of default in the
indenture.  The Company is offering to make a consent payment of
$30.00 per $1,000 principal amount of 10.375% Notes to holders who
validly tender their 10.375% Notes and deliver their consents on
or prior to the Consent Payment Deadline.  Holders may not tender
their 10.375% Notes without delivering consents, and may not
deliver consents without tendering their 10.375% Notes.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Feb. 28, 2006, unless extended or earlier
terminated. However, no consent payments will be made in respect
of 10.375% Notes tendered after the Consent Payment Deadline.  
Holders who tender their notes after the Consent Payment Deadline
but on or prior to the expiration date will receive the total
consideration referred to above per $1,000 principal amount of
10.375% Notes validly tendered and not withdrawn, less $30.00 per
$1,000 principal amount.  Tendered 10.375% Notes may not be
withdrawn and consents may not be revoked after the Consent
Payment Deadline at which time it is expected that the
Company and the trustee for the 10.375% Notes will execute an
amendment to the indenture governing the 10.375% Notes to effect
the proposed amendments.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the receipt of
sufficient financing to consummate the tender offer and consent
solicitation on terms satisfactory to the Company and the receipt
of consents from holders of a majority in principal amount of the
outstanding 10.375% Notes.  The closing of the offering of the
senior subordinated notes is subject to customary closing
conditions.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement of the Company dated January 31, 2006,
copies of which may be obtained by contacting the depositary and
information agent for the offer:

     D. F. King and Co., Inc.,
     Telephone (212) 269-5550 (collect)
     Toll-Free (800) 659-5550

Banc of America Securities LLC is the exclusive dealer manager and
solicitation agent for the tender offer and consent solicitation.  

Additional information concerning the tender offer and consent
solicitation may be obtained by contacting:

     Banc of America Securities LLC
     High Yield Special Products
     Telephone (704) 388-9217 (collect)
     Toll-Free (888) 292-0070

When available, a prospectus supplement relating to this proposed
offering may be obtained from:

     Prospectus Department
     Banc of America Securities    
     100 W. 33rd Street, 3rd Floor
     New York, NY 10001

Headquartered in San Jose, California, Sanmina-SCI Corporation --
http://www.sanmina-sci.com/-- is a leading electronics contract  
manufacturer serving the fastest- growing segments of the
$125 billion global electronics manufacturing services market.  
Recognized as a technology leader, Sanmina-SCI provides end-to-end
manufacturing solutions, delivering unsurpassed quality and
support to large OEMs primarily in the communications, defense and
aerospace, industrial and medical instrumentation, computer
technology and multimedia sectors.  Sanmina-SCI has facilities
strategically located in key regions throughout the world.

                         *     *     *

As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' senior subordinated
rating to Sanmina-SCI Corporation's $600 million senior
subordinated notes due 2016.  Proceeds from the notes, together
with cash on hand, will be used to tender for all of the company's
10-3/8% senior secured notes due 2010.  Outstandings under the
notes to be tendered are about $750 million.


SOUTHERN UNION: Selling PG Energy Unit Assets to UGI for $580MM
---------------------------------------------------------------
Southern Union Company (NYSE: SUG) has entered into a definitive
agreement to sell the assets of its PG Energy natural gas
distribution division in Pennsylvania to UGI Corporation for
$580 million.

Proceeds from the sale will be used to retire a portion of the
acquisition debt to be incurred in connection with Southern
Union's previously announced $1.6 billion purchase of Sid
Richardson Energy Services Company which is slated for an early
March closing.

"PG Energy is a well-managed natural gas distribution company with
a significant presence in northeastern and central Pennsylvania.  
The sale of PG Energy in conjunction with the acquisition of Sid
Richardson Energy Services will allow Southern Union to continue
to grow as one of the country's leading energy companies," said
George L. Lindemann, Southern Union's chairman, president and CEO.
"Because Southern Union will no longer have a large employee base
in Pennsylvania, we will be consolidating our corporate operations
and activities in Houston."

Both companies' boards of directors have approved the transaction,
which is subject to antitrust clearance, approval by the
Pennsylvania Public Utilities Commission and other customary
closing conditions.  The sale is expected to close in the third
quarter of 2006.

"This agreement is a significant step for Southern Union and is
consistent with the company's mission to create value for its
shareholders," said Eric D. Herschmann, senior executive vice
president of Southern Union.

                         About PG Energy

Headquartered in Wilkes-Barre, Pa., PG Energy is a natural gas
distribution company serving approximately 158,000 customers in
13 counties throughout northeastern and central Pennsylvania.

                            About UGI

Based in Valley Forge, Pa., UGI Corporation (NYSE:UGI) --
http://www.ugicorp.com/-- is a holding company with propane  
marketing, utility and energy marketing subsidiaries.  Through
subsidiaries, UGI owns 44% of AmeriGas Partners, LP (NYSE:APU),
the nation's largest retail propane marketer, and owns Antargaz,
one of the largest LPG distributors in France.  

                      About Southern Union

Southern Union Company -- http://www.southernunionco.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50 percent interest in and
operates the CrossCountry Energy pipelines, which include 100
percent of Transwestern Pipeline Company and 50 percent of Citrus
Corp.  Citrus Corp. owns 100 percent of the Florida Gas
Transmission pipeline system.  Southern Union's pipeline interests
operate approximately 18,000 miles of interstate pipelines that
transport natural gas from the San Juan, Anadarko and Permian
Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas
and the Panhandle regions of Texas and Oklahoma to major markets
in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG
Energy and New England Gas Company, Southern Union also serves
approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Rhode Island and Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2005,
Moody's Investors Service placed under review for possible
downgrade the Baa3/negative outlook senior unsecured debt ratings
of Southern Union Company (SUG) and its transportation and storage
subsidiary, Panhandle Eastern Pipe Line Company, LLC, following
SUG's announcement to acquire Sid Richardson Energy Services Co.,
a gas gathering and processing company based in Fort Worth, Texas,
for $1.6 billion.

Ratings of SUG under Review are:

  Southern Union Company:

    -- Baa3 senior unsecured debt
    -- Baa3 senior implied ratings

  Southern Union Company:

    -- Ba2 non-cum. perpetual preferred securities

  Panhandle Eastern Pipe Line Company, LLC:

    -- Baa3 senior unsecured debt.


STEVE'S SHOES: Can Employ Evans & Mullinix as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas gave Steve's
Shoes, Inc., permission to employ Evans & Mullinix, P.A., as its
general bankruptcy counsel.

The Debtor tells the Court that it selected Evans & Mullinix as
its counsel because of the Firm's expertise and knowledge in
corporate bankruptcy laws and procedures.

Evans & Mullinix will perform all appropriate and necessary legal
services to the Debtor in connection with all restructuring
matters related to its chapter 11 case.

Thomas M. Mullinix, Esq., and Joanne B. Stutz, Esq., are the lead
attorneys from Evans & Mullinix performing services to the Debtor.  
Mr. Mullinix discloses that his Firm received a $97,708 retainer.  

Messrs. Mullinix and Stutz each charge $300 per hour for their
services.  Evans & Mullinix's paralegals bill $65 per hour for
their services.

Evans & Mullinix 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 Lenexa, Kansas, Steve's Shoes, Inc. --
http://www.stevesshoes.com/-- is a shoe retailer.  The  
Company filed for chapter 11 protection on Jan. 6, 2006,
(Bankr. D. Kan. Case No. 06-20015).  When the Debtor filed
for protection from its creditors, it listed total assets of
$9,494,325 and total debts of $20,200,821.


STEVE'S SHOES: Court Approves Asset Sale to Walking Co. for $4.2MM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved
Steve's Shoes, Inc.'s request to sell substantially all of its
assets free and clear of all liens, interests and encumbrances to
Walking Co.  The Court entered its order on Jan. 31, 2006.

In an auction conducted on Jan. 26, 2006, Walking Co. submitted
the highest and best bid for the assets.  Walking Co. bid $4.2
million to acquire 35 of 45 store locations and retained the right
to accept, assign or reject the remaining 10 stores after a 90-day
trial period.

The Court ruled that Walking Co. is a good faith purchaser
pursuant to Section 363(m) of the Bankruptcy Code and the sale is
in the best interest of the Debtor's estate and its creditors.

A full-text copy of the Asset Sale Agreement is available for free
at http://ResearchArchives.com/t/s?4e0

Headquartered in Lenexa, Kansas, Steve's Shoes, Inc. --
http://www.stevesshoes.com/-- is a shoe retailer.  The  
Company filed for chapter 11 protection on Jan. 6, 2006,
(Bankr. D. Kan. Case No. 06-20015).  When the Debtor filed
for protection from its creditors, it listed total assets of
$9,494,325 and total debts of $20,200,821.


THERMOVIEW INDUSTRIES: Wants Creditors' Committee Disbanded
-----------------------------------------------------------
ThermoView Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Kentucky to
disband the Official Committee of Unsecured Creditors appointed in
their chapter 11 cases because they have sold substantially all of
their assets and the Committee no longer has a role to fulfill in
their bankruptcy proceedings.

As reported in the Troubled Company Reporter on Oct. 5, 2005,
ThermoView Acquisition Corporation, a special acquisition entity
established by MMP Capital Partners, LP, offered to buy the
Debtors' assets for $10 million.  The Bankruptcy Court approved
the sale, free and clear of liens, on Nov. 23, 2005.

GE Capital Equity Investment Inc. advanced $2.7 million to the
Debtors to allow them to comply with closing obligations related
to the sale.  In exchange for the postpetition financing, the
Debtors granted GE replacement liens superior to any other claims
or liens, including the proceeds of causes of action.

David M. Cantor, Esq., at Seiller Waterman LLC tells the
Bankruptcy Court that it is highly unlikely that future recovery
of any funds into the Debtors' estates will exceed $2.7 million.

The Debtors also want the Bankruptcy Court to vacate the Committee
appointment because the constitution of the Committee violated the
requirements of Section 1102 of the Bankruptcy Code.  Section 1102
outlines the U.S. Trustee's right to appoint an official committee
of unsecured creditors or other committees in a bankruptcy case.  
The Debtors did not provide additional information regarding the
alleged violation.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,    
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts.


THERMOVIEW INDUSTRIES: Wants Until March 27 to File Bankr. Plan
---------------------------------------------------------------
Thermoview Industries, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Kentucky, to
extend, until March 27, 2006, the period within which they have
the exclusive right to file a chapter 11 plan.  The Debtors also
ask the Court to extend, until April 26, 2006, the period within
which they can solicit acceptances of that plan.

The Debtors are waiting for a Court order approving Morris-
Anderson & Associates, Ltd.'s employment as their financial
advisor.  The Debtors say they need Morris-Anderson's input to
formulate a feasible plan of liquidation.

Headquartered in Louisville, Kentucky, ThermoView Industries, Inc.
-- http://www.thv.com/-- is a national company that designs,   
manufactures, markets and installs high-quality replacement
windows and doors as part of a full-service array of home
improvements for residential homeowners.  The Company and its
subsidiaries filed for chapter 11 protection on Sept. 26, 2005
(Bankr. W.D. Ky. Case Nos. 05-37123 through 05-37132).  When the
Debtors filed for protection from their creditors, they listed
$3,043,764 in total assets and $34,104,713 in total debts


TITAN CRUISE: Obtains $550,000 DIP Loan from First American Bank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Titan Cruise Lines and its debtor-affiliate to obtain
an additional $550,000 postpetition loan from First American Bank.

On September 15, 2005, the Court entered an order allowing the
Debtors to obtain up to $850,000 of DIP financing from the Bank.  
The Debtors also obtained an additional $300,000 of working
capital loans on October 15.  A second amended DIP financing order
approved an increase in the DIP facility to $1,370,000.

The Debtors' existing DIP facility expired on January 8.

The new funds will be used for emergency operating expenses.  The
Debtors' management believes that the postpetition funds from FAB
should be sufficient to pay necessary wind-down expenses through
confirmation of a liquidating plan.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TITAN CRUISE: Wants to Walk Away from Cash Systems Agreement
------------------------------------------------------------
Titan Cruise Lines and its debtor-affiliate asks the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to reject a cash access agreement with Cash Systems Carribean
Corporation effective as of January 31, 2006.

On June 4, 2004, Titan and Cash Systems entered into an agreement
under which Cash Systems provided cash advance services, automated
teller machine services, and check guarantee services to the
Debtors for an initial three-year term.  Cash Systems supplied the
equipment, software and processing systems necessary for the
services.

Under the agreement, Cash Systems financed the purchase and
placement of up to 10 TDN ticket redemption machines for the
Debtors.  Cash Systems agreed to pay commissions to Titan from
each cash advance and ATM transaction less fees for check
guarantee services and installment payments for the purchase of
the TDN ticket redemption machines.

The Debtors want to walk away from the agreement, because it has
no value to the estate and the purchaser of Titan's assets doesn't
wish to assume the agreement.  

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TMG MARKETING: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TMG Marketing, Inc.
        717-17th Street, Suite 1900
        Denver, Colorado 80202

Bankruptcy Case No.: 06-10325

Chapter 11 Petition Date: February 1, 2006

Court: District of Colorado

Judge: Howard R. Tallman

Debtor's Counsel: Stephen C. Nicholls, Esq.
                  1725 Gaylord Street, Suite 100
                  Denver, Colorado 80206
                  Tel: (303) 329-9700

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Crescent Real Estate             Lease Payments      $1,676,142
Equities, LP
John Mansville Plaza
P.O. Box 848243
Dallas, TX 75284

Millennium Teleservices          Sales Commissions     $792,454
425 Raritan Center Parkway
Edison, NJ 08837

APAC Customer Services, Inc.     Sales Commissions     $374,970
7550 Collections Center Drive
Chicago, IL 60693

Internal Revenue Service         Taxes                 $264,325
MS-5028-DEN
600-17th Street
Denver, CO 80202-2490

Stacy Wissel                     Preferred Payments    $153,916

Concerto Software, Inc.          Licenses              $120,000

SMT Direct Marketing             Sales Commissions     $103,611

Hogan & Hartson LLP              Legal Services         $85,887

TCIM Services                    Sales Commissions      $65,158

1020 28th Avenue, LLC            Lease Payments         $65,000

Wells Fargo Card Services, Inc.  Business Credit Card   $48,826

13th Column                      Sales Commissions      $48,475

Telespectrum Worldwide, Inc.     Sales Commissions      $38,225

Puget Sound Leasing Co., Inc.    Goods                  $31,396

Noble Systems Corporation        Maintenance Fees       $30,005

ICG Telecom Group, Inc.          Phone Services         $25,752

United Mileage Plus              Business Credit Card   $25,000

Colorado Department of           SUTA (CO) Qtr 1        $21,226
Labor and Employment


TNT SANDBLASTING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TNT Sandblasting & Painting, Inc.
        3615 Kingston Road
        New Iberia, Louisiana 70560
        Tel: (337) 369-3006
        Fax: (337) 365-2227

Bankruptcy Case No.: 06-50051

Type of Business: The Debtor manufactures machinery sandblasting
                  parts and provides painting contractor services.

Chapter 11 Petition Date: February 1, 2006

Court: Western District of Louisiana

Judge: Gerald H. Schiff

Debtor's Counsel: D. Patrick Keating, Esq.
                  117 West Landry Street
                  P.O. Box 490
                  Opelousas, LA 70571
                  Tel: (337) 594-8200
                  Fax: (337) 942-2821
                  http://www.rickkeating.com/

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bank One                         Property              $385,000
712 Center Street
New Iberia, LA 70560

Lafayette Paint & Supply                               $309,100
P.O. Box 837
Broussard, LA 70518

Bank One                         Goods                 $213,000
P.O. Box 901008
Fort Worth, TX 76101

Internal Revenue Service         Taxes                 $196,592
600 South Maestri, Stop 31
New Orleans, LA 70130

Ameron Protective Coating                              $128,500
P.O. Box 20
Little Rock, AR 72203

Zurich Insurance                                       $125,255
3072 Paysphere Circle
Chicago, IL 60674

International Paint                                     $88,850

St. Martin Oil & Gas                                    $79,150

Glynn Russo                                             $77,000

Iberia Industrial & Marine                              $69,700

Custom Abrasives                                        $64,600

K&J Supplies                                            $31,500

Rental Equipment Xchange                                $27,600

US Minerals                                             $23,200

State of Louisiana               Taxes                  $22,850

Rig Blast                                               $21,850

Vida Paint & Supply                                     $19,900

Iberia Rental Service                                   $18,900

Occupational Medicine Clinic                            $18,000

Shipyard Supply                                         $17,600


TRIANGLE INDUSTRIES: Case Summary & 113 Known Creditors
-------------------------------------------------------
Debtor: Triangle Industries, Inc.
        dba Circle of Life
        15000 Gratiot
        Detroit, Michigan 48205

Bankruptcy Case No.: 06-41077

Type of Business: The Circle of Life Hospital (fka Saratoga
                  Hospital) is a behavioral health hospital
                  operating at the Debtor's address since
                  late-2004.

Chapter 11 Petition Date: January 31, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Arnold S. Schafer, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 540-3340

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 113 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   15000 Associates Exclusive Realty           Unknown
   607 Shelby Street, Suite 500
   Detroit, MI 48226

   A & H Pharmacy Services, Inc.               Unknown
   15000 Gratiot Street, 140
   Detroit, MI 48205

   Absopure Water                              Unknown
   Department #11138546
   P.O. Box 701760
   Plymouth, MI 48170

   Accident Fund Insurance                     Unknown
   Company of America
   P.O. Box 77000
   Department 77125
   Detroit, MI 48277

   Acme Neon Signs                             Unknown
   4145 7th Concession R.R. #1
   Windsor, Ontario

   ADM Consulting, Inc.                        Unknown
   712 Berkshire
   Grosse Pointe, MI 48230

   ADP Screening & Selection Services          Unknown
   36307 Treasury Center
   Chicago, IL 60694

   Aegis Concepts, Inc.                        Unknown
   16950 Nineteen Mile Road
   Office Suite 6A
   Clinton Township, MI 48038

   AFLAC                                       Unknown
   Remittance Processing Services
   1932 Wynnton Road
   Columbus, GA 31999

   Albin Business Copiers                      Unknown
   P.O. Box 346
   Farmington, MI 48332

   American Fence and Supply Co., Inc.         Unknown
   21717 Republic
   Oak Park, MI 48237

   AMR of Michigan                             Unknown
   P.O. Box 100217
   Atlanta, GA 30384-0217

   Amy Monicatti Leyva                         Unknown
   1708 Roseland
   Royal Oak, MI 48073

   Angelica Textile Systems                    Unknown
   1820 Iowa Avenue
   Lorain, OH 44052

   Beaumont Reference Lab                      Unknown
   P.O. Box 5043
   Troy, MI 48007

   Blue Cross Blue Shield                      Unknown
   P.O. Box 79001
   Detroit, MI 48279

   Bon Seours Cottage Hospital                 Unknown
   468 Cadieux Road
   Detroit, MI 48205

   Brenda J. Baker                             Unknown
   680 West Lincoln
   Birmingham, MI 48009-1964

   BullsEye Telecom                            Unknown
   c/o Franklin Bank
   P.O Box 33025
   Detroit, MI 48232

   BullsEye Telecome                           Unknown
   c/o Franklin Bank
   P.O. Box 33025
   Detroit, MI 48232

   Cardinal Health Medical Products & Service  Unknown
   P.O. Box 70539
   Chicago, IL 60673

   Care Choices HMO                            Unknown
   Department CH 10591
   Palatine, IL 60055

   Caring Hands LLC                            Unknown
   12428 Kenilworth DRive
   Sterling Heights, MI 48313

   Chamber of Commerce Map Project             Unknown
   1717 Dixie Highway, Suite 500
   Covington, KY 41011

   Charles Mady                                Unknown
   Exclusive Realty
   607 Shelby Street, Suite 500
   Detroit, MI 48226

   Comerica Bank                               Unknown
   500 Woodward Avenue
   Detroit, MI 48226

   Comprehensive Geriatric Services            Unknown
   26811 Ryan Road
   Warren, MI 48091-4075

   Concentra Medical Center                    Unknown
   P.O. Box 5106
   Southfield, MI 48086-5106

   DeltaT                                      Unknown
   Group Detroit, Inc.
   P.O. Box 884
   Bryn Mawr, PA 19010

   Detroit Chamber of Commerce                 Unknown
   One Woodward Avenue, Suite 1900
   Detroit, MI 48232

   Detroit Newspaper                           Unknown
   Drawer 7713
   P.O. Box 79001
   Detroit, MI 48279-7713

   Direct Supply                               Unknown
   P.O. Box 88201
   Milwaukee, WI 53288-0201

   Dish Network                                Unknown
   Department 0063
   Palatine, IL 60055-0063

   Diversified Medical, LLC                    Unknown
   27000 Hill Tech Court, Suite 200
   Farmington, MI 48331

   Easton Telecom Services, LLC                Unknown
   P.O. Box 550
   Richfield, OH 44286

   Electronic Safety Services, Inc.            Unknown
   P.O. Box 80777
   Saint Clair Shores, MI 48080

   Ervin Leasing Company                       Unknown
   Department 77228
   P.O. Box 77000
   Detroit, MI 48277

   Ervin Leasing Compnay                       Unknown
   Department 77228
   P.O. Box 77000
   Detroit, MI 48277

   Erving Leasing Company                      Unknown
   Department 77228
   P.O. Box 77000
   Detroit, MI 48277

   Fed Ex                                      Unknown
   P.O. Box 371461
   Pittsburgh, PA 15250-7461

   Frank McCormick & Khalaf, LLC               Unknown
   28 West Adams, Suite 1400
   Detroit, MI 48226

   Goodwill Printing Company                   Unknown
   P.O. Box 21820
   Detroit, MI 48221

   Health Care Association of Michigan         Unknown
   P.O. Box 80050
   Lansing, MI 48908-0050

   Health Care Logistics, Inc.                 Unknown
   P.O. Box 25
   Circleville, OH 43113

   Health Care Systems, Inc.                   Unknown
   5921 Carmichael Road
   Montgomery, AL 36117

   Home Depot                                  Unknown
   Department 322010923591
   P.O. Box 6029
   The Lakes, NV 88901

   Humana                                      Unknown
   P.O. Box 0599
   Carol Stream, IL 60132

   Humana Health Care PPO                      Unknown
   P.O. Box 0859
   Carol Stream, IL 60132-0859

   IVC Healthcare Staffing                     Unknown
   2900 South State Street, Suite 1
   Ann Arbor, MI 48104

   Joint Commission of Accreditation           Unknown
   of Healing
   One Renissance Boulevard
   Villa Park, IL 60181

   Kitch Drutchas Wagner Denardis & Valitutti  Unknown
   One Woodward Avenue, 10th Floor
   Detroit, MI 48226

   Kroger Prescription Plans                   Unknown
   P.O. Box 641172
   Cincinnati, OH 45264

   Language Line Services                      Unknown
   P.O. Box 16012
   Monterey, CA 93942

   Lynn T. Pantano, PH.D.                      Unknown
   19228 Linville
   Grosse Pointe, MI 48236

   Marie Ruth Greenspan, Ph.D.                 Unknown
   217 Knowles, Suite 260
   Royal Oak, MI 48067

   Maxim Healthcare Services, Inc.             Unknown
   12588 Collections Center Drive
   Chicago, IL 60693

   MedDispenses                                Unknown
   6250 Shiloh Road, Suite 240
   Alpharetta, GA 30005

   Medical Integrated Services, Inc.           Unknown
   2020 Front Street, Suite 135
   Cuyahoga Falls, OH 44221

   Medical Transcription Services, Inc.        Unknown
   888 West Big Beaver, Suite 300
   Troy, MI 48084

   Medifax EDI                                 Unknown
   13093 Collectiosn Center Drive
   Chicago, IL 60693

   Metro Messenger 2, LLC                      Unknown
   P.O. Box 36857
   Grosse Pointe, MI 48236

   Metropolitan Orthopedic Association         Unknown   
   22050 Greater Mack Avenue
   Saint Clair Shores, MI 48080

   Miami Ambulance Co., LLC                    Unknown
   3590 Northwest 36th Street
   Miami, FL 33142

   Michigan Association of CMH Boards          Unknown
   426 South Walnut
   Lansing, MI 48933

   Michigan Maintenance Supply Company         Unknown
   22740 Van Dyke
   Warren, MI 48089

   Michigan Occupational Medical Services      Unknown
   2021 Solutions Center
   Chicago, IL 60677

   Midwest Waste Services, LLC                 Unknown
   1924 East 177th Street
   Lansing, IL 60438

   Miller Canfield Paddock & Stone PC          Unknown
   150 West Jefferson, Suite 2500
   Detroit, MI 48226

   Monster, Inc.                               Unknown
   Nancy Kissick's Professional Nursing, Inc.
   37040 Garfield, Suite T6
   Clinton Township, MI 48036

   Nature Nook                                 Unknown
   503 East Nine Mile Road
   Ferndale, MI 48220

   Nextel Communications                       Unknown
   P.O. Box 4191
   Carol Stream, IL 90197

   Office Depot                                Unknown
   Department 568404286791
   Des Moines, IA 50368

   Palace Sports & Entertainment, Inc.         Unknown
   P.O. Box 79001
   Detroit, MI 48279

   Parnin Janitor Supply Co.                   Unknown
   15356 Middlebelt
   Livonia, MI 48154

   Pay Systems                                 Unknown
   16000 West Nine Mile Road, Suite 302
   Southfield, MI 48075

   PCI                                         Unknown
   21717 Repubic Street
   Oak Park, MI 48237

   Pepsi Cola                                  Unknown
   P.O. Box 75948
   Chicago, IL 60675

   Pharma Source Healthcare, Inc.              Unknown
   4936 Blazer Parkway
   Dublin, OH 43017

   Pitney Bowes Purchase Power                 Unknown
   P.O. Box 856042
   Louisville, KY 40285

   Pitney Bowes Supplies                       Unknown
   P.O. Box 856042
   Louisville, KY 40285-6042

   Polk & Associates, PLC                      Unknown
   P.O. Box 861
   Troy, MI 48099

   Pre Check, Inc.                             Unknown
   P.O. Box 58
   Bellaire, TX 77402

   Professional Credential Verification        Unknown
   Service
   1305 Abbott Road
   East Lansing, MI 48823

   Professional Medical, Inc.                  Unknown
   1917 Garnet Court
   New Lenox, IL 60451

   Professional Nursing                        Unknown
   7001 Kilworth Lane
   Springfield, VA 22151

   Psygenics, Inc.                             Unknown
   32540 Schoolcraft, Suite 210
   Livonia, MI 48152

   Quest Diagnostics                           Unknown
   13138 Collections Center Drive
   Chicago, IL 60693

   Redford Lock Company, Inc.                  Unknown
   26515 South Grand River
   Redford, MI 48240

   Resource One                                Unknown
   52188 Van Dyke, Suite 117
   Utica, MI 48316

   Retail Interior Services                    Unknown
   P.O. Box 423
   Mason, OH 45040

   Roche Diagnostics Corporation               Unknown
   P.O. Box 50457
   Indianapolis, IN 46250-0457

   RSDM, LLC                                   Unknown
   5840 Sterling Drive, Suite 550
   Howell, MI 48843

   Service Care, Inc.                          Unknown
   13147 Balfour
   Huntington Woods, MI 48070

   Shamrock Cab Company                        Unknown
   30546 Gratiot
   Roseville, MI 48077

   Shell                                       Unknown
   Credit Card Center
   P.O. Box 183018
   Columbus, OH 43218-3016

   Signs Now                                   Unknown
   832 Production Place
   Holland, MI 49423

   Specialized Pharmacy Service                Unknown
   33510 Schoolcraft
   Livonia, MI 48150

   Saint John Health System                    Unknown
   22101 Moross
   Grosse Pointe, MI 48236

   Staples                                     Unknown
   Department DET 2368
   P.O. Box 83689
   Chicago, IL 60696-3689

   SVS Vision                                  Unknown
   140 Macomb
   Mount Clemens, MI 48043-5631

   The Fred Barton Co.                         Unknown
   565 East Milwaukee
   Detroit, MI 48202

   The Mobile Medical Group                    Unknown
   24301 Telegraph Road
   Southfield, MI 48034

   Ticket Savers                               Unknown
   30335 Gratiot Avenue
   Roseville, MI 48066

   Tri County Floor Coverings                  Unknown
   1100 East Maple Road
   Troy, MI 48083

   Unique Food Management, Inc.                Unknown
   248 South Telegraph Road
   Pontiac, MI 48341

   Universal Macomb Ambulance Service          Unknown
   37583 Mound Rd.
   Sterling Heights, MI 48310

   USA Safe Lock                               Unknown
   21612 Lakeland
   Saint Clair Shores, MI 48081

   Visionshare, Inc.                           Unknown
   2550 University Avenue, West
   Suite 310 South
   Saint Paul, MN 55114

   VPA Diversified                             Unknown
   Diversified Medical, LLC
   P.O. Box 1500
   Novi, MI 48376

   Walker Printery, Inc.                       Unknown
   Michigan Office Plant
   13351 Cloverdale Avenue
   Oak Park, MI 48237

   Welch Allyn Protocol, Inc.                  Unknown
   MS 90
   P.O. Box 410090
   Portland, OR 97208-4100

   William Hose                                Unknown
   607 Shelby
   Detroit, MI 48226

   Yellow Pages Directory                      Unknown
   P.O. Box 95450
   Atlanta, GA 30347


UAL CORP: Signs $3 Billion Senior Secured Exit Facility
-------------------------------------------------------
United Air Lines, Inc., entered into a new $3,000,000,000 senior
secured revolving credit facility and term loan on February 1,
2006, the effective date of its plan of reorganization.

As previously reported, the Exit Facility is being provided by a
syndicate of banks and other financial institutions led by
JPMorgan Securities Inc. and Citicorp Global Markets Inc., as
joint lead arrangers and joint bookrunners, JPMorgan Chase Bank,
N.A., and Citicorp USA, Inc., as co-administrative agents and co-
collateral agents, General Electric Capital Corporation, as
syndication agent, and JPMCB, as paying agent.

The Exit Facility is comprised of two separate tranches:

   (i) a Tranche A consisting of up to $200,000,000 revolving
       commitment available for Tranche A loans and for standby
       letters of credit to be issued in the ordinary course of
       business of United or one of its subsidiary guarantors;
       and

  (ii) a Tranche B consisting of a term loan commitment of up to
       $2,450,000,000 available at the time of closing and
       additional term loan commitments of up to $350,000,000
       available upon, among other things, United's acquiring
       unencumbered title to some or all of the airframes and
       engines that are currently subject to United's 1997 EETC
       transaction.

The loans mature on February 1, 2012.

Borrowings under the Exit Facility bear interest at a floating
rate, which can be either a base rate, or at our option, a LIBOR
rate, plus an applicable margin of 2.75% in the case of the base
rate loans and 3.75% in the case of the LIBOR loans.

The Tranche B term loan requires regularly scheduled semi-annual
payments of principal equal to 0.5% of the original principal
amount of the Tranche B term loan.

At any time prior to February 1, 2007, United may use the
proceeds from any lower cost refinancing to redeem some or all of
the term loans at a price equal to 101% of the principal amount
plus accrued and unpaid interest, if any, to the date of
redemption.

UAL Corporation, United's parent company, disclosed in a
regulatory filing with the Securities and Exchange Commission
that the obligations under the Exit Facility are unconditionally
guaranteed by UAL and certain of its direct and indirect domestic
subsidiaries of the Company other than United, and are secured by
a security interest in substantially all of the tangible and
intangible assets of the Guarantors.

The obligations under the Exit Facility are also secured by a
pledge of the capital stock of United and its direct and indirect
subsidiaries, except that a pledge of any first tier foreign
subsidiary is limited to 65% of the stock of such subsidiary and
such foreign subsidiaries are not required to pledge the stock of
their subsidiaries.

The Exit Facility contains covenants that will limit the ability
of United and the Guarantors to, among other things, incur or
guarantee additional indebtedness, create liens, pay dividends on
or repurchase stock, make certain types of investments, restrict
dividends or other payments from United's direct or indirect
subsidiaries, enter into transactions with affiliates, sell
assets or merge with other companies, modify corporate documents
or change lines of business.

The Exit Facility also requires compliance with several financial
covenants, including:

   -- a minimum ratio of EBITDA to the sum of cash interest
      expense, aircraft rent and scheduled debt payments;

   -- a minimum unrestricted cash balance of $1,200,000,000, to
      be reduced to $1,000,000,000 after December 31, 2006; and

   -- a minimum ratio of market value of collateral to the sum
      of:

      (A) the aggregate outstanding amount of the loans; plus

      (B) the undrawn amount of outstanding letters of credit;

      (C) the unreimbursed amount of drawings under the letters
          of credit; and

      (D) the termination value of certain interest rate
          protection and hedging agreements with the exit lenders
          and their affiliates, of 150%.

United will use the borrowings under the Exit Facility to finance
working capital needs and for other general corporate purposes.

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. The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UNICO INC: Posts $371,194 Net Loss in Quarter Ended November 30
---------------------------------------------------------------
Unico Incorporated delivered its financial results for the quarter
ended Nov. 30, 2005 to the Securities and Exchange Commission on
Jan. 26, 2006.

Unico's third quarter results showed a significant reduction in
net loss from the same quarter in the previous year.  The company
incurred a $371,194 net loss for the three-months ended Nov. 30,
2005, as compared to a $3,104,242 net loss for the same period in
the prior year.  The Company attributes the $2,733,048 decrease in
net loss for the three month period ended Nov. 30, 2005 compared
to the same period ended Nov. 30, 2004 to a $1,665,164 decrease in
interest expense and a $1,000,000 decrease in lease expense.

For the three months ended Nov. 30, 2005, Unico reported revenues
of $26,202 in contrast to zero revenues for the comparable period
in fiscal 2004.

"There has clearly been improvement in Unico's financial
performance in the quarter reported in this 10-QSB filing, as
compared to the corresponding period in the previous year. As we
move forward as an operating company, Unico will continue to focus
on increasing revenues from our mining operations while
controlling cost and, ultimately, returning value for
shareholders," said Mark A. Lopez, chief executive officer.

Unico's balance sheet at Nov. 30, 2005, showed $1,038,904 in total
assets and liabilities of $3,902,118, resulting in a stockholders'
deficit of $2,863,214.  The Company had an accumulated deficit of
$19,868,933 at Nov. 30, 2005.  As of Nov. 30, 2005 the Company had
a deficit in working capital of $3,722,820.

                     Going Concern Doubt

HJ Associates & Consultants, LLP, expressed substantial doubt
about Unico's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Feb. 28, 2005 and Feb. 29, 2004.  The auditing firm pointed
to the Company's recurring losses from operations and
stockholders' deficit.

Unico Inc. (OTCBB:UNCN) is a publicly traded company incorporated
in Arizona that is focused on the production of ores and precious
metals such as gold, silver, lead, and zinc at its three mine
properties: the Deer Trail Mine the Bromide Basin Mine and the
Silver Bell Mine.


USG CORP: Puts Poison Pill Plan in Place Until Plan Confirmation
----------------------------------------------------------------
USG Corporation (NYSE: USG) has not declared a cash dividend with
respect to its common stock.

As reported on Jan. 30, 2006, USG adopted a Reorganization Rights
Plan, commonly referred to as a "poison pill."  These plans are
accomplished by declaring a dividend of preferred stock purchase
rights that, until certain triggering events occur, attach to and
cannot be traded separately from the company's common stock.

Under the new shareholder rights plan, if any person acquires
beneficial ownership of 5% or more of USG's voting stock,
shareholders other than the 5% triggering shareholder will have
the right to purchase additional USG common stock at half their
market price, thereby diluting the triggering shareholder.

USG shareholders who already own 5% or more of USG's common stock
as of Jan. 30, 2006, including Berkshire Hathaway Inc., will not
trigger these rights so long as they do not increase their
percentage ownership of USG common stock by more than an
additional 1% while the plan is in effect, other than pursuant to
proportional participation in the $1.8 billion common stock rights
offering also reported by USG on Jan. 30, 2006 to provide funding
to finance a portion of the payments in its proposed plan to
emerge from Chapter 11 proceedings.

The new rights plan will expire on Dec. 31, 2006 or, if later, 30
days after the effectiveness of the plan of reorganization if the
FAIR Act has not passed in the current session of Congress.  
However, the company's Board of Directors has the power to
accelerate or extend the expiration date of the rights.

In addition, the USG Board of Directors has the right, before or
after the rights plan expires, to take such other actions that it
determines in the exercise of its fiduciary duties to be necessary
in the future, which could include the adoption of a new
shareholder rights plan or further amendments of the existing
plans.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VILLAS AT HACIENDA: Wants Court to Confirm Modified Amended Plan
----------------------------------------------------------------
The Villas at Hacienda del Sol and its creditor, Western Plains
Development Corp., ask the U.S. Bankruptcy Court for the District
of Arizona to confirm their Modified First Amended Plan.  

                 The Confirmed First Amended Plan

As reported in the Troubled Company Reporter on Jan. 24, 2006, the
Court confirmed the chapter 11 plan filed by Western Plains.  The
Court determined that the Plan satisfied the 13 standards for
confirmation listed in Section 1129(a) of the Bankruptcy Code.

The confirmed plan provides for the auction of the Debtor's
apartment project at 2550 East River Road, Tucson, Arizona.  The
Debtor and Western Plains tell the Court that although an auction
has been scheduled for Feb. 21, 2006, the plan has not been
substantially consummated (as that term is defined in Section
1101(2) of the Bankruptcy Code).

                     Proposed Private Sale

The Debtor tells the Court that it wants to enter into a private
sale transaction with TNS LLC pursuant to a Purchase and Sale
Agreement and Escrow Instructions.  Under the agreement, TNS LLC
will buy the project for $23 million by paying:

    * an initial escrow deposit of $2.8 million, of which:

         -- $1 million is non-refundable unless the Debtor
            defaults on the purchase agreement, and

         -- $1.8 million is refundable until the end of the due
            diligence period; and

    * $20.2 million in cash or cash equivalent on or before the
      closing of the sale.

The private sale transaction transfers to the TNS LLC all of the
estate's title, right and interest in and to the project, together
with its associated assets, including without limitation, all of
the Debtor's personal property relating to the project and all
related intangible property, including certain contracts, but
specifically excluding any causes of action, free and clear of all
liens, claims, encumbrances or other liabilities.

The Debtor says that it prefers to enter in to a private sale
rather than an auction because the $23 million price is greater
than the initial $20 million bid that will start the auction.  The
Debtor says that the additional $3 million now on the table is
sufficient to pay all creditors' claims in full, while realizing
some return for equity interest holders.

The Debtor discloses that $2 million of the deposit is already on
deposit in the trust account of Evan Thompson, Esq., the Debtor's
special counsel.  If the Court confirms the Modified Plan, the
Debtor says, then TNS LLC has three business days to deposit the
additional $800,000.  If TNS LLC fails to deposit the additional
sum, or if the private sale fails to close by the agreed closing
date, then the project will be sold at the auction. The Auction
will be continued to a date approximately 30 days after the
closing date of the private sale.

                 Distribution of the Proceeds

Upon the closing of the Proposed Sale, proceeds of the sale will
be used immediately to:

    * pay the usual and ordinary costs of closing, including,
      without limitation, customary prorations, title insurance,
      and escrow fees; and

    * pay the secured claim of Lenox in full.

All amounts remaining will held in an interest bearing account for
distribution pursuant to the Modified Plan.

                   Western Plains' Condition

Western Plains tells the Court that it is willing to forego its
rights under the confirmed plan including:

    (a) proceeding with the auction, and

    (b) developing the project with the winning bidder at the
        auction,

pursuant to the terms and conditions of a Settlement and
Mutual Release Agreement.

                    Settlement Agreement

Under the Settlement and Mutual Release Agreement, Western Plains
will be paid $2,764,176 from TNC LLC's deposit.  Western Plains,
the Debtor and all related parties will exchange mutual releases.

TNS LLC will acquire Western Plains' lien to secure repayment of
the refundable deposit.

                    The Modified Plan

The Debtor and Western Plains tell the Court that their Modified
Plan meets the requirements of Sections 1122 and 1123 of the
Bankruptcy Code.  The Debtor and Western Plains further says that
the plan is confirmable under Section 1129 of the Bankruptcy Code
since it does affect the interest of any creditors, secured,
unsecured or priority, or the interests of the equity security
holders.  The Modified Plan does nothing more than facilitate the
$23 million private sale transaction now and delay an auction if
it's needed.

The Debtor assures the Court that Lenox's interests in finality
are respected by the immediate grant of stay relief to Lenox to
permit it to initiate a private foreclosure sale of its deed of
trust under Arizona law.  The Debtor says that if the Private Sale
fails to close, the auction and continued retention of CB Richard
Ellis Tucson, LLC, to market the project, will provide for a
vehicle for payment of creditors.  If the auction fails to close
Lenox is still protected by its ability to complete its
foreclosure sale.

The Court will conduct a hearing on Monday, Feb. 6, 2006, to
confirm Modified First Amended Plan.

A full-text copy of the Purchase and Sale Agreement and Escrow
Instruction is available at no charge at:

           http://ResearchArchives.com/t/s?4d5

A full-text copy of the Settlement and Mutual Release Agreement is
available at no charge at:

           http://ResearchArchives.com/t/s?4d6

A full-text redlined copy of the Modified First Amended Plan is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060202020022


Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter  
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No. 05-
01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman, PC,
represents the Debtor.  When the Company filed for protection from
its creditors, it estimated assets and liabilities between from
$10 million to $50 million.


VINTAGE PETROLEUM: Moody's Raises Sr. Unsec. & Sub. Ratings to A3
-----------------------------------------------------------------
Moody's Investors Service upgraded Vintage Petroleum Inc.'s senior
unsecured and senior subordinated ratings to A3 from Ba3 and B1,
respectively.  These rating changes are a result of a guarantee
provided by Occidental Petroleum Corporation (Oxy) of Vintage's
debt following the completion of the merger between the two
companies.

This rating action completes the rating review initiated on
Oct. 14, 2005, when the merger was announced.  As a result of the
guarantee, Vintage's $350 million 8.25% notes due 2012 and its
$200 million 7.875% notes due 2011 are pari passu with all of
Oxy's senior unsecured obligations, which are rated A3.  In
addition, Moody's has withdrawn its ratings of Vintage's shelf
registrations due to their deregistration.

Occidental Petroleum Corporation, headquartered in Los Angeles,
California, is an international oil and gas company with primary
operations in:

   * the U.S.,
   * the Middle East, and
   * Latin America.

Occidental also manufactures and markets commodity chemicals.


WINDOW ROCK: U.S. Trustee Amends Creditors Committee Membership
---------------------------------------------------------------
The United States Trustee for Region 16 amended the membership of
the Official Committee of Unsecured Creditors in Window Rock
Enterprises Inc.'s chapter 11 case.  The U.S. Trustee removed
Retail Business Solutions, Inc. and Tabs Group, Inc. from the
Committee.

The Creditors Committee is now composed of:

     1. Nutritional Laboratories International, Inc.
        Attn: Ron Danenberg, CEO
              Terry Benisher, President   
              Mark Richter, CFO
              Rusty Murphy, Esq.
        1001 South 3rd West
        Missoula, Montana 59801
        Phone: 406-532-5493, Fax: 406-273-5498
     
     2. Vitamin Shoppe Industries, Inc.
        Attn: Ronald M. Neifield
        2101 91st Street
        North Bergen, New Jersey 07047
        Phone: 201-624-3440, Fax: 201-868-0727

     3. Pacific Eagle International Security Inc.
        Attn: Mach Nguyen
        10379 Los Alamitos Boulevard
        Los Alamitos, California 90720
        Phone: 562-493-6110, Fax: 562-493-6190
     
     4. General Nutrition Distribution L.P.
        Attn: David J. Sullivan
        300 Sixth Avenue, 3rd Floor
        Pittsburgh, Pennsylvania 15222
        Phone: 412-288-4770, Fax: 412-338-8900
     
     5. Meiselman, Denlea, Packman, Carton & Eberz P.C.
        Attn: Toni Breedlove
        1311 Mamorneck Avenue
        White Plains, New York 10605

             - and -

        Meiselman, Denlea, Packman, Carton & Eberz P.C.
        Attn: Toni Breedlove
        1824 Baywood Drive, Apartment 101
        Corona, California 92881
        Phone: 914-517-5000, Fax: 914-517-5055
     
     6. Walmart Stores, Inc.
        Attn: Marlene L. Allen-Hammarlund
        Graham, Savage, Nolan & Tilden
        3750 University Avenue, #250
        Riverside, California 92501-3335,
        Phone: 951-684-2171, Fax: 951-684-2150
     
     7. Bonilla Design
        Attn: Nicole Bonilla
        2657 E. Horseshoe Pl.
        Chandler, Arizona 85249
        Phone: 480-659-9814, Fax: 480-659-9815

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 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.


WINDOW ROCK: Wants to Hire Ullman Shapiro as Special Counsel
------------------------------------------------------------
Window Rock Enterprises, Inc. asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Ullman, Shapiro & Ullman, LLP as its special regulatory counsel.

The Debtor tells the Court that it hired Ullman Shapiro because
the Firm specializes in food, drug and cosmetic surgery regulatory
laws.

Ullman Shapiro will:

   1) represent the Debtor in complying with the requirements of
      the Federal drug Administration, the Federal Trade
      Commission and other federal regulatory agencies;

   2) represent the Debtor in complying with the requirements of
      applicable state statutes and regulations, including
      consulting the Debtor regarding its compliance with federal
      and state regulations in connection with the sale and
      marketing of its products; and

   3) render all other legal services to the Debtor as required in
      the terms of the Retainer Agreement between Ullman Shapiro   
      and the Debtor.  

Marc Ullman, Esq., a senior partner at Ullman Shapiro, discloses
that his Firm received a $222,000 retainer.  Mr. Ullman charges
$415 per hour for his services.

Mr. Ullman reports Ullman Shapiro's professionals bill:

    Professional         Designation              Hourly Rate
    ------------         -----------              -----------
    Steven Shapiro       Partner                     $310
    Marc S. Ullman       Partner                     $310
    Charles H. Knull     Trademark Counsel           $285
    Ira R. Hecht         Business & Tech. Counsel    $325
    Irving L. Wiesen     Counsel                     $325
    Seth A. Flaum        Associate                   $230
    Vanessa Riviere      Associate                   $165

Ullman Shapiro assures the Court that it does not represent any
interest materially adverse to the Debtor pursuant to Section
327(a) 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.


WORLD WIDE: No Cause to Extend Exclusive Periods, Carlton Alleges
-----------------------------------------------------------------
Carlton Financial Corporation, a creditor in World Wide Financial
Services, Inc.'s chapter 11 proceeding, asks the U.S. Bankruptcy
Court for the Eastern District of Michigan to deny the Debtor's
request to extend its exclusive plan filing period to May 1, 2006.

Carlton Financial tells the Court that the Debtor is relying on
Section 1121(d) of the Bankruptcy Code to have its motion
approved.  Section 1121(d) states that the Court may extend a
request to extend exclusivity periods for cause.

Carlton Financial argues that the term "cause" used in Section
1121(d) is not defined in the Bankruptcy Code but in determining
whether cause exists for an extension, courts rely on several
factors, including:

   (1) the size and complexity of the case;

   (2) the necessity of sufficient time to permit the debtor to
       negotiate a plan of reorganization and prepare adequate
       information;

   (3) the existence of good faith progress toward  
       reorganization;

   (4) the fact that the debtor is paying its bills as they
       become due;

   (5) whether the debtor has demonstrated reasonable
       prospects for filing a viable plan;

   (6) whether the debtor has made progress in negotiations with
       its creditors;

   (7) the amount of time which has elapsed in the case;

   (8) whether the debtor is seeking an extension of exclusivity
       to pressure creditors to submit to the debtor's
       reorganization demands; and

   (9) whether an unresolved contingency exists.

Carlton Financial contends that:

   (A) the Debtor did not address any of those factors;

   (B) the Debtor is not paying its postpetition obligations to
       Carlton Financial when due; and

   (C) the Debtor is not operating in compliance with the
       requirements of the Bankruptcy Code.

                   GMAC-RFC's Limited Objection

GMAC/Residential Funding Corporation -- the Debtor's largest
unsecured creditor -- tells the Court that it does not object to
the Debtor's request for more time to propose a chapter 11 plan so
long as the other dates triggered by or associated with the Plan
and Disclosure Statement are also changed.

In line with the approval of the Debtor's request, GMAC-RFC
suggests that the Court's Case Management Order entered on
November 14, 2005, be revised.  GMAC-RFC also seeks modification
of those dates so that it tracks the approximate previous timing
of date.

Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor in its restructuring
efforts.  The Debtors' Schedules of Assets and Liabilities, filed
in November 2005, show $2.5 million in assets and $32.5 million in
liabilities.


* BOOK REVIEW: Inside Investment Banking: Second Edition
--------------------------------------------------------
Author:     Ernest Bloch
Publisher:  Beard Books
Softcover:  440 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982684/internetbankrupt

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a definitive book on the subject.

Bloch wrote Inside Investment Banking after discovering that no
textbook on the subject was available when he began teaching a
course on investment banking.  Bloch's book is like a textbook,
though one not meant to be limited to classroom use.  It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking.  With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book.  He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the most
part on the unchanging elements of the field.  The book takes a
subject that can appear mystifying to the average person and makes
it understandable by concentrating on its central processes,
institutional forms, and permanent aims.  The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole.  "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading
risk and improving efficiency for market makers and investors,"
says Bloch.

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors.  In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters.  In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public.  In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.

Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to
investment banking. With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking.  However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.

Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.

After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.

                          *********

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, Cherry
Soriano-Baaclo, Terence Patrick F. Casquejo, Christian Q. Salta,
Jason A. Nieva, Lucilo Pinili, Jr., Tara Marie Martin, Marie
Therese V. Profetana, Shimero Jainga, and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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