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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 15, 2006, Vol. 10, No. 39

                             Headlines

1119 MEMORIAL: Case Summary & 7 Largest Unsecured Creditors
ACA ABS: Fitch Affirms $3 Million Class C Notes' Ratings at BB
ACE SECURITIES: Fitch Affirms One Certificate Class' Rating at BB
ACTIVANT SOLUTIONS: Earns $4.2 Mil. in First Quarter Ended Dec. 31
ALLIED HOLDINGS: Hires Haymaker/Bean as Real Estate Broker

ALLIED HOLDINGS: Assumes Chase Equipment Leases
ALLSERVE SYSTEMS: Ch. 7 Trustee Returns Equipment to Wells Fargo
AMCAST INDUSTRIAL: Wants to Hire Thompson Hine as Special Counsel
AMCAST INDUSTRIAL: Amcast Indiana Files Amended Schedules
AMERICAN AIRLINES: Files 2006 Annual Incentive Plan with SEC

AMERICAN MEDIA: Restating 2005 Financials & Lenders Grant Waiver
AOL LATIN: Wants Plan Solicitation Period Extended Until May 20
ATARI INC: Discloses Losses, Default & Going Concern Doubt
BMC INDUSTRIES: Disclosure Statement Hearing Set for March 15
BOYD GAMING: Earns $22.9 Million of Net Income in Fourth Quarter

BRIAZZ INC: Deutsche Bank Divested Shares for Cash and Note
BRICOLAGE CAPITAL: Section 341 Meeting Set for February 28
BROOKFIELD PROPERTIES: Earns $164 Million of Net Income in 2005
CAVALIER TELEPHONE: Moody's Rates Proposed $200 Mil. Loan at B2
CHARLES RIVER: Earns $50.4 Million of Net Income in 4th Quarter

CHC INDUSTRIES: Has Until February 17 to Object to Claims
CHEMTURA CORP: Incurs $91.3 Million Net Loss in Fourth Quarter
CHURCH & DWIGHT: Earns $122.9 Million of Net Income in 4th Quarter
CINCINNATI BELL: Equity Deficit Widens to $737.7M at December 31
CITIZENS COMMS: Selling Electric Lightwave Unit for $247 Mil.

COASTAL FINANCE: Moody's Pulls Junk Rating on $300MM Securities
COLEX IMAGING: Case Summary & Largest Unsecured Creditors
COLLINS & AIKMAN: Committee Has Until March 23 to Sue Lenders
COLLINS & AIKMAN: Wants Court to Bar Court Actions Vs. Non-Debtors
CONSUMERS TRUST: Brings-In Fraser Milner as Canadian Counsel

COVALENCE SPECIALTY: Moody's Holds B3 Rating on $265 Mil. Notes
COVENTRY HEALTH: Earns $126.4 Million of Net Income in 4th Quarter
CYBERCARE INC: Wants Marshall & Stevens as Valuation Experts
CYBERCARE INC: Wants Baum & Baum as Special Collection Counsel
DATICON INC: Moves to Extend Cash Collateral Use Until Feb. 17

DATICON INC: Moves to Assume and Assign 112 Leases and Contracts
DEAN FOODS: Earns $70.7 Million of Net Income in Fourth Quarter
DOBSON COMMS: Registers $160MM of Senior Convertible Debentures
DOBSON COMMS: Exchanging $150M Senior Notes for Registered Bonds
DUO DAIRY: Ch. 7 Trustee Hires Hristopoulos & Co. as Accountant

DURA AUTOMOTIVE: Weak Performance Cues Moody's to Hold B3 Rating
DURA OPERATING: Moody's Holds Junk Ratings on $856 Mil. Notes
ELIZABETH ARDEN: Earns $34 Million in Second Quarter Ended Dec. 31
EMPIRE DISTRICT: S&P Affirms Preferred Stock's Rating at BB+
EQUITY INSURANCE: S&P Raises Financial Strength Rating to BBpi

EVERGREEN FITNESS: Case Summary & 24 Largest Unsecured Creditors
FASTENTECH INC: Dec. 31 Balance Sheet Upside-Down by $28 Million
FEDERAL-MOGUL: Equity Deficit Widens to $2.433 Billion at Dec. 31
FEDERATED NATIONAL: S&P Lowers Financial Strength Rating to CCCpi
FEDERATED RURAL: S&P Ups Fin'l Strength Rating to BBBpi from BBpi

FPL ENERGY: S&P Affirms $122.7 Mil. Amortizing Bonds' BB- Rating
FOAMEX INT'L: Postpones Disclosure Statement Hearing
FOOTSTAR INC: First Amended Joint Chapter 11 Plan is Effective
FOOTSTAR INC: Receives Wells Notice from the SEC
FOOTSTAR INC: Taps New Directors After Emergence from Bankruptcy

FOREST OIL: Pays $255 Million for East Texas Cotton Valley Assets
GARDNER DENVER: Earns $25.3 Million Net Income in Fourth Quarter
GENERAL CABLE: Earns $14.2 Million in Fourth Quarter Ended Dec. 31
GLACIER FUNDING: Fitch Affirms $4 Mil. Class D Notes' Rating at BB
HANDEX GROUP: Can Pay $177,085 to Harris County Project Vendors

HARBOURVIEW CDO: Fitch Junks $22.5 Million Class B Notes' Ratings
HOLLINGER INT'L: Completes $121.7-Million Sale of Canadian Assets
HOME INTERIORS: Appoints Richard Heath as President and CEO
INTEGRATED ELECTRICAL: Files for Chapter 11 Protection in Texas
INTEGRATED ELECTRICAL: Case Summary & 50 Largest Unsec. Creditors

INTERPHARM HOLDINGS: Unit Obtains $41.5MM Loan from Wells Fargo
INTERSTATE BAKERIES: Sells Miami Property to Amerco for $12.25MM
INTERSTATE BAKERIES: Has Until March 21 to Decide on Leases
INTRAWEST CORP: Earns $69.3MM of Net Income in 2nd Fiscal Quarter
JAMES RIVER: Pirate Capital Demands Company Hire Investment Banker

JOURNAL REGISTER: Earns $12 Million in Quarter Ended Dec. 25, 2005
LEUCADIA NAT'L: Fitch Affirms Low-B Sr. & Jr. Sub. Debt Ratings
LUXFER HOLDINGS: Moody's Junks Rating on GBP160 Mil. Senior Notes
MERISTAR HOSPITALITY: Incurs $113.7M Net Loss in Fourth Quarter
METROPOLITAN MORTGAGE: Judge Williams Confirms Chapter 11 Plan

METSO CORP: Acquires Paper Machine Manufacturer in China
MID OCEAN: Fitch Lowers Two Notes Classes Ratings to CCC from B-
MUSICLAND HOLDING: Withdraws Move to Pay Critical Vendor Claims
MUSICLAND HOLDING: Final Cash Collateral Hearing is February 17
NEWQUEST INC: Loan Repayment Cues Moody's to Withdraw B1 Rating

NORTEL NETWORKS: Will Pay $2.4 Billion to Settle Shareholder Suits
NORTHWESTERN CORP: Inks Confidentiality Pact with Black Hills
NRG ENERGY: Closes Acquisition of Texas Genco in Cash & Stock Deal
PAN TERRA: Reports on Progress with Restructuring Initiatives
PERFORMANCE TRANSPORTATION: Hires BMC Group as Balloting Agent

PERFORMANCE TRANSPORTATION: Court OKs Payment of Prepetition Taxes
PHOTOCIRCUITS CORP: Wants to Employ Cushman As Appraisers
PHOTOCIRCUITS CORP: Has Open-Ended Deadline to Decide on Leases
PLIANT CORP: Gets Access to $200 Million of DIP Financing
PLIANT CORP: Court OKs Use of Prepetition Lenders' Cash Collateral

PRIMUS TELECOM: Equity Deficit Widens to $236.334MM at Dec. 31
R.F. CUNNINGHAM: Has Until March 27 to File Chapter 11 Plan
R.F. CUNNINGHAM: Champaign Wants Case Converted to Chapter 7
RAYTHEON COMPANY: Moody's Reviewing Ratings for Likely Upgrade
REFCO INC: U.S. Trustee Wants a Chapter 11 Examiner Appointed

REFCO INC: Can Pursue Sunstate Lawsuit After Modification of Stay
REGAL ENT: Earns $35 Million in Fourth Quarter Ended Dec. 29, 2005
RELIANCE: Liquidator Puts Priority Level (E) to Warrantech Claim
REMEDIATION FINANCIAL: Wants to Hire Morton CPA as Accountants
RESIDENTIAL ACCREDIT: S&P Affirms 59 Loan Classes' Low-B Ratings

RESMED INC: Earns $22 Million of Net Income in Qtr. Ended Dec. 31
ROCK-TENN CO: Increased Debt Level Cues Moody's to Review Ratings
SAINT VINCENTS: Creditors Can File Proofs of Claim Until March 30
SAINT VINCENTS: Court Authorizes Proskauer Rose Retention
SECURITY CAPITAL: Selling 91.52% Interest in Primrose Unit

SENIOR HOUSING: Earns $10.5 Million of Net Income in 4th Quarter
SEPRACOR INC: S&P Upgrades Corporate Credit Rating to B+ from B
SOLUTIA INC: Files Plan of Reorganization & Disclosure Statement
STARWOOD HOTELS: Inks New $1.5 Billion Revolving Loan Commitment
STEINWAY MUSICAL: Moody's Rates Proposed $175 Mil. Notes at Ba3

STEINWAY MUSICAL: S&P Rates Planned $175 Million Sr. Notes at BB-
SUN COMMUNITIES: SEC Staff Accepts Settlement Offer to End Inquiry
TED WALKER: Case Summary & 6 Largest Unsecured Creditors
TRIPATH TECH: Dec. 31 Balance Sheet Upside-Down by $4 Million
UAL CORP: Will Reserve Common Shares for Denver & HSBC's Claims

UAL CORP: Asks Court to Enforce Public Debt Group Settlement
US AIRWAYS: Mechanics Unite for Teamster Representation
WESTERN GOLDFIELDS: Concludes $6 Million Private Placement
WILLIAM FOREHAND: Case Summary & 13 Largest Unsecured Creditors

* Alixpartners Brings-In Alan Holtz as Managing Director
* Alixpartners Adds Global IT Transformation and Strategy Expert
* Law Offices of Joel Shafferman -- New N.Y. Insolvency Practice

* Upcoming Meetings, Conferences and Seminars

                             *********

1119 MEMORIAL: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 1119 Memorial, LLC
        P.O. Box 88552
        Atlanta, Georgia 30356
        Tel: (404) 869-8800

Bankruptcy Case No.: 06-61258

Chapter 11 Petition Date: February 6, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, Georgia 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
Columbia Engineering                Account Payable        $58,303
2763 Meadow Church Road, Suite 100
Duluth, GA 30097

P.A. Architects                     Account Payable        $37,500
2024 Powers Ferry Road, Suite 200
Atlanta, GA 30339

Community Design Center of          Account Payable        $11,495
Atlanta Inc.
1083 Austin Avenue
Atlanta, GA 30306

Harry Kuniansky, P.C.               Account Payable         $9,200

Southface Energy Institute          Account Payable         $4,050

Atlanta Environmental               Account Payable         $3,037

United Consulting                   Account Payable         $1,929


ACA ABS: Fitch Affirms $3 Million Class C Notes' Ratings at BB
--------------------------------------------------------------
Fitch Ratings affirmed nine classes of notes issued by ACA ABS
2003-2 Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

    -- $10,000,000 class A-1SW notes 'AAA'
    -- $315,000,000 class A-1SU notes 'AAA'
    -- $146,500,000 class A-1SD notes 'AAA'
    -- $108,000,000 class A-1J notes 'AAA'
    -- $51,000,000 class A2 notes 'AA'
    -- $36,000,000 class A3 notes 'A'
    -- $7,000,000 class BF notes 'BBB'
    -- $15,000,000 class BV notes 'BBB'
    -- $3,000,000 class C notes 'BB'

ACA 2003-2 is a collateralized debt obligation that closed
Nov. 6, 2003 and is managed by ACA Management, LLC.  ACA 2003-2 is
composed of approximately:

   * 73% residential mortgage-backed securities;
   * 9% CDOs, 8% commercial mortgage-backed securities;
   * 5% asset-backed securities; and
   * 5% real estate investment trusts.

Since Fitch's last rating affirmation on Dec. 2, 2004, the
collateral has continued to exhibit stable performance.  The
weighted average rating has remained stable within the 'BBB+/BBB'
range.  The senior overcollateralization (OC), class A-3 OC, class
B OC, and class C OC ratios have remained stable since closing at:

   * 115.4%,
   * 109.1%,
   * 105.6%, and
   * 105.2%, respectively.

As of the Nov. 30, 2005, trustee report, ACA 2003-2 has no
defaulted or distressed assets.  Only 0.22% of the assets are
rated below 'BBB-'.

The ratings of classes A-1SW, A-1SU, A-1SD, A-1J and A2 address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings for the class A3, BF, BV and C notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.  In
addition, the class A-1SW notes also benefit from a financial
guaranty insurance policy issued by CIFG Guaranty (insurer
financial strength rated 'AAA' by Fitch).


ACE SECURITIES: Fitch Affirms One Certificate Class' Rating at BB
-----------------------------------------------------------------
Fitch took these rating actions on the Ace Securities Corporation
issues:

  Series 1999-LB2:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'A-'
    -- Class B affirmed at 'BBB-'

  Series 2001-HE1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 upgraded to 'AA+' from 'AA'
    -- Class M-2 upgraded to 'AA' from 'A+'
    -- Class M-3 upgraded to 'BBB+' from 'BBB'

  Series 2001-NC1:

    -- Class B upgraded to 'AAA' from 'AA'

  Series 2002-HE2:

    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'A'
    -- Class M-3 affirmed at 'BBB+'
    -- Class M-4 affirmed at 'BBB-'

Series 2002-HE3:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA+
    -- Class M-2 affirmed at 'A'
    -- Class M-3 affirmed at 'BBB'

  Series 2003-HE1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'A'
    -- Class M-3 affirmed at 'A-'
    -- Class M-4 affirmed at 'BBB+
    -- Class M-5 affirmed at 'BBB'
    -- Class M-6 affirmed at 'BBB-'

  Series 2003-HS1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 upgraded to 'AA+' from 'AA'
    -- Class M-2 affirmed at 'A'
    -- Class M-3 affirmed at 'A-'
    -- Class M-4 affirmed at 'BBB+
    -- Class M-5 affirmed at 'BBB'
    -- Class M-6 affirmed at 'BBB-'

  Series 2003-NC1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA+'
    -- Class M-2 affirmed at 'A+'
    -- Class M-3 affirmed at 'A'
    -- Class M-4 affirmed at 'A-
    -- Class M-5 affirmed at 'BBB'
    -- Class M-6 affirmed at 'BBB-'

  Series 2003-OP1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA+'
    -- Class M-2 affirmed at 'A+'
    -- Class M-3 affirmed at 'A-'
    -- Class M-4 affirmed at 'BBB+'
    -- Class M-5 affirmed at 'BBB'
    -- Class M-6 affirmed at 'BBB-'
    -- Class B affirmed at 'BB'

  Series 2003-TC1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'A'
    -- Class M-3 affirmed at 'A-'
    -- Class M-4 affirmed at 'BBB+'

The affirmations on the above classes reflect stable to improving
relationships of credit enhancement (CE) to future loss
expectations and affect approximately $959.89 million of
outstanding certificates.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $64.11 million
of outstanding certificates.  All three of the trusts, which
contain upgrades, are currently failing performance triggers and
Fitch expects that the triggers will continue to fail for the
remaining lives of the issues.  As a result, these trusts are
distributing principal sequentially among the classes and reducing
the credit risk by freezing the required overcollateralization
amount and allowing the CE to grow as a percentage of the
remaining balance for all classes.  The CE levels for all of the
upgraded bonds have increased by at least three times the original
levels.

As of the January 2006 distribution date, the transactions are
seasoned from a range of 25 (series 2003-OP1) to 78 (series
1999-LB2) months and the pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from approximately 4% (series 2001-NC1) to 31% (series 2003-OP1).
The cumulative loss to date as a percentage of the pool's initial
balance ranges from 0.19% (series 2003-TC1) to 4.17% (series
1999-LB2).

The underlying collateral for the mortgage transactions listed
above consist of both fixed- and adjustable-rate mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  The mortgage loans have various
originators and servicers.


ACTIVANT SOLUTIONS: Earns $4.2 Mil. in First Quarter Ended Dec. 31
------------------------------------------------------------------
Activant Solutions Inc. delivered its first quarter financial
reports for the fiscal quarter ended Dec. 31, 2005, to the
Securities and Exchange Commission.

Activant Solutions earned $4,298,000 of net income on $98,131,000
of total revenues for the three months ended Dec. 31, 2005.  As of
Dec. 31, 2005, Activant Solutions' balance sheet showed
$579,706,000 in total assets, $546,042,000 in total liabilities,
and $33,664,000 in total stockholders' equity.

A full-text copy of Activant Solutions' financial statements for
the first quarter ended Dec. 31, 2005, is available at no charge
at http://ResearchArchives.com/t/s?555

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                            *   *   *

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior unsecured debt ratings on Austin, Texas-based
Activant Solutions Inc.

Activant Solutions Inc.'s Floating Rate Notes carry low-B and junk
ratings.  Activant's 10.5% Senior Notes due 2011 carry Moody's
Investor Service's B2 rating; Moody's assigned that rating on May
30, 2003, and affirmed that B2 rating Sept. 27, 2005.


ALLIED HOLDINGS: Hires Haymaker/Bean as Real Estate Broker
----------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Haymaker Company, LLC, dba Haymaker/Bean
Commercial Real Estate, as the exclusive broker for property owned
by Allied Systems, Ltd., located at 239 Triport Road in the City
of Georgetown, County of Scott, Kentucky.

The Debtors also seek the Court's authority to pay Haymaker/Bean
a 7% commission of the gross sale price of the Property.

Haymaker/Bean is a full service commercial real estate firm with
special expertise in brokerage, leasing and land sales.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates Haymaker will market and list the Property for
sale at $665,000.

Stephen G. Bean, a broker at Haymaker, assures the Court that the
firm's professionals do not have any connection with the Debtors,
their creditors, any party-in-interest, their attorneys and
accountants, the U.S. Trustee, or any employee in the U.S.
Trustee's office.

Mr. Bean attests that Haymaker does not represent any interest
adverse to the Debtors or their estates.  Accordingly, Haymaker
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Haymaker has not received a prepetition retainer from the
Debtors, nor did the Debtors make any prepetition payments to
Haymaker, Mr. Bean says.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, 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. (Allied Holdings Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Assumes Chase Equipment Leases
-----------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., to assume and amend certain
leases between Allied Systems, Ltd., and Chase Equipment Leasing,
Inc.  Specifically, the Court allows the Debtors to:

   (a) assume the 1998 Master Lease, the 1999 Master Lease, the
       1998 Guaranty, the 1999 Guaranty, and the Chase
       Supplements; and

   (b) amend the 1998 Master Lease, the 1999 Master Lease, the
       1998 Guaranty and the 1999 Guaranty.

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Allied Systems, Ltd., and Banc One Leasing Corporation, the
predecessor-in-interest to Chase, are parties to lease agreements
for Volvo truck tractors and Cottrell car haul trailers:

   (a) A Master Equipment Lease dated June 30, 1998, and related
       lease supplements:

       * Lease Supplement No. 2 for Lease Schedule No.
         1000066887, dated July 30, 1998; and

       * Lease Supplement No. 3 for Lease Schedule No.
         1000067278, dated August 26, 1998; and

   (b) A Master Equipment Lease dated February 22, 1999, and
       related lease supplements:

       * Lease Supplement No. 1000094331, dated March 5, 1999;

       * Lease Supplement No. 1000094445, dated March 26, 1999;

       * Lease Supplement No. 1000095414, dated April 20, 1999;
         and

       * Lease Supplement No. 1000095994, dated May 19, 1999.

Allied Holdings, Ltd., guarantees the payment and performance of
all of Allied System's obligations to Chase under the Lease
Documents pursuant to an equipment lease guaranty dated June 29,
1998, and a second equipment lease guaranty dated February 22,
1999.

Ezra H. Cohen, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, related that the 1998 Master Lease and the 1999 Master
Lease and the Chase Supplements provide for:

   (a) Chase's acquisition of the Equipment to be leased to
       Allied;

   (b) Allied's payment of monthly rent at a set amount for a
       seven-year lease term;

   (c) Allied's option to purchase the Equipment at the end
       of the seven-year term for a purchase price equal to 25%
       of Chase's acquisition cost;

   (d) Allied's return of the Equipment to Chase at the
       conclusion of the seven-year term if it does not
       exercise the purchase option; and

   (e) Chase's sale of the Equipment if it is returned at
       the end of the lease term.

Mr. Cohen disclosed that the Master Leases and Chase Supplements
create six terminal rental adjustment clause leases.

"The Chase TRAC provides that if the Equipment is returned to
Chase Leasing and sold, a one-time lump-sum adjustment will be
due based on the amount of the Equipment's sale proceeds," Mr.
Cohen explained.  "The adjustment will be based on the amount by
which the sale proceeds are either greater or less than 25% of
the Acquisition Cost."

The material terms under the Chase Supplements are:

  Lease       Number     Monthly    Expiration of    Original
  Document    of Rigs    Rental     Deferred Term    TRAC Amount
  --------    -------    ------     -------------    -----------
  Supplement    20       $31,810     07/31/2006         $672,568
  66887

  Supplement    25       $39,573     08/31/2006         $840,710
  67278

  Supplement    12       $19,302     03/31/2007         $400,437
  94331

  Supplement    10       $16,022     03/31/2007         $333,848
  94445

  Supplement    21       $33,596     04/30/2007         $701,081
  95414

  Supplement     8       $14,320     05/31/2007         $294,147
  95994

The Parties have agreed to amend the Master Leases.  The First
Amendment provides for the modification of the Purchase Option in
each Master Lease, and the assumption by the Debtors of the
obligations under the Chase Supplements, the 1998 Guaranty, the
1999 Guaranty, the 1998 Master Lease, and the 1999 Master Lease
as applicable to the supplements.

The terms of the Amendment with respect to each Chase Supplement
include:

   (a) Allied will immediately cure any rent defaults including
       those arising prepetition;

   (b) Allied requests, and Chase grants, a deferral of the
       Purchase Option;

   (c) During the Deferred Term, Allied will pay monthly rent
       at the pre-expiry rate set forth in each supplement;

   (d) Allied's obligation to pay rent and any TRAC Amount at
       the end of the Deferred Term will be an administrative
       expense;

   (e) Allied will pay all amounts currently owed for
       postpetition rent without further delay; and

   (f) The TRAC Amount, which is also the amount of the purchase
       price, will be reduced by 90% of the rent paid during the
       Deferred Term.

Mr. Cohen pointed out that the Amendment will allow continued use
of the Equipment, which is used by the Debtors to produce
revenue.  Furthermore, modification of the Purchase Option
provides the Debtors with the option of continuing to lease the
Equipment at the rate in each Chase Supplement after the Basic
Term ends, for a specified period of time.

Moreover, Mr. Cohen confirmed that the Debtors have considered the
appraised value of comparable equipment and the cost of new
equipment and have determined that the terms of the Amendment are
fair.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, 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. (Allied Holdings Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLSERVE SYSTEMS: Ch. 7 Trustee Returns Equipment to Wells Fargo
----------------------------------------------------------------
Charles A. Stanziale, Jr., the Chapter 7 Trustee for Allserve
Systems Corp agreed to turn over certain equipment owned by Wells
Fargo Bank Northwest, NA, pursuant to a stipulation and order of
settlement signed on Jan. 31, 2006.  The Hon. Rosemary Gambardella
of the U.S. Bankruptcy Court for the District of New Jersey
approved the settlement on Feb. 7, 2006.

Bostonia Finance Company, LLC, furnished the Debtor with certain
personal property and equipment under a Master Equipment Lease-
Purchase Agreement.  Bostonia has first priority secured interest
on the equipment pursuant to the lease agreement.  Wells Fargo
succeeded to all of Bostonia's rights under the lease in August
2005.

Wells Fargo sought to lift the automatic stay and recover the
equipment after the Debtor failed to make scheduled payments due
on the leases. Wells Fargo also voiced concerns that the Debtor
may have neglected to properly insure the equipment.  Wells Fargo
alternatively asked the Court to compel the Debtor to provide
adequate protection, in the form of scheduled payments, for its
continued use of the equipment.

Wells Fargo alleged that the Debtor owed them approximately
$300,465 for payments due in December 2005 and January 2006.  As
of Jan. 3, 2006, the Debtor's indebtedness to Wells Fargo under
the equipment leases totaled approximately $8.6 million.

Theodore D. Moskowitz, Esq., at McCarter & English, LLP, told the
Bankruptcy Court that the Debtor should pay the $300,465 default
amount and continue to make payments in accordance with a payment
schedules in order to adequately protect Wells Fargo's interests
on the equipment.

Bunce Atkinson, Esq., the Debtor's former chapter 11 Trustee,
subsequently informed Wells Fargo that the Debtor's estate no
longer has sufficient funds to cover the payments due under the
leases.  At that time Mr. Atkinson had terminated the Debtor's
business and discharged all of its employees.

Apart from the return of its equipment, Wells Fargo is entitled to
any deficiency claims against the Debtor's estate.

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between 10 million to $50 million and debts between $50
million to $100 million.


AMCAST INDUSTRIAL: Wants to Hire Thompson Hine as Special Counsel
-----------------------------------------------------------------
Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., ask the U.S. Bankruptcy Court for the Southern District of
Indiana for permission to retain Thompson Hine LLP as their
special counsel.

The Debtors tell the Court that Thompson Hine was Amcast
Industrial's lead bankruptcy counsel in Amcast Industrial's
previous chapter 11 filing.

Thompson Hine will:

    a) prosecute objections to alleged secured, priority and
       administrative claims in Case No. 04-40504 as necessary;

    b) work towards the settlement and dismissal, or prosecution,
       if necessary, of an adversary proceeding pending in the
       Ohio Court against Clean Earth, Incorporated to avoid a
       $1 million mechanics lien against property in Stowe,
       Pennsylvania which is subject to a contract to sell to a
       third party for approximately $1 million;

    c) review documents and create a privilege log, in connection
       with a demand for production of documents served by the
       Liquidating Trustee under Old Amcast's confirmed Plan
       relating to claims against Old Amcast's former officers and
       directors arising from certain supplemental executive
       retirement plans and defined benefit pension plans, which
       claims are now the subject of an adversary proceeding
       commenced in the Ohio Court;

    d) work towards the settlement or dismissal without prejudice
       of an adversary proceeding pending in the Ohio Court
       against three liability insurers and a number of tort
       claimants to obtain a declaratory judgment that the
       insurers are obligated to defend product liability claims
       of the tort claimants and that any claims the insurers had
       under the self-insured retention provisions of the policies
       are unsecured claims and not the responsibility of New
       Amcast; and

    e) perform any other legal services which may be appropriate.

Alan R. Lepene, Esq., partner at Thompson Hine, tells the Court
that for this engagement, he will bill $575 per hour.  Mr. Lepene
discloses that the Firm's professionals bill:

         Designation               Hourly Rate
         -----------               -----------
         Partners                  $295 - $575
         Associates                $185 - $290
         Paralegals                $150 - $175

         Professional              Hourly Rate
         ------------              -----------
         Alan R. Lepene, Esq.         $575
         Scott King, Esq.             $325
         Jeremy Campana, Esq.         $245
         Jennifer Maffett, Esq.       $230
         Renee Davis, Esq.            $220
         Marcia Burston, Esq.         $165

The Debtors relate that they have paid Thompson Hine a $50,000
retainer.

Mr. Lepene assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or their estates.

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates previously filed
for chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy
Court for the Southern District of Ohio confirmed the Debtors'
Third Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor and its affiliate filed for protection from their
creditors, they listed total assets of $97,780,231 and total
liabilities of $100,620,855.

Amcast Industrial's chapter 11 case is jointly administered with
Amcast Automotive of Indiana, Inc.'s chapter 11 proceeding.


AMCAST INDUSTRIAL: Amcast Indiana Files Amended Schedules
---------------------------------------------------------
Amcast Automotive of Indiana, Inc., delivered an Amended List of
Schedules of Assets and Liabilities to the U.S. Bankruptcy Court
for the Southern District of Indiana, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property              $13,578,708
  B. Personal Property          $43,060,365
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $83,496,016
     Secured Claims
  E. Creditors Holding                             $748,021
     Unsecured Priority Claims
  F. Creditors Holding                           $7,552,723
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $56,639,073     $91,796,760

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates previously filed
for chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy
Court for the Southern District of Ohio confirmed the Debtors'
Third Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor and its affiliate filed for protection from their
creditors, they listed total assets of $97,780,231 and total
liabilities of $100,620,855.

Amcast Industrial's chapter 11 case is jointly administered with
Amcast Automotive of Indiana, Inc.'s chapter 11 proceeding.


AMERICAN AIRLINES: Files 2006 Annual Incentive Plan with SEC
------------------------------------------------------------
American Airlines, Inc., delivered a copy of its 2006 Annual
Incentive Plan to the Securities and Exchange Commission under
cover of a Form 8-K late last week.  AMR Corporation's
Compensation Committee approved American Airlines' AIP.  All
employees of American Airlines are eligible to participate in the
AIP, including its executive officers, some of whom are officers
of AMR Corporation.

The AIP is American Airlines' annual bonus plan and provides for
the payment of awards in the event certain financial and customer
service metrics are satisfied.

A full-text copy of American Airlines' 2006 Annual Incentive Plan
is available for free at http://ResearchArchives.com/t/s?553

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site --
http://www.AA.com/-- provides users with easy access to check and
book fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance,
which brings together some of the best and biggest names in the
airline business, enabling them to offer their customers more
services and benefits than any airline can provide on its own.
Together, its members serve more than 600 destinations in over 135
countries and territories.  American Airlines, Inc. and American
Eagle are subsidiaries of AMR Corporation (NYSE: AMR).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
$800 million of New York City Industrial Development Agency
special facility revenue bonds, series 2005 -- American
Airlines Inc., John F. Kennedy International Airport Project,
which mature at various dates.  At the same time, the ratings on
existing series 2002 bonds were raised to 'B-' from 'CCC',
reflecting changes in the security arrangements that apply to
those bonds.  Both series of bonds will be serviced by payments
made by AMR Corp. unit American Airlines Inc. under a lease
between the airline and the agency.


AMERICAN MEDIA: Restating 2005 Financials & Lenders Grant Waiver
----------------------------------------------------------------
American Media Operations, Inc. says its Annual Report for the
fiscal year ended March 31, 2005, and its Quarterly Reports for
each of the quarters ended June 30, 2005 and September 30, 2005.
should no longer be relied upon.  The Company intends to restate
its 2005 financial statements, and thinks the restatements will be
completed by June 28, 2006.  American Media says its management
has discussed the Restatement with Deloitte & Touche LLP, its
independent registered public accounting firm.

Although the Company's analysis is not yet complete, American
Media currently expects the Restatement to address four items:

    (A) The first item relates to accounting for costs of retail
        display racks. The Company currently intends to make
        certain reclassifications relating to this item, in an
        amount it expects to approximate $20 million for the
        fiscal year ended March 31, 2005, on its balance sheet,
        income statement and cash flows statement.  Previously,
        the Company recognized rack costs under Property and
        Equipment.  The Company now intends to recognize these
        costs as a Deferred Cost Asset.  Consistent with retail
        display allowances and retail display payments, the
        Company intends to treat the rack cost amortization as a
        reduction to circulation revenue in its income statement.
        Previously, the Company recognized the amortization under
        Depreciation and Amortization.  Finally, in the cash flows
        statement, the net of the cost and current year
        amortization will be reflected under Cash Flows from
        Operating Activities, whereas the Company historically has
        reflected the cost under Cash Flows from Investing
        Activities, as purchases of racks and the corresponding
        amortization under cash flows from operations, as an add
        back to net income, under Depreciation and Amortization.
        As a result of this reclassifications, the Company's
        revenues will be reduced and its operating income and net
        income would not be impacted.  There will be no impact to
        the cash flows statement in the aggregate, aside from the
        line item changes described in the immediately preceding
        paragraph, and there will be no effect on Debt Covenant
        EBITDA.  The Company expects a potential cash benefit as a
        result of this reclassification in the form of a refund of
        approximately $14 million from prior years' federal income
        taxes, as the Company's research supports an immediate
        write-off of the display rack costs for income tax
        purposes.  For financial reporting purposes, the Company
        intends to amortize the display rack costs over the terms
        of the relevant agreements (which are typically 36
        months).  The Company also intends to reverse
        approximately $2 million in previous tax reserves related
        to other types of taxes, which would no longer be
        required.


     (B) The second item relates to a subscription marketing
         program for the Company.  The Company currently estimates
         that the impact of this adjustment on its revenue and
         Debt Covenant EBITDA will be a decrease of approximately
         $1 million to $3 million per year for each of the fiscal
         years ended March 29, 2004 and March 31, 2005, as well as
         the current fiscal year ending March 31, 2006, with the
         aggregate effect on revenue and on Debt Covenant EBITDA
         for all of these fiscal years approximating $6 million.
         There will be no impact on the Company's future cash flow
         as a result of this adjustment.

     (C) The third item relates to a paid time-off accrual and is
         in large part due to legal requirements in California
         that mandate an accrual relating to an individual's paid
         time-off days, on a cumulative basis. The total accrual
         is approximately $1.5 million, which the Company
         anticipates will be allocated over the four-year period
         ended March 31, 2005.

     (D) Additional less significant items may also be reflected
         in the Restatement.  In the aggregate, for the fiscal
         years ended March 31, 2005 and ending March 31, 2006, the
         Company currently anticipates that these additional
         adjustments will total between $2 million and $3 million
         per year.

                    Lenders Grant Waiver

As a result of the decision to restate, the Company sought and, as
of February 13, 2006, was granted a waiver under the Credit
Agreement, dated as of January 30, 2006, by and among the Company,
American Media, Inc., Deutsche Bank Securities Inc., as the
Syndication Agent, Bear Stearns Corporate Lending Inc., General
Electric Capital Corporation and Lehman Commercial Paper Inc., as
Documentation Agents, and JP Morgan Chase Bank, N.A., as
Administrative Agent.  As previously reported in the Troubled
Company Reporter, the freshly inked Credit Agreement allows for
term loans, revolving loans, swingline loans and letters of credit
in an aggregate principal amount of up to $510 million.

The Waiver provides for, among other things, the waiver of certain
specified defaults or events of default that may occur under the
Credit Agreement as a result of the Restatement so long as the
Restatement does not result in changes in operating income and
Consolidated EBITDA (calculated in accordance with the Credit
Agreement) in excess of certain specified amounts.  The Waiver
also provides for (a) an extension of the period for delivery of
the financial statements for the quarter ended December 31, 2005,
until June 28, 2006 (at which point the restated financial
statements for prior periods must also be delivered), (b) the
waiver of any cross default resulting from any failure by the
Company to comply with the indentures governing its senior
subordinated notes by failing to timely file its periodic reports
with the SEC unless the trustee or the noteholders deliver a
notice to the Company of its failure to comply with its reporting
covenants or commence any proceeding with respect to their rights
and remedies thereunder, (c) the continued treatment of display
rack costs as capital expenditures for purposes of the Credit
Agreement, (d) an increase in the margins applicable to borrowings
under the Credit Agreement during the period that the Restatement
is in process, and (e) additional limitations affecting the
Company's ability to repurchase its outstanding senior
subordinated notes, make certain restricted payments and to give
consideration to noteholders to waive the failure to comply with
the reporting covenant under its indentures, in each case during
the period that the Restatement is in process.  The Waiver also
provides for an increase in margins applicable to borrowings in
the event of a downgrade in the ratings by Moody's Investors
Service, Inc. or Standard & Poor's Ratings Services of the debt
under the Credit Agreement to the extent such downgrade is
effective within one month after completion of the Restatement and
is expressly attributable to the Restatement.

The specific financial covenants to which American Media has
agreed are not public at this time, and won't be until the company
delivers a copy of the Credit Agreement to the SEC.

As a result of the Restatement, the Company will delay the
announcement of its earnings for the quarter ended December 31,
2005 and the filing of its Quarterly Report on Form 10-Q for that
quarter.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the nation's largest publisher of celebrity, health and
fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Moody's Investors Service assigned a B1 rating to American Media
Operations, Inc.'s proposed $510 million senior secured credit
facilities and affirmed other low-B and junk ratings.

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Media Operations Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'.  S&P affirmed the
'B' rating on the company's senior secured bank loan at that time.


AOL LATIN: Wants Plan Solicitation Period Extended Until May 20
---------------------------------------------------------------
America Online Latin America Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
until May 20, 2006, the period within which only they can solicit
acceptances for their Joint Plan of Reorganization and Liquidation
from their creditors.

The Debtors filed a Disclosure Statement together with their Joint
Plan on Jan. 17, 2006.

On Jan. 19, 2006, the Debtors asked the Court to approve a
timetable for approval of the Disclosure Statement and
confirmation of the Joint Plan; the form of the solicitation
packages; and uniform balloting and voting procedures.  The
hearing to consider that request is scheduled on Feb. 23, 2006.

The Debtors give the Court three reasons an extension of their
solicitation period is warranted:

   a) it will allow the Debtors to complete the Plan solicitation
      process in a reasoned and well-balanced manner without being
      potentially distracted by alternative plans of
      reorganization being filed and solicited by other parties-
      in-interest;

   b) the requested extension will not harm the Debtors' creditors
      but it will maximize the value of their estates and it is in
      the best interest of the Debtors' estates, their creditors
      and other parties-in-interest; and

   c) the principal stockholders of the Debtors have consented to
      the request for an extension of the exclusive solicitation
      period.

The Court will convene a hearing at 4:00 p.m., on Feb. 23, 2006,
to consider the Debtors' request.

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


ATARI INC: Discloses Losses, Default & Going Concern Doubt
----------------------------------------------------------
Atari, Inc. (Nasdaq: ATAR) reported financial results for the
fiscal 2006 third quarter and nine-month period ended Dec. 31,
2005.  The Company said it is considering a possible change to the
way an item was treated on its cash flow statement for the third
quarter of 2004, and will ask for an extension of the time to file
its Form 10-Q in order to complete that consideration.

If the change is made, it will be to move an item that had been
classified as cash flows from investing activities to cash flows
from operating activities.  The change will have no effect on the
Company's previously issued consolidated balance sheets, income
statements or statements of stockholders' equity.  It also will
have no effect on the previously reported increase in the
Company's cash for the three or nine months ended December 31,
2004.

Net revenue for the quarter ended Dec. 31, 2005, was $100.8
million versus $156.4 million in the prior year's comparable
quarter, reflecting the Company's release of fewer titles in this
quarter compared to the prior year.  Publishing net revenue was
$82.4 million, compared to $137.9 million in the prior year, and
was primarily driven by the release of Dragon Ball Z: Budokai
Tenkaichi (PS2), Dragon Ball Z: Super Sonic Warriors 2 (NDS), The
Matrix: Path of Neo (PS2, Xbox and PC), and Atari Flashback 2
(Plug-and-Play). Distribution revenue was $18.4 million versus
$18.5 million in the comparable year-earlier period.

Net loss for the fiscal 2006 third quarter was $4.8 million
compared to net income of $19.6 million in the year earlier
period.  Loss from continuing operations for the third quarter of
fiscal 2006 was $4.5 million compared to income of $19.2 million
in fiscal 2005.  The Company also took steps in streamlining its
U.S. operations and recorded restructuring charges of $1.1 million
in the third quarter of fiscal 2006.  Excluding restructuring
charges and losses from discontinued operations, the loss for the
third quarter of fiscal 2006 would have been $3.4 million.

Net revenue for the nine-month period ended Dec. 31, 2005, was
$163.4 million versus $332.5 million in the comparable year-
earlier period.  Publishing net revenue was $117.8 million versus
$290.0 million in the prior nine-month period, while distribution
revenue was $45.6 million versus $42.5 million in the comparable
year-earlier period.

Net loss for the nine-month period was $62.8 million compared to
net income of $14.8 million in the year-earlier period.  Loss from
continuing operations for the nine-month period of fiscal 2006 was
$58.8 million compared to income of $17.3 million in fiscal 2005.
The Company recorded restructuring charges of $4.8 million for the
nine-month period ended Dec. 31, 2005.  Excluding restructuring
charges and losses from discontinued operations, the loss for the
nine-month period would have been $54.0 million.

                        HSBC Default

A weak holiday season for the industry combined with product
launch delays have contributed to third quarter results
substantially below the Company's expectations.  The Company has
been advised by HSBC Business Credit (USA) Inc. that it is in
default on certain covenants under its revolving credit facility
and that HSBC will not currently extend further credit.

As of Feb. 9, 2006, the Company had no balance outstanding under
the credit facility.  HSBC also stated that it may agree to review
revised business plans or projections and make or not make future
advances under the facility.

                      Going Concern Doubt

"The uncertainties caused by these conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
Atari said.

However, the Company is taking definitive steps to address its
current financial position and restore shareholder value, and
continues to believe in Atari's ability to compete in the
interactive entertainment industry.  The Company is currently
exploring the replacement of its credit facility, potential
licensing or sale of selected intellectual property rights and the
sale or closure of development studios.  Additionally, the Company
will continue to control costs and reduce working capital
requirements in order to conserve capital through potential
personnel reductions and the suspension of certain development
projects.  However, the Company cannot guarantee the completion of
these actions or that such actions will generate sufficient
resources to fully address the uncertainties of our financial
position.

"With the new console cycle now underway, new technologies bring
with it new challenges," stated Bruno Bonnell, Chairman, CEO and
Chief Creative Officer of Atari.  "As we anticipated, during the
holiday season the industry felt a depressed demand for current
generation titles at retail and, as a result, publishers will need
to strategically address the marketplace, balancing titles across
multiple consoles, as well as portable devices.  Atari remains
committed to providing gamers with titles across all platforms
focusing on its largest franchises, including Dragon Ball Z,
Driver, Test Drive and Dungeons & Dragons, to name a few.
Additionally, we will look to increase our marketshare on portable
devices such as Nintendo DS and Sony's PSP as the demand for
quality titles for these formats continues to grow."

The Company also reported that Diane Baker has resigned her
position as Atari's Executive Vice President and CFO, to pursue a
new opportunity.

New York-based Atari, Inc. -- http://www.atari.com/-- develops
interactive games for all platforms and is one of the largest
third-party publishers of interactive entertainment software in
the U.S.  The Company's 1,000+ titles include hard-core, genre-
defining franchises such as DRIVER(TM), The Matrix(TM) (Enter The
Matrix and The Matrix: Path of Neo), Stuntman(TM) and Test
Drive(R); and mass-market and children's franchises such as
Nickelodeon's Blue's Clues(TM) and Dora the Explorer(TM), and
Dragon Ball Z(R).  Atari, Inc. is a majority-owned subsidiary of
France-based Infogrames Entertainment SA (Euronext - ISIN: FR-
0000052573), the largest interactive games publisher in Europe.


BMC INDUSTRIES: Disclosure Statement Hearing Set for March 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing at 10:30 a.m., on March 15, 2006, to consider
the adequacy of the Disclosure Statement explaining the Plan of
Liquidation filed by BMC Industries Inc., and its debtor-
affiliates.

                    Summary of the Plan

The Plan provides for the substantive consolidation of the
Debtors' estates.  On or after the Plan's confirmation date, the
estates of BMC Industries Inc., Vision-Ease Lens, Inc., and
Buckbee Mears Medical Technologies, LLC, will be merged with and
into BMC and all assets and liabilities of the Debtors will be
treated as though they were merged into BMC.

A Liquidating Trust will be created for the benefit of holders of
Allowed General Unsecured Claims and Allowed Prepetition Lender
Claims.  The Liquidating Trustee will be appointed to administer
the Debtors' estates and implement the terms of the Plan.

Each Claim or Proof of Claim, Administrative Expense and
Administrative Expense Claim against any of the Debtors will be
deemed one Claim or Administrative Expense against all of the
Debtors and a single obligation of the consolidated Debtors on and
after the confirmation date.

              Treatment of Claims and Interests

1) Prepetition Lender Claims consist of approximately $123,800,000
   of loans under a Prepetition Loan Agreement between the Debtors
   and the Prepetition Lenders.  On or after the effective date,
   the Liquidating Trustee will make an entry in the books and
   records of the Liquidating Trust to allocate to the Agent Bank
   for the benefit of the Prepetition Lenders, a beneficial
   interest in the Liquidating Trust.  The beneficial interests is
   equal to the amount allocable to the Prepetition Lenders under
   the terms of a Sharing Arrangement between the Agent Bank, the
   Unsecured Creditors Committee and the Debtors, plus all sums
   held in the Wind Down-Reserve and the Professional Fee Carveout
   Reserve.

2) Other Secured Claims will receive:

   a) cash equal to 100% of the unpaid amount of the Other Secured
      Claims and the proceeds of the sale or disposition of the
      Collateral securing those claims to the extent of the value
      of those holders' secured interest in the Claim, net of the
      costs of disposition of that Collateral; and

   b) the Collateral securing the Claim and a treatment that
      leaves unaltered the legal, equitable, and contractual
      rights to which the holder of that Claim is entitled;

3) Priority Non-Tax Claims will receive cash equal to the allowed
   amount of those claims.

4) General Unsecured Claims will receive the pro rata share of the
   beneficial interests in the Liquidating Trust equal to the
   amount allocable to holders of those Claims under the terms of
   the Sharing Arrangement.  The Liquidating Trustee will make an
   entry into the books and records of the Liquidating Trust to
   allocate the pro rata pro rata share of the beneficial
   interests in the Liquidating Trust to each holder of an allowed
   General Unsecured Claim.

5) Equity Interests will be cancelled on the effective date and
   will not receive or retain any property or interest under the
   Plan.

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

   http://www.researcharchives.com/bin/download?id=060214214635

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BOYD GAMING: Earns $22.9 Million of Net Income in Fourth Quarter
----------------------------------------------------------------
Boyd Gaming Corporation (NYSE:BYD) reported its financial results
for the fourth quarter and full year 2005.

There were three adjustments of particular note in the fourth
quarter; first, a $56 million pre-tax impairment loss at the
Stardust related to the decision to cease operations around the
end of 2006 and demolish the facility to make way for the
Company's announced development of Echelon Place on the site;
second, $11.0 million in preopening expenses principally
related to the opening of South Coast in late December; and
third, a one-time net federal income tax credit in the amount of
$1.5 million relating to wage continuation payments to workers
displaced by the Gulf Coast hurricanes.

                     Fourth Quarter Results

The Company reported record EBITDA of $182 million in the fourth
quarter, an increase of 22% over the $149 million reported in the
fourth quarter 2004.  All six of the Company's operating units
reported year-over-year increases in quarterly revenue and EBITDA.
Revenues for the fourth quarter were $565 million, an increase of
4.8% over the $540 million reported in the fourth quarter 2004.
Net income for the fourth quarter was $22.9 million, versus $46.9
million reported in the fourth quarter 2004.

Bill Boyd, Chairman and Chief Executive Officer of Boyd Gaming,
commented, "I am very pleased that we were once again able to
demonstrate strong financial performance in the fourth quarter,
with strong performances evident throughout the Company.  Our
Downtown Las Vegas unit set a new EBITDA record by a wide margin;
our Las Vegas locals units each had its second best EBITDA quarter
ever, exceeded only by the seasonally stronger first quarter 2005;
and Borgata reported its highest non-summer quarterly EBITDA ever.
It is interesting to note that Borgata's reported gaming win for
the full year 2005 was $706 million, ranking it among the highest
grossing casinos anywhere in the country.  With strong, diverse
operations and an excellent growth pipeline highlighted by our
recently announced development of Echelon Place on the Las Vegas
Strip, I remain very optimistic about our future."

                        Full Year Results

Revenues for the full year 2005 were $2.22 billion, an increase of
28% over the $1.73 billion reported in 2004.  The increase was
primarily attributable to the addition of Coast Casinos (acquired
July 2004) and Sam's Town Shreveport (acquired May 2004).  EBITDA
for 2005 was $668 million versus $449 million reported in 2004, an
increase of 49%.  While the additions of Coast and Shreveport
played an important role in that increase, EBITDA excluding these
properties still increased 18.6% for the full year 2005 versus
2004, with substantial increases at many of the Company's
properties.

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

                         *     *     *

As previously reported in the Troubled Company Reporter on
Jan. 30, 2006, Standard & Poor's Ratings Services assigned a 'B+'
rating to Boyd Gaming Corp.'s proposed $250 million senior
subordinated notes due 2016.

At the same time, Standard & Poor's affirmed its existing ratings
on the Las Vegas-based casino operator, including its 'BB' issuer
credit rating.  S&P said the outlook is stable.


BRIAZZ INC: Deutsche Bank Divested Shares for Cash and Note
-----------------------------------------------------------
Deutsche Bank AG London, acting through DB Alternative Trading
Inc., its investment advisor, divested on Jan. 31, 2006, all of
its prior equity ownership interest in Briazz Inc. in return for
cash and the issuance of a new note.

The SEC filing did not disclose the:

   -- number of shares divested by Deutsche Bank;

   -- cash received by Deutsche Bank; and

   -- the type and face value of the note Briazz issued to
      Deutsche Bank.

Deutsche Bank reported in August 2003 that it owned 43.5 million
shares of Briazz common stock in connection with a Securities
Purchase Agreement among Briazz, Inc., Deutsche Bank London AG,
acting through DB Advisors LLC, Briazz Venture L.L.C., Spinnaker
Investment Partners, L.P. and Delafield Hambrecht, Inc., dated
May 28, 2003.

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and
breakfast foods and between-meal snacks from 20 company-owned
cafes located in Seattle, San Francisco, Los Angeles and Chicago.
The Company filed for chapter 11 protection (Bankr. W.D. Wash.
Case No. 04-17701) on June 7, 2004.  Cynthia A. Kuno, Esq., and J.
Todd Tracy, Esq., at Crocker Kuno Ostrovsky LLC, represents the
Company in its restructuring efforts.  The U.S. Trustee appointed
a two-member Creditors' Committee in June 2004; that Committee
dissolved on July 17, 2004, when one of the two members resigned.
When the Debtor filed for protection from its creditors, it listed
$5,400,000 in assets and $12,200,000 in liabilities.


BRICOLAGE CAPITAL: Section 341 Meeting Set for February 28
----------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Bricolage
Capital, LLC's creditors at 2:30 p.m. on Feb. 28, 2006, at 80
Broad Street, Second Floor, New York City.

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

Headquartered in New York, New York, Bricolage Capital, LLC, filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y.
Case No. 05-46914).  Schuyler G. Carroll, Esq., at Arent Fox PLLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of $1 million to $10 million and debts of $10 million to
$50 million.


BROOKFIELD PROPERTIES: Earns $164 Million of Net Income in 2005
---------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE, TSX) reported net
income of $164 million and funds from operations of $435 million
for the year ended December 31, 2005.

After leasing 3.8 million square feet during 2005, approximately
three times the amount contractually expiring, Brookfield
Properties' portfolio-wide occupancy rate finished the year at
94.6%, a 190 basis point improvement from the end of 2004. In
Brookfield Properties' primary markets of New York, Boston,
Washington, D.C., Toronto, Calgary and Ottawa, the occupancy rate
at the end of 2005 improved to 95.6%, up from 94.0% at the end of
2004.

                        Financial Results

Net income for the year ended December 31, 2005 was $164 million,
or $0.69 per diluted share, compared to $138 million, or $0.58 per
diluted share, in 2004.  Funds from operations for the year ended
December 31, 2005 increased 9% to $435 million or $1.85 per
diluted share compared to $403 million or $1.70 per diluted share
in 2004.  In 2004, the company realized lease termination income
of $60 million or $0.25 per diluted share in conjunction with the
termination of a previously existing lease and the commencement of
a new lease at One World Financial Center.  Funds from operations
including lease termination income was $462 million or $1.95 per
diluted share in 2004.

Net income for the three months ended December 31, 2005 totaled
$47 million, or $0.20 per diluted share, compared to $2 million
or nil per diluted share during the same period in 2004.  For
the three months ended December 31, 2005, funds from operations
totaled $138 million or $0.59 per diluted share compared to
$99 million or $0.42 per diluted share during the same period in
2004.  Commercial property net operating income for the year was
$680 million compared to $671 million in 2004 and $192 million for
the fourth quarter of 2005, up from $167 million during the same
period in 2004.  The fourth quarter of 2005 included a $30 million
fee from Goldman Sachs.

Residential development operations contributed $106 million of
net operating income in 2005, a significant increase over the
$42 million contributed in 2004.  This operation's best year ever
was fueled primarily by a very vibrant Alberta economy buoyed by
high energy prices and low interest rates which have driven strong
housing demand.  The company expects that these operations will
continue to benefit from a large inventory of relatively low-cost
land with approximately 37,000 lots held for development and 4,000
lots under development in Alberta, Ontario, Colorado and Texas.

     Transactions Completed Subsequent to December 31, 2005

Acquired metropolitan Washington, D.C. asset after the sale of two
Denver buildings.  Brookfield Properties sold the World Trade
Center Denver for $116 million in January 2006 after having
completed the sale of Colorado State Bank building for $22 million
in November 2005.  The acquisition of One Bethesda Center for
$69 million closed in January 2006.  One Bethesda Center is a
12-story, 168,000 square foot office property located one block
from the Washington, D.C. metro station in Bethesda, Maryland.
Since Brookfield Properties entered the Washington, D.C. market
two years ago, its portfolio has grown to two million square feet.
Signed new direct 110,000 square foot lease with Sovereign Bank at
75 State Street, Boston, subsequent to the end of the fourth
quarter.  Sovereign's lease term is ten years for floors 3 and 4
plus a retail branch on the first floor.

                             Outlook

"With another solid year behind us, we remain excited about the
future.  Brookfield Properties will continue to be a very active
participant in the next exciting phase of the real estate cycle.
Our strong balance sheet, a proven acquisitions strategy and eight
million square feet of development capacity put us in a strong
position for future growth, particularly against a backdrop of
improving market fundamentals," stated Ric Clark, President & CEO
of Brookfield Properties Corporation.

Inter-listed on the New York Stock Exchange and the Toronto Stock
Exchange under the symbol BPO, Brookfield Properties Corporation
-- http://www.brookfieldproperties.com/-- owns, develops and
manages premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating.  S&P said the outlook is stable.


CAVALIER TELEPHONE: Moody's Rates Proposed $200 Mil. Loan at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Cavalier Telephone NewCo, a wholly owned subsidiary of Cavalier
Telephone Corporation, and a B2 rating to Cavalier Telephone
NewCo's proposed $200M senior secured credit facility.

The ratings broadly reflect Cavalier's substantial business risk,
relatively small size, and the company's history of acquisitions.
Cavalier's comparatively moderate financial risk and a track
record of generating positive free cash flow somewhat offset these
risks.

Moody's assigns these ratings:

   Issuer: Cavalier Telephone NewCo

      * Corporate family rating -- B2
      * Senior secured revolving credit facility -- B2
      * Senior secured Term Loan B -- B2

and says the outlook is stable.

The corporate family rating reflects Cavalier's challenging
position as a small competitive local exchange carrier covering a
footprint predominantly in the mid-Atlantic states, served
primarily by Verizon.  Cavalier must, therefore, take and maintain
market share from a larger and better capitalized
telecommunications provider in order to earn a positive return on
its network investment.

The ratings also reflect Cavalier's thin fixed asset base covering
a credit facility up to $200 million.  Moody's is also concerned
that given Cavalier's focus on the IPTV rollout, the company's
IPTV spending has significantly increased its run-rate capex, and
may cannibalize the investment required to maintain the high
quality of the voice network.  Moody's is also concerned that as
the company is embarking on a major capex initiative to grow its
business, the proceeds from the proposed financing, net of the
repayment of existing debt, are being used for the benefit of the
preferred shareholders.

The ratings incorporate the inherent risk in Cavalier's greater
reliance on the residential telephony market relative to its CLEC
peers, as the residential customers typically have higher churn
rates.

Moody's ratings also anticipate the potential for acquisitions in
the future, and the integration risks associated with them.
Cavalier has made five acquisitions since 2001, as part of its
growth strategy.  With support of its sponsors, Cavalier has been
able to opportunistically acquire distressed CLECs and regional
fiber carriers, which have diversified its revenue base.  The
company's business lines now span the residential, business and
wholesale telecom markets providing the company with significant
growth opportunities across its markets.

Notwithstanding high churn rates, Cavalier has achieved solid
penetration in the residential sector.  In Richmond, where the
company has been present for over 6 years, Cavalier accounts for
more than 10% of the available lines.  Similarly, the company has
been able to gain 4% or greater share of available business lines
in most of the markets it currently serves.  Moody's believes that
with overall penetration rates of about 5%, Cavalier has
opportunities to grow revenue by further penetrating the existing
markets.

Cavalier's ratings benefit from a track record of positive free
cash flow and EBITDA margin improvement.  The company's 2005
EBITDA margin was above 20%, which is relatively high for a CLEC,
resulting from the fact that over 99% of Cavalier's access lines
are on-net.  The margins also benefit from Cavalier's expansive
colocation network, which leads to favorable regulatory pricing
for unbundled loops and T-1's.  Moody's expects that pricing for
these UNE loops and T-1's may increase and has factored that into
the company's ratings.  The ratings also benefit from moderate
financial risk, as evidenced by Moody's expectation of improvement
of adjusted debt/EBITDA (3.2x) and (EBITDA-capex)/interest (1.9x)
ratios by year-end 2006.  These ratios are better than at
companies in the B2 rating category, but are in line with the
ratios among CLECs that Moody's covers.

Cavalier's facilities-based IPTV rollout entails greater financial
risk.  Cavalier's IPTV growth expectations of over 5% penetration
of video-enabled homes will be challenged by the incumbent cable
and satellite providers and the pending roll-out of Verizon's FIOS
service.  Should the company's IPTV revenue growth fail to meet
expectations or upfront capital investment exceeds projections,
Cavalier's ability to deleverage could be impeded.

Moody's views Cavalier's IPTV rollout as a key means of reducing
residential customer churn, that helps lower marketing costs and
boost margins.  In addition, as the majority of future IPTV capex
will be related to customer installations, Moody's believes that a
large portion of the growth in spending in this area will be
success-based.

Moody's stable rating outlook reflects the company's moderate
leverage profile, cash flow generation and Moody's expectations
that the company will continue growing revenues and cash flow.
Moody's believes that there is sufficient cushion in Cavalier's
strong financial metrics at the B2 level to enable the company to
weather moderate shortfalls in operating performance.  The outlook
also incorporates Moody's expectations that Cavalier will continue
to pursue growth through acquisitions.  However, as in the
company's past history, we expect the acquisitions to be cash flow
accretive over the intermediate term.

Moody's would likely raise Cavalier's ratings if the company could
sustain EBITDA margins above 25%, while continuing to generate
free cash flow growth and reduce leverage below 2.0x by year-end
2007.  Moody's could lower Cavalier's ratings if the company's
EBITDA margins fall below 20% for a prolonged period, leaving only
minimal free cash flow generation to grow the business, compete
effectively, and reduce leverage.  Furthermore, in the event of an
IPO, the use of proceeds to reduce debt or to pursue cash flow
accretive acquisitions could positively impact the ratings.
Conversely, the use of proceeds to pay a dividend or establish an
aggressive dividend policy could negatively affect the ratings.

Although, Cavalier's preferred series exhibit equity-like
features, such as an indefinite term and the absence of time
-specific liquidation events, Moody's treats Cavalier's
outstanding preferred stock as 75% debt, since the most likely
liquidating event for Cavalier's preferred holders will be a cash
payout either from a future debt issuance or an IPO.  This view is
reinforced by the use of proceeds of the contemplated financing to
redeem up to $120 million of outstanding preferred stock, leaving
$70 million in preferred equity on the balance sheet.  However,
Moody's notes that while the proposed bank facility exists, the
company will be restricted from raising incremental debt to pay
out the preferred shareholders.

Moody's does not notch the ratings of the senior secured credit
facility above the company's B2 corporate family rating since it
will be the major class of debt in Cavalier's capital structure.
Therefore, as a class, senior secured debt could be notched higher
than the corporate family rating if the company were to issue a
material amount of unsecured debt in the future.

Cavalier is a competitive local exchange carrier servicing
approximately 383,000 access lines in five mid-Atlantic United
States.  The company maintains its headquarters in Richmond,
Virginia.


CHARLES RIVER: Earns $50.4 Million of Net Income in 4th Quarter
---------------------------------------------------------------
Charles River Laboratories International, Inc. (NYSE:CRL) reported
fourth-quarter and full-year 2005 financial results.  Net sales
for the fourth quarter of 2005 increased 22.3% to $291.2 million,
including a negative foreign exchange effect of 2.8%, compared to
$238.1 million reported in the fourth quarter of 2004.  The
increase was due primarily to a strong performance by the
Preclinical Services business, which benefited from continuing
robust demand for outsourced preclinical services and the October
2004 acquisition of Inveresk Research Group, as well as increased
sales of North America Research Models and In Vitro products.

Net income on a GAAP basis was $50.4 million in the fourth quarter
of 2005, compared to $20.1 million in the fourth quarter of 2004.
On a non-GAAP basis, net income for the fourth quarter increased
to $42.9 million compared to $31.2 million in the fourth quarter
of 2004, an increase of 37.6%.  Non-GAAP earnings per diluted
share for the fourth quarter of 2005 increased 22.9% to $0.59,
compared to $0.48 per diluted share in the fourth quarter of 2004.
Non-GAAP results in the fourth quarter of 2005 exclude the impact
of charges related to the acquisition of Inveresk, the impairment
of fixed assets, intangible assets and lease obligations,
severance costs, accelerated vesting of certain stock options, and
a net benefit from repatriation of accumulated income earned
outside the United States under the American Jobs Creation Act of
2004.

For fiscal 2005, net sales increased 46.3% to $1.12 billion
from $766.9 million in 2004.  Net income on a GAAP basis was
$142.0 million, or $1.96 per diluted share, compared to
$89.8 million, or $1.68 per diluted share, in 2004.  On a non-GAAP
basis, net income for 2005 increased 55.4% to $165.8 million,
compared to $106.7 million in 2004. Non-GAAP earnings per diluted
share were $2.29, compared to $1.98 per diluted share in 2004, an
increase of 15.7%.  Non-GAAP results for 2005 exclude the impact
of charges related to the acquisition of Inveresk, the impairment
of fixed assets, intangible assets and lease obligations,
severance costs, accelerated vesting of certain stock options, and
the net benefit from repatriation of accumulated income earned
outside the United States.

James C. Foster, Chairman, President and Chief Executive Officer
said, "Throughout 2005, our focus remained on fully supporting our
customers while improving operating efficiency as we integrated
the Inveresk operations with Charles River.  We were very pleased
with our Preclinical Services sales results, and ended the year
with continuing robust demand for our services, especially in
toxicology.  We significantly improved the Preclinical non-GAAP
operating margin, which on a year-over-year basis, increased to
21.9% from 17.4% in 2004.  Our focus on Clinical Services'
operations resulted in a non-GAAP operating margin increase to
15.3% for 2005 from 12.1% in the first quarter of 2005.  And in
December, we were pleased to see higher sales of research models.
North America sales were up 12.7% for the quarter, which we
believe is an indicator of demand for 2006."

"We are enthusiastic about 2006 as we focus on internal
development and organic growth.  The demand for drug development
products and outsourced services is continuing to grow, and we are
expanding our facilities to accommodate our customers' needs.  Our
West Coast research model facility expansion, which is scheduled
to open in phases from late 2006 to mid-2007, will provide
additional production capacity and needed space for
preconditioning services.  In Preclinical Services, we opened a
large expansion in Montreal in early 2005 which is currently
operating near capacity.  In 2006, we will have additional
capacity coming on line in a number of our existing facilities
beginning with Edinburgh at the end of the first quarter, and
ending with a new state-of-the-art facility in Massachusetts late
in the fourth quarter.  Another new facility will open in Nevada
in mid-2007.  These investments in our physical plant will
significantly expand our preclinical capacity, positioning us to
support our clients as they increase their use of strategic
outsourced services.  Our discussions with pharmaceutical and
biotechnology clients confirm our belief that they will continue
to outsource, and I'm very pleased to say that in the fourth
quarter, we signed an amendment to an existing preferred provider
agreement with a large biotechnology client which provides for
additional services and dedicated space," he said.

                     Fourth-Quarter Actions

As the Company announced previously, a one-time, primarily non-
cash charge was recorded in the fourth quarter of 2005 for
impairment of fixed assets, intangible assets and lease
obligations and for severance costs related to headcount
reductions.  The charges related to the planned closure of
Preclinical Services Wisconsin, one of the Company's two
Interventional and Surgical Services facilities; exiting one floor
of the Company's Cary, North Carolina, Clinical Services facility;
and severance costs resulting from the Wisconsin closure and
headcount reductions in the Clinical Services and Research Models
and Services (RMS) businesses.  Also as previously announced, the
Company recorded a one time, non-cash charge for the accelerated
vesting of certain stock options.  The net after tax effect of the
fourth-quarter charges was $6.2 million, or $0.08 per diluted
share.

Also in the fourth quarter of 2005, the Company repatriated
$148.0 million of its accumulated income earned outside the United
States (U.S.) in a distribution that qualified for the reduced tax
rate under the American Jobs Creation Act of 2004.  At the time of
the Inveresk acquisition, and in anticipation of repatriating
Inveresk's pre-acquisition non-U.S. earnings, the Company recorded
a $41.0 million deferred tax liability using its regular U.S.
corporate tax rate of 35%.  During the fourth quarter of 2005,
the Company recognized a one-time net after-tax benefit of
$26.2 million, or $0.36 per diluted share; this benefit
incorporates the impact of the repatriation, a tax reorganization,
and the decision not to repatriate the remaining pre-acquisition
non-U.S. Inveresk earnings.  The Company decided not to repatriate
the remaining pre-acquisition non-U.S. Inveresk earnings due to
increased demand for cash outside the U.S. to fund expansion of
the Company's preclinical facilities and increased United Kingdom
pension funding requirements.

                    Stock Repurchase Program

As previously disclosed, Charles River presently has an
authorization to repurchase $100.0 million of its common stock.
The stock purchases will be made from time to time on the open
market, through block trades or otherwise in compliance with Rule
10b-18 of the federal securities laws.  Depending on market
conditions and other factors, these repurchases may be commenced
or suspended at any time or from time to time without prior
notice.  Funds for the repurchases are expected to come from cash
on hand or cash generated by operations.

As of December 31, 2005, the Company had repurchased 396,000
shares at a total cost of $17.5 million.  Through February 8,
2006, the Company purchased an additional 128,400 shares at a
total cost of $5.7 million.  There are currently no specific plans
for the shares that have been or may be purchased under the
program.  As of December 31, 2005, Charles River had approximately
72.4 million shares of common stock outstanding.

                          2006 Outlook

The Company reaffirmed its expectation that 2006 revenue growth
will be in a range of 7% to 9%, including a 1% negative effect
from foreign exchange.  The Company also reaffirmed its
expectation that GAAP earnings per diluted share for 2006, which
include the effect of the implementation on January 1, 2006, of
Statement of Financial Accounting Standards No. 123R (SFAS 123R),
"Share-Based Payment," are expected to be in a range of $1.95 to
$2.01. Non-GAAP earnings per diluted share are expected to be in a
range of $2.34 to $2.40, and when excluding the effect of SFAS
123R, 2006 non-GAAP earnings per diluted share are expected to be
in a range of $2.46 to $2.52, which is consistent with the
Company's previous guidance.

Charles River Laboratories International, Inc., sells pathogen-
free, fertilized chicken eggs to poultry vaccine makers.  It also
offers contract staffing, preclinical drug candidate testing, and
other drug development services.  It also markets research models
-- rats and mice bred for preclinical experiments, including
transgenic "knock out" mice -- to the pharmaceutical and biotech
industries.  It sells its products in more than 50 countries to
drug and biotech companies, hospitals, and government
entities.

                         *     *     *

Moody's Investors Service assigned Ba1 ratings to Charles River
Laboratories International, Inc.'s credit facilities on Sept. 14,
2004.  Specifically, Moody's assigned these ratings:

   * $150 Million Revolving Credit Facility -- Ba1
   * $400 Million Term Loan A -- Ba1
   * Senior Implied Rating -- Ba1
   * Senior Unsecured Issuer Rating -- Ba2
   * Speculative Grade Liquidity Rating -- SGL-1

and said the rating outlook was stable at that time.

Standard & Poor's Ratings Services assigned a BB+ corporate
credit rating to Charles River Laboratories International Inc. on
Feb. 27, 2003.  At the same time, Standard & Poor's placed a BB
senior unsecured debt rating on the company.  S&P said the outlook
is stable and has not reviewed those ratings in the past three
years.


CHC INDUSTRIES: Has Until February 17 to Object to Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended, until Feb. 17, 2006, CHC Industries, Inc.'s period to
object to claims.

The Debtor tells the Bankruptcy Court that it is still reviewing
claims filed and continues to discuss issues related to the
objections with the Official Committee of Unsecured Creditors.
The Debtor adds that the extension will ensure that that
objections have been filed to all disputed and contested claims.

The Debtor assures the Court that the extension will not prejudice
creditors and will not delay the payment to holders of allowed
claims.

                     Creditors Reject Plan

The Bankruptcy Court scheduled a confirmation hearing on Jan. 30,
2006, to consider approval of the CHC's chapter 11 plan.  It
appears that hearing didn't go forward.  A Ballot Tabulation
Report (Doc. 1602) shows that the Debtor didn't obtain the
requisite affirmative vote from its unsecured creditor
constituency.

Sec. 1126 of the Bankruptcy Code explains that a plan proponent
looks for the affirmative vote on account of 2/3 of the dollars
owed to unsecured creditors and 50% of the number of claims in the
unsecured class.  Unsecured CHC creditors cast ballots on account
of 15 claims totaling $697,418.95 in favor of the plan.  Creditors
holding 13 claims totaling $691,440.73 voted to reject the plan.

                  Third Amended Plan Appears

CHC Industries filed a Third Amended Plan of Reorganization on
Jan. 19, 2006 (Doc. 1592) and the Pension Benefit Guaranty
Corporation interposed a confirmation-related objection (Doc.
1597) on Jan. 20, 2006.

Headquartered in Palm Harbor, Florida, and formerly known as
Cleaners Hanger Company, CHC Industries, Inc., manufactures and
distributes steel wire coat hangers.  The Company filed for
chapter 11 protection on October 6, 2003 (Bankr. M.D. Fla. Case
No. 03-20775).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, PA, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $25,000,000 in total assets and $20,000,000
in total debts.


CHEMTURA CORP: Incurs $91.3 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Chemtura Corporation (NYSE: CEM) reported a loss from continuing
operations for the fourth quarter of 2005 of $91.3 million and
pro forma adjusted earnings from continuing operations of
$8.6 million.  The loss from continuing operations includes a
$36.2 million tax charge for one-time dividends received under the
Foreign Earnings Repatriation provisions of the American Jobs
Creation Act of 2004.  The loss from continuing operations before
income taxes was approximately $3.6 million lower due to lost
revenue and higher costs relating to a fire at the Company's
Geismar, LA facility.

Pro forma adjusted earnings from continuing operations for the
fourth quarter of 2005 exclude pre-tax charges of $17.2 million
for merger costs resulting from the merger with Great Lakes
Chemical Corporation on July 1, 2005, a $44.2 million loss on the
early extinguishment of debt, antitrust costs of $29.7 million,
$1.9 million for additional depreciation due to the change in the
useful life of certain assets at one of the Company's
manufacturing facilities, and offsetting pre-tax credits of
$1.6 million for facility closures, severance and related costs
and a $3.2 million gain from a previously divested business.

"The 2005 full year results reflect what we set out to do 24
months ago when the transformation of Crompton began.  We are much
stronger today as Chemtura than we were then," said Robert L.
Wood, president, chairman and chief executive officer.  "Following
the merger with Great Lakes at mid-year, we improved our
portfolio, strengthened our balance sheet, delivered merger
synergy savings, resolved numerous antitrust-related issues and
took significant steps to continue improving profitability.

"While revenue was flat year-over-year, pro forma adjusted
operating profit from continuing operations and pro forma adjusted
earnings per share from continuing operations both improved
dramatically," said Mr. Wood.

"Although full year results demonstrate broad improvement across
several segments, fourth quarter results reflect weak demand in
our non-flame retardants plastics additives businesses as well as
the carryover effects of higher manufacturing costs due to the
third quarter share loss in those businesses.  Flame retardants
and pool and spa exceeded our expectations in the fourth quarter
while Crop showed some weakness due to a drought-induced economic
downturn in Latin America.  We also incurred some costs on the
corporate line to make needed improvements to our human resources,
Sarbanes-Oxley and other processes.

"As 2006 progresses, our focus will continue to be on simplifying
our business model, stabilizing and strengthening our base
business and achieving greater commercial and operational
excellence.   We anticipate that 2006 will be another year of
strong earnings growth.  Despite expected raw material and energy
increases of more than $100 million, we estimate that pro forma
adjusted earnings in 2006 will be approximately 50% higher than
2005, with the improvement being heavily skewed towards the second
half of the year as we recover volume and solidify synergy
savings.  We expect 2006 first quarter earnings on a pro forma
adjusted basis will be approximately double what was achieved in
the 2005 fourth quarter," Mr. Wood concluded.

                     Fourth Quarter Results

Fourth quarter 2005 net sales of $876.1 million were
$301.8 million above the fourth quarter 2004 net sales of
$574.3 million.  The increase was primarily due to $367.2 million
in additional sales resulting from the merger, partially offset
by the exclusion of $54.7 million of sales due to the
deconsolidation of the Company's Polymer Processing Equipment
business in April 2005.  On a pro forma adjusted basis, after
giving effect to the merger, fourth quarter 2005 pro forma
adjusted sales were $108.9 million or 11 percent less than pro
forma adjusted fourth quarter 2004 sales of $985.1 million.  The
decrease was a result of 14 percent lower volume and a 6 percent
decrease from the deconsolidation of the Company's Polymer
Processing Equipment business unit, partially offset by a 9
percent increase in selling prices.

Operating profit for the fourth quarter of 2005 was $3.3 million
as compared with an operating loss of $90.3 million for the fourth
quarter of 2004.  On a non-GAAP basis, fourth quarter 2005 pro
forma adjusted operating profit of $48.4 million was $10 million
or 26% higher than fourth quarter 2004 pro forma adjusted
operating profit of $38.4 million.  As compared with prior year,
on a pro forma adjusted basis, fourth quarter price increases of
$87.2 million and cost savings of $26.4 million more than offset
raw material and energy cost increases of $33.6 million, lower
volumes of $38.8 million and $20.8 million of unfavorable
manufacturing costs resulting from lower production volumes.

The fourth quarter 2004 loss from continuing operations was
$57.0 million.  Pro forma adjusted earnings from continuing
operations for the fourth quarter of 2004 were $3.9 million.  Pro
forma adjusted earnings from continuing operations for 2004
exclude pre-tax charges of $19.0 million for facility closure,
severance and related costs, $96.9 million for antitrust costs,
$7.3 million for executive termination costs and $1.1 million
for costs related to a fire at the Company's Conyers, Georgia
facility, partially offset by a pre-tax divestment gain of
$2.0 million related to the sale of the Company's Gustafson joint
venture.

Reported income tax expense for the fourth quarter of 2005
reflects a $36.2 million tax charge for dividends received under
the Foreign Earnings Repatriation provisions of the American Jobs
Creation Act, and no tax benefit for $22.3 million of antitrust
costs.

                        Full Year Results

Net sales for the year ended December 31, 2005 were $2,986.6
million as compared with $2,285.2 million for the year ended
December 31, 2004.  The increase was primarily due to $781.0
million in additional sales resulting from the merger, partially
offset by the exclusion of $131.7 million of sales due to the
April 2005 deconsolidation of the Company's Polymer Processing
Equipment business.  For 2005, pro forma adjusted sales, after
giving effect to the merger, of $3,898.4 million compared with
$3,888.9 million of pro forma adjusted sales for 2004.  The
increase was due to an 11 percent increase in selling prices,
offset by 8 percent lower volume and a 3 percent decrease from the
deconsolidation of the Company's Polymer Processing Equipment
business unit.

Operating profit for the year ended December 31, 2005 was
$61.1 million as compared with an operating loss of $73.8 million
for the year ended December 31, 2004. On a non-GAAP basis, pro
forma adjusted operating profit for 2005 of $354.1 million was
$165.0 million or 87% higher than the $189.1 million of pro forma
adjusted operating profit for 2004.  As compared with prior year,
on a pro forma adjusted basis, price increases of $416.7 million
and cost savings of $94.4 million more than offset the effect of
raw material and energy cost increases of $226.6 million and lower
volumes of $78.8 million.

The loss from continuing operations for the year ended December
31, 2005 was $183.2 million, or $1.03 per share and pro forma
adjusted earnings from continuing operations were $143.6 million
or $0.60 per share.  Pro forma adjusted earnings from continuing
operations for 2005 excludes pre-tax charges of $45.2 million for
merger costs resulting from the merger, a $55.1 million loss on
the early extinguishment of debt, antitrust costs of $43 million,
facility closures, severance and related costs of $23.9 million,
direct expenses due to hurricanes Katrina and Rita of $4.6
million, $1.9 million depreciation due to the change in useful
life of certain assets at one the Company's manufacturing
facilities, and offsetting pre-tax credits of $7.2 million for net
insurance recoveries related to a fire at the Company's Conyers,
Georgia facility and a $3.2 million gain from a previously
divested business.

The loss from continuing operations for the year ended December
31, 2004, was $42.0 million or $0.37 per share. Pro forma adjusted
earnings from continuing operations for 2004 were $50.1 million or
$0.25 per share. Pro forma adjusted earnings from continuing
operations exclude pre-tax charges of $79.1 million for facility
closures, severance and related costs, $113.7 million for
antitrust costs, a $20.1 million loss on early extinguishment of
debt, $14.9 million of executive termination costs, $17 million of
costs related to a fire at the Company's Conyers, Georgia
facility, and depreciation of $15.7 million due to the change in
useful life of certain assets, partially offset by a pre-tax
divestment gain of $99.8 million primarily related to the sale of
the Company's Gustafson joint venture.

Pro forma adjusted operating profit, pro forma adjusted earnings
from continuing operations and pro forma adjusted earnings per
share from continuing operations are non-GAAP financial measures.
A reconciliation of the Company's operating profit (loss) to pro
forma adjusted operating profit and of the Company's earnings
(loss) from continuing operations to pro forma adjusted earnings
from continuing operations is set forth in the supplemental
disclosure attached to this press release.

Reported income tax expense for the year ended December 31, 2005,
reflects a $55.5 million tax charge for dividends received under
the Foreign Earnings Repatriation provisions of the American Jobs
Creation Act, and no tax benefit for $73.3 million of in-process
research and development related to the merger and $22.3 million
of antitrust costs.

Chemtura Corporation -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed the ratings of Chemtura
Corporation (Chemtura -- Corporate Family Rating of Ba1) and
changed the outlook on the company's ratings to negative from
stable.

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $375 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- Ba1

   * Senior Unsecured Notes, $260 million due 2023 and 2026 -- Ba1

   * Senior Unsecured Notes, $10 million due 2006 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

As reported in the Troubled Company Reporter on July 7, 2005,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.
(fka Crompton Corp.).  The ratings are removed from CreditWatch
with positive implications, where they were placed on March 9,
2005.  S&P said the outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's
recently completed acquisition of Great Lakes Chemical Corp. for
approximately $1.6 billion in common stock, plus the assumption of
debt.  The upgrades reflect an immediate strengthening of
Chemtura's business mix and cash flow protection and debt leverage
measures as a result of the equity-financed acquisition of a much
higher-rated company.


CHURCH & DWIGHT: Earns $122.9 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Church & Dwight Co., Inc. (NYSE:CHD) reported net income for the
year ended December 31, 2005, of $122.9 million an increase of 35%
over last year's $88.8 million.  Last year's results included
inventory step-up and debt refinancing charges of $0.30 per share
related to the acquisition of the 50% interest in Armkel which the
Company did not already own prior to May 28, 2004.

James R. Craigie, President and Chief Executive Officer,
commented, "We are satisfied with this year's earnings growth
which was achieved in a tough cost environment.  Although our
gross margin declined in 2005 after several years of steady
growth, with the aggressive pricing and other actions recently
taken, we expect to be able to achieve significant margin
improvement in 2006."

Fourth quarter net income was $16.2 million an increase of $0.07
per share from last year's net income of $11.9 million.  As
previously announced, this year's fourth quarter results included
charges of over $17 million related to the shutdown of a small
plant in Europe, restructuring activity at several other
locations, and hurricane-related costs; last year's results
included a $14.9 million charge related to the early redemption of
long-term debt.

Fourth quarter sales increased to $431.3 million, a $26.3 million
or 6.5% increase over last year's $405.0 million.  Excluding the
effect of foreign exchange fluctuations, promotion reserve
adjustments, and a minor acquisition, organic sales growth for the
quarter was also 6.5%.

At the product line level, fourth quarter household products sales
increased 7% due to strong growth for liquid laundry detergent and
pet products; and personal care sales increased 2% due to higher
sales for condoms and diagnostic kits, partially offset by lower
sales for toothpaste and antiperspirants. Consumer international
sales were 9% higher, led by growth in Canada, Mexico and Brazil.
Specialty products sales increased 8% due to growth in animal
nutrition and specialty chemicals.

At the brand level, sales of Arm & Hammer(R) and Xtra(R) liquid
laundry detergent, Arm & Hammer Super Scoop(R) cat litter,
Trojan(R) condoms and First Response(R) pregnancy kits were all
substantially higher than last year.

Full year reported sales of $1,736.5 million were 19% above last
year's sales of $1,462.1 million, which excluded Armkel sales
prior to its acquisition in May 2004.  On a comparable basis,
including sales for the former Armkel business in the first five
months of 2004 as well as the previously noted adjustments,
organic sales growth for the year was over 4%.

As expected, fourth quarter gross profit margin declined to 32.5%
compared to 38.7% in the previous year.  This year's results
included manufacturing charges of $11.5 million associated with
the plant shutdown in Europe and restructuring activity at several
other facilities.  In addition, the Company estimates that
hurricane damage to Gulf Coast supply facilities increased its
commodity costs by around $6 million during the quarter.
Excluding these items, fourth quarter gross profit margin would
have been about 36.6% or 210 basis points below last year,
primarily due to higher commodity costs.

For the full year, reported gross profit margin was 36.7%,
slightly above last year's margin of 36.5% which excluded Armkel
for five months.  On a combined basis, including the full year
benefit of Armkel and other affiliates in both years, the
Company's gross margin would have been 37.6%, a 190 basis point
reduction from the previous year.  The margin decline reflects
substantially higher commodity costs, particularly for oil-based
raw and packaging materials used in the household and specialty
products businesses, combined with the fourth quarter
manufacturing charges described above.  These cost increases were
partially offset by substantial cost improvements, as well as
price increases for about 20% of the Company's U.S. consumer
products which were implemented during late 2004 and 2005.

Fourth quarter operating profit of $31.9 million was $6.6 million
below last year, due to the gross margin reduction described
above, partially offset by the higher sales, and lower marketing
and selling, general and administrative expenses.

For the full year, reported operating profit of $212.8 million was
$41.0 million higher than the previous year's $171.8 million,
primarily due to the addition of the Armkel business for the
entire year.  On a combined basis, including the full year benefit
of Armkel and other affiliates in both years, operating profit
would have been $222.3 million, a $2.7 million or 1.2% increase
over last year, as the combination of higher sales and margin
improvement programs compensated for higher commodity costs.

Below the operating profit line, this year's fourth quarter Other
Expense includes a debt refinancing charge of $1.2 million. Last
year's results included acquisition-related debt refinancing
charges of $14.9 million in the quarter, and $22.9 million for the
full year.

The fourth quarter tax charge reflected the reversal of prior year
tax reserves of $1.4 million in 2005, and $1.6 million in the
previous year.  The full year tax benefit from reserve adjustments
was $7.4 million in 2005, and $4.6 million in 2004.

At year-end, the Company had total outstanding debt of
$756 million, and cash of $127 million, for a net debt position of
$629 million, an $84 million reduction from last year's net debt
of $713 million.  During the year, the Company invested about
$80 million in acquisitions, and received $15 million in proceeds
from the sale of two former manufacturing facilities.

Adjusted earnings before interest, taxes, depreciation and
amortization as defined in the Company's bank loan agreement which
excludes certain non-cash items, are approximately $289 million
for the year, as compared to $287 million for the previous year.

                        Outlook for 2006

The Company adopted FAS 123R relating to stock option expense,
effective January 1, 2006, on a prospective basis without
adjusting prior year results.  The incremental charge in 2006 is
expected to be about $0.08 per share.

Looking ahead, Mr. Craigie noted that the Company's objective is
to generate average annual earnings per share growth of 10-12% a
year on an organic basis.

With regard to the current year, he said, "For this year, based on
the timing of the price increases and new product marketing
initiatives, we do not expect to show any significant earnings
growth until the second half of 2006.  But we still foresee a
strong year overall, and feel comfortable with an earnings per
share goal of $1.93 per share, which is equivalent to $2.01 per
share before the stock option expense, or 10% above last year."

As previously reported, at its January 25 Board meeting, the
Company declared a quarterly dividend of 6 cents per share.  The
dividend will be payable March 1, 2006 to stockholders of record
at the close of business on February 6, 2006.  This is the
Company's 420th regular quarterly dividend.

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks.  In addition to
Arm & Hammer toothpaste, the Company's oral care portfolio
includes the Mentadent brand of toothpaste and toothbrushes, and
Close-up, Aim and Pepsodent toothpastes, all of which are sold
in the U.S. and Canada, and the Pearl Drops(R) brand of tooth
polish which is primarily sold in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2005,
Standard & Poor's Ratings Services raised Church & Dwight Co.
Inc.'s bank loan rating to 'BB+' from 'BB', its senior unsecured
debt rating to 'BB-' from 'B+', and its recovery rating to '1'
from '2'.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and 'B+' senior subordinated debt ratings on the Princeton,
New Jersey-based consumer products company.  About $650 million of
debt is affected by these actions.

As reported in the Troubled Company Reporter on, Dec. 10,
2004, Moody's Investors Service assigned a Ba3 rating to the
$175 million senior subordinated notes to be issued by Church &
Dwight, Inc.

Existing senior unsecured and senior subordinated debt ratings
have been upgraded by one notch, to Ba2 and Ba3, respectively.  In
addition, CHD's Ba2 senior implied and senior secured debt ratings
were affirmed and the ratings outlook was revised to positive from
stable.


CINCINNATI BELL: Equity Deficit Widens to $737.7M at December 31
----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) disclosed that for the fourth
quarter it recorded strong wireless and DSL subscriber growth,
improved access line performance and solid operational results.

Quarterly revenue of $305 million was up $5 million from the
fourth quarter of 2004. Net income was $13 million or 4 cents per
share.  Excluding the impact of a restructuring charge and a non-
cash impairment charge, net income was $20 million or 7 cents per
share.  The impairment reduces the net book value of Cincinnati
Bell's legacy TDMA wireless network to its fair market value of
less than $1 million and is the result of continuing successful
migration of customers to its GSM network.

"The past twelve months have been a period of dramatic
transformation for Cincinnati Bell," said Jack Cassidy, president
and chief executive officer.  "We succeeded in strengthening our
balance sheet by completing a major debt refinancing. We defended
and strengthened our core access line business with continued
success in bundling.  Furthermore, we delivered the best wireless
network and broadband value in Cincinnati and built subscriber
momentum that we expect to continue in 2006."

For the year ended December 31, 2005, Cincinnati Bell recorded
revenue of $1.2 billion, up $3 million from 2004.  Previously
reported special items, which are included in the attached
financial information, totaled $125 million and reduced net income
to a net loss for the year of $65 million or 30 cents per share.
Net income excluding the impact of these special items was
$61 million or 20 cents per share.

Performance Highlights

   -- growing wireless subscriber momentum resulted in quarterly
      net postpaid additions of 15,000, the best performance since
      the fourth quarter of 2001.  Net prepaid additions in the
      quarter totaled 9,000, more than double the fourth quarter
      of 2004.   Consistently better wireless network quality
      resulted in continued improvement in postpaid churn to 1.8
      percent, the fifth consecutive quarter of improvement.
      Subscriber migration to the GSM network continued with less
      than 10 percent of total subscriber minutes of use now
      occurring on the TDMA network;

   -- capping off a year of continued growth, quarterly DSL net
      additions were 9,000, a fourth quarter record and an
      increase of 13 percent from the same time a year ago.  Year-
      end DSL subscribers totaled 163,000, representing a gain of
      24 percent over the prior year.  DSL penetration of in-
      territory primary consumer access lines reached 26 percent,
      up from 19 percent a year ago.  Total in-territory access
      line DSL penetration increased 4 percentage points to 18
      percent.  Cincinnati Bell continues to have the highest DSL
      penetration among publicly traded local exchange carriers;

   -- reflecting its bundling success, the company's "Super
      Bundle" subscriber base surpassed 150,000, an increase of 22
      percent from a year ago and a 26 percent penetration of in-
      territory households;

   -- the extinguishment of Cincinnati Bell's 16 percent Notes
      improved free cash flow 1 by $9 million and reduced interest
      expense by $16 million in 2005;

   -- Cincinnati Bell met or exceeded its 2005 financial guidance.

                 Financial and Operations Review

"The year's performance reflects continued strong cash flow, which
enables us to both invest in new customer growth and reduce our
outstanding debt," said Brian Ross, chief financial officer.
"Cost savings associated with transforming the company's cost
structure and stronger contributions from our long distance, data
center, and DSL operations helped offset the impact of lower local
voice and wireless revenue."

Cincinnati Bell recorded improved revenue and adjusted EBITDA in
the fourth quarter.  Revenue totaled $305 million, up $5 million
from the fourth quarter of 2004.  Quarterly adjusted EBITDA was
$117 million, up $3 million on a sequential basis and down $1
million from a year ago.  In the quarter, the company benefited
from the reversal of a $7 million operating tax reserve.

For the year, total revenue of $1.2 billion exceeded company
guidance and represented an increase of 3 percent from 2004 after
adjusting for revenue associated with assets sold in 2004 and the
impact of reduced wireless roaming revenue due to the merger of
AT&T Wireless and Cingular.  Adjusted EBITDA of $476 million in
2005 is down $22 million from 2004.  The decline roughly equals
the $20 million increase in non-cash post-retirement medical and
pension expenses.

Quarterly free cash flow increased 18 percent from a year ago to
$61 million and free cash flow for the year of $152 million was
approximately unchanged from 2004 after normalizing for
refinancing activities. Capital expenditures in 2005 totaled
$143 million, or 12 percent of revenue, in line with company
guidance.

Cincinnati Bell, Inc. (NYSE: CBB) -- http://cincinnatibell.com/--
is parent to one of the nation's most respected and best
performing local exchange and wireless providers with a legacy of
unparalleled customer service excellence.  Cincinnati Bell
provides a wide range of telecommunications products and services
to residential and business customers in Ohio, Kentucky and
Indiana.  Cincinnati Bell is headquartered in Cincinnati, Ohio.

As of December 31, 2005, the Company's equity deficit widened to
$737.7 million from a $624.5 million deficit at December 31, 2004.


CITIZENS COMMS: Selling Electric Lightwave Unit for $247 Mil.
-------------------------------------------------------------
Citizens Communications  (NYSE:CZN) has entered into a definitive
agreement to sell its subsidiary Electric Lightwave to Integra
Telecom Holdings, Inc.  The total proceeds from the sale are
$247 million including $243 million in cash plus the assumption of
$4 million in capital leases, subject to customary adjustments.

The sale is expected to close during the third quarter of 2006 and
is subject to regulatory and other customary approvals as well as
the funding of Integra's fully committed financing.  The price
will result in a book pre-tax gain on sale of approximately
$130 million.

The expected use of net cash proceeds is for general corporate
purposes.

                    About Electric Lightwave

Electric Lightwave is a facilities-based integrated provider of
internet,  data,  voice and dedicated access services to
businesses and other carriers in the western United States.
Cities and surrounding areas served by ELI are: Boise, Idaho;
Portland, Oregon, Salt Lake City, Utah; Seattle, Washington;
Spokane, Washington; Phoenix, Arizona; and Sacramento, California.

                     About Integra Telecom

Integra Telecom Holdings, Inc., is a facilities-based integrated
communications provider that primarily serves small and mid-sized
companies located in the business centers of Minnesota, North
Dakota, Oregon, Utah and Washington.  Integra expects to close
2005 with $155 million in revenue and 280,000 lines in service.
Integra is a private company whose primary shareholders are Boston
Ventures, Bank of America Capital and Nautic Partners.  Integra's
financing commitments are being provided by Goldman Sachs
Specialty Lending Group and CIBC World Markets Corp.  The company
is headquartered in Portland, Oregon.

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

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Moody's said that Citizens Communications' announced sale of
Electric Lightwave to Integra Telecom, for $247 million, does not
significantly alter Citizens' credit profile.  With this
announcement, Moody's expects the company to receive between $220
million and $230 million in after-tax cash proceeds from the sale,
in the third quarter 2006.  Moody's believes that given the recent
history of Citizens' stock buy-back programs, the company is
likely to use the bulk of the additional cash to buy back stock,
and still repay the scheduled $228 million of maturing debt out of
operating cash flow.

These ratings remain:

   Issuer: Citizens Communications Company

      * Corporate family rating --Ba3

      * Senior unsecured revolving credit facility --Ba3

      * Senior unsecured notes, debentures, bonds -- Ba3

      * Multiple seniority shelf -- (P)Ba3 / (P)B2

           Outlook Stable

   Issuer: Citizens Utilities Trust

      * Preferred Stock (EPPICS) - B2

           Outlook Stable

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

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


COASTAL FINANCE: Moody's Pulls Junk Rating on $300MM Securities
---------------------------------------------------------------
Moody's Investors Service withdrew the Caa3 rating on $300 million
of the 8.375% Trust Originated Preferred Securities due 2038 of
Coastal Finance I, an indirect subsidiary of El Paso Corporation.
This rating action follows the redemption of these securities on
Feb. 8, 2006.

Outlook Actions:

   Issuer: Coastal Finance I

   * Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   Issuer: Coastal Finance I

   * Preferred Stock, Withdrawn, previously rated Caa3

El Paso Corporation is a diversified gas company, headquartered in
Houston, Texas.


COLEX IMAGING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Colex Imaging, Inc.
        347 Evelyn Street
        P.O. Box 1487
        Paramus, New Jersey 07652
        Tel: (201) 265-5670

Bankruptcy Case No.: 06-10988

Type of Business: The Debtor is a manufacturer of photographic
                  printing and processing equipment.  See
                  http://www.colex.com/

Chapter 11 Petition Date: February 13, 2006

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Ronald I. LeVine, Esq.
                  210 River Street, Suite 24
                  Hackensack, New Jersey 07601
                  Tel: (201) 489-7900

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

A full-text copy of the Debtor's 10-page list of its largest
unsecured creditors is available for free at
http://researcharchives.com/t/s?566


COLLINS & AIKMAN: Committee Has Until March 23 to Sue Lenders
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates and JP Morgan Chase Bank,
NA, in its capacity as Agent for the DIP Lenders and Prepetition
Agent for the Prepetition Secured Lenders, agree to further extend
the deadline for the Committee to file an adversary proceeding or
contested matter challenging stipulations and admissions contained
in the Final DIP Order, to March 23, 2006, solely with respect to:

     (a) stipulations and admissions relating to real property;
         and

     (b) any challenges arising from the alleged absence of a
         vote of the shareholders of Collins & Aikman Corporation
         authorizing it to enter into the transactions and grant
         the security interests described in the Stipulations and
         Admissions.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants Court to Bar Court Actions Vs. Non-Debtors
------------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
declare that the commencement or continued prosecution of
securities-related actions against the Non-Debtor directors and
officers during the pendency of the Chapter 11 Cases violates the
automatic stay imposed by Section 362(a)(1) of the Bankruptcy
Code.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, argues that if the
automatic stay is not extended to the Non-Debtor D&Os in the Court
Actions and any similar Securities-Related Claims, the Debtors
will suffer irreparable harm and potential impairment of their
ability to reorganize under Chapter 11.

If the Court Actions and any similar Securities-Related Claims
against the Non-Debtor D&Os are not automatically stayed, the
Debtors believe that the issuance of an injunction is appropriate
because it is necessary to protect the Debtors' ability to
reorganize in a timely and effective manner.

                        Court Actions

Between April and July 2005, certain individuals and entities
filed complaints against Collins & Aikman Corporation and its
debtor-affiliates and their former and current senior officers and
directors before the United States District Court for the Southern
District of New York, alleging violations of federal securities
laws or Michigan common law:

   (a) On April 13, 2005, Hanna Kleinpeter-Fleck filed a
       purported class action against the Debtors and three
       current and former senior officers and directors of the
       Debtors in the United States District Court for the
       Southern District of New York.  The class was purportedly
       filed on behalf of purchasers of the common stock of the
       Debtors between May 6, 2004, and March 17, 2005.

   (b) On May 23, 2005, K.J. Egleston filed a purported class
       action against four current and former senior officers and
       directors of the Debtors in the Southern District of New
       York.  The class was purportedly filed on behalf of
       purchasers of the common stock of the Debtors between
       May 15, 2003, and March 17, 2005.

   (c) On May 27, 2005, Morris Akerman filed a purported class
       action against the Debtors and three current and former
       senior officers and directors in the Southern District of
       New York.  The class was purportedly filed on behalf of
       purchasers of the common stock of the company between
       May 6, 2004, and March 17, 2005.

   (d) On June 2, 2005, Massimo Gariddi filed a purported class
       action against four current and former senior officers and
       directors in the Southern District of New York.  The class
       was purportedly filed on behalf of purchasers of the
       common stock of the company between May 15, 2003, and
       March 17, 2005.

   (e) On July 8, 2005, MacKay Shields LLC filed a state court
       action in the State of Michigan, Circuit Court of Wayne
       County against Heartland Industrial Partners, L.P.,
       Heartland Industrial Associates, L.L.C., and various
       former and current officers and directors of the Debtors
       and Heartland, including David A. Stockman, J. Michael
       Stepp, Timothy D. Leuliette, Daniel P. Tredwell, W. Gerald
       McConnell, Samuel Valenti, III, John A. Galante, Bryce M.
       Koth and Robert Krause.

A request to consolidate the Kleinpeter-Fleck, Egleston, Akerman,
and Gariddi Complaints and a request to appoint lead plaintiffs
for the purported class are currently pending before Judge
Mukasey in the Southern District of New York.  In addition, a
consolidated class action complaint was filed on behalf of
plaintiffs on January 13, 2006.

On November 9, 2005, the MacKay Shields Complaint was removed to
the United States District Court for the Eastern District of
Michigan, where a motion for remand is currently pending.

While the Court Actions focus primarily on the actions of former
officers and directors of the Debtors, the plaintiffs have sued
current directors as well.  Timothy Leuliette, Daniel Tredwell,
W. Gerald McConnell, and J. Michael Stepp, named defendants in
the Court Actions, are all current directors of the Debtors.
Messrs. Leuliette and Tredwell were appointed to the Board of
Directors on February 12, 2001, Mr. McConnell was appointed on
April 10, 2001, and Mr. Stepp was appointed on March 6, 2001.

The Court Actions also collectively name six former senior
directors and officers of the Debtors, including:

   -- Jerry Mosingo, former executive vice president of Global
      Manufacturing Operations, Plastics & Cockpit Systems,
      former C&A president and chief executive officer, and
      member of the Board of Directors;

   -- David Stockman, former chief executive officer and member
      of the Board of Directors;

   -- Bryce Koth, former senior vice president and chief
      financial officer, and member of the Board of Directors;

   -- Samuel Valenti, former member of the Board of Directors;

   -- John Galante, former Director of Strategic Planning, vice
      president, treasurer, and member of the Board of Directors;
      and

   -- Robert Krause, former senior vice president and member of
      the Board of Directors.

With the exception of Mr. Mosingo, who resigned in 2003, all of
the former officers and directors resigned in late 2004 or 2005,
with some as late as May 2005.

The Non-Debtor D&Os have been named as defendants either alone or
with the Debtors in the Court Actions alleging Securities-Related
Claims.  More specifically, the Kleinpeter-Fleck, Egleston,
Akerman, and Gariddi Complaints allege violations of Sections
10(b) and 20(a) of the Securities Exchange Act of 1934 in
connection with the purchase of the Debtors' common stock.  The
MacKay Shields Complaint alleges violations of common law fraud,
negligent and innocent misrepresentation, conversion and unlawful
use and receipt of funds, promissory estoppel, and vicarious
liability or aiding and abetting of alleged common law
violations, in connection with the purchase of $153 million face
amount of the Debtors' debt.

As a result of the automatic stay triggered by the Debtors'
bankruptcy filing, and in the absence of a declaration or
injunction prohibiting the prosecution of the Court Actions and
similar Securities-Related Claims against the Non-Debtor D&Os,
the Debtors believe that:

   (a) those claimants who have sued the Debtors and one or more
       of the Non-Debtor D&Os for Securities-Related Claims in
       the Court Actions will attempt to proceed with their
       litigation against the Non-Debtor D&Os, while staying the
       action with respect to the Debtors;

   (b) those claimants who have named one or more of the
       Non-Debtor D&Os as a defendant will attempt to proceed
       with their litigation against the Non-Debtor D&Os; and

   (c) future claimants will assert Securities-Related Claims
       against the Non-Debtor D&Os, but not the Debtors.

The Debtors note that the proposed lead plaintiff in the pending
Kleinpeter-Fleck, Egleston, Akerman and Gariddi actions has
indicated his intention, by letter to Judge Mukasey in the
Southern District of New York, to pursue the purported Court
Actions against the Non-Debtor D&Os despite the Debtors' Chapter
11 proceedings.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSUMERS TRUST: Brings-In Fraser Milner as Canadian Counsel
------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized The Consumers Trust to
employ Fraser Milner Casgrain LLP as its counsel in an ancillary
proceeding under the Canadian Companies' Arrangement Act.

As previously reported in the Troubled Company Reporter on
Dec. 15, 2005, Fraser Milner will coordinate ancillary proceedings
in Canada with the chapter 11 proceeding in the United States.
Other services will include responding to consumers, groups and
applications to be brought by Canadian consumers or other third
parties.

The firm's professionals' current hourly rates are:

       Designation            Billing Rate
       -----------            ------------
       Partners            CDN$300 to CDN$700
       Associates          CDN$150 to CDN$400
       Paralegals           CDN$75 to CDN$125

John R. Sandrelli, Esq., discloses that the firm received a
$128,400 retainer.

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

Headquartered in London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $1 million to $10 million in total assets and more than
$100 million in total debts.


COVALENCE SPECIALTY: Moody's Holds B3 Rating on $265 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service took ratings actions on the debt of
Covalence Specialty Materials Corporation in response to changes
made to the debt structure proposed at the time initial ratings
were assigned.  These actions include the assignment of a B2
rating to Covalence's $175 million second lien term loan, due
2013, and the withdrawal of the B2 rating previously assigned to
the proposed $200 million second lien floating rate notes, due
2013.  The proposed note issuance was terminated and the rating
has been withdrawn.

Ratings actions taken were:

   * Assigned B2 rating to the $175 million second lien term
     loan, due 2013, which has substantially the same covenants,
     terms and conditions as the now terminated proposed second
     lien floating rate notes;

   * Affirmed Ba3 rating of the $175 million first lien revolver,
     maturing in 6 years;

   * Affirmed Ba3 rating of the $350 million first lien term B
     loan, maturing in 7 years;

   * Affirmed B3 rating of the $265 million 10.25% senior
     subordinated notes, due 2016;

   * Affirmed B1 corporate family rating;

The ratings outlook remains stable.

No change to the SGL-2 Speculative Grade Liquidity Rating.

The ratings remain subject to the closing of the transactions and
Moody's review of final documentation.

The net $30 million decrease in total rated debt versus that
initially proposed represents a reduction in purchase price
because of working capital adjustments.

Covalence Specialty Materials Corporation, formerly Tyco Plastics
& Adhesives -- a division of Tyco International, Ltd., is
predominantly a North American manufacturer of polyethylene-based
plastic film, packaging products, bags, and sheeting in a wide
range of sizes, gauges, strengths, stretch capacities, clarities
and colors.  End markets include Industrial, Building Products,
Specialty/Custom, Institutional, Retail, and Flexible Packaging.
Annual consolidated net revenue is approximately $1.7 billion. The
company is headquartered in Princeton, New Jersey.


COVENTRY HEALTH: Earns $126.4 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Coventry Health Care, Inc. (NYSE: CVH), reported operating results
for the quarter ended December 31, 2005.  Operating revenues
totaled $1.72 billion for the quarter, a 24.2% increase over the
fourth quarter of 2004.  Before a $6.7 million non-recurring,
after-tax loss in Louisiana operations due to Hurricane Katrina,
net earnings were $133.1 million, a 45.0% increase over net
earnings for the fourth quarter of 2004.

For the twelve months ended December 31, 2005, total revenues
were $6.61 billion, a 24.5% increase over 2004.  Fourth quarter
and full year 2005 GAAP net earnings including the Katrina non-
recurring loss were $126.4 million and $501.6 million,
respectively.

"I am pleased to report a strong finish for 2005 with 20+% growth
in both revenue and EPS," said Dale B. Wolf, chief executive
officer of Coventry.  "In 2005, our focus was on sound health plan
performance, realization of the strategic and financial benefits
of the First Health transaction, and successful preparation for
Medicare Part D. Today, the expanded platform of our company is
well positioned to seize on opportunities for the future."

Consolidated Full Year 2005 Financial Highlights

   -- Revenues up 24.5% over the prior year;

   -- GAAP diluted EPS up 25.0% over the prior year;

   -- Operating Margin of 12.0% for 2005, up 260 basis points from
      9.4% in 2004;

   -- Cash flow from operations of $804.5 million for 2005
      representing 160% of net income; and

   -- Debt to Capital Ratio of 23.2% as of December 31, 2005;

               Consolidated 2006 Guidance Details

Q1 2006 Guidance

   -- Total revenues of $1.84 billion to $1.90 billion/

2006 Full Year Guidance

   -- Health plan membership growth of 1.0% to 3.0%;

   -- Part D membership of 600,000 to 800,000 at year-end;

   -- Risk revenues of $6.775 billion to $6.925 billion, including
      $500.0 million to $700.0 million of Part D revenue;

   -- Management services revenues of $925.0 million to
      $975.0 million;

   -- Medical loss ratio (MLR%) of 80.2% to 80.6% of risk
      revenues;

   -- Selling, general, and administrative expenses (SG&A) of
      $1.29 billion to $1.33 billion, including expenses for FAS
      123R and Medicare Part D;

   -- Depreciation and amortization expense of $95.0 million to
      $105.0 million;

   -- Investment income of $71.0 million to $78.0 million;

   -- Interest expense of $49.0 million to $53.0 million; and

   -- Tax Rate of 37.25% to 37.75%.

Coventry Health Care -- http://www.coventryhealth.com/-- is a
managed health care company based in Bethesda, Maryland operating
health plans and insurance companies under the names Coventry
Health Care, Coventry Health and Life, Altius Health Plans,
Carelink Health Plans, Group Health Plan, HealthAmerica,
HealthAssurance, HealthCare USA, OmniCare, PersonalCare,
SouthCare, Southern Health and WellPath.  Coventry provides a full
range of managed care products and services, including HMO, PPO,
POS, Medicare+Choice, Medicaid, and Network Rental to 3.1 million
members in a broad cross section of employer and government-funded
groups in 15 markets throughout the Midwest, Mid-Atlantic and
Southeast United States.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service affirmed Coventry Health Care, Inc.'s
ratings (senior unsecured rating at Ba1) and moved the outlook
back to stable from negative.

Ratings affirmed with a stable outlook:

  Coventry Health Care, Inc.:

     * senior unsecured debt rating at Ba1
     * corporate family rating at Ba1

  HealthAssurance Pennsylvania Inc:

     * insurance financial strength rating at Baa1

  HealthAmerica Pennsylvania Inc.:

     * insurance financial strength rating at Baa1

  Group Health Plan Inc.:

     * insurance financial strength rating at Baa1

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Fitch Ratings assigned a 'BB' rating to Coventry Health Care
Inc.'s issuance of $500 million of senior unsecured notes and
$450 million credit facility.  Concurrently, Fitch has affirmed
the company's existing debt and long-term issuer rating of 'BB'
and removed it from Rating Watch Negative.  The Rating Outlook is
Stable.


CYBERCARE INC: Wants Marshall & Stevens as Valuation Experts
------------------------------------------------------------
Cybercare, Inc., and Cybercare Technologies, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida for authority
to employ Marshall & Stevens as their appraisal and financial
valuation experts.

Marshall & Stevens will appraise and value the Debtor's assets in
order to:

   a) determine the secured status of certain creditors holding
      judgment liens and consensual liens against estate property;
      and

   b) establish the liquidation value of the Debtors' assets to
      satisfy the "best interest of creditors" test and in order
      to make proper disclosure to creditors.

The Debtors disclose that they intend to propose a plan that
provides for their merger into Cast-Crete Corporation, a privately
held manufacturing company, with CyberCare being the surviving
entity.  In order to have the proper allocation of the shares of
stock of the surviving entity to the respective interest in the
merged entity, the Debtor relates they need to know the value of
their tangible and intangible assets.

Jerry Monarch, Regional Vice-President of Marshall & Stevens,
tells the Court that the Firm will bill $60,000 for the engagement
and wants a $30,000 retainer.

Mr. Monarch assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or to the estates.

Marshall & Stevens -- http://www.marshall-stevens.com/-- is a
national valuation firm established in 1932.  Marshall & Stevens
provides appraisal and valuation services to middle-market and
Fortune 1000 companies on a national basis.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$5,058,955 in assets and $26,987,138 in debts.


CYBERCARE INC: Wants Baum & Baum as Special Collection Counsel
--------------------------------------------------------------
CyberCare, Inc., and CyberCare Technologies, Inc., sought and
obtained permission from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Baum & Baum, Associates, P.A., as
their special collection counsel.

Baum & Baum will provide the Debtors advice and services related
to the collection of amounts owed to them in closed bankruptcy
cases.

Brian Baum, Esq., at Baum & Baum, tells the Court that under a
Contingency Fee Agreement with the Debtors, the Firm will receive
15% of the total amount recovered as payment for the Firm's
services.

Mr. Baum assures the Court that the Firm does not represent or
hold any interest adverse to either of the Debtors or to their
estates.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$5,058,955 in assets and $26,987,138 in debts.


DATICON INC: Moves to Extend Cash Collateral Use Until Feb. 17
--------------------------------------------------------------
Daticon, Inc., asks the U.S. Bankruptcy Court for the District of
Connecticut for permission to access CapitalSource Finance LLC's
cash collateral through Feb. 17, 2006.

As reported in the Troubled Company Reporter on Jan. 25, 2006, the
Debtor's obligation to CapitalSource stems from a Revolving
Credit, Term Loan and Security Agreement dated Sept. 5, 2003.  The
Agreement has been amended twice, on Nov. 24, 2004, and Jan. 3,
2006.  As of the petition date, the Debtor owed CapitalSource
$15,430,398 in principal, $91,038 in accrued interest, $1,334,734
in accrued fees, plus other fees and expenses.

CapitalSource holds liens on substantially all of the Debtor's
assets, including cash, accounts receivable, inventory, machinery,
equipment, furniture and fixtures, and general intangible assets.

The Debtor tells the Bankruptcy Court that its authority to use
cash collateral terminated on Feb. 2, 2006.  The Debtor relates it
was unable to reach an agreement with CapitalSource regarding the
final order approving the use of the cash collateral and pursuant
to the Interim DIP order, CapitalSource will not lend any
additional amounts to the Debtor.

The Debtor contends that the continued use of the cash collateral
is necessary for its continued operation.  Failure to maintain the
Debtor's operations, Ms. Kinsella argues, will destroy the
Debtor's going concern value and impede the sale of its assets.

To operate and to preserve its going concern value, the Debtor
seeks the Court's authority to use cash collateral until Feb. 17,
2006.

In addition, the Debtor asks for a 10% variance from any line item
on the Budget and to vary from the Budget by amounts in excess of
10% upon the consent of the Lender.

To provide CapitalSource with adequate protection required under
Section 363 of the U.S. Bankruptcy Code for any diminution in the
value of its collateral, the Debtor will grant CapitalSource a
replacement lien to the same extent, validity and priority as its
prepetition liens.

                    Access to Lockbox

The Debtor also seeks to modify the Court's Lockbox Order to
provide that the Secured Creditor will immediately turnover to the
Debtor any funds received in the Lockbox from Feb. 2, 2006, and to
further allow the Debtor access to any and all funds received from
Feb. 2, 2006 forward.

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


DATICON INC: Moves to Assume and Assign 112 Leases and Contracts
----------------------------------------------------------------
Daticon, Inc., asks the U.S. Bankruptcy Court for the District of
Connecticut in New Haven for authority to assume and assign 112
leases and contracts with cure amounts aggregating $132,000.

A list of the 112 leases and contracts is available for free at
http://researcharchives.com/t/s?517

As reported in the Troubled Company Reporter on Jan. 27, 2006,
the Debtor entered into an Asset Purchase Agreement dated Jan. 12,
2006, with Xiotech Corporation, the stalking horse bidder, for
the sale of substantially all of its assets.  Xiotech will pay
$18 million if the sale closes this week; less if the closing is
delayed.

The Debtor then sought the Court's authority to sell all of those
assets free and clear of liens, claims, interests and
encumbrances and approve the bidding procedures and break-up fee.

The Asset Purchase Agreement provides that the Proposed Purchaser
may add or delete contracts and leases to be assumed and assigned
up until the Closing Date in the Asset Purchase Agreement.

Pursuant to the terms of the Sale, the Proposed Purchaser and the
Debtor seek to assume and assign to the Proposed Purchaser the
leases and contracts.  The Proposed Purchaser will promptly pay
the cure amounts following assumption of the leases and contracts.

Additionally, Qualified Bidders can submit bids to purchase the
Assets, which bids may identify some or all of the executory
contracts and leases.

The leases and contracts will be assigned to the Proposed
Purchaser or to the Successful Bidder pursuant to the terms of the
Asset Purchase Agreement.

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


DEAN FOODS: Earns $70.7 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Dean Foods Company (NYSE: DF) reported that net income
from continuing operations for the fourth quarter totaled
$70.7 million, compared with $85.2 million in the prior year
fourth quarter.

Adjusted net income for the fourth quarter was $78.0 million
compared with adjusted net income of $84.8 million in the fourth
quarter of 2004, a decrease of 8%.

"In light of the challenges caused by two major hurricanes and the
resulting dislocation of energy and packaging costs, the Dairy
Group and WhiteWave businesses both turned in solid performances
in the fourth quarter and we are entering 2006 with positive
momentum," said Gregg Engles, chairman and chief executive
officer.  "During the quarter, our Dairy Group grew fluid milk
volumes by 1.4%.  WhiteWave Foods posted strong sales growth of
10% and achieved significant milestones toward the consolidation
and integration of its businesses.  The combination of our Dairy
Group's momentum and the strong sales trends and operational
improvements at WhiteWave make us optimistic as we enter the new
year."

Net sales for the fourth quarter totaled $2.7 billion, an increase
of 4% over the fourth quarter of 2004, due to strong sales growth
at the Dairy Group and WhiteWave Foods.

Consolidated operating income from continuing operations in the
fourth quarter totaled $160.0 million versus $177.4 million in the
fourth quarter of 2004.  Operating margin for the fourth quarter
was 5.94%, as compared to 6.85% in the fourth quarter of the
prior year.  Adjusted fourth quarter operating income totaled
$171.9 million, a decrease of 3% from $176.9 million in the fourth
quarter of 2004.  The adjusted fourth quarter operating margin was
6.38%, down 45 basis points versus the fourth quarter of the prior
year.

Long-term debt at December 31, 2005 was approximately
$3.4 billion, including $108 million due within one year that is
reported as part of current liabilities.  At the end of the year,
approximately $630 million of the Company's senior credit facility
was available for future borrowings.

                        Outlook for 2006

"Consistent with our previous guidance for 2006, we are expecting
consolidated net sales of approximately $10.5 billion," said Mr.
Engles.  "Because the dilution from accelerated vesting of
restricted stock offsets the accretion from our fourth quarter
stock buyback, we are reiterating our 2006 earnings guidance of
$2.20 to $2.25 per share before stock option expense.  Deducting
stock option expense of approximately $0.10 per share results in
earnings per share guidance of $2.10 to $2.15, following adoption
of FAS 123-R.  This represents growth of 15% to 18% over restated
2005 earnings of $1.82 per share restated for the adoption of FAS
123-R."

The Company expects to report adjusted earnings per share between
$0.39 and $0.41 in the first quarter of 2006, or 5% to 11% over
the $0.37 reported in the first quarter of 2005 on a comparable
basis.  The Company's earnings guidance excludes the impact of any
facility closing and reorganization costs and non-recurring or
one-time gains or losses that may occur in 2006.

            Results For Year Ended December 31, 2005

For the year ended December 31, 2005, the Company's net sales
increased 5% to $10.5 billion, compared with $10.0 billion in
2004.  Sales growth was due primarily to strong volume growth in
the Dairy Group, which was somewhat offset by the passthrough of
lower overall dairy commodity costs, and continued strong sales
trends at WhiteWave Foods.

Operating income from continuing operations for the year ended
December 31, 2005 totaled $607.1 million versus $587.4 million in
2004.  Adjusted operating income for 2005 totaled $648.8 million,
an increase of 7% over adjusted operating income of $606.1 million
in the prior year.  Adjusted operating margins for the year were
6.18%, versus 6.04% in 2004.

Net income from continuing operations for 2005 totaled
$272.5 million, compared with $239.2 million reported in 2004.
Diluted earnings per share from continuing operations for the year
ended December 31, 2005 totaled $1.78, compared with $1.49 in
2004.

Adjusted net income for the year totaled $298.4 million, an
increase of 10% over $271.5 million in 2004.  Adjusted diluted
earnings per share for 2005 were $1.94, an increase of 15% over
the $1.69 reported in the prior year.

Dean Foods Company is reportedly one of the leading food and
beverage companies in the United States.  Its Dairy Group division
is the largest processor and distributor of milk and other dairy
products in the country, with products sold under more than 50
familiar local and regional brands and a wide array of private
labels.  The Company's WhiteWave Foods subsidiary is the nation's
leading organic foods company.  WhiteWave Foods markets and sells
a variety of well-known dairy and dairy-related products, such as
Silk(R) soymilk, Horizon Organic(R) dairy products and juices,
International Delight(R) coffee creamers and LAND O'LAKESr
creamers and cultured products.  Dean Foods Company also owns the
fourth largest dairy processor in Spain and the leading brand of
organic dairy products in the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2005,
Standard & Poor's Ratings Services assigned a preliminary 'BB-'
senior unsecured debt rating on Dean Foods Co.'s Rule 415 shelf
registration of debt securities.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on Dean Foods and Dean Holding Co.
S&P said the outlook is stable.


DOBSON COMMS: Registers $160MM of Senior Convertible Debentures
---------------------------------------------------------------
Dobson Communications Corporation filed a Prospectus with
the Securities and Exchange Commission for the resale of
$160.0 million aggregate principal amount of its 1.50% Senior
Convertible Debentures due 2025.

The Company issued $150.0 million of the debentures in a private
offering in September 2005.  On October 13, 2005, the initial
purchasers of the Debentures exercised an option to purchase an
additional $10.0 million aggregate principal amount of Debentures
in a private offering.

The Debentures will be convertible, at the holders' option, into
shares of the Company's Class A common stock initially at a
conversion rate of 97.0685 shares per $1,000 principal amount of
the Debentures (equivalent to an initial conversion price of
approximately $10.30 per share), subject to adjustment.

Upon conversion, the Company will have the right to deliver shares
of its Class A common stock, cash or a combination of cash and
Class A common shares.

The Debentures will bear interest at a rate of 1.50% per year,
payable on April 1 and October 1 of each year, commencing April 1,
2006.  The Debentures mature on October 1, 2025.

The Company may redeem some or all of the Debentures on or after
October 1, 2010, for cash at a redemption price equal to 100% of
the principal amount of Debentures redeemed.  Holders may require
the Company to repurchase all or a portion of the Debentures on
October 1, 2010, October 1, 2015 and October 1, 2020 at a cash
repurchase price equal to 100% of the principal amount plus
accrued and unpaid interest (including additional interest, if
any).  In addition, holders may require the Company to repurchase
all or a portion of the Debentures upon a fundamental change at a
cash repurchase price equal to 100% of the principal amount plus
accrued and unpaid interest (including additional interest, if
any).

The Debentures will be the Company's senior unsecured obligations.
As of September 30, 2005, on an as adjusted basis to give effect
to the recent refinancing and the Company's August 23, 2005, and
October 4, 2005 exchange offers, the Company and its subsidiaries
had approximately $2.6 billion of senior indebtedness outstanding,
of which approximately $825.0 million was secured indebtedness.

The Company's Class A common stock is listed on The Nasdaq
National Market under the symbol "DCEL."

The Company does not intend to apply for listing of the Debentures
on any securities exchange or for inclusion of the Debentures in
any automated quotation system.  The Debentures originally issued
in the private offerings are eligible for trading on The PORTAL
Market of the National Association of Securities Dealers, Inc.
However, the Debentures sold pursuant to this prospectus will no
longer be eligible for trading in The PORTAL Market.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?551

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

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DOBSON COMMS: Exchanging $150M Senior Notes for Registered Bonds
----------------------------------------------------------------
Dobson Communications Corp. is offering to exchange up to
$150 million aggregate principal amount of its outstanding
Senior Floating Rate Notes, issued in a private offering on
Sept. 13, 2005, in exchange for new notes with materially
identical terms that have been registered under the Securities Act
of 1933, and are generally freely tradable.

The company will not receive any cash proceeds from the exchange
offer.

                 Brief Description of the Notes

The Notes will be:

   -- the Company's unsecured, general obligations;

   -- senior in right of payment to any of the Company's existing
      and future Indebtedness that is expressly subordinated to
      the Notes;

   -- equal in right of payment to any of the Company's existing
      and future senior Indebtedness; and

   -- effectively subordinated in right of payment to any of the
      Company's existing or future secured Indebtedness to the
      extent of the value of the collateral securing such
      Indebtedness and any existing and future liabilities and
      obligations of its subsidiaries.

There is no established trading market for the exchange notes or
the original notes.  The Company does not intend to apply for
listing of the exchange notes on any securities exchange.

As of Sept. 30, 2005, the Company's restricted subsidiaries had
$825.0 million of indebtedness, consisting of notes, together with
$75.0 million of unused secured revolving credit availability.
The Company's unrestricted subsidiaries had
$914.5 million of indebtedness at Sept. 20, 2005.

As of Sept. 30, 2005, the Company had $729.7 million of senior
indebtedness and is a guarantor of Dobson Cellular's senior
indebtedness, which is secured by a pledge of the capital stock of
Dobson Operating Co., LLC.

As of Sept. 30, 2005, the Company had $164.1 million aggregate
outstanding liquidation preference of preferred stock, all of
which is subordinated to the Notes and $33.0 million of which is
mandatorily redeemable prior to the maturity of the Notes.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?552

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

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DUO DAIRY: Ch. 7 Trustee Hires Hristopoulos & Co. as Accountant
---------------------------------------------------------------
Dennis W. King, the chapter 7 Trustee overseeing the liquidation
of Duo Dairy, Ltd., LLP, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Colorado to employ
Tryfon Hristopoulos, Esq., of Hristopoulos & Company, P.C., as his
accountant.

Mr. Hristopoulos is expected to:

   a) advise and consult with the Trustee regarding tax and
      accounting matters, tax statutory and regulatory
      requirements related to this estate, and such other
      accounting and tax matters that may arise during the
      administration of the estate;

   b) prepare tax returns that may be required during the
      administration of the estate, including, but not limited to,
      federal and state income tax returns, and other final
      federal, state and local tax returns for the debtor;

   c) investigate and support the Trustee and his attorneys in the
      investigation, discover and prosecution of any preferences,
      fraudulent transfer, and other accounting related
      assistance; and

   d) review accounting records of the debtor for such purposes as
      may be appropriate in assisting the Trustee in his duties
      during the administration of this case.

Mr. King proposes to pay the Firm at $125 per hour for services
rendered, plus out-of-pocket expenses.

Mr. Hristopoulos discloses that his Firm does not hold or
represent an interest adverse to the Trustee or the estate.

Headquartered in Loveland, Colorado, Duo Dairy, LTD., LLP, filed
for chapter 11 protection on March 12, 2004 (Bankr. D. Colo. Case
No. 04-14827).  The case was converted to chapter 7 on October 27,
2004, and Dennis W. King was appointed as the Chapter 7 Trustee to
oversee the company's liquidation.  Douglas C. Pearce II, Esq., at
Connolly, Rosania & Lofstedt, PC, represents the Chapter 7
Trustee.  Jeffrey A. Weinman, Esq., and William A. Richey, Esq.,
at Weinman & Associates, P.C., represent the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets of $50 Million and estimated debts of $50 million.


DURA AUTOMOTIVE: Weak Performance Cues Moody's to Hold B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dura Operating
Corp., its direct parent Dura Automotive Systems, Inc., and Dura
Automotive Systems Capital Trust. Dura Automotive's Corporate
Family rating has been affirmed at B3.  Dura Operating Corp.'s
senior secured second lien ratings were affirmed at B3; senior
unsecured at Caa1; and senior subordinated at Caa2.  Dura
Automotive Systems Capital Trust's preferred securities were
affirmed at Caa3.

The ratings reflect the company's continuing weak operating
results, high leverage and resulting weak credit metrics. Driving
this performance are the continuing issues of customer
concentrations, an unfavorable product platform mix, and rising
raw material costs.

The difficult operating environment for auto part suppliers is
expected to continue into 2006 and market share losses at certain
of Dura Automotive's largest customers are not likely to be
reversed.  Dura Automotive is further constrained by its
concentration on certain platforms which are experiencing lower
volumes.  Negotiated price reductions with customers will continue
to impact the overall automotive supplier sector.  The speculative
grade liquidity rating was lowered to SGL-3 from
SGL-2.  The SGL-3 rating represents adequate liquidity over the
next twelve months.  The outlook is negative.

Ratings affirmed:

   Issuer: Dura Automotive Systems, Inc.

   * Corporate Family of B3

   Issuer: Dura Operating Corp.

   * $150 million guaranteed senior secured second-lien term loan
     due April 2011 of B3

   * $400 million of 8.625% guaranteed senior unsecured notes due
     April 2012 of Caa1;

   * $456 million of 9% guaranteed senior subordinated notes due
     May 2009 of Caa2;

   * EUR100 million of 9% guaranteed senior subordinated notes
     due May 2009 of Caa2.

   Issuer: Dura Automotive Systems Capital Trust

   * $55.25 million of 7.5% convertible trust preferred
     securities due 2028 of Caa3;

   * Dura Automotive's $175 million guaranteed senior secured
     first-lien asset-based revolving credit is not rated.

Ratings lowered:

   * Dura Automotive's Speculative Grade Liquidity Rating to
     SGL-3 from SGL-2

The last rating action was Sept. 26, 2005 when ratings were
lowered.

With respect to Dura Automotive's B3 Corporate Family rating, weak
credit metrics heavily burden the weighted factors considered
under Moody's automotive supplier rating methodology. The company
benefits from geographic diversification and somewhat from the
product diversity added by the recreational vehicle business.  It
has also maintained an adequate liquidity profile. However,
moderate sales growth, declining margins, weak interest coverage,
and variable cash flow performance experienced over the recent
past solidify the company's rating category.

For the fiscal year ending Dec. 31, 2005, Dura Automotive's
debt/EBITDA has increased to approximately 7.0x. EBIT/Interest was
approximately 0.9x. Free cash flow was approximately negative $60
million.  At Dec. 31, 2005 the company had approximately
$227million in liquidity consisting of cash of $102 million and
$125 million of availability under its asset based revolver.

The negative outlook reflects Moody's concern that Dura
Automotive's credit metrics will remain under pressure despite
implementation of the announced restructuring plan.  In addition,
given the scope of the announced restructuring, the company faces
the execution risk of closing facilities and moving production.
Because the announced restructuring will directly affect
approximately 50% of Dura Automotive's worldwide operations, the
company will be challenged to successfully implement the
restructuring while continuing to meet customer demands in what
remains a highly stressed industry environment.  While the
company's recreational vehicle segment diversifies the sales
somewhat, recent volume growth includes unexpected sales volumes
related to FEMA hurricane relief programs which are not likely to
recur.

Dura Automotive's recently announced restructuring plan is
designed to reduce operating costs by moving production to lower
cost countries and by optimizing the company's purchasing function
through consolidation and greater outsourcing.  These actions
continue the restructuring efforts initiated in recent years on a
much larger scale and reflect customer requirements. Management
expects restructuring charges of approximately $100 million over
the next two years.  A significant portion of the restructuring
costs will be of a cash nature, and are related to severance,
facility closures, and the movement of 2,000 positions to lower
cost locations.  While the restructuring will be implemented over
the next two years, the full financial benefits of the plan are
not expected to be realized until 2008.  Timely execution of the
restructuring plan is critical as the company faces the maturity
of approximate $525 million of senior subordinated notes in May of
2009.  Successful implementation of the restructuring would
enhance the company's financial performance and facilitate
refinancing of this debt.

Dura Automotive's speculative grade liquidity rating was lowered
to SGL-3 reflecting adequate liquidity over the next twelve
months.  Dura Automotive's liquidity position includes an
expectation of negative free cash flow after capital expenditures
and restructuring spending in fiscal 2006.  At Dec. 31, 2005, the
company had approximately $227 million in liquidity consisting of
cash of $102 million cash on hand and $125 million of availability
under its asset based revolver.  The revolving credit facility is
subject to borrowing base limitations monitored on a monthly
basis.  Currently there are no financial covenant ratio
requirements since the combination of balance sheet cash and
excess revolver availability is above the $35 million threshold.

Factors that could result in lower ratings include: EBITDA margins
falling below 6%, EBIT margins falling below 2%, continued
negative free cash flow generation, weakening liquidity or further
deterioration in EBIT/interest coverage.

Factors that could lead to higher ratings include: EBIT margins
sustained at a minimum of 7-8%, Debt/EBITDA falling below 6.0x,
EBIT/Interest expense increasing above 1.3x, sustaining positive
free cash flow, and an improved liquidity profile.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including driver control systems,
structural door modules, glass systems, seating control systems,
exterior trim systems, and mobile products.  Annual revenues
approximate $2.3 billion.


DURA OPERATING: Moody's Holds Junk Ratings on $856 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Dura Operating
Corp., its direct parent Dura Automotive Systems, Inc., and Dura
Automotive Systems Capital Trust. Dura Automotive's Corporate
Family rating has been affirmed at B3.  Dura Operating Corp.'s
senior secured second lien ratings were affirmed at B3; senior
unsecured at Caa1; and senior subordinated at Caa2.  Dura
Automotive Systems Capital Trust's preferred securities were
affirmed at Caa3.

The ratings reflect the company's continuing weak operating
results, high leverage and resulting weak credit metrics. Driving
this performance are the continuing issues of customer
concentrations, an unfavorable product platform mix, and rising
raw material costs.

The difficult operating environment for auto part suppliers is
expected to continue into 2006 and market share losses at certain
of Dura Automotive's largest customers are not likely to be
reversed.  Dura Automotive is further constrained by its
concentration on certain platforms which are experiencing lower
volumes.  Negotiated price reductions with customers will continue
to impact the overall automotive supplier sector.  The speculative
grade liquidity rating was lowered to SGL-3 from
SGL-2.  The SGL-3 rating represents adequate liquidity over the
next twelve months.  The outlook is negative.

Ratings affirmed:

   Issuer: Dura Automotive Systems, Inc.

   * Corporate Family of B3

   Issuer: Dura Operating Corp.

   * $150 million guaranteed senior secured second-lien term loan
     due April 2011 of B3

   * $400 million of 8.625% guaranteed senior unsecured notes due
     April 2012 of Caa1;

   * $456 million of 9% guaranteed senior subordinated notes due
     May 2009 of Caa2;

   * EUR100 million of 9% guaranteed senior subordinated notes
     due May 2009 of Caa2.

   Issuer: Dura Automotive Systems Capital Trust

   * $55.25 million of 7.5% convertible trust preferred
     securities due 2028 of Caa3;

   * Dura Automotive's $175 million guaranteed senior secured
     first-lien asset-based revolving credit is not rated.

Ratings lowered:

   * Dura Automotive's Speculative Grade Liquidity Rating to
     SGL-3 from SGL-2

The last rating action was Sept. 26, 2005 when ratings were
lowered.

With respect to Dura Automotive's B3 Corporate Family rating, weak
credit metrics heavily burden the weighted factors considered
under Moody's automotive supplier rating methodology. The company
benefits from geographic diversification and somewhat from the
product diversity added by the recreational vehicle business.  It
has also maintained an adequate liquidity profile. However,
moderate sales growth, declining margins, weak interest coverage,
and variable cash flow performance experienced over the recent
past solidify the company's rating category.

For the fiscal year ending Dec. 31, 2005, Dura Automotive's
debt/EBITDA has increased to approximately 7.0x. EBIT/Interest was
approximately 0.9x. Free cash flow was approximately negative $60
million.  At Dec. 31, 2005 the company had approximately
$227million in liquidity consisting of cash of $102 million and
$125 million of availability under its asset based revolver.

The negative outlook reflects Moody's concern that Dura
Automotive's credit metrics will remain under pressure despite
implementation of the announced restructuring plan.  In addition,
given the scope of the announced restructuring, the company faces
the execution risk of closing facilities and moving production.
Because the announced restructuring will directly affect
approximately 50% of Dura Automotive's worldwide operations, the
company will be challenged to successfully implement the
restructuring while continuing to meet customer demands in what
remains a highly stressed industry environment.  While the
company's recreational vehicle segment diversifies the sales
somewhat, recent volume growth includes unexpected sales volumes
related to FEMA hurricane relief programs which are not likely to
recur.

Dura Automotive's recently announced restructuring plan is
designed to reduce operating costs by moving production to lower
cost countries and by optimizing the company's purchasing function
through consolidation and greater outsourcing.  These actions
continue the restructuring efforts initiated in recent years on a
much larger scale and reflect customer requirements. Management
expects restructuring charges of approximately $100 million over
the next two years.  A significant portion of the restructuring
costs will be of a cash nature, and are related to severance,
facility closures, and the movement of 2,000 positions to lower
cost locations.  While the restructuring will be implemented over
the next two years, the full financial benefits of the plan are
not expected to be realized until 2008.  Timely execution of the
restructuring plan is critical as the company faces the maturity
of approximate $525 million of senior subordinated notes in May of
2009.  Successful implementation of the restructuring would
enhance the company's financial performance and facilitate
refinancing of this debt.

Dura Automotive's speculative grade liquidity rating was lowered
to SGL-3 reflecting adequate liquidity over the next twelve
months.  Dura Automotive's liquidity position includes an
expectation of negative free cash flow after capital expenditures
and restructuring spending in fiscal 2006.  At Dec. 31, 2005, the
company had approximately $227 million in liquidity consisting of
cash of $102 million cash on hand and $125 million of availability
under its asset based revolver.  The revolving credit facility is
subject to borrowing base limitations monitored on a monthly
basis.  Currently there are no financial covenant ratio
requirements since the combination of balance sheet cash and
excess revolver availability is above the $35 million threshold.

Factors that could result in lower ratings include: EBITDA margins
falling below 6%, EBIT margins falling below 2%, continued
negative free cash flow generation, weakening liquidity or further
deterioration in EBIT/interest coverage.

Factors that could lead to higher ratings include: EBIT margins
sustained at a minimum of 7-8%, Debt/EBITDA falling below 6.0x,
EBIT/Interest expense increasing above 1.3x, sustaining positive
free cash flow, and an improved liquidity profile.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including driver control systems,
structural door modules, glass systems, seating control systems,
exterior trim systems, and mobile products.  Annual revenues
approximate $2.3 billion.


ELIZABETH ARDEN: Earns $34 Million in Second Quarter Ended Dec. 31
------------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ: RDEN) reported financial results
for the second fiscal quarter ended Dec. 31, 2005.

Net sales advanced 7.1% to $346 million for the three months ended
Dec. 31, 2005, from $323 million in the second quarter of the
prior fiscal year.  Net income was $34 million, compared to
$31.7 million in the same period last year.

"We continue to be very excited about PREVAGE(TM), the
breakthrough anti-aging treatment," E. Scott Beattie, Chairman and
Chief Executive Officer of Elizabeth Arden, Inc., commented.
"PREVAGE(TM) began appearing on counters at U.S. department stores
largely in December and quickly became the number one selling skin
care product in its category for the month.  Sales activity has
been accelerating in January, which is evidence that our
advertising campaign is resonating well with consumers, and we
intend to intensify our advertising efforts to increase
awareness."

For the six-months ended Dec. 31, 2005, net sales increased 7.1%
to $573.3 million from $535.1 million from the six months ended
December 31, 2004.  Net income was $35.9 million versus $36.5
million for the year-ago period, as compared to $1.23 in the prior
year period.

At Dec. 31, 2005, the Company's total assets were $725 million and
total liabilities were $432 million, resulting in a stockholders'
equity of $293 million.

Elizabeth Arden http://www.elizabetharden.com/-- is a global
prestige beauty products company.  The Company's portfolio of
brands includes the fragrance brands of Elizabeth Arden: Red Door,
Red Door Revealed, Elizabeth Arden 5th Avenue, Elizabeth Arden
after five, Elizabeth Arden green tea, and Elizabeth Arden
Provocative Woman; the fragrance brands of Elizabeth Taylor: White
Diamonds and Passion; the fragrances brands of Britney Spears:
curious, curious In Control and fantasy; the Daytona 500 and GANT
adventure men's fragrances; and the fragrances White Shoulders,
Geoffrey Beene's Grey Flannel, the Halston brands, Halston and
Halston Z-14, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care lines, including Ceramide and Eight Hour
Cream, PREVAGE(TM) anti-aging treatment and the Elizabeth Arden
color cosmetics line.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services revised its outlook on prestige
beauty products company Elizabeth Arden, Inc., to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B+' corporate credit rating.
Approximately $225 million of rated debt is affected by this
action.

"The revised outlook is based on Elizabeth Arden's improved
operating performance resulting from successful new product
launches and improved efficiencies.  Sales increases in the key
second quarter holiday season, resulting from successful launches
of Elizabeth Arden Provocative Woman and Curious Britney Spears
and cost savings, have helped improve cash flow and reduce
leverage.  The ratings could be raised over the near to
intermediate term if Elizabeth Arden continues to effectively
manage new product introductions and reduce leverage," said
Standard & Poor's credit analyst Patrick Jeffrey.


EMPIRE DISTRICT: S&P Affirms Preferred Stock's Rating at BB+
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit rating on integrated electric utility Empire District
Electric Co. and removed it from CreditWatch, where it was placed
with negative implications on Sept. 22, 2005.  The outlook is
negative.

In addition, the rating on Empire's:

   * senior unsecured debt was affirmed at 'BBB-';

   * first mortgage bonds were affirmed at 'A-' because of over-
     collateralization; and

   * preferred stock was affirmed at 'BB+'.

Empire's short-term corporate credit and commercial paper ratings
were affirmed at 'A-2'.

Joplin, Missouri-based Empire had about $410 million in debt and
trust-preferred securities outstanding as of Sept. 30, 2005.

The rating on Empire was removed from CreditWatch after Standard &
Poor's met with company management to discuss the company's
acquisition of a gas distribution utility in Missouri for $84
million plus closing adjustments and assessing the assets being
acquired.  The rating was also removed from CreditWatch after
Standard & Poor's reviewed the acquisition proceeding pending
before the Missouri Public Service Commission, and analyzed an
updated financial forecast that incorporates the gas utility and
the effect of higher commodity prices on the company's cash flow
relative to the level in current rates.

The outlook is negative because Empire has multiple events that
must be successfully completed before the company's performance
can be considered stable.  The gas utility should successfully be
integrated into the existing corporate family and meet Standard &
Poor's expectations for contributions to consolidated FFO.  In
addition, the acquisition should be financed in a manner that is
consistent with Empire's current rating.

"An outlook revision to stable, which is unlikely before a
favorable rate case outcome, would require a solid indication that
the company's financial position will strengthen and the current
construction program will remain on time and on budget," said
Standard & Poor's credit analyst Gerrit Jepsen.

Ratings could be lowered as a result of unfavorable regulatory
actions, or if the company fails to achieve substantial
improvement in its financial metrics in the next few years.


EQUITY INSURANCE: S&P Raises Financial Strength Rating to BBpi
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Equity Insurance Co. to 'BBpi'
from 'Bpi'.

"The ratings were raised because of Equity's extremely strong
capitalization and improving operating performance, which has been
extremely strong for the past two years and less volatile than in
previous years," said Standard & Poor's credit analyst Puiki Lok.

Offsetting these positive factors is the company's high
concentration in Oklahoma and private passenger automobile
liability insurance.

Based in West Des Moines, Iowa, Equity is a stock company engaged
in mainly nonstandard private passenger auto.  The company is
rated on a stand-alone basis.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


EVERGREEN FITNESS: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Evergreen Fitness & Tennis Center, Inc.
        2932 Evergreen Parkway
        Evergreen, Colorado 80439-7922
        Tel: (303) 674-6902

Bankruptcy Case No.: 06-10445

Type of Business: The Debtor operates a fitness center.
                  See http://www.evergreenfitness.com/

Chapter 11 Petition Date: February 13, 2006

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 24 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Minntex Investment Partners      Line of Credit         $12,761
1433 Utica Avenue South
Suite 165
Minneapolis, MN 55416-1553

Xcel Energy                      Utilities              $11,174
P.O. Box 840
Denver, CO 80201-0840

Minor & Brown, P.C.              Legal Services         $10,867
650 South Cherry Street
Denver, CO 80246-1801

CCS Consultants, Inc.            Engineering Survey      $9,774
11445 I-70 Frontage Road North
Suite 102
Wheat Ridge, CO 80033

MBNA America                     Purchases               $9,661
Platinum Plus For Business
P.O. Box 15469
Wilmington, DE 19886-5469

GECF Productivity Card           Business Charges        $2,285

Applied Air/Alton                Equipment Repairs       $2,161

IHRSA                                                    $1,145

Evergreen Security And           Security Services         $675
Patrol, Inc.

Life Fitness                     Equipment                 $578

InoTec                           Vendor                    $560

Robinson & Sells, LLC            Legal Fees                $484

G.E. Capital                     Equipment Lease           $477

ASCAP                            Music License             $441

BMI                              Music License             $433

Rocky Mountain Ristretto         Coffee Supplier           $263

Pegasus Portable Restrooms       Services                  $240

SESAC, Inc.                      Music License             $175

JLW Marketing                    Advertising               $165

MPLC                             Video License             $122

Backflow Tech, Inc.              Services                   $70

Hodge Products                   Vendor                     $95

Dex Media                        Advertising                $84

Viking Office Products           Office Supplies            $54


FASTENTECH INC: Dec. 31 Balance Sheet Upside-Down by $28 Million
----------------------------------------------------------------
FastenTech, Inc. reported its results for the fiscal 2006 first
quarter ended Dec. 31, 2005:

Net sales increased 32.4% to $92.4 million from $69.8 million in
the year-ago quarter.

Net income increased to $2.4 million from $700,000 in the year-ago
quarter.

Net cash provided by operating activities was $1.4 million
compared to a use of $13.3 million in the year-ago quarter.

"We are pleased with our performance in the fiscal first quarter,"
Ron Kalich, President and Chief Executive Officer said.  "Once
again, our revenue and Adjusted EBITDA were in line with our
targets.  As we expected, lower demand for military tracked
vehicle components in the quarter impacted organic sales growth in
our Aerospace-grade segment.  Although we expect this trend to
continue through fiscal 2006, we expect an improved order backlog
for gas turbine components, particularly for maintenance, repairs,
and overhaul, which is up 61% from a year-ago, to mitigate the
decline."

At Dec. 31, 2005, the Company listed assets of $375.9 million and
liabilities of $404.9 million, resulting in a stockholders'
deficit of $28.9 million.

FastenTech, Inc. -- http://www.fastentech.com/-- headquartered in
Minneapolis, Minnesota, is a leading manufacturer and marketer of
highly engineered specialty components that provide critical
applications to a broad range of end-markets, including the power
generation, industrial, military, construction, medium- heavy duty
truck, recreational and automotive/ light truck markets.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Moody's Investors Service changed the outlook on the ratings for
FastenTech, Inc. to negative from stable.  Concurrently,
FastenTech's B1 corporate family rating, Ba3 senior secured rating
and B3 senior unsecured rating were affirmed.

The change in outlook to negative is based on:

   * Moody's concerns over the heightened risks posed by the
     company's recent acquisition activity;

   * existing and projected negative free cash flow generation;
     and

   * Moody's concern that FastenTech's margin performance will
     remain under pressure over the near term due to a continued
     shift in sales mix away from higher margin aerospace-grade to
     lower margin specialized components.

These ratings have been affirmed:

   * B1 corporate family rating;

   * Ba3 on the $170 senior secured revolving credit facility
     due 2010; and

   * B3 on the $175 million of senior subordinated notes,
     due 2011.

Ratings outlook has been changed to negative from stable.


FEDERAL-MOGUL: Equity Deficit Widens to $2.433 Billion at Dec. 31
-----------------------------------------------------------------
Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) reported its
financial results for the three and twelve-month periods ended
December 31, 2005.

Federal-Mogul reported net sales of $1.487 billion for the quarter
ended December 31, 2005.  Compared to the fourth quarter 2004,
sales decreased $61 million, of which $48 million is due to
unfavorable foreign currency.  For the year ended December 31,
2005, net sales increased by $112 million to $6.286 billion when
compared to the same period of 2004, of which $33 million is due
to favorable foreign currency.

Gross margin for the three and twelve-month periods ended
December 31, 2005, when compared to the same periods of 2004,
decreased by $37 million and $136 million, respectively.
Increased pension costs adversely affected gross margin for
the three and twelve-month periods ended December 31, 2005 by
$14 million and $57 million.  Although remaining high, raw
material costs for the three months ended December 31, 2005, were
comparable with those of the same period in 2004, but $41 million
higher for the full year.  Gross margins for both the three and
twelve-month periods ended December 31, 2005, were further
impacted by unfavorable movements in foreign currencies of
$12 million and $13 million, respectively.  Both the three and
twelve-month periods ended December 31, 2005 were affected by
other factors, primarily volume and product mix.  Management
continues to identify and implement cost reduction and pricing
strategies to mitigate the impact of these adverse factors.

Selling, general and administrative expenses for the three and
twelve-month periods ended December 31, 2005, when compared to the
same periods of 2004, decreased by $47 million and $66 million.

Federal-Mogul reported a loss from continuing operations before
income taxes for the three-month period ended December 31, 2005,
of $146 million, an improvement of $63 million from the same
period of 2004.  For the twelve-month period ended Dec. 31, 2005,
the Company reported a loss from continuing operations before
income taxes of $203 million compared with $189 million for the
same period of 2004.  In addition to those same factors affecting
gross margin, results from continuing operations for the fourth
quarter and full year were impacted by reduced selling, general
and administrative expenses, reduced charges related to asset
impairments, increased costs associated with the Company's Chapter
11 proceedings, the non-recurrence of an insurance gain recorded
during 2004, and higher average interest rates.

Management believes that Operational EBITDA most closely
approximates the cash flow associated with the operational
earnings of the Company and uses Operational EBITDA to measure the
performance of its operations.  Operational EBITDA is defined to
include discontinued operations and exclude impairment charges,
Chapter 11 and Administration expenses, restructuring costs,
income tax expense, interest expense, depreciation and
amortization.

The Company reported Operational EBITDA of $153 million and
$554 million for the three and twelve-month periods ended
December 31, 2005.  When compared to the same period of 2004,
Operational EBITDA decreased by $33 million and $79 million,
respectively.  The non recurrence of an insurance gain recorded
in the fourth quarter of 2004, combined with increased pension
expense, reduced Operational EBITDA compared to 2004 by
$61 million and $114 million for the quarter and year ended
December 31, 2005.  These adverse factors and the impact of
increased raw materials costs were partially offset by
improvements of $28 million and $76 million for the quarter and
full-year, respectively.

Combining cash provided from operating activities with cash used
by investing activities, the Company has generated positive cash
inflows of $158 million for the year ended December 31, 2005,
compared with $239 million for the comparable period of 2004.

"Net sales for 2005 have increased year-over-year despite
challenging market conditions," said Chairman, President and Chief
Executive Officer Jose Maria Alapont.  "Industry challenges, such
as increased pension costs, raw material cost inflation and higher
interest rates, have impacted our financial performance.  We are
continuing diligently to implement our global profitable growth
strategy to better serve our customers with leading technology and
world-class products, while restructuring our operations based
upon best cost and lean principles."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Nov. 30, 2005, Federal-Mogul's balance
sheet showed a US$1,450.4 billion stockholders' deficit, compared
to a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.

As of December 31, 2005, the Company's equity deficit widened
to $2.433 billion from a $1.925 billion equity deficit at
December 31, 2004.


FEDERATED NATIONAL: S&P Lowers Financial Strength Rating to CCCpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Federated National Insurance Co.
to 'CCCpi' from 'BBpi'.

"We lowered the ratings because of Federated's rapidly
deteriorating capitalization, volatile operating performance,
extremely high geographic concentration, and extremely high
product-line concentration," said Standard & Poor's credit analyst
Puiki Lok.

Based in Fort Lauderdale, Florida, Federated underwrites private
passenger mobile home and homeowner insurance in Florida.  The
company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


FEDERATED RURAL: S&P Ups Fin'l Strength Rating to BBBpi from BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Federated Rural Electric
Insurance Exchange to 'BBBpi' from 'BBpi'.

"We raised the ratings because of Federated Rural's very strong
capitalization, consistently strong operating performance, low
expenses, good geographic diversification, and good product-line
diversification within a niche market," said Standard & Poor's
credit analyst Puiki Lok.  "Offsetting these positive factors is
the limited size of the company's target market."

Based in Lenexa, Kansas, Federated Rural provides roperty/casualty
insurance coverage only to rural electric and telephone systems
and their affiliates.  The company, which began operations in
1959, is licensed to operate in 40 states and markets its products
directly through its staff of account executives.  The company is
rated on a stand-alone basis.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


FPL ENERGY: S&P Affirms $122.7 Mil. Amortizing Bonds' BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
FPL Energy National Wind Portfolio LLC's $122.7 million senior
secured amortizing bonds due 2017.  The outlook is stable.

FPL Energy National Wind Portfolio repays debt from distributions
it receives from FPL Energy National Wind LLC (BBB-/Stable/--), a
project financing that generates cash flow from a portfolio of
nine U.S. wind projects totaling 533.6 MW.  These projects earn
revenues from long-term offtake contracts with utilities and from
the monetized value of federal renewable energy production tax
credits.

"The project's cash flow could fall below pro forma forecasts for
several reasons, including wind variability," said Standard &
Poor's credit analyst Terry A. Pratt.

"However, the project's cash flow is supported by several
offsetting factors, including a large diversity of wind turbine
technologies, independent wind regimes, and offtakers," he
continued.


FOAMEX INT'L: Postpones Disclosure Statement Hearing
----------------------------------------------------
Foamex International Inc. (FMXIQ.PK) adjourned the Disclosure
Statement hearing scheduled for Feb. 13, in order to continue its
negotiations with the steering committee for the ad hoc committee
of Senior Secured Noteholders and the official creditors'
committee, among others, over the terms of a consensual plan of
reorganization.

Foamex didn't announce a new date for the Disclosure Statement
hearing.

More information about Foamex's chapter 11 case is available at
http://www.foamex.com/restructuring/

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


FOOTSTAR INC: First Amended Joint Chapter 11 Plan is Effective
--------------------------------------------------------------
Footstar, Inc., and its debtor-affiliates' First Amended Joint
Plan of Reorganization became effective on February 7, 2005.

As of the Effective Date, Dale W. Hilpert ceased being the
Chairman, Chief Executive Officer and President of the Company.
Jeffrey A. Shepard is named the new President and Chief Executive
Officer.

As of the Effective Date, these persons have ceased being
directors of the Company:

      * Dale W. Hilpert,
      * Neele E. Stearns, Jr.,
      * Robert A. Davies, III,
      * George S. Day,
      * Stanley P. Goldstein,
      * Bettye Martin Musham, and
      * Kenneth S. Olshan

These persons are named new members of the Board pursuant to and
by operation of the Plan:

      * Jonathan M. Couchman, who is Chairman of the Board,
      * Eugene I. Davis,
      * Adam Finerman,
      * Alan Kelly,
      * Gerald F. Kelly, Jr.,
      * Michael O'Hara,
      * George A. Sywassink, and
      * Alan I. Weinstein.

Jeffrey A. Shepard remains a director of the Company

The members of the Company's Audit Committee are:

      * Alan Kelly, who is Chairman of the Audit Committee,
      * Eugene I. Davis, and
      * Alan I. Weinstein.

The members of the Company's Corporate Governance Committee are:

      * Jonathan M. Couchman, who is Chairman of the Corporate
        Governance Committee,

      * Adam W. Finerman, and

      * Gerald F. Kelly.

The members of the Company's Compensation Committee are:

      * Michael O'Hara, who is Chairman of the Compensation
        Committee,

      * Jonathan M. Couchman, and

      * George A. Sywassink.

As reported in the Troubled Company Reporter on Dec. 13, 2005,
the Amended Plan provides for a stand-alone reorganization of the
Debtors around their Meldisco business, which currently generates
over 90% of its revenue from the Debtors' relationship with Kmart
Corporation, which is governed by the Master Agreement and amended
by the Kmart Settlement.  The Plan contemplates that the Debtors
will emerge with up to $100 million in exit financing

All unsecured creditors will be paid in full with a new
postpetition interest rate of 4.25% per annum, from the previous
1.23% per annum.  That new postpetition interest rate is refereed
under the Plan as the case interest rate.

A full-text copy of the Amended Disclosure Statement explaining
the First Amended Joint Plan is available for a fee at:

   http://www.ResearchArchives.com/bin/download?id=051212211618

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.  Judge Hardin confirmed the Debtors'
Amended Joint Plan on Jan. 25, 2006.


FOOTSTAR INC: Receives Wells Notice from the SEC
------------------------------------------------
Footstar, Inc., and its debtor-affiliates received a Wells notice
from the Securities and Exchange Commission in connection with the
SEC's outstanding enforcement proceedings into the facts and
circumstances that gave rise to the Company's restatement of
financial results from 1997 through 2002, which the Company
announced on Nov. 13, 2002, and completed in September 2004.

Footstar is continuing to cooperate with the SEC staff in
connection with this matter and is in discussions with the staff
regarding the possible resolution of this matter.

Following Footstar's disclosure in November 2002 that management
had discovered discrepancies in the reporting of the Company's
accounts payable balances, the SEC began an investigation.  The
Wells notice states that the SEC staff, as a result of its
investigation, is considering recommending that the SEC bring a
civil injunctive action against Footstar for alleged violations of
provisions of the Securities Exchange Act of 1934 relating to the
maintenance of books, records and internal accounting controls,
the establishment of disclosure controls and procedures and the
periodic SEC filing requirements as set forth in Sections 10(b),
13(a) and 13(b)(2) of the Exchange Act and in SEC Rules 10b-5,
12b-20, 13a-1 and 13a-13.

Under SEC procedures, a Wells notice indicates that the staff has
made a preliminary decision to recommend the SEC authorize the
staff to bring a civil or administrative action against the
recipient of the notice.  A recipient of a Wells notice can
respond to the SEC staff before the staff makes a formal
recommendation regarding whether the SEC should bring any action.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FOOTSTAR INC: Taps New Directors After Emergence from Bankruptcy
----------------------------------------------------------------
Footstar, Inc., reported a new nine-member Board of Directors and
the appointment of Jeffrey A. Shepard as President and Chief
Executive Officer following the Company's emergence from its
Chapter 11 reorganization on Feb. 6, 2006.

The Footstar Board now includes these members:

     -- Jonathan M. Couchman, Chairman of the Board of Footstar
        and Managing Member of Couchman Capital LLC, an investment
        management company

     -- Jeffrey A. Shepard, President and Chief Executive Officer
        of Footstar

     -- Eugene I. Davis, Chairman and Chief Executive Officer of
        PIRINATE Consulting Group, a strategic advisory firm

     -- Adam Finerman, Partner with the law firm Olshan Grundman
        Frome Rosenzweig & Wolosky LLP

     -- Alan Kelly, President of Alan Kelly & Associates, a
        consulting firm serving the retail industry

     -- Gerald F. Kelly, Jr., formerly a senior executive with
        Sears, Roebuck & Co. and currently Interim Chief
        Information Officer for United Airlines

     -- Michael O'Hara, President of Consensus Advisors LLC and
        formerly a Managing Director of Financo, Inc., an
        investment banking and advisory firm with expertise in the
        retail industry

     -- George A. Sywassink, Chairman and Chief Executive Officer
        of Standard Holding Company, a distribution concern
        serving the retail industry

     -- Alan I. Weinstein, formerly Chairman and Chief Executive
        Officer of Casual Male Inc., a specialty retailer

The members of the Company's Audit Committee are Alan Kelly, who
is Chairman, Eugene I. Davis and Alan I. Weinstein.  The members
of the Company's Corporate Governance Committee are Jonathan M.
Couchman, who is Chairman, Adam W. Finerman and Gerald F. Kelly.
The members of the Company's Compensation Committee are Michael
O'Hara, who is Chairman, Jonathan M. Couchman and George A.
Sywassink.

Mr. Shepard, an industry veteran with 35 years of footwear
experience, formerly served as President and Chief Executive
Officer of Footstar's Meldisco division.  He was elected as a
Director in January 2005.  Mr. Shepard joined Meldisco in 1994,
having previously served as President and Chief Executive Officer
of Pic N Pay, a $300 million footwear retailer, and having held
various positions with Payless ShoeSource.  He began his retailing
career with Thom McAn in 1971.

Mr. Shepard commented, "We are delighted that Footstar will have
the benefit of such a talented and experienced Board as we move
ahead. With our successful emergence from Chapter 11, we are now
in a position to focus our full attention on our business."

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FOREST OIL: Pays $255 Million for East Texas Cotton Valley Assets
-----------------------------------------------------------------
Forest Oil Corporation (NYSE:FST) agreed with six private entities
to acquire producing assets including approximately 26,000 net
acres primarily in the Cotton Valley play in East Texas.  Forest
attributes estimated proved reserves of 110 Bcfe to the assets,
which produced an average of approximately 13 MMcfe/d in January
of 2006.  Forest will pay approximately $255 million cash for the
assets, and intends to fund the acquisition using its credit
facility and cash on hand.  The expected impact to Forest is:

     -- adds another low risk repeatable onshore development play
        with a growing production profile to the Company's
        portfolio; a four rig program to be instituted in 2007

     -- adds estimated proved reserves of 110 Bcfe (43% proved
        developed, 90% natural gas)

     -- adds estimated production of 4 Bcfe in 2006 and 8 Bcfe in
        2007, based on current drilling assumptions

     -- adds approximately 26,000 net acres with 300 identified
        drilling locations

     -- increases Forest's expected drilling activity in 2006 and
        2007 by 20 and 50 wells, respectively

"We are excited about this opportunity to enter the Cotton Valley
play in East Texas and expand our successful acquire and exploit
program," H. Craig Clark, Forest's President and Chief Executive
Officer stated.  "Most of this area of the Cotton Valley play has
been approved for 40 acre down spacing with the locations yet to
be drilled.  It is another tight gas basin acquisition with a good
acreage position that has similar completion techniques to Buffalo
Wallow and Wild River.  This asset base will give us another
significant multi-year, multi-rig development drilling program and
will increase both the size and quality of our onshore North
American asset base and provides an additional core growth area to
our Southern Business Unit following the offshore spin-off.  Our
plan is to continue a two-rig program in this area during 2006 and
increase the work level to a four-rig program in 2007.  We expect
the production from these assets to double by the end of 2007."

Forest has identified 300 drilling locations.  Current well
economics in this area indicate an investment of approximately
$1.6 to $2 million to drill and complete a well with an average
estimated ultimate recovery of 1.2 to 1.3 Bcfe.  The acquired
assets have estimated production expenses below $1.00 per Mcfe.

The acquisition is scheduled to close on March 31, 2006 and is
subject to customary closing conditions and adjustments.

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada. Forest's common stock trades on the New York Stock
Exchange under the symbol FST.

                      *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating and 'B-2' short-term rating on oil and gas
exploration and production company Forest Oil Corp. and removed
the ratings from CreditWatch with negative implications, where
they were placed on Sept. 12, 2005, following the company's
announced spin-off of its offshore Gulf of Mexico reserves to
Mariner Energy Inc.  The outlook is negative.

As of June 30, 2005, Denver, Colorado-based Forest had
$884 million in principal debt outstanding.


GARDNER DENVER: Earns $25.3 Million Net Income in Fourth Quarter
----------------------------------------------------------------
Gardner Denver, Inc. (NYSE: GDI), reported that revenues and net
income for the twelve months ended December 31, 2005, were
$1.2 billion and $67.0 million; the Company's highest levels since
becoming an independent entity in 1994.

Diluted earnings per share (DEPS) for the twelve months of 2005
was $2.74, 43% higher than the previous year.  Revenues for the
three months ended December 31, 2005, were $369.3 million, a 53%
increase compared to the fourth quarter of the previous year,
primarily as a result of acquisitions completed in 2005 and
strong organic growth.  Net income for the three months ended
December 31, 2005, was $25.3 million, an 86% increase compared to
the same period last year, as a result of the benefit of
acquisitions and flow-through profitability on organic revenue
growth.  Diluted earnings per share for the three months of 2005
was $0.96, 43% higher than the previous year.  Cash generated by
operations increased 55% to $119 million in 2005, compared to
$77 million in the previous year.

                CEO's Comments Regarding Results

"I look at 2005 as a year of many successes.  I am pleased to
report that the Company has once again achieved record orders,
revenues, net income and operating cash flow.  Our strategic
acquisitions, internal revenue growth and cost reduction
initiatives continue to result in increased earnings and cash flow
for our shareholders.  For the twelve-month period, total segment
operating earnings (defined as revenues less cost of sales,
depreciation and amortization, and selling and administrative
expenses) as a percentage of revenues (operating margin) for the
Company increased to 9.9% in 2005 from 8.4% in 2004.  In 2005, we
completed our largest acquisition to date, Thomas Industries,
which has further diversified our revenue base, expanded our
presence in higher growth end markets and broadened our sales
channels with a strong focus on original equipment manufacturers.
We realized significant order growth for compressor and pump
products serving the energy market and blowers used for mobile
applications in North America, and improved demand for compressors
used in industrial applications.  We strengthened our
manufacturing processes through the use of lean practices, and
used these tools to help some of our suppliers reduce their lead-
times.  Finally, we used cash generated from operations and cash
repatriated from our international subsidiaries to significantly
reduce our debt in the fourth quarter," stated Ross Centanni,
Chairman, President and CEO.

"Demand for our drilling and well stimulation pumps has been
exceptional.  For the twelve-month period of 2005, orders for
drilling pumps and well servicing pumps increased more than 300%
and 100%, respectively, compared to the previous year.  Previous
capital investments to improve production efficiencies enabled us
to realize much of this order growth in revenues.  We enter 2006
with a significant level of backlog, and expect demand for these
products to remain strong into 2007.  Orders for our industrial
compressor, vacuum and blower products also continued to improve,
with very strong growth in Asia and improving demand in North
America, partially offset by lower demand for mobile products in
Europe and a slower growth environment, in general, in this
region."

"Our efforts to integrate acquired businesses remain on plan.  We
expect to realize the benefit of the liquid ring pump
manufacturing rationalization, which encompasses a shift in
standard product manufacturing from Germany to China and Brazil,
in early 2007.  The integration of Thomas Industries, while in the
early stages, has already yielded annualized administrative
synergies in excess of $4.5 million.  Further synergistic benefits
through facility and product rationalization, sales channel
leverage and material cost reductions are planned in 2006 for
realization in early 2007.  We completed the previously announced
closure and sale of a distribution facility in the fourth quarter
of 2005, realizing an $0.8 million pretax gain and generating
$2.1 million of cash.  We will continue to seek opportunities to
reduce costs and sell excess assets in 2006, as we further
streamline our operations."

"In early January, the Company completed the acquisition of
the Todo Group, for a purchase price of Swedish Krona (SEK)
118.5 million (approximately $15 million), net of debt and cash
acquired.  Todo, with assembly operations in Sweden and the U.K.,
and a central European sales and distribution operation in the
Netherlands, has one of the most extensive offerings of dry-break
couplers in the industry.  Many of the world's largest oil,
chemical and gas companies rely on TODO-MATIC(R) self-sealing
couplings to safely and efficiently transfer their products.  This
acquisition extends our product line of Emco Wheaton couplers,
added as part of the Syltone acquisition in 2004, and strengthens
the distribution of each company's products throughout the world."

                             Outlook

Looking forward, Mr. Centanni stated, "In 2006, I anticipate
further cost reductions and acquisition integration savings.  I
believe broader implementation of our lean manufacturing
techniques will contribute to inventory reductions and production
efficiency improvements.  Our manufacturing presence in Asia will
enable our participation in the continued dynamic growth for
industrial products in this region.  Manufacturing capacity
utilization in the U.S. exceeded the key threshold level of 80%
for two consecutive months in the fourth quarter of 2005.
Therefore, we enter 2006 with a feeling of cautious optimism that
industrial demand will continue to expand, albeit slowly, and
positively influence demand for our compressor and vacuum
products.  We expect that the combination of cost reductions
realized through acquisition integration, efficiency improvements,
and leverage associated with revenue growth will more than offset
the effect of expensing stock options in 2006, resulting in year-
over-year operating margin expansion."

"Demand for our drilling and well stimulation pumps is extremely
strong and we expect this to continue throughout 2006 and into
2007.  To reduce potential manufacturing bottlenecks, we will
continue to outsource machining operations to smooth our
production processes and we expect to continue to ship product at
rates that satisfy our customers' requirements," noted Mr.
Centanni.

"Given the current economic environment, as well as our existing
backlog and recent order trends, we expect DEPS for 2006 to be
approximately $3.25 to $3.45, with first quarter DEPS
approximating $0.65 to $0.75.  The midpoint of this range ($3.35)
represents a 22% increase over the 2005 results.  This improvement
is expected despite the reduction in DEPS associated with
expensing stock options for the first time in 2006 and a greater
number of average shares outstanding for the twelve-month period
of 2006, as compared to 2005.  Based on current expectations for
the sources of earnings in 2006, the effective tax rate assumed in
the DEPS guidance for 2006 is 30%."

The Thomas Industries acquisition is expected to contribute net
income of $8.4 million in 2006, compared to $2.5 million in 2005.
However, in 2006, the Company will begin expensing stock options,
in accordance with SFAS 123R, which was adopted on January 1,
2006.  The after-tax effect of these expenses is estimated to be
in a range of $3.6 million to $4.2 million for the year.  A
disproportionate amount of this expense will be recognized in the
first quarter of 2006, due to the number of options held by
employees eligible for retirement.  The implementation of this
accounting standard is expected to reduce net income by
$1.7 million to $2.0 million in the first quarter of 2006.  These
estimates are based on an assumption that the value of the 2005
stock option grant recurs in 2006.

Gardner Denver, Inc.-- http://www.gardnerdenver.com/--
manufactures reciprocating, rotary and vane compressors, liquid
ring pumps and blowers for various industrial and transportation
applications, pumps used in the petroleum and industrial markets,
and other fluid transfer equipment serving chemical, petroleum,
and food industries.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Moody's Investors Service has assigned a B2 rating to the proposed
$125 million of senior subordinated notes to be issued by Gardner
Denver, Inc., in connection with an acquisition and refinancing.
Moody's also assigned the company a Ba3 senior implied rating and
an SGL-2 liquidity rating.  Moody's said the rating outlook is
stable.

These ratings were assigned:

   * B2 to the proposed $125 million of senior subordinated notes,
     due 2013,

   * Ba3 senior implied rating,

   * B1 issuer rating, and

   * SGL-2 speculative grade liquidity rating.


GENERAL CABLE: Earns $14.2 Million in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
General Cable Corporation (NYSE:BGC) reported that net income for
the fourth quarter ended Dec. 31, 2005 was $14.2 million, compared
to $27.2 million for the same period in 2004.  Net income for
the full-year ended Dec. 31, 2005 was $39.2 million, compared
to $37.9 million for the same period in 2004.

Revenues for the fourth quarter ended Dec. 31, 2005 were
$617.5 million, compared to $485.3 million for the same period
in 2004.  Revenues for the full-year ended Dec. 31, 2005 were
$2.38 billion, compared to $1.97 billion in the same period
in 2004.

"The earnings improvement achieved in the fourth quarter is a
result of a number of actions we have been taking to drive
improvement across our entire business," Gregory B. Kenny,
President and Chief Executive Officer of General Cable said.
"These actions include an increased investment in material science
and technology resources, leveraging increased energy cable and
industrial cable demand, accelerating pricing actions to recover
raw material cost increases, and improvement in underperforming
businesses through Lean initiatives, and marketing strategies.  We
have also taken several actions to reduce our borrowing costs and
increase our operating and financing flexibility going forward.

                    Preferred Stock Dividend

In accordance with the terms of the Company's 5.75% Series A
Convertible Redeemable Preferred Stock, the Board of Directors has
declared a preferred stock dividend of approximately $0.72 per
share for the three-month period ending Feb. 24, 2006.  The
dividend is payable on Feb. 24, 2006 to preferred stockholders of
record as of the close of business on Jan. 31, 2006.  After giving
effect to the conversion of preferred shares into the Company's
common shares, which occurred during the fourth quarter, the
Company expects this payment to be approximately $0.1 million per
quarter on a go-forward basis.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation -- http://www.generalcable.com/-- makes aluminum,
copper, and fiber-optic wire and cable products.  It has three
operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Rating Services revised its outlook on Highland
Heights, Kentucky-based General Cable Corp. to positive from
stable, and affirmed the 'B+' corporate credit rating, the 'BB'
secured bank loan rating, and the 'B' senior unsecured debt
rating.  The revised outlook reflects improved financial leverage
metrics stemming from improved profitability and reduced debt.

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

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


GLACIER FUNDING: Fitch Affirms $4 Mil. Class D Notes' Rating at BB
------------------------------------------------------------------
Fitch Ratings affirmed five classes of notes issued by Glacier
Funding CDO II, Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

   -- $318,972,123 class A-1 notes 'AAA'
   -- $70,000,000 class A-2 notes 'AAA'
   -- $65,750,000 class B notes 'AA'
   -- $19,800,077 class C notes 'BBB'
   -- $4,000,000 class D notes 'BB'

Glacier II C-bis a collateralized debt obligation managed by
Terwin Money Management LLC that closed Oct. 12, 2004.

Glacier II is composed of approximately:

   * 84% residential mortgage-backed securities;
   * 6% commercial mortgage-backed securities;
   * 6% collateralized debt obligations;
   * 2% real estate investment trusts; and
   * 2% commercial and consumer asset-backed securities.

These affirmations are a result of slightly improved collateral
performance.  Since close, the weighted average rating has
improved from the 'BBB-' range to the 'BBB' range.  Coverage
levels have also improved slightly as a result of deleveraging of
the transaction's capital structure.

The class A/B overcollateralization (OC), class C OC, and class D
OC ratios have increased to 108.65%, 104.12% and 103.25% as of the
most recent trustee report dated Dec. 31, 2005, from 108.53%,
103.96% and 103.10% at close.  Assets rated 'BBB-' or lower
represent approximately 15.3% of the portfolio and there have been
no defaults to date.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C and D notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.


HANDEX GROUP: Can Pay $177,085 to Harris County Project Vendors
---------------------------------------------------------------
The Hon. Arthur D. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida in Orlando authorized Handex Group,
Inc., and its debtor affiliates to pay certain prepetition debts
to critical vendors, suppliers, and subcontractors related to a
construction contact with Harris County Flood Control District.

                   Harris County Contract

Harris County commissioned Handex Construction Services, Inc., to
build a channel and an 80-acre retention pond to prevent flooding
in Harris County, Texas, in 2002.  Great American Insurance
Company issued performance and payment bonds for the Debtors with
regard to the Project.

In November 200, Great American told Harris County to cease
payments to the Debtors because numerous claims were made against
the performance bonds and the insurer had been required to make
loss and expense payments to subcontractors and suppliers.

When Harris County ceased payments, it owed the Debtors
approximately $177,085.

                 Critical Vendor Payments

The subcontractors and suppliers refused to continue work on the
Harris County project unless the Debtors pay their prepetition
debts.  The Debtors subsequently sought the Bankruptcy Court's
permission to make the payments to avoid impairing the value
of the project.  The Debtors expect to generate approximately
$1.1 million in receivables once the project is completed.

Pursuant to Judge Briskman's order, Great American is authorized
to receive $115,350 of the balance due from Harris County to pay
critical vendors, or reimburse itself for amounts already advanced
to these vendors.

The remaining $52,790 of funds due from Harris County will be
placed in an escrow account and held subject to further order of
the Bankruptcy Court.  It may be released to pay claims for labor
and materials furnished for the Harris County project subject to
the mutual consent of the Debtors and Great American.

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).  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Gronek & Latham LLP, represent the Debtor.  The U.S.
Trustee advised the Bankruptcy Court on Dec. 30, 2005, that there
was insufficient interest among the Debtor's unsecured creditors
in order to form and official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HARBOURVIEW CDO: Fitch Junks $22.5 Million Class B Notes' Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed one class and downgraded one class of notes
issued by HarbourView CDO III, Ltd.  These rating actions are
effective immediately:

  -- $142,998,643 class A notes affirmed at 'A-'
  -- $22,500,000 class B notes downgraded to 'C' from 'CCC'
  -- $26,250,000 class C notes remain at 'C'

HarbourView III is a collateralized debt obligation managed by
HarbourView Asset Management that closed April 24, 2001.
HarbourView III is currently composed of:

   * residential mortgage-backed securities;
   * asset-backed securities;
   * commercial mortgage-backed securities;
   * real estate investment trusts;
   * collateralized debt obligations; and
   * corporate debt.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  As a result of
this analysis, Fitch determined that the class B noteholders will
continue to experience an impairment of principal and interest
over the remaining life of the transaction and that the current
ratings of the class B notes no longer reflect the current risk to
noteholders.

As of March 2005, HarbourView III has been in a technical event of
default due to the fact that the aggregate principal balance of
the collateral debt securities fell below the aggregate balance of
the rated notes.  Prior to the determination date for the
June 15, 2005 payment date, a majority of class A noteholders
chose to accelerate the maturity of the transaction.  As a result,
all principal and interest proceeds available less senior
transaction fees and expenses, including the hedge counterparty
payment, will be used to pay the class A interest and principal
until the notes are paid in full.

Since Fitch's last rating action on June 17, 2005, the collateral
has continued to experience downgrades of several assets.  As of
the Dec. 30, 2005 trustee report, the weighted average rating
factor (WARF) has increased to 32 ('BBB-/BB+') from 31
('BBB-/BB+') versus a test level of 18 ('BBB/BBB-') reflecting
overall negative credit migration.

The class A/B overcollateralization (OC) and interest coverage
(IC) ratios are well below their required test levels.  The class
A/B OC ratio decreased to 92.5% from 94.0% versus a test trigger
of 106%.  The class A/B IC ratio decreased to 91.9% from 98%
versus a test trigger of 111%.


HOLLINGER INT'L: Completes $121.7-Million Sale of Canadian Assets
-----------------------------------------------------------------
Hollinger International Inc. completed the sale of its
approximately 87% interest in Hollinger Canadian Newspapers,
Limited Partnership, and all of the shares of:

   * Hollinger Canadian Newspapers GP Inc.,
   * Eco Log Environmental Risk Information Services Inc, and
   * KCN Capital News Company,

as well as certain Canadian real estate assets, to a subsidiary of
Glacier Ventures International Corp. for an aggregate cash
purchase price of approximately CDN$121.7 million, subject to
certain working capital and cash adjustments.   CDN$20 million of
the purchase price was placed in escrow for a period not to exceed
7 years and will be released to either the Company, Glacier or
CanWest Global Communications Corp. upon a final award, judgment
or settlement being made in respect of certain pending arbitration
proceedings involving the Company, its related entities and
CanWest.

Hollinger Canadian owns and operates:

   (1) the Business Information Group, which publishes a variety
       of trade magazines, directories, newsletters, electronic
       databases and specialty websites;

   (2) a group of daily and weekly newspaper and related printing
       operations in British Columbia, including:

       * the Nelson Daily News,
       * West Kootenay Weekender,
       * Cranbrook Daily Townsman,
       * Kimberley Daily Bulletin,
       * East Kootenay Weekly Extra,
       * East Kootenay Weekly Weekender,
       * Trail Times,
       * Fernie Free Press,
       * Grand Forks Gazette,
       * Grand Forks Boundary Bulletin,
       * Creston Valley Advance,
       * Kamloops Daily News,
       * Kamloops The Extra,
       * Prince George Citizen,
       * Prince George This Week,
       * Prince George Extra,
       * Alaska Highway News,
       * North Peace Express,
       * The Northener,
       * Peace River Block News,
       * The Regional Advertiser,
       * The Northern Horizon,
       * The Mirror,
       * Prince Rupert Daily News, and
       * Prince Rupert Daily News Extra;

   (3) the Real Estate Weekly and Kodiak Press in Vancouver, B.C.;
       and

   (4) The Sherbrooke Record and Brome County News in the eastern
       townships of Quebec.

KCN publishes the Merritt News and Merritt News Extra in B.C. Eco
Log is an electronic information and report service provider that
accesses key federal, provincial and private sector databases to
help identify potential environmental risks in Canada for real
estate developers, banks, insurance companies and a variety of
other customers.

In December 2005, Hollinger International sold to Glacier its 70%
interest in Great West Newspaper Group Ltd. and its 50% interest
in Fundata Canada Inc. to Jamison Newspapers Inc. and Glacier for
total consideration for total consideration of approximately
CDN$47.1 million, or approximately US$40.5 million.

Hollinger International's financial adviser in the sale of its
Canadian portfolio of publications is Lazard.

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

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


HOME INTERIORS: Appoints Richard Heath as President and CEO
-----------------------------------------------------------
Home Interiors & Gifts, Inc., appointed Richard W. Heath as
President and Chief Executive Officer.  Mr. Heath, a proven
leader in the direct sales industry, formerly headed BeautiControl
Cosmetics Inc., a highly successful company he co-founded in 1981.

Mr. Heath succeeds Mike Lohner who resigned last week.  The
leadership change followed the public announcement last month that
Highland Capital Management L.P. had agreed to a comprehensive
debt restructuring with Home Interiors.

Mr. Heath has over 35 years experience in the direct sales
industry.  BeautiControl, which went public in 1986 was recognized
by Inc Magazine, BusinessWeek, Fortune Magazine and others as one
of the fastest-growing and best-run companies in the country.
Tupperware Corporation (now Tupperware Brands) acquired
BeautiControl in 2000, and the company continues to grow at a
pace that has made it Tupperware's fastest-growing division.  Mr.
Heath is credited with having implemented the growth strategies
that propelled the brand after the merger.

Christi Carter Urschel, who is the granddaughter of Home
Interiors' founder Mary Crowley, applauded Heath's selection as
President and CEO.

"Dick Heath is a seasoned executive within our industry.  He
delivers enthusiasm, business acumen, and an extraordinary
understanding of the business," said Ms. Urschel.  "We are very
fortunate to have someone who is seasoned and successful in direct
sales.  He is a great choice to move the company forward."

Ms. Urschel said she will serve as the Chairman of the Home
Interiors Charitable Foundation(R).

Mr. Heath said the company has a sound foundation and a robust
future.

"The strength of a direct sales company is its sales force," said
Mr. Heath.  "We have over 1,100 employees and over 140,000
decorating consultants, worldwide, who are known to be the most
productive in the industry.  They are part of a company that
operates in 50 states and three countries.  The company generates
sales of over $500 million annually."

Mr. Heath noted that Home Interiors is poised to celebrate its
50th birthday in 2007.

"This company has a remarkable legacy in one of America's leading
women entrepreneurs, Mary Crowley," said Heath.  "That is Home
Interiors' core strength and basis for future growth."

The late Mary Carter Crowley founded Home Interiors in 1957.  She
built the company into a leader in direct sales and the home decor
industries.

Highland Capital Management, L.P. acquired a majority interest in
Home Interiors.  Mr. Heath said affiliates of Hicks, Muse, Tate, &
Furst Incorporated would retain an ongoing interest in the
company.

Although he did not offer specifics, Mr. Heath said he expects to
be able to announce "significant and strategic" incentives and
rewards for sales associates, as early as the first week in March.
That's when the company hosts its annual Seminar, which will be
held in St. Louis and will have over 10,000 people in attendance.

Based in Dallas, Texas with offices in New York and London,
Highland Capital is a registered investment advisor specializing
in credit and alternative investment investing.  Highland Capital
currently manages over $21 billion in assets for investors around
the world.

Home Interiors & Gifts, Inc. -- http://www.homeinteriors.com/--
is a member of the Direct Selling Association, and markets
exclusive home decorative products through its independent
decorating consultants in the United States, Puerto Rico, Mexico
and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service withdrew all ratings for Home Interiors
& Gifts, Inc.  The ratings have been withdrawn because Moody's
believes it lacks adequate information to maintain a rating.
On Jan. 12, 2006, HIG announced plans for a comprehensive
restructuring of its debt.  On the same date, HIG filed with the
SEC a Form 15 suspending its obligation to continue filing reports
with the SEC.

These ratings were withdrawn:

   * Corporate family rating -- Caa3;
   * Senior secured revolving credit facility due 2009 -- Caa2;
   * Senior secured term loan facility due 2011 -- Caa2; and
   * Senior subordinated notes due 2008 -- Ca.


INTEGRATED ELECTRICAL: Files for Chapter 11 Protection in Texas
---------------------------------------------------------------
Integrated Electrical Services, Inc., and all of its domestic
subsidiaries have filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division.

The bankruptcy was filed pursuant to an agreement with
institutions that hold approximately 61% of the company's
approximately $173 million outstanding, 9-3/8% senior subordinated
notes due 2009 to support a consensual financial restructuring of
the company through a pre-arranged chapter 11 plan of
reorganization.  The pre-arranged plan was also filed with the
Bankruptcy Court along with its accompanying disclosure statement.

The Company believes it will ultimately receive the support of the
requisite body of holders of the senior subordinated notes to
implement the restructuring contemplated by its Chapter 11 plan.
The Company has asked the Court for an expedited hearing schedule
to approve the disclosure statement and confirm the plan of
reorganization.

The Company expects to continue normal operations throughout the
restructuring process.  All services provided to customers and
payments to vendors are expected to continue on a "business as
usual" basis.  Based on the high degree of support for the pre-
arranged plan from the holders of its senior subordinated notes,
the Company believes that it will complete its restructuring
quickly.

"After working with several of our creditor groups over the last
several months, we are pleased to move to the next stage of our
restructuring.  During that time, we have made the necessary
preparations to make sure that our restructuring does not
interfere with the services we provide to our customers,"
announced Byron Snyder, IES' chairman, president and chief
executive officer.

"The economic terms of the proposed plan of reorganization are
unchanged from the previously announced agreement in principle
with the ad hoc committee, although the financial restructuring
will be accomplished through a pre-arranged chapter 11 plan
instead of the previously discussed prepackaged plan of
reorganization.  This will allow earlier access to the $80 million
debtor-in-possession financing facility that we have successfully
negotiated, increasing our liquidity.  It will also give us the
ability to provide more assurance and protection to our vendors
and customers and to obtain additional surety bonding."

                Debtor-in-Possession Financing

In connection with the commencement of its bankruptcy case, IES is
seeking Bankruptcy Court approval for its $80 million debtor-in-
possession financing facility with Bank of America.  Subject to
the approval of the Bankruptcy Court, the DIP facility will be
comprised of an $80 million revolving credit facility, with a $72
million sub-limit for letters of credit, and will supplement the
company's existing liquidity and allow IES to meet its obligations
related to the operation of its businesses, fulfill its payroll
obligations and pay vendors for goods and services.  The company
has also reached an agreement with its primary surety bond
provider, Federal Insurance Company, to obtain additional surety
bonding during the Chapter 11 cases, subject to Bankruptcy Court
approval.

"IES' operating cash, together with the amounts obtained under its
DIP facility and its additional bonding capacity, will enable it
to operate its business and emerge from bankruptcy stronger, more
streamlined, and in a better position to achieve its business
goals," said Mr. Snyder.  "I am deeply appreciative of the
continued support of Bank of America and Federal Insurance
Company."

             Overview of the Pre-Packaged Plan

Under IES' proposed plan of reorganization:

    * the holders of the company's senior convertible notes will
      be refinanced from the proceeds of a term exit facility;

    * the holders of the company's senior subordinated notes will
      receive, in exchange for their total claims (including
      principal and accrued and unpaid interest), an aggregate of
      approximately 82% of the fully diluted new common stock of
      the reorganized IES (before giving effect to a new employee
      stock option plan);

    * the company's existing common stockholders will receive, in
      exchange for their existing shares, an aggregate of
      approximately 15% of the fully diluted new common stock of
      the reorganized IES (before giving effect to a new employee
      stock option plan);

    * the company's management and employees will receive grants
      of an aggregate of approximately 3% of the fully diluted new
      common stock of the reorganized IES (before giving effect to
      a new employee stock option plan), in the form of restricted
      stock grants that will vest over time; and

    * the company's other obligations under trade credit extended
      to the company by its vendors and suppliers will be
      unimpaired and will all be paid in full, on regular terms,
      whether such obligations relate to pre-filing or post-filing
      periods.

On the effective date of a plan of reorganization, the sole equity
interests in reorganized IES will consist of new common stock
issued to the holders of the senior subordinated notes and the
existing holders of common stock, and the restricted stock grants
that can be earned over time to be issued to management and
employees.  In addition, a new employee stock option plan will be
adopted on the effective date that will provide for the future
issuance, as and when determined by the board of directors, of
options that may be issued to employees, to purchase up to 10% of
the new common stock of the reorganized IES.

Mr. Snyder noted, "This plan of reorganization is positive news
for all of IES' employees, customers and vendors. By allowing IES
to exchange 100% of the senior subordinated notes for new equity,
our plan will reduce the company's debt balance by approximately
$173 million and allow IES to emerge as a financially stronger,
more efficient company."

Following approval of IES' disclosure statement by the Bankruptcy
Court, the company will formally solicit approval of its plan of
reorganization from the holders of its senior subordinated notes,
common stock and senior convertible debt.  Solicited parties will
receive a disclosure statement and a copy of the IES plan of
reorganization.

A full-text copy of Integrated Electrical Services, Inc.'s 55-page
Pre-Packaged Joint Chapter 11 Plan of Reorganization is available
for free at http://ResearchArchives.com/t/s?560

A full-text copy of Integrated Electrical Services, Inc.'s
103-page Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?561

A full-text copy of Integrated Electrical Services, Inc.'s List of
Equity Security Holders is available for free at
http://ResearchArchives.com/t/s?562

             Continued Payments During Chapter 11

In addition to the filing of the chapter 11 petitions and the plan
of reorganization, IES also asked the Bankruptcy Court to consider
several "first day" motions on an expedited basis benefiting its
employees, vendors, service providers, customers, and other
stakeholders.  The company has asked for the Bankruptcy Court's
permission:

    * to continue paying its employees' salaries and benefits, and
      its vendors;

    * to maintain its cash management systems; and

    * to obtain DIP financing with Bank of America.

With respect to its vendors, the company has requested authority
from the Bankruptcy Court to pay all of its vendors in the
ordinary course of business, whether their claims arose prior to
or after the filing of the Chapter 11 cases.

                   Management and Advisors

Under the terms of the plan, Byron Snyder will continue as the
company's chairman, president and chief executive officer until a
successor is selected or as otherwise determined by the board of
directors.  The company's board of directors will begin a search
for a successor shortly. Mr. Snyder said, "Over the past few
quarters, we have accomplished the necessary actions for this
company to truly succeed both now and into the future.  These are
the actions I committed to accomplish when I agreed to assume the
position of president and CEO last June.  We have refinanced the
senior secured credit facility and renegotiated certain leases
where prudent.  In addition, although subject to appeal, we have
obtained the dismissal at the trial level of the shareholder class
action and derivative lawsuits.  The final item I committed to
accomplish was the restructuring and strengthening of the
company's balance sheet for our success going forward, and today's
pre-arranged chapter 11 filing is the next step in achieving that
goal."

"I will continue as IES' chairman, president and chief executive
officer for the near term, but with the end of my mission in
sight, I have agreed that IES should begin a search for a new CEO
to lead the company in the future.  Accordingly, the IES board of
directors will begin this search shortly."

Mr. Donald P. Hodel resigned from the board of directors on
Monday, February 13, 2006.  "Don has been a valued director since
the beginning of IES, and it was with much regret that the board
accepted his resignation.  Don's other business activities were
taking an increasing amount of his time and the board understood
his wishes. He will be missed as a board member," added Mr.
Snyder.

The board determined to remain at six members with a vacancy for
Mr. Hodel's position.  The board of directors will review its
committees and make a determination on size of the board at a
later meeting.

In addition, Sanford R. Edlein of Glass & Associates will continue
as the Chief Restructuring Officer of IES through the end of the
bankruptcy, and the company's other senior officers have agreed to
remain in place. In connection with the financial restructuring of
the company, the company has been represented by Gordian Group LLC
as financial advisors and Vinson & Elkins L.L.P. as legal
advisors. The ad hoc committee of senior subordinated noteholders
has been represented by Conway Del Genio Gries & Co. LLC as
financial advisors and by Weil, Gotshal & Manges LLP as legal
advisors.

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  The company provides everything
from system design, installation, and testing to long-term service
and maintenance on a wide array of projects.  With approximately
140 locations nationwide, the company is prepared to seamlessly
manage and deliver all your electrical, security, and
communication requirements.  The Debtor and 132 of its affiliates
filed for chapter 11 protection on Feb. 14, 2006 (Bankr. N.D. Tex.
Lead Case No. 06-30602).  Daniel C. Stewart, Esq., and Michaela C.
Crocker, Esq., at Vinson & Elkins, L.L.P., represent the Debtors
in their restructuring efforts.  As of Dec. 31, 2005, Integrated
Electrical reported assets totaling $400,827,000 and debts
totaling $385,540,000.


INTEGRATED ELECTRICAL: Case Summary & 50 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Integrated Electrical Services, Inc.
             1800 West Loop South, Suite 500
             Houston, Texas 77027

Bankruptcy Case No.: 06-30602

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Aladdin-Ward Electric & Air, Inc.             06-30604
      Amber Electric, Inc.                          06-30607
      ARC Electric, Incorporated                    06-30613
      Bachofner Electric, Inc.                      06-30616
      Bear Acquisition Corporation                  06-30620
      Bexar Electric Company, Ltd.                  06-30625
      Bexar Electric II LLC                         06-30629
      Bryant Electric Company, Inc.                 06-30633
      BW/BEC, Inc.                                  06-30641
      BW/BEC II LLC                                 06-30638
      BW/BEC, L.L.C.                                06-30645
      BW Consolidated, Inc.                         06-30635
      Charles P. Bagby Co., Inc.                    06-30648
      Collier Electric Company, Inc.                06-30653
      Commercial Electrical Contractors, Inc.       06-30657
      Cross State Electric, Inc.                    06-30665
      Cypress Electrical Contractors, Inc.          06-30668
      Daniel Electrical Contractors, Inc.           06-30673
      Daniel Electrical of Treasure Coast, Inc.     06-30676
      Daniel Integrated Technologies, Inc.          06-30680
      Davis Electrical Constructors, Inc.           06-30683
      Electro-Tech, Inc.                            06-30686
      EMC Acquisition Corporation                   06-30690
      Federal Communications Group, Inc.            06-30693
      General Partner, Inc.                         06-60697
      Hatfield Reynolds Electric Company            06-30701
      Haymaker Electric, Ltd.                       06-30705
      Holland Electrical Systems, Inc.              06-30708
      Houston-Stafford Electric Holdings III, Inc.  06-30712
      Houston-Stafford Electrical Contractors LP    06-30714
      Houston-Stafford Holdings II LLC              06-30721
      Houston Stafford Holdings LLC                 06-30723
      Houston-Stafford Management LLC               06-30726
      ICS Holdings LLC                              06-30727
      IES Albuquerque, Inc.                         06-30603
      IES Austin, Inc.                              06-30619
      IES Austin Holding LP                         06-30606
      IES Austin Holdings II LLC                    06-30610
      IES Austin Holdings LLC                       06-30611
      IES Austin Management LLC                     06-30615
      IES Charleston, Inc.                          06-30622
      IES Charlotte, Inc.                           06-30626
      IES College Station, Inc.                     06-30644
      IES College Station Holdings II LLC           06-30630
      IES College Station Holdings LLC              06-30634
      IES College Station Holdings, LP              06-30636
      IES College Station Management LLC            06-30640
      IES Communications, Inc.                      06-30646
      IES Contractors Holdings LLC                  06-30649
      IES Contractors, Inc.                         06-30656
      IES Contractors Management LLC                06-30652
      IES Decatur, Inc.                             06-30660
      IES East McKeesport, Inc.                     06-30661
      IES ENC, Inc.                                 06-30670
      IES ENC Management, Inc.                      06-30664
      IES Federal Contract Group, L.P.              06-30672
      IES Holdings II LLC                           06-30677
      IES Holdings LLC                              06-30679
      IES Management, LP                            06-30687
      IES Management ROO, LP                        06-30682
      IES Meridian, Inc.                            06-30689
      IES New Iberia, Inc.                          06-30692
      IES Oklahoma City, Inc.                       06-30696
      IES Operations Group, Inc.                    06-30698
      IES Properties Holdings II LLC                06-30702
      IES Properties Holdings, Inc.                 06-30703
      IES Properties, Inc.                          06-30609
      IES Properties, LP                            06-30614
      IES Properties Management, Inc.               06-30706
      IES Raleigh, Inc.                             06-30617
      IES Rapid City, Inc.                          06-30621
      IES Residential Group, Inc.                   06-30624
      IES Specialty Lighting, Inc.                  06-30628
      IES Valdosta, Inc.                            06-30632
      IES Ventures Inc.                             06-30642
      IES Wilson, Inc.                              06-30651
      Integrated Electrical Finance, Inc.           06-30654
      Intelligent Building Solutions, Inc.          06-30659
      J.W. Gray Electric Co., Inc.                  06-30662
      J.W. Gray Electrical Contractors LP           06-30666
      J.W. Gray Holdings II LLC                     06-30671
      J.W. Gray Holdings, LLC                       06-30674
      J.W. Gray Management LLC                      06-30684
      Kayton Electric, Inc.                         06-30688
      Key Electrical Supply, Inc.                   06-30694
      Linemen, Inc.                                 06-30700
      Mark Henderson, Incorporated                  06-30707
      Menninga Electric, Inc.                       06-30711
      Mid-States Electric Company, Inc.             06-30715
      Mills Electrical Contractors, Inc.            06-30598
      Mills Electric Holdings II LLC                06-30601
      Mills Electrical Holdings LLC                 06-30600
      Mills Electric, LP                            06-30597
      Mills Management LLC                          06-30599
      Mitchell Electric Company, Inc.               06-30718
      M-S Systems, Inc.                             06-30720
      Murray Electrical Contractors, Inc.           06-30725
      NBH Holding Co., Inc.                         06-30728
      Neal Electric LP                              06-30729
      Neal Electric Management LLC                  06-30605
      New Technology Electrical Contractors, Inc.   06-30608
      Newcomb Electric Company, Inc.                06-30612
      Pan American Electric Company, Inc.           06-30618
      Pan American Electric, Inc.                   06-30623
      Paulin Electric Company, Inc.                 06-30627
      Pollock Electric, Inc.                        06-30631
      Pollock Summit Electric LP                    06-30637
      Pollock Summit Holdings II LLC                06-30639
      Pollock Summit Holdings, Inc.                 06-30643
      PrimeNet, Inc.                                06-30647
      Primo Electric Company                        06-30650
      Raines Electric Co., Inc.                     06-30655
      Raines Electric LP                            06-30658
      Raines Holdings II LLC                        06-30663
      Raines Holdings LLC                           06-30667
      Raines Management LLC                         06-30669
      Riviera Electric, LLC                         06-30675
      RKT Electric, Inc.                            06-30678
      Rockwell Electric, Inc.                       06-30681
      Rodgers Electric Company, Inc.                06-30685
      Ron's Electric, Inc.                          06-30691
      SEI Electrical Contractor, Inc.               06-30695
      Spectrol, Inc.                                06-30699
      Summit Electric of Texas, Inc.                06-30704
      Tesla Power and Automation, L.P.              06-30713
      Tesla Power GP, Inc.                          06-30716
      Tesla Power Properties, L.P.                  06-30717
      Tesla Power (Nevada) II LLC                   06-30709
      Tesla Power (Nevada), Inc.                    06-30710
      Thomas Popp & Company                         06-30719
      Valentine Electrical, Inc.                    06-30722
      Wright Electrical Contracting, Inc.           06-30724

Type of Business: Integrated Electrical Services is an electrical
                  and communications service provider with
                  national roll-out capabilities across the U.S.
                  Integrated Electrical Services offers seamless
                  solutions and project delivery of electrical and
                  low-voltage services, including communications,
                  network, and security solutions.  The Debtors
                  provide everything from system design,
                  installation, and testing to long-term service
                  and maintenance on a wide array of projects.
                  With approximately 140 locations nationwide, the
                  Debtors are prepared to seamlessly manage and
                  deliver all your electrical, security, and
                  communication requirements.
                  See http://www.ielectric.com/and
                  http://www.ies-co.com/

Chapter 11 Petition Date: February 14, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Daniel C. Stewart, Esq.
                  Michaela C. Crocker, Esq.
                  Vinson & Elkins, L.L.P.
                  2001 Ross Avenue
                  Dallas, Texas 75201
                  Tel: (214) 220-7761
                  Fax: (214) 999-7761

Debtors'
Financial
Advisor:          Gordian Group LLC

Debtors' Chief
Restructuring
Officer:          Sanford R. Edlein
                  Glass & Associates

Ad Hoc Committee
of Senior
Subordinated
Noteholders'
Legal Counsel:    Weil, Gotshal & Manges LLP

Ad Hoc Committee
of Senior
Subordinated
Noteholders'
Financial
Advisor:          Conway Del Genio Gries & Co. LLC

Financial Condition as of December 31, 2005:

      Total Assets: $400,827,000

      Total Debts:  $385,540,000

A full-text copy of the Debtors' 12-page consolidated list of 50
largest unsecured creditors is available for free at
http://ResearchArchives.com/t/s?55f


INTERPHARM HOLDINGS: Unit Obtains $41.5MM Loan from Wells Fargo
---------------------------------------------------------------
Interpharm, Inc., a wholly owned subsidiary of Interpharm
Holdings, Inc. (Amex: IPA) secured a four-year $41.5 million
senior secured credit facility from Wells Fargo Business Credit,
part of Wells Fargo & Company (NYSE: WFC).  The new credit
facility replaces Interpharm's previous $21 million credit
facility.

"We are proud to play a role in the growth of an exciting company
and pleased to provide Interpharm with the flexibility and
capacity to grow and diversify their business," said Christopher
Stavrakos, senior vice president for Wells Fargo Business Credit.
"We've developed expertise working with pharmaceutical companies
and this new facility allows us to put our experience to work for
Interpharm."

"The new facility allows us to continue our research and
development spending to further our expansion plan and goal of
adding 25 ANDAs by June 30, 2007," said George Aronson, chief
financial officer of Interpharm.  "Wells Fargo's extensive
experience as a lender to the pharmaceutical sector will be a
valuable asset to us.  In working with Wells Fargo through its due
diligence process, we were impressed by their attention to detail
and level of individualized service, and look forward to our
continuing relationship."

A full-text copy of the credit facility and its terms is available
at no charge at http://ResearchArchives.com/t/s?550

Wells Fargo Business Credit, part of Wells Fargo Bank N.A. --
http://wellsfargo.com/-- provides middle market businesses with
asset-based financing and accounts receivable factoring.  Wells
Fargo & Company is a diversified financial services company with
$482 billion in assets, providing banking, insurance, investments,
mortgage and consumer finance to more than 23 million customers
from more than 6,200 stores and the internet across North America
and elsewhere internationally.  Wells Fargo Bank, N.A. is the only
bank in the United States to receive the highest possible credit
rating, "Aaa," from Moody's Investors Service.

Based in Hauppauge, New York, Interpharm is engaged in the
business of developing, manufacturing and marketing generic
prescription strength and over-the-counter pharmaceutical
products.  Interpharm is focused on setting the pace in the
generic pharmaceutical industry by increasing its product lines,
investing in the future, and continuing sound business principles.

                          *     *     *

On Sept. 30, 2005, Interpharm Holdings, Inc. was in default of
financial covenants that the Company had to comply with HSBC Bank
after Interpharm obtained a new $21 million credit facility from
the same Bank.  The Company has received a waiver from the Bank of
the financial default covenants related to the four advised lines.
With respect to the mortgage loan, the Bank has waived the
financial covenant defaults incorporated in the mortgage note as
well as the cross default provisions within the four advised lines
through Oct. 1, 2006.


INTERSTATE BAKERIES: Sells Miami Property to Amerco for $12.25MM
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approved the sale of Interstate Bakeries Corporation and its
debtor-affiliates' real estate property at 8700 Northwest 77th
Court in Miami, Florida, to Amerco Real Estate Company for
$12,250,000.  RMS III, L.L.C., lost the bidding.

The Miami Property includes 12.68 acres of land with a 184,000-
square foot building that the Debtors formerly operated as a
bakery, with the bakery machinery and equipment still remaining
in the Building.  Currently, the Debtors are using the Property
for the operation of a truck depot.

The Court orders the Debtors to pay to the Miami-Dade County Tax
Collector at Closing:

    (a) outstanding 2004 personal property taxes with respect to
        the Property in the principal amount of $43,639 and
        interest of $2,815; and

    (b) outstanding 2004 real property taxes in the principal
        amount of $96,818 and interest of $6,245.

The Miami-Dade County Tax Collector has agreed to accept $149,516
in full settlement of its Claim against the Property for taxes
through December 31, 2005.  Consequently, the Debtors should have
no further liability to the Miami-Dade Tax Collector for real or
personal property taxes with respect to the Property.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Has Until March 21 to Decide on Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extends Interstate Bakeries Corporation and its debtor-affiliates'
deadline to assume or reject unexpired leases and subleases of
nonresidential real property to March 21, 2007.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, told the Court that currently, the Debtors
are lessees with respect to approximately 1,000 Real Property
Leases.

As previously reported, the Debtors filed:

    (i) 18 motions rejecting an aggregate of approximately 293
        leases prior to Dec. 29, 2005; and

   (ii) a motion requesting authority to reject 46 additional Real
        Property Leases.

The Debtors are in the second stage of their operational
turnaround -- an exhaustive analysis of each of the Debtors' ten
profit centers on an individual basis.  The Debtors obtained
authority to take actions necessary to consolidate operations in
nine of its profit centers.  The Debtors have rejected leases as a
result of those consolidations.  The Debtors are continuing to
evaluate its remaining operations.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTRAWEST CORP: Earns $69.3MM of Net Income in 2nd Fiscal Quarter
-----------------------------------------------------------------
Intrawest Corporation disclosed the results for the second quarter
of fiscal year 2006, ended December 31, 2005.

For the second quarter of fiscal 2006 the company reported net
income, including discontinued operations, of $69.3 million
compared to a net loss of $7.1 million.

During the second quarter the company closed on the sale of a
majority of its interest in Mammoth Mountain Ski Area for a net
gain of $60.0 million after income taxes of $47.3 million.  The
gain and Mammoth Mountain's results to the sale date are
classified as discontinued operations.

Income from continuing operations was $11.3 million compared to a
loss of $10.5 million during the same period last year.  Income
from continuing operations in the second quarter of last year
included call premium and other redemption costs of $28.1 million
as the company refinanced senior notes to take advantage of lower
interest rates.  Total Company EBITDA (earnings before interest,
income taxes, non-controlling interest, depreciation and
amortization and any non-recurring items) for the quarter
decreased to $38.4 million from $52.0 million during the same
period last year due mainly to a strike by unionized employees at
Tremblant and reduced destination visitors in the early winter
season at resort operations in British Columbia.

"Completing the sale of Mammoth Mountain Ski Area has strengthened
our balance sheet considerably and we remain focused on our
strategy of maximizing return on capital," said Joe Houssian,
chairman, president and chief executive officer of Intrawest
Corporation.  "Although our second quarter operating results were
impacted by the strike at Tremblant and reduced destination
visitors at our resort operations in British Columbia, other parts
of our business such as Abercrombie & Kent performed extremely
well."

Quarter Highlights

   -- The sale of a majority interest in Mammoth Mountain Ski Area
      resulted in an after-tax gain of $60 million.  Intrawest has
      retained a 15 per cent interest in the world-class resort;

   -- Abercrombie & Kent reported a 42 per cent increase in
      adventure-travel tour EBITDA;

   -- A strike at Tremblant and reduced destination visitors in
      the early winter season at resort operations in British
      Columbia led to a reduction in resort and travel operations
      EBITDA;

   -- December 2005 was a record month for real estate launches
      achieving pre-sale revenues of $534 million.

"Our real estate division had an impressive quarter, achieving
record pre-sale revenue of $534 million in December," added Mr.
Houssian.  "With our recent pre-sale success at Honua Kai on Maui
and The Village of Imagine in Orlando, we will continue to seek
out opportunities to add warm-weather locations to our real estate
portfolio."

              Three Months Ended December 31, 2005
       Compared With Three Months Ended December 31, 2004

Net income was $69.3 million in the 2005 quarter compared with a
net loss of $7.1 million in the 2004 quarter.  The Company sold
the majority of its interest in Mammoth Mountain Ski Area in the
2005 quarter and recognized a gain of $60.0 million on the
transaction.  This gain, as well as Mammoth's results to the sale
date (including the 2004 quarter comparatives), have been
classified as discontinued operations.  Income from continuing
operations was $11.3 million in the 2005 quarter compared with a
loss from continuing operations of $10.5 million in the 2004
quarter.  The loss in the 2004 quarter included $28.1 million of
call premium and other costs to redeem $359.9 million of senior
notes.  Total Company EBITDA decreased from $52.0 million to
$38.4 million due mainly to reduced early winter season EBITDA at
the Company's mountain resorts.

Income from discontinued operations was $57.9 million in the 2005
quarter compared with $3.4 million in the 2004 quarter.  The
amount in the 2005 quarter comprised the gain on the Mammoth sale
of $60.0 million, net of income taxes of $47.3 million, and a net
loss from operations from October 1 to October 31, 2005 (the
effective date of the sale) of $2.1 million.  The amount in the
2004 quarter reflects net income from Mammoth for the full three
months, which benefited from seasonal profitability, particularly
in December.

Headquartered in Vancouver, B.C., Intrawest Corporation (IDR:NYSE;
ITW:TSX) -- http://www.intrawest.com/-- is one of the world's
leading destination resort and adventure-travel companies.
Intrawest has interests in 10 mountain resorts in North America's
most popular mountain destinations, including Whistler Blackcomb,
a host venue for the 2010 Winter Olympic and Paralympic Games.
The company owns Canadian Mountain Holidays, the largest heli-
skiing operation in the world, and a 67% interest in Abercrombie &
Kent, the world leader in luxury adventure travel.  The Intrawest
network also includes Sandestin Golf and Beach Resort in Florida
and Club Intrawest -- a private resort club with nine locations
throughout North America.  Intrawest is developing five additional
resort village developments at locations in North America and
Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit and 'B+' senior unsecured debt ratings on ski and
golf resort operator Intrawest Corp.  S&P said the outlook is
stable.

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

     -- U.S. dollar-denominated 7.5% senior notes, due 2013
        rated B1

     -- Canadian dollar-denominated 7.5% senior notes, due 2009
        rated B1

   * Ratings affirmed:

     -- Senior implied rating at Ba3
     -- Senior unsecured issuer rating at B1
     -- US$350 million 7.5% senior notes due 2013 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1
     -- US$135 million 10.5% senior notes due 2010 rated B1
     -- US$125 million 10.5% senior notes due 2010 rated B1

Moody's said the ratings outlook is stable.


JAMES RIVER: Pirate Capital Demands Company Hire Investment Banker
------------------------------------------------------------------
The Board of Directors of James River Coal Company received
a letter from Pirate Capital LLC demanding that the Board
immediately:

   (a) retain an investment banking firm to pursue strategic
       alternatives, including the potential sale of James River,
       and

   (b) redeem the shareholder rights plan effective no later than
       March 15, 2006.

Pirate Capital holds a 14.5% equity stake in James River.

Pirate's letter states:

   February 10, 2006

   VIA FACSIMILE AND OVERNIGHT COURIER

   The Board of Directors
   James River Coal Company
   901 East Byrd Street
   Suite 1600
   Richmond, Virginia 23219

   Dear Board Member:

   Pirate Capital, an investment management firm with a focus on
   long-term value investing, owns on behalf of affiliated
   entities a 14.5% interest in James River Coal Company.  We have
   become increasingly concerned that James River's valuation is
   being discounted relative to its peers -- a discrepancy we
   attribute to management's failure to articulate to the
   investment community a cohesive operational and financial
   strategy, together with its demonstrated inability to meet
   earnings consensus.  This financial underperformance has led
   the rating agencies to lower credit ratings on the Company's
   senior notes to a precarious CCC+/B3.  We attribute these
   missteps to CEO Peter Socha's lack of operating experience
   within the coal industry and to the Company's lack of a CFO.
   This inexperience amongst the senior management team has become
   abundantly clear in listening to the Company's quarterly
   conference calls which can at best be described as a "free-for-
   all".  Such calls have been conducted without prepared opening
   remarks and throughout the "question and answer" session
   management has continually been incapable of effectively
   addressing basic investor questions and concerns.

   We are outraged that the Board of Directors has sat silent in
   the wake of the Company's gross mismanagement, while receiving
   egregious compensation packages under the Company's 2004 Equity
   Incentive Plan.  Additionally, we continue to be discouraged
   with the Company's archaic corporate governance policies,
   including the Company's shareholder rights plan, which promotes
   board entrenchment and discourages the maximization of
   shareholder value.

   Following the Company's emergence from Chapter 11, we entered
   our investment in the Company with the view that both
   management and the Board deserved ample opportunity to return
   the Company to financial prosperity and outline to investors a
   strategic plan to grow the Company and create shareholder
   value.  We are now convinced that the Company's senior
   management team is simply not up to the task of achieving such
   goals.  As a result, we demand that (i) the Board immediately
   retain an investment banking firm to pursue strategic
   alternatives, including the potential sale of the Company and
   (ii) immediately redeem the shareholder rights plan effective
   no later than March 15, 2006.

   Pirate Capital has had significant discussions with investment
   bankers and is highly confident that there are a number of
   strategic buyers that would be interested in purchasing the
   Company at a substantial premium to the current stock price.
   We have been advised that such a strategic transaction could
   provide existing James River investors an opportunity to
   participate in the upside of a more diversified operator with a
   stronger balance sheet and just as importantly, a deeper and
   stronger management team better positioned to derive value from
   James River's assets.

   Should the Board fail to meet Pirate Capital's demands, it is
   our intention to provide the requisite advance notice to the
   Company of our intention to solicit proxies to elect a slate of
   directors to gain control of the Board at the Company's next
   annual meeting.


                                    Sincerely,

                                    Pirate Capital LLC

                                    By: /s/Stephen E. Loukas

                     About Pirate Capital LLC

Headquartered in Norwalk, Connecticut, Pirate Capital LLC --
http://www.piratecapitalllc.com/-- manages private investment
funds.

                  About James River Coal Company

Headquartered in Richmond, Virginia, James River Coal Co. --
http://www.jamesrivercoal.com/-- mines, processes and sells
bituminous, low sulfur, steam- and industrial-grade coal through
five operating subsidiaries located throughout Eastern Kentucky.
James River's five mining complexes include 17 mines and seven
preparation plants, five of which have integrated rail loadout
facilities and two of which use a common loadout facility at a
separate location.  James River emerged from bankruptcy in May
2004 with its Central Appalachian assets.  Subsequently, the
company acquired mining assets located in the Illinois coal basin
on May 31, 2005, that currently account for approximately one
third of production.

                            *   *   *

As previously reported in the Troubled Company Reporter on Dec.
26, 2005, Moody's Investors Service affirmed these ratings:

   * $150 million of senior unsecured notes due 2012, B3
   * $100 million senior secured credit agreement, B1
   * Corporate family rating, B2

Moody's lowered this rating:

   * Speculative grade liquidity rating to SGL-4 from SGL-3

As previously reported in the Troubled Company Reporter on
Dec. 12, 2005, Standard & Poor's Ratings Services revised its
outlook on Richmond, Virginia-based James River Coal Co. to
negative from stable.  At the same time, all ratings, including
the 'B' corporate credit rating, on the company were affirmed.


JOURNAL REGISTER: Earns $12 Million in Quarter Ended Dec. 25, 2005
------------------------------------------------------------------
Journal Register Company (NYSE:JRC) reported net income of
$12.5 million for the quarter ended Dec. 25, 2005 as compared
to $15.1 million for the quarter ended Dec. 26, 2004.  For
the year ended Dec. 25, 2005, the Company reported net income
of $46.9 million, compared to $52.3 million for the year ended
Dec. 26, 2004.

Revenues for the fourth quarter ended Dec. 25, 2005 were
$140.9 million, a decrease of 2.7% as compared to the prior year
quarter.  Revenues for the full year 2005 were $556.6 million, an
increase of 18.8%.

"Despite the soft overall advertising revenue environment, we
continue to generate substantial free cash flow, which was
$65.4 million, or $1.57 per diluted share for the year ended
December 25, 2005. Chairman and Chief Executive Officer Robert M.
Jelenic said.  "Our results were driven by strength in our online
revenues as well as strong classified employment and real estate
advertising revenue.  Also, our employees throughout the Company
did an exceptional job of controlling costs allowing the Company
to maintain a strong EBITDA margin."

As of Dec. 25, 2005, Journal Register Company's net debt
outstanding was approximately $746 million.  The Company's capital
expenditures for 2005 were approximately $20 million.

As of Feb. 6, 2006, the Company had repurchased 1,870,800 shares
of its common stock since the Company recommenced its share
buyback program in April 2005.  The Company had approximately 40.2
million shares of common stock outstanding as of Feb. 6, 2006.

Journal Register Company -- http://www.journalregister.com/-- is
a leading U.S. newspaper publishing company.  Journal Register
Company owns 27 daily newspapers, including the New Haven
Register, Connecticut's second largest daily and Sunday newspaper,
and 338 non-daily publications.  Journal Register Company
currently operates 212 individual Web sites that are affiliated
with the Company's daily newspapers, non-daily publications and
its recently acquired network of employment Web sites.  All of the
Company's operations are strategically clustered in seven
geographic areas: Greater Philadelphia; Michigan; Connecticut;
Greater Cleveland; New England; and the Capital-Saratoga and
Mid-Hudson regions of New York.  The Company owns JobsInTheUS, a
network of six premier employment Web sites in New England and has
an investment in PowerOne Media, LLC, a leading provider of online
solutions for newspapers, hosting the largest online newspaper
network in the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 06, 2006,
Standard & Poor's Ratings Services assigned its 'BB' ratings and
recovery ratings of '2' to Journal Register Co.'s $1.0 billion
senior secured credit facilities, indicating a substantial
recovery (80%-100%) of principal in the event of a payment
default.  These facilities consist of $375 million revolving
credit and $625 million tranche A term loan facilities due August
2012.  The new facilities were used to refinance the former $1.05
billion in credit facilities.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the Trenton, New Jersey-headquartered newspaper
publisher.  The outlook is stable.  Journal Register had about
$755 million borrowed under the new facilities.

The company's financial profile is currently weak for the ratings.
However, ratings stability assumes that Journal Register will
focus on debt reduction in coming periods and make progress in
reducing its debt to EBITDA measure to the 5.0x and under area
that Standard & Poor's deems appropriate for the company at the
'BB' corporate credit rating.  An outlook revision to negative or
possibly a downgrade would be considered if Journal Register's
financial position deteriorates as a result of acquisitions;
additional share repurchases beyond the current authorization;
and/or meaningfully weaker operating performance.


LEUCADIA NAT'L: Fitch Affirms Low-B Sr. & Jr. Sub. Debt Ratings
---------------------------------------------------------------
Fitch affirmed these ratings of Leucadia National Corp.:

   -- Senior debt at 'BB+'
   -- Senior subordinated debt at 'BB'
   -- Junior subordinated debt at 'BB-'

Fitch also assigned a 'BB+' Issuer Default Rating (IDR) to
Leucadia and revised the Rating Outlook to Stable from Negative.
Approximately $945 million of debt is affected by Fitch's actions.

Leucadia National Corp. is a publicly traded holding company that
employs a value-oriented approach toward investing or directly
acquiring distressed or undervalued companies.  Historically,
Leucadia has invested in a wide variety of industries, including:

   * telecommunications,
   * insurance,
   * banking,
   * health care, and
   * manufacturing.

The rating affirmations and revised Rating Outlook reflect:

   * improvement in Leucadia's financial performance;

   * its substantial liquidity position; and

   * the sale of its largest investment, Wiltel Communications
     Group, LLC on Dec. 23, 2005 for a significant gain, which
     included retaining the right to receive cash payments
     totaling approximately $200 million from SBC - Wiltel's
     largest customer.

Fitch also recognizes management's demonstrated ability to make
sound investment decisions and consistency in achieving realized
gains within an investment portfolio that is weighted heavily with
undervalued assets.

As of Sept. 30, 2005, the company's readily available cash, cash
equivalents and marketable securities totaled $2.36 billion, which
included $568 million of cash and cash equivalents and $1.79
billion of debt and equity securities, substantially all of which
are publicly traded.

Leucadia's overall 'consolidated net debt position' reflected a
surplus as liquid assets of $2.36 billion exceeded outstanding
debt of $1.57 billion by roughly $790 million.  Leucadia also
maintains a $110 million unsecured bank facility, which was unused
as of Sept. 30, 2005.

In part, Leucadia's currently high liquidity reflects management's
belief that increased competition has provided fewer high
returning investment opportunities recently.  Going forward,
however, Fitch is anticipating that the company may deploy a
significant portion of its existing liquidity toward new
investments and acquisitions or may make a substantial cash
dividend payment to shareholders.

Relative to Leucadia's value-oriented investment strategy and the
concentration risk inherent in the portfolio, overall leverage
also remains modest.  Consolidated debt to tangible equity equaled
0.45x at Sept. 30, 2005 and has averaged 0.55x over the past five
years.

The nature of Leucadia's portfolio and focus on generating long-
term asset growth versus earnings growth tends to dampen operating
results and create potentially unstable cashflows. Also,
concentration risk may be significant in the portfolio, with
regard to individual investments or exposures to particular
industry sectors.

At the current ratings, Fitch recognizes Leucadia's reliance on
assets sales to generate positive cashflow and pre-tax income.
Consequently, Fitch expects the company to continue its practice
of maintaining more-than-adequate liquidity and modest leverage to
maximize operating flexibility, and to ensure the timely repayment
of debt.  Further clarity concerning the company's acquisition
strategy, investment criteria, and operating parameters could
likely generate additional positive rating momentum.


LUXFER HOLDINGS: Moody's Junks Rating on GBP160 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Luxfer
Holdings Plc.  This concludes the rating review initiated on 25
January 2005.

Ratings affected are as follows:

   * Corporate Family Rating downgraded to Caa2 from Caa1

   * GBP160.0 million 10.125% senior notes due 2009 downgraded to
     Caa3 from Caa2

The rating outlook is negative.

Luxfer's Caa3 rating reflects the company's continuing weak
operating and cash flow performance, exacerbated by very limited
liquidity which raises the concern that the potential of a default
scenario resulting in a meaningful loss to bond holders is now
higher.


The downgrade of Luxfer's senior notes to Caa3 from Caa2 reflects
Moody's concerns regarding the increase in loss severity to the
senior note holders in a default scenario.  Moody's notes that the
company has the potential under the bond indenture to incur
additional senior secured debt above the notes.

The negative outlook reflects Moody's concerns regarding:

   (i) any potential further deterioration in Luxfer's operating
       performance; and

  (ii) ongoing concerns with respect to the company's liquidity
       and ability to grow cash flows in order to meet its
       operating and financial obligations over the near term.

During 2005, Luxfer's operating performance showed minor signs of
improvement which halted somewhat the deterioration in debt
protection measures observed since 2003.  Moody's anticipates a
slight marginal improvement in credit metrics for FYE 2005 in
comparison with the previous year's results.

In 2005, Luxfer benefited from the savings related to the
downsizing of its Specialty Aluminium operations and from ongoing
implementation of other cost-cutting initiatives.  However, soft
demand within the automotive and the aerospace industries for
relatively high added-value products such as magnesium die-casting
and high performance alloys, and continuing exposure to increases
in raw material prices and energy costs, almost completely offset
the gains obtained through a leaner cost structure.  As a
consequence, Luxfer's profitability remained weak with Adjusted
EBITDA margins at around 9.5% for the quarter ended Sept. 30 2005.

Ongoing weak cash generation remains a significant concern for
Moody's as Luxfer is expected to report negative operating cash
flow for the second consecutive year because limited contributions
from operating activities are drained by working capital
requirements and by material cash interests costs.  The company's
liquidity is further stressed by capital expenditure requirements
which Moody's anticipates to be in the range of GBP7-8 million for
fiscal year-end 2005.

As at Sept. 30, 2005 Luxfer had GBP3.5 million of cash and cash
equivalents on the balance sheet, and availability of GBP9.5
million under its 12-month GBP30 million revolving credit facility
which is subject to annual renewal each January.  It is Moody's
understanding that the company is now in the final stages of
negotiating credit facilities to meet its financing requirements.
If the company is unable to obtain sufficient financing the
ratings would come under immediate downward pressure.

Headquartered in Manchester, United Kingdom, Luxfer specialises in
the design and manufacture of high-pressure aluminium gas
cylinders, as well as aluminium-, zirconium-, and magnesium-based
engineering products for use in the aerospace, automotive, medical
and general engineering industries.  For the nine months ended
Sept. 30, 2005, Luxfer reported consolidated revenues of GBP176
million.


MERISTAR HOSPITALITY: Incurs $113.7M Net Loss in Fourth Quarter
---------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX) reported its
financial results for the full year and fourth quarter ended
December 31, 2005.   Highlights of the company's performance
include:

                                     Q4 2005    Q4 2004    FY 2005    FY
2004
                                     -------    -------    -------    ------
-
    Net Loss (in millions)           $(113.7)   $(17.7)    $(241.6)
$(96.3)
    Net Loss per Diluted Share        $(1.30)   $(0.20)     $(2.76)
$(1.18)
    Adjusted FFO per Diluted Share     $0.17     $0.09       $0.71     $0.40
    Adjusted EBITDA (in millions)      $44.8     $40.6      $189.6    $164.0
    RevPAR Increase                     14.8%                 10.5%
    ADR Increase                         9.4%                 10.3%
    Occupancy Increase                   4.9%                  0.3%

   -- Full year 2005 comparable hotel gross operating profit
      margins rose 144 basis points, and comparable hotel EBITDA
      margins increased 176 basis points;

   -- Business interruption (BI) insurance gain of $2.8 million
      and $7.1 million (based on insurer recognition to date from
      losses resulting from the 2004 Florida hurricanes) included
      in fourth quarter and full year 2005, respectively, in net
      income, adjusted FFO and adjusted EBITDA.  The BI insurance
      gain amount is $1.2 million below previous guidance;

   -- Net loss includes non-cash impairment charges of
      $153.6 million for the full year 2005 and $106.6 million for
      the fourth quarter 2005 related to the company's asset
      disposition program.

"Our 2005 results demonstrated the ability of our portfolio to
deliver consistently strong operating results," said Paul W.
Whetsell, chairman and chief executive officer.  "We are realizing
the benefits of our three-year renovation program and the
repositioning of our portfolio.   Moreover, we have made
significant progress on our plan to take advantage of the
prevailing real estate market valuations and have sold assets at
prices that increase shareholder value and provide increased
financial strength, as well as greater visibility towards
restoring our common dividend.

"Our management team remained focused and active in early 2006.
We have taken several actions since year end that will greatly
accelerate our capital structure improvement and provide a
stronger platform for future growth," Mr. Whetsell added.  The
company completed the following:

   -- executed a previously announced agreement with an affiliate
      of The Blackstone Group to sell nine hotels and a golf and
      tennis club for approximately $367 million, with the
      transaction expected to close by the end of the first
      quarter;

   -- sold an additional six assets (1,269 rooms) in January
      in several transactions for total gross proceeds of
      $115 million;

   -- reached an agreement to settle the company's Hurricane
      Charley insurance claims for a total value of $202.5 million
      after deductibles.  The settlement will result in an
      $82.5 million payment in February;

   -- issued an irrevocable redemption notice to call $100 million
      of its 10.5 percent senior unsecured debt at the call price
      of 105.25%.  The notes will be redeemed in early March.

"We have substantially and successfully concluded our asset
disposition plan and intend to promptly apply these proceeds to
repay our senior unsecured notes," Mr. Whetsell stated.  "These
actions will significantly improve our financial flexibility and
interest coverage, providing us a much broader ability to address
business issues and further enhance shareholder value."

Donald D. Olinger, chief financial officer stated, "We are very
pleased to have worked with our insurance companies to reach a
settlement of our Hurricane Charley claim at a coverage level that
adequately addresses our restoration obligations and supports our
business interruption income recognition.  Completing the claim
process will enable us to better plan our business and focus on
operations."

                           Asset Sales

As previously reported, the company sold five hotels in the 2005
fourth quarter for total gross proceeds of $58.5 million, and
retired $27 million in secured debt in the quarter.  For the full
year 2005, the company sold nine properties with gross proceeds
totaling $104 million.

The company also sold six properties in January 2006 for total
proceeds of $115 million and repaid an additional $23 million in
secured debt.  The properties include:

    - Courtyard Durham, North Carolina (146 rooms)
    - Hilton Grand Rapids Airport, Michigan (224 rooms)
    - Radisson Annapolis, Maryland (219 rooms)
    - Doubletree Hotel Dallas, Texas (289 rooms)
    - Hilton Romulus Airport, Michigan (151 rooms)
    - Holiday Inn Fort Lauderdale, Florida (240 rooms)

In addition, the company recently announced it had signed a
definitive agreement to sell 10 properties to an affiliate of The
Blackstone Group for $367 million.  The transaction is expected to
close by the end of the first quarter.

"Following the completion of the Blackstone transaction, we will
have sold 25 assets for $586 million since the beginning of 2005.
This group of 25 properties contributed over $30 million in
adjusted EBITDA for the full year 2005.  These sales essentially
complete our asset disposition program, with only six properties
remaining for disposition that are expected to generate
approximately $70 million in proceeds.  We plan to use the
majority of the proceeds from our asset disposition program to
reduce our overall debt levels," Mr. Whetsell stated.

                            Guidance

The company provided the following range of estimates for the full
year and first quarter 2006:

   -- RevPAR growth of 7 to 9 percent for the full year and 10 to
      12 percent in the first quarter;

   -- Net income (loss) of $7 to $11 million for the full year and
      $(5) to $(8) million in the first quarter;

   -- Adjusted EBITDA of $177 to $181 million for the full year
      and $45 to $48 million in the first quarter;

   -- Net income (loss) per diluted share of $0.08 to $0.13 for
      full year and $(0.06) to $(0.09) for the first quarter;

   -- Adjusted FFO per diluted share of $0.88 to $0.92 for the
      full year and $0.13 to $0.16 in the first quarter.

"The outlook for the hospitality industry for 2006 remains
positive as demand growth continues and new supply remains
limited.  Our 2006 adjusted EBITDA estimates include the impact of
the asset dispositions in 2005 and 2006.  Following our healthy
margin expansion in 2005, we expect 2006 margins to grow between
125 and 150 basis points as we see some impact of increased
energy, labor and insurance costs, as well as an increase in
franchise fees resulting from our recent brand conversions and
franchise renewals," Mr. Whetsell said.  "Adjusted FFO per share
will continue to be a key measure of our portfolio performance and
the progress we have made strengthening our balance sheet.
Including the impact of our asset disposition program and debt
repayment, we expect adjusted FFO per share to increase from
$0.71 per share in 2005 to $0.88 to $0.92 per share in 2006 with
first quarter adjusted FFO per share of $0.13 to $0.16," Mr.
Whetsell added.

Headquartered in Arlington, Virginia, MeriStar Hospitality
Corporation -- http://www.meristar.com/-- operates as a real
estate investment trust (REIT). It owns a portfolio of upscale and
full-service hotels and resorts in the United States. The
company's hotels are located in metropolitan areas, secondary
markets, or resort locations in 22 states and the District of
Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services raised its ratings on hotel
operating company MeriStar Hospitality Corp., including its
corporate credit rating to 'B' from 'B-'.

S&P said the outlook is stable.


METROPOLITAN MORTGAGE: Judge Williams Confirms Chapter 11 Plan
--------------------------------------------------------------
The Hon. Patricia C. Williams of the U.S. Bankruptcy Court for the
Eastern District of Washington confirmed, on Feb. 13, 2006,
Metropolitan Mortgage & Securities Co., Inc., and Summit
Securities Inc.'s Amended Joint Plan of Reorganization.

Judge Williams determined that the Plan satisfies the 13 standards
for confirmation required under Section 1129(a) of the Bankruptcy
Code.

             Summary of the Amended Joint Plan

The Amended Joint Plan focuses upon maximizing and expediting
distributions to creditors through the efficient liquidation of
all remaining assets of the Debtors.  Because the amount owing on
the Debtors' Debt Securities, which total approximately $470
million far exceeds the likely total value of the Debtors'
combined remaining assets, the main focus of the Plan is to
maximize the percentage recovery of Debt Security holders and
other unsecured creditors from the limited pool of remaining
assets.

The Plan contemplates that after payment of secured claims,
priority claims and administrative expenses, only certain
unsecured creditors will receive distributions under the Plan.
The holders of Equity Securities will have their securities
canceled and will receive no distributions under the Plan or
interests in the Creditors' Trusts.

The Plan provides for the establishment of two trusts:

  1) the Metropolitan Creditors' Trust, whose sole beneficiaries
     are certain unsecured creditors of Metropolitan, primarily
     the holders of Metropolitan's Debt Securities; and

  2) the Summit Creditors' Trust, whose sole beneficiaries are
     certain unsecured creditors of Summit Securities, primarily
     the holders of Summit's Debt Securities.

              Projected Plan Distributions to
               General Unsecured Creditors

Within the next year, beneficiaries of the Metropolitan Creditors'
Trust may receive up to 14 cents for every dollar of their claims
from the net proceeds of Metropolitan Core Assets and
beneficiaries of the Summit Creditors' Trust may receive up to 14
cents for every dollar of their claims from the net proceeds of
Summit Core Assets.

Beneficiaries of the Creditors' Trusts may receive an additional
estimated 15-18 cents for every dollar of their claims from
recovery from the D&O Policies, Avoidance Actions and the sale of
the Insurance Companies.  In addition, there may be other
distributions in the next year to beneficiaries of the Creditors'
Trusts from other Causes of Action, excluding Avoidance Actions.

            Treatment of General Unsecured Claims
        for Metropolitan Mortgage and Summit Securities

General Unsecured Claims of Metropolitan Mortgage, totaling
approximately $357,245,839, will receive a Pro Rata beneficial
interest in the Metropolitan Creditors' Trust, with that Pro Rata
beneficial interest to be determined as if Metropolitan Mortgage's
General Unsecured Claims and Intercompany Affiliate Claims were a
single Class.

General Unsecured Claims of Summit Securities, totaling
approximately $157,909,000 will receive a Pro Rata beneficial
interest in the Summit Creditors' Trust, with that Pro Rata
beneficial interest to be determined as if Summit Securities'
General Unsecured Claims and Intercompany Affiliate Claims were a
single Class.

A full-text copy of the Third Amended Disclosure Statement is
available for a fee at http://ResearchArchives.com/t/s?554

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.
04-00757), along with Summit Securities Inc., on Feb. 4, 2004.
Bruce W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and
Doug B. Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks,
Elliot & McHugh represent the Debtors in their restructuring
efforts.  When Metropolitan Mortgage filed for chapter 11
protection, it listed total assets of $420,815,186 and total debts
of $415,252,120.


METSO CORP: Acquires Paper Machine Manufacturer in China
--------------------------------------------------------
Metso Paper entered an agreement to buy the entire share capital
of Shanghai-Chenming Paper Machinery Co. Ltd, a Chinese
manufacturer of paper machines.  The company is currently owned by
Shandong Chenming and Shanghai Heavy Machinery, and it is located
in the Shanghai area in Jiading.  The finalization of the
transaction is subject to approval by the Chinese authorities.
The transaction value will be published after the finalization.

The Shanghai-Chenming Paper Machinery's foundry and machine shop
manufacture primarily narrow paper and board machines for the
Chinese market as well as dry-end components.  The company employs
630 people, and its net sales in 2004 amounted to about EUR13
million.

"When finalized, the acquisition will enable us to better serve
not only our Chinese customers but also the pulp and paper
industry in Asia.  The Shanghai area is also excellent in terms of
developing the purchasing function," notes Risto Hautamaki,
President, Metso Paper.

China's paper industry is growing strongly.  Since the year 2000,
about half the orders for new, big paper manufacturing lines have
come from China.  Metso Paper is a leading supplier of paper
machinery in China, and its strategic objective is to strengthen
its presence in customer service, servicing, manufacturing, and
sourcing.

The company's current main owner, Shandong Chenming, is one of the
biggest paper manufacturers in China and a Metso Paper customer.
Metso Paper has delivered several paper machines to Shandong
Chenming's mills in Shouguang and Wuhan.  The most recent order
was for the world's biggest deinking and paper manufacturing
lines, which will start up at the end of 2006.

Headquartered in Helsinki, Finland, Metso Corporation --
http://www.metso.com/-- is a global engineering and technology
corporation with 2005 net sales of approximately EUR4.2 billion.
Its 22,000 employees in more than 50 countries serve customers in
the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.

                        *     *     *

Metso's 5-1/8% senior notes due 2009 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB rating.


MID OCEAN: Fitch Lowers Two Notes Classes Ratings to CCC from B-
----------------------------------------------------------------
Fitch Ratings affirmed the A-1L class and downgraded the A-2 and
A-2L classes of notes issued by Mid Ocean CBO 2000-1 Ltd.  These
rating actions are effective immediately:

   -- $196,111,511 class A-1L notes affirmed at 'BB'
   -- $16,500,000 class A-2 notes to 'CCC' from 'B-'
   -- $15,000,000 class A-2L notes to 'CCC' from 'B-'
   -- $12,500,000 class B-1 notes remain at 'C'

Mid Ocean CBO 2000-1 Ltd. is a collateralized debt obligation
managed by Deerfield Capital Management that closed Jan. 8, 2001.
Mid Ocean is composed of:

   * residential mortgage-backed securities;
   * commercial mortgage-backed securities;
   * asset-backed securities; and
   * collateralized debt obligations.

On Jan. 2, 2006, Mid Ocean officially ended its five-year
revolving period as required in the transaction's indenture.

Since the last rating action on June 7, 2005, the collateral has
continued to experience downgrades of several assets.  As of the
Jan. 3, 2006 payment date report the weighted average rating
factor (WARF) increased to 33 ('BBB-/BB+') from 30 ('BBB-/BB+')
versus a test level of 16 ('BBB/BBB-') reflecting overall negative
credit migration.

The Class A and Class B overcollateralization (OC) ratios and the
interest coverage (IC) ratio are well below their required test
levels.  The class A OC ratio decreased to 101.1% from 102.8%
versus a test trigger of 105%.  The class B OC ratio decreased to
95.5% from 97.6% versus a test trigger of 101%.  The IC ratio
decreased to 109.6% from 116.2% versus a test trigger of 122%.

As a result of its analysis, Fitch anticipates that class A-2 and
A-2L noteholders will continue to experience an impairment of
principal and interest over the remaining life of the transaction.


MUSICLAND HOLDING: Withdraws Move to Pay Critical Vendor Claims
---------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates told the U.S.
Bankruptcy Court for the Southern District of New York that a
parade of horribles would follow if the company wasn't authorized
to pay 22 Critical Vendors up to $4,000,000 on account of their
prepetition claims.  The request drew fire from a number of
directions.  Without responding to the objections, the Debtors
withdrew the request to make the payment.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New York,
argued that if the 22 favored single-source vendors withheld
shipments that would harm the Debtors and that the Critical
Vendors would themselves be irreparably damaged by the Debtors'
failure to pay their prepetition claims.

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: Final Cash Collateral Hearing is February 17
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 23, 2006, Judge Stuart M. Bernstein of the U.S. Bankruptcy
Court for the Northern District of Georgia approved Musicland
Group Inc. and its debtor-affiliates' request to use the Cash
Collateral on an interim basis.

According to Craig Wassenaar, chief financial officer of
Musicland Holding Corp., the Debtors required the use of the Cash
Collateral to, among other things, pay present operating expenses,
including payroll, and to pay vendors on a going-forward basis to
ensure a continued supply of materials essential to the Debtors'
continued viability.

The Debtors will limit their use of cash collateral to amounts
specified in a 12-Week Budget.  A full-text copy of Musicland's
week-by-week Cash Flow Forecast through March 31, 2006, is
available at no charge at http://ResearchArchives.com/t/s?476

                            *    *    *

The Court has rescheduled the Final Cash Collateral Hearing to
February 17, 2006, at 10:00 a.m.

The Debtors can continue to use the Cash Collateral up to the
conclusion of that hearing.

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


NEWQUEST INC: Loan Repayment Cues Moody's to Withdraw B1 Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the B1 senior secured debt
rating of NewQuest Inc.'s senior secured term loan following the
full repayment of the loan on Feb. 8, 2006.  The debt was retired
using the proceeds from the recent initial public offering by the
parent holding company, HealthSpring, Inc.  The Ba2 insurance
financial strength rating of the company's Tennessee subsidiary,
HealthSpring of Tennessee, Inc., and the B1 rating of NewQuest's
senior secured revolving facility remain under review for possible
upgrade.


NORTEL NETWORKS: Will Pay $2.4 Billion to Settle Shareholder Suits
------------------------------------------------------------------
Mark Heinzl at The Wall Street Journal reports that Nortel
Networks Corp. agreed to pay more than $2.4 billion in cash and
stock to settle shareholder lawsuits over the company's accounting
fraud.

The company said the settlement would be funded with $575 million
in cash and 628.7 million Nortel shares.  Moreover, the company
said that it would contribute half of any payments it receives
from ongoing litigation by Nortel against former Chief Executive
Frank Dunn, and former finance executives Douglas Beatty and
Michael Gollogly.  Those three were among 10 senior executives
Nortel fired in 2004 as the accounting scandal was unfolding.

Nortel later said an independent investigation concluded that top
officials manipulated the company's results to show a profit that
led to the payment of bonuses to senior management.  About a year
ago, Nortel filed restated 2003 financial statements that slashed
reported net income for that year by 41%.

The agreement is the fifth-largest class action settlement.

Nortel's new Chief Executive Officer Mike Zafirovski says the
deal's good because it allows him to focus on reviving sales and
winning back customers.

Analysts said Nortel would be able to fund the cash portion of the
proposed settlement from its cash balance of about $3 billion as
of Sept. 30, 2005.  But the settlement attests how sloppy
accounting controls can prove costly and marks a setback as Nortel
struggles to regain some of its former glory.  For the first nine
months of last year, Nortel reported a loss of $109 million, or
three cents a share, on revenue of $8.05 billion.

Rory Buchalter, an analyst with Dominion Bond Rating Service in
Toronto, told Mr. Heinzl that Nortel was essentially forced to
fund the settlement largely with shares, because it must keep a
healthy cash balance to show customers it has financial
flexibility and ensure that it meets a minimum $1 billion cash
requirement tied to a recent bank facility.  Nortel could face
further payments tied to actions by the U.S. Securities and
Exchange Commission and by participants in the company's pension
plan, the bond-rating agency noted.

The settlement will further dilute Nortel's shareholder base,
hampering the company's ability to boost earnings per share.  The
company had some 4.3 billion shares outstanding as of Sept. 30,
2005, the legacy of a failed acquisition binge during the
technology heyday several years ago and subsequent issuance of
shares to raise cash.

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

Nortel Network Corp.'s 4-1/4% Senior Notes due 2008 carry Moody's
Investors Service's B3 rating and Standard & Poor's B- rating.

As previously reported in the Troubled Company Reporter on
Feb. 10, 2006, Standard & Poor's affirmed its 'B-' long-term and
'B-2' short-term corporate credit ratings on the company.


NORTHWESTERN CORP: Inks Confidentiality Pact with Black Hills
-------------------------------------------------------------
The Board of Directors of NorthWestern Corporation d/b/a
NorthWestern Energy (NASDAQ: NWEC) provided an update to its
stockholders regarding its ongoing review of strategic
alternatives.

As previously announced on Dec. 6, 2005, the Board directed
management and its financial advisor Credit Suisse to commence an
evaluation of all strategic alternatives to maximize value for all
stockholders.  In connection with this review, NorthWestern has
entered into confidentiality agreements with a select number of
parties who have expressed an interest in participating in the
process.  The Company expects formal due diligence to commence as
early as this week.

The Board said that it is gratified by the quality of the
expressions of interest received thus far and that such interest
demonstrates that the strategic review process is the best means
of maximizing stockholder value.

At this time, the Board has not decided to pursue any specific
strategic alternative.  It is expected that the Board will make
its determination following completion of due diligence and
confirmation of interest by parties, which may take several weeks.
The Board has informed all interested parties that it may
terminate the process at any time and that there is no guarantee
that any transaction will take place.

Black Hills entered into a confidentiality agreement with the
Company

                        About Black Hills

Black Hills Corporation -- http://www.blackhillscorp.com/-- is a
diversified energy company.  Black Hills Energy, the wholesale
energy business unit, generates electricity, produces natural gas,
oil and coal, and markets energy.  The company's retail businesses
are Black Hills Power, an electric utility serving western South
Dakota, northeastern Wyoming and southeastern Montana; and
Cheyenne Light, Fuel & Power, an electric and gas distribution
utility serving the Cheyenne, Wyoming vicinity.

                       About NorthWestern

NorthWestern Corporation, d/b/a NorthWestern Energy --
http://www.northwesternenergy.com/-- is one of the largest
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska. On Sept. 14, 2003, Northwestern filed a
voluntary petition for relief under chapter 11 of the Bankruptcy
Code.  The U.S. Bankruptcy Court fort he District of Delaware
confirmed Northwestern's Plan of Reorganization on Oct. 19, 2004
and the plan became effective on Nov. 1, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc Plan Committee
overseeing the remaining claims reconciliation and settlement
process.


NRG ENERGY: Closes Acquisition of Texas Genco in Cash & Stock Deal
------------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG), closed its acquisition of Texas
Genco LLC.

The Company expects the combination with Texas Genco to generate
substantial future earnings and cash flow growth, further
strengthening NRG's financial profile.

"In addition to being value enhancing to all stakeholders, we
believe this transaction positions NRG to be the premier wholesale
energy provider in each of the regions we operate," said David
Crane, NRG's President and Chief Executive Officer.  "Furthermore,
the fact we were able to complete this transaction in only four
months is a testament to the professionalism of both companies'
people and is an excellent indicator of what we are confident will
be a quick and effective integration."

The final purchase price consisted of:

      * $4.4 billion in cash,
      * $2.7 billion in assumed Texas Genco debt, and
      * 35.4 million shares of NRG common stock.

NRG partially funded the acquisition with the net proceeds from
its public offerings of common stock ($1.0 billion), which closed
on January 31, 2006, and mandatory convertible preferred stock
($500 million) and unsecured senior notes ($3.6 billion).  In
addition, NRG entered into a senior secured credit facility
consisting of a $3.58 billion term loan facility, a $1.0 billion
revolving credit facility and a $1.0 billion synthetic letter of
credit facility.

In conjunction with the acquisition closing, NRG has made two
management appointments.  Steve Winn, previously the head of
mergers and acquisitions for NRG, has been promoted to NRG's
Executive Vice President and Regional President, Texas and will
run NRG's newest and largest region.  Additionally, Thad Hill,
previously Executive Vice President of Strategy & Business
Development at Texas Genco, has been named Executive Vice
President, Corporate Business Development and Strategic Planning
for NRG.

With the addition of Texas Genco, NRG currently owns and operates
a diverse portfolio of power-generating facilities capable of
generating more than 25,000 megawatts of power.  The facilities
are located primarily in Texas and in the Northeast, South Central
and Western regions of the United States.  NRG's 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, Germany and Brazil.

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.

                         *     *     *

Moody's Investors Service has withdrawn certain of the ratings for
NRG Energy, Inc., and all of the ratings for Texas Genco, LLC
following the February 2, 2006, completion of the $8.7 billion
acquisition of TGN by NRG.

To finance the acquisition, NRG raised $1.5 billion of common
stock and convertible securities, established $5.6 billion of new
credit facilities and issued $3.6 billion of senior unsecured
debt.  Proceeds were used to acquire TGN, to repay secured term
loans at NRG and TGN, to replace existing revolving credit
facilities at NRG and TGN, and to tender for $1.371 billion of
8.0% second lien notes at NRG and $1.125 billion of 6.875% senior
unsecured notes at TGN.  Following the competion of the tenders,
substantially all of NRG's 8.0% second lien notes were repaid and
all of TGN's 6.875% senior unsecured notes were repaid.

Ratings Withdrawn at NRG:

   -- $150 million Senior Secured Bank Credit Facility due 2007,
      rated Ba2

   -- $800 million Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.371 billion 8.0% Senior Secured Second Lien Notes due
      2013, rated Ba3

Ratings Withdrawn at TGN:

   -- Corporate Family Rating, rated Ba3

   -- Speculative Grade Liquidity Rating, rated SGL-2

   -- $200 million Senior Secured Bank Credit Facility, rated Ba2

   -- $325 million Senior Secured Bank Credit Facility, rated Ba2

   -- $344.35 million Senior Secured Bank Credit Facility due
      2009, rated Ba2

   -- $475 million Senior Secured Bank Credit Facility, rated Ba2

   -- $1.15 billion Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.125 billion 6.875% Senior Unsecured Notes due 2014,
      rated B1

Outlook Action at TGN:

   -- Ratings Outlook, Withdrawn, from Stable

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.


PAN TERRA: Reports on Progress with Restructuring Initiatives
-------------------------------------------------------------
Pan Terra Industries Inc. (TSX VENTURE:PNT) has negotiated an
early discounted buy-out of Roby Hartwell's Management Services
Agreement pursuant to a Release and Settlement Agreement as part
of the Companies on-going restructuring and cost reduction
efforts.  The MSA had approximately 25 months remaining until its
expiry.

Mr. Hartwell was the founder and previous owner of Bluebird
Excavating and Demolition Ltd., currently the Company's Bluebird
Division.  The MSA was a condition of Bluebird's sale to the
Company on March 31, 2004 which required Pan Terra to pay an
aggregate monthly fee of approximately $16,450 to Hart to Hart
Consulting and Investment Co. Ltd. for a total of 47 months
commencing March 31, 2004, the effective date of the sale and
purchase agreement between Bluebird and Pan Terra.

In consideration of the early buy-out of the MSA, Pan Terra will
be paying Hartwell $305,000; of which, $230,000 will be in the
form of cash and the remaining $75,000 will be payable in common
shares of the Company at the Discounted Market Price as approved
by the TSX Venture Exchange.

Mr. Hartwell has resigned as a Director of Pan Terra.  The Company
is pleased that he will remain a significant shareholder and
supporter of the Company going forward.  The Board would like to
thank Mr. Hartwell for his vision, strong commitment to people and
contribution to the growth and success of Pan Terra and the
Bluebird Division.

Pan Terra also announces that it has secured an equipment-
refinancing package with Century Services Inc., which provides the
Company with gross operating capital of $622,500 in relation to a
12-month, secured, non-revolving term loan, a portion of which
will fund the buy-out of the MSA as previously stated.

In addition, Pan Terra reports that pursuant to the Employee Share
Purchase Plan, as disclosed in the Company's Information Circular
dated Oct. 21, 2005 and approved by shareholders on Dec. 1, 2005,
the Company has issued 1,732,933 common shares from treasury for
contributions made under the ESPP during the month of January 2006
for the one time allowable lump sum contributed for the 2005 tax
year.  The price of the shares issued from treasury was determined
in accordance with the ESPP.  The total number of shares approved
for issuance from Treasury is 2,000,000 shares.  The Company
continues to see a growing demand for participation by its
employees in the ESPP.

On Jan. 30, 2006, Pan Terra has received approval from the TSX
Venture Exchange for the settling of $50,000 in outstanding
indebtedness through the issuance of 500,000 common shares at a
deemed price of $0.10 per share.

These changes are part of a series of positive restructuring
efforts reported and underway that has lead so far to:

     1) the payout of Pan Terra's bank indebtedness,

     2) the establishment of a new operating credit facility,

     3) new cash into the Company by way of a private placement,
        and

     4) restructuring and equity conversion of the Company's
        existing notes payable.

     5) increased employee ownership through the Implementation of
        the Employee Share Purchase Plan approved by the
        shareholders on Dec. 1, 2005.

Pan Terra is an innovative construction solutions contractor that
develops new sites and redevelops existing sites to the point
where an owner, developer, or general contractor can proceed with
building construction.  The focus of the Company is site
preparation and underground utility installations and
rehabilitation.  The Company offers packaged services in
industrial, commercial, retail and residential markets.  Pan
Terra's major clients include leading General Contractors, Owners
and Developers.  The Company has extensive relationships with
architects, engineers, and consultants.  Pan Terra's growth plan
includes: acquisition of successful companies, leveraging of
environmental and trenchless technology solutions and total
dedication to exceptional operational performance and achievement.

As of Sept. 30, 2005, the Company's balance sheet showed a
stockholders' deficit of $27,577, compared to a $117,352 deficit
on March 31, 2005.

                          *     *     *

As of September 30, 2005, the Company had a deficit of $10,624,801
and a working capital deficiency of $1,030,750.  The Company's
future operations are dependent upon its ability to generate
profits from its construction services operations and manage its
cash flows though additional financing, accretive acquisitions,
and/or asset sales.  The Company is currently in breach of certain
of the financial covenants relating to its operating credit
facility.


PERFORMANCE TRANSPORTATION: Hires BMC Group as Balloting Agent
--------------------------------------------------------------
Performance Transportation Services, Inc., obtained permission
from the U.S. Bankruptcy Court for the Western District of New
York to retain BMC Group, Inc., as their noticing, claims and
balloting agent.

BMC specializes in noticing, claims processing, balloting and
other administrative tasks in chapter 11 cases, and has provided
its services in other chapter 11 cases in a variety of
jurisdictions.

The Debtors chose BMC based on both its experience and the
competitiveness of its fees.

BMC will:

   a. assist the Debtors in the preparation and filing of their
      schedule of assets and liabilities and statement of
      financial affairs;

   b. prepare and serve required notices in the Debtors' Chapter
      11 cases, including:

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

         -- a notice of the claims bar date;

         -- notices of objections to claims;

         -- notices of any hearings on a disclosure statement and
            confirmation of a plan or plans of reorganization;
            and

         -- other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for an
            orderly administration of the Debtors' Chapter 11
            Cases.

   c. prepare for filing with the Clerk's Office a certificate or
      affidavit of service;

   d. maintain copies of all proofs of claim and proofs of
      interest filed in the Debtors' Chapter 11 cases;

   e. maintain official claims registers in the Debtors' Chapter
      11 cases by docketing all proofs of claim and proofs of
      interest in a claims database.  The database will include
      information for each claim or interest asserted:

         -- the name and address of the claimant or interest
            holder and their agent, if the proof of claim or
            proof of interest was filed by an agent;

         -- the date the proof of claim or proof of interest was
            received by BMC or the Court;

         -- the claim number assigned to the proof of claim or
            proof of interest; and

         -- the asserted amount and classification of the claim;

   f. implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   g. transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis unless requested more or less
      frequently by the Clerk's Office;

   h. maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      the list available upon request to the Clerk's Office or
      any party-in-interest;

   i. provide access to the public for examination of copies of
      the proofs of claim or proofs of interest without charge
      during regular business hours;

   j. create and maintain a public access Web site for public
      documents filed in the Debtors' Chapter 11 cases;

   k. record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and, if directed
      to do so by the Court, provide notice of the transfers as
      required by Rule 3001(e);

   l. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   m. provide temporary employees to process, reconcile and
      resolve claims as necessary;

   n. promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe;

   o. provide other claims processing, noticing, balloting and
      related administrative services as the Debtors may request
      from time to time; and

   p. act as balloting agent, which may include some or all of
      these services:

         -- printing of ballots including the printing of
            creditor and shareholder specific ballots;

         -- preparing voting reports by plan class, creditor or
            shareholder and amount for review and approval by the
            client and its counsel;

         -- coordinating the mailing of ballots, disclosure
            statement and plan of reorganization to all parties
            and provide affidavit of service;

         -- establishing a toll-free "800" number to receive
            questions regarding voting on the plan; and

         -- receiving ballots at a post office box, inspecting
            ballots for conformity to voting procedures, date
            stamping and numbering ballots consecutively and
            tabulating and certifying the results.

The Court will release all filed claims to BMC, and BMC will
provide the Court with the necessary labels and boxes for
shipping the claims to BMC.

The Debtors will pay BMC pursuant to a Fee Schedule.  A full-text
copy of that Fee Schedule is available for free at:

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

The Debtors also will indemnify and hold BMC harmless against any
losses, claims and expenses resulting from action taken or
permitted by BMC in good faith.

BMC President Sean Allen assures the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code and holds no interest adverse to the Debtors
and their estates for the matters for which BMC is employed.

Before the Petition Date, Mr. Allen discloses, BMC performed
certain professional services for the Debtors in preparation for
a potential filing.  The Debtors do not owe BMC any amount for
services performed or expenses incurred prior to the Petition
Date.  Prepetition, BMC received a $75,000 retainer from the
Debtors.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Court OKs Payment of Prepetition Taxes
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to pay:

   * prepetition use, highway use, fuel and franchise taxes; and

   * prepetition tolls, fees, licenses and other similar charges
     and assessments.

The Debtors incur the Taxes and Fees in connection with the normal
operation of their businesses.  The Debtors estimate that the
total accrued but unpaid amount of the Taxes and Fees is
approximately $574,000.

The Court also authorized banks and other financial institutions
to receive, process, honor and pay all checks presented for
payment related to the prepetition taxes and fees.

The Debtors contend that their failure to pay the Taxes and Fees
could trigger a material adverse impact on their operations,
including the potential suspension of their ability to operate in
certain jurisdictions.

A. Highway Use and Fuel Taxes

By operating tractor-trailer units -- the Rigs -- on interstate
highways, the Debtors incur fuel use taxes.  To simplify the
reporting and collection of fuel use taxes, most states, including
all the states in which the Debtors operate, have adopted an
International Fuel Tax Agreement.

Under the International Fuel Tax Agreement, at the end of each
quarter of the calendar year, the Debtors are obligated to pay all
of the Fuel Taxes they have incurred in that quarter to certain
base states.  Under the International Fuel Tax Agreement, the base
states are then responsible for distributing the appropriate
amount of Fuel Taxes to the other member states in which the
Debtors operate the Rigs.

In certain states in which the Debtors operate the Rigs, the
Debtors are responsible for payment of highway use taxes on a
monthly or quarterly basis.  The amount of Highway Use Taxes that
the Debtors pay to a state Taxing Authority varies based on the
mileage and weight of the Rigs that the Debtors operate in the
state.

In the aggregate, the Debtors estimate that they may owe
approximately $120,000 with respect to the Highway Use and Fuel
Taxes as of the Petition Date.

B. Use Taxes

The Debtors are also required to pay other use taxes in some
limited circumstances.  In particular, the Debtors are required
to pay Use Taxes when they purchase certain office equipment,
primarily computer equipment, from vendors who are not always
located in the state in which the equipment is to be delivered
and the vendor does not collect and remit state sales tax on
account of the subject transaction.

C. Franchise Taxes

The Debtors pay franchise taxes to the Taxing Authorities to
operate their businesses in the various taxing jurisdictions.
The Debtors incur a substantial amount of the Franchise Taxes by
virtue of their operations in the states of New Jersey and Texas.
The Debtors, while they are generally current with respect to the
Franchise Taxes, estimate that they may owe approximately $50,000
with respect to the Franchise Taxes incurred prior to the
Petition Date.

D. Tolls

The Debtors routinely drive Rigs on highways that require
vehicles to pay tolls.  Depending on the Rig and the delivery
route, the driver may simply pay a Toll in cash and later be
reimbursed from the Debtors' petty cash.  With respect to some
routes, however, the Tolls may be registered on a state tolling
authority-approved electronic transponder where tolls are
assessed and recorded by the E-Transponder as the Rig passes
through the tollbooth.

With respect to certain E-Transponders, the Debtors prepay the
respective Taxing Authority.  The Taxing Authorities will then
credit the amounts against the incurred Tolls.  Each month, the
Taxing Authorities will contact the Debtors and require them to
make an additional prepayment.

Where the Debtors do not prepay state Taxing Authorities in
connection with an E-Transponder arrangement, the Debtors are
subsequently invoiced for Tolls.  The Debtors must also provide
the Taxing Authorities with a surety bond for the Tolls.  In
turn, the surety bonds are backstopped by letters of credit
issued pursuant to the Debtors' first lien credit facility.
Currently, the Debtors have provided these Taxing Authorities
with approximately $1,400,000 in surety bonds.  The Debtors
estimate that they may owe around $400,000 for these Tolls.

E. Business License Fees

Many municipal and state governments in which the Debtors operate
their businesses require the Debtors to obtain a business license
and to pay corresponding business license fees.  The Debtors
estimate that the amounts owed with respect to the Business
License Fees prior to the Petition Date are approximately $3,200.

F. Registration Fees

The Debtors are required to register and pay annual registration
fees for each Rig in each state in which the Rig travels.  The
Registration Fees are paid in advance and the Debtors assert they
have timely paid their Registration Fees.  Therefore, the Debtors
believe that they may not owe any prepetition amounts relating to
Registration Fees.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PHOTOCIRCUITS CORP: Wants to Employ Cushman As Appraisers
---------------------------------------------------------
In connection with its prior request for authority to sell
substantially all of its assets, Photocircuits Corporation asks
the U.S. Bankruptcy Court for the Eastern District of New York for
authority to employ Cushman & Wakefield, Inc., as its real estate
appraisers.

The Debtor selected C&W because of the firm's broad experience in
collecting relevant information and its ability to accurately
appraise real property.  C&W specializes in real estate
transactions and has a well-respected reputation in the business
community.

Cushman & Wakefield will assist the Debtor in selling its assets
and analyzing and appraising its interests in real property
located in Glen Cove, New York and Peachtree City, Georgia.

Specifically, C&W's services include, but are not limited to:

   (1) site visits;

   (2) analysis of plot plans, surveys and legal descriptions,
       real estate tax information, zoning provisions,
       alternative uses of the respective estate, comparable
       sales information and any other information C&W believes
       would assist it in determining the values of the Real
       Property; and

   (3) formulate Complete Appraisals for each parcel of Real
       Property.

Gerard R. Luckman, Esq., at Silverman Perlstein & Acampora LLP, in
Jericho, New York, asserts that the appraisals are necessary for
the Debtor and its potential acquirer to allocate or extract value
from one or more parcels of real property in connection with the
proposed sale.

According to Mr. Luckman, those appraisals would be conducted
utilizing several different methods depending on the character and
location of the respective estate.

The Debtor believes that the appraisals may lead to increased
bidding at the auction sale of its assets and that the existence
of an assignable appraisal will remove a potential obstacle to
financing for any potential purchaser.

C&W will be paid a $35,000 total flat fee, inclusive of expenses,
with the total fee broken down for each parcel of scheduled Real
Property.  The Fee is to be paid one-half upon entry of a Court
order approving the retention, with the balance of fees to be paid
upon delivery of the appraisal reports.

To the best of the Debtor's knowledge, C&W represents no interest
adverse to the estate or to the Debtor and is "disinterested", as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed  circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PHOTOCIRCUITS CORP: Has Open-Ended Deadline to Decide on Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended Photocircuits Corporation's period to decide whether to
assume, assume and assign, or reject its Alpha and Beta leases
until confirmation of a plan or reorganization in its bankruptcy
case.

As reported in the Troubled Company Reporter on Dec. 19, 2005, the
Debtor owns Glen Cove Campus that covers approximately 26.4 acres.
Its affiliate, Alpha Forty-Five, LLC, leased a property located at
45-A Sea Cliff Avenue, in Glen Cove, New York.  Another affiliate,
Beta Forty-Five, LLC, leased a portion of the Glen Cove Campus
located at 45-B Sea Cliff Avenue.

The Debtor explained that the Alpha Lease and Beta Lease landlords
are its wholly controlled affiliates and are also co-Debtors of
its senior and junior secured debt.  The Debtor expects to retain
ownership of the entire Glen Cove Campus in the event of a
recapitalization or sale of its assets.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed  circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  Ted A. Berkowitz, Esq., and Louis A.
Scarcella, Esq., at Farrell Fritz, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated more than $100 million
in assets and debts.


PLIANT CORP: Gets Access to $200 Million of DIP Financing
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Pliant Corporation and its debtor-affiliates to borrow from
General Electric Capital Corporation the lesser of:

   (i) $200,000,000 together with interest, fees, charges and
       expenses payable under the Senior Secured, Super-Priority,
       Priming DIP Credit Agreement, dated January 3, 2006,
       outstanding at any time; and

  (ii) the amount of borrowings available under the DIP
       Agreement.

Available financing and advances under the DIP Agreement will be
made to fund the Debtors' ordinary working capital and general
corporate needs and to pay other amounts agreed upon by GE
Capital and the Debtors.

The Debtors' obligations under the DIP Facility will be secured
by the DIP Facility Liens.  In addition, all amounts owing by the
Debtors under the DIP Facility and in respect thereof will, at
all times, constitute allowed superpriority administrative
expense claims pursuant to Section 364(c)(1) of the Bankruptcy
Code, subject only to the Carve-Out and any other amount
expressly provided for by order of the Bankruptcy Court or the
Canadian Court.

A full-text copy of the Court's Final DIP Order is available for
free at http://ResearchArchives.com/t/s?54e

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).  James F. Conlan, Esq.,
at Sidley Austin LLP, and 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. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Court OKs Use of Prepetition Lenders' Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Pliant Corporation and its debtor-affiliates to use the cash
collateral of their prepetition lenders under the November 21,
2005 Amended and Restated Credit Agreement with Morgan Stanley
Senior Funding, Inc., and General Electric Capital Corporation, as
prepetition agents, to pay their ordinary and necessary business
expenses.

However, the use of the cash collateral must not be in
contravention to the terms of the DIP financing provided by GE
Capital, and must not exceed of cash on hand, collections,
collections actually received in connection with accounts,
disposition of inventory and sales of approved DIP Facility
Collateral existing on the Petition Date and generated
thereafter.

As adequate protection of their liens and security interests in
the Debtors' assets and the limited use of the Cash Collateral,
the Prepetition Lenders are granted, among other things:

    (i) dollar-for-dollar replacement liens on their collateral,
        with the replacement liens junior in priority to the DIP
        Facility Liens and DIP Facility Superpriority Claims;

   (ii) administrative claims under Section 507(b) of the
        Bankruptcy Code; and

  (iii) provisional payment of certain interest fees and
        expenses.

The funds to be advanced under the incremental working capital
facility under the DIP Facility and the proceeds of those funds
will become additional assets of the Debtors' estates.

                Adequate Protection to Noteholders

The Debtors will also provide replacement liens to the holders of
11-5/8% and 11-1/8% Senior Secured Notes due 2009, and Wilmington
Trust Company, as Indenture Trustee for the First Lien Notes, as
adequate protection of their liens with respect to the
Prepetition Collateral.

The Debtors will also pay the reasonable fees and expenses of
Stroock & Stroock & Lavan LLP and Richards, Layton & Finger,
P.A., as legal counsel, and Houlihan Lokey Howard & Zukin, as
financial advisor, to an ad hoc committee of holders of 11-5/8%
and 11-1/8% Senior Secured Notes due 2009.

The Debtors will also pay for the fees and expenses of
Wilmington.

Houlihan Lokey's monthly fee will be limited to $125,000 plus
reasonable out-of-pocket expenses.  None of the fees of Stroock,
Richards Layton or Houlihan Lokey will be subject to approval by
the Court or the U.S. Trustee Guidelines, and no recipient of any
payment will be required to file any interim or final fee
application with the Court.

The aggregate priming of the First Lien Noteholder Liens by
the DIP Facility Liens will be limited to $68,785,804 unless
otherwise consented to by the First Lien Indenture Trustee.

The Debtors will also grant replacement liens to the holders of
11-1/8% Senior Secured Notes due 2010 and Wilmington Trust
Company, as Indenture Trustee for the Second Lien Notes, as
adequate protection of their liens with respect to the
Prepetition Collateral.

The Debtors will pay for the reasonable fees and expenses of:

   (i) Klee, Tuchin, Bogdanoff & Stern LLP, and Pachulski Stang
       Ziehl Young Jones & Weintraub, P.C., as legal counsel, and
       Chanin Capital Partners, as financial advisor, to the ad
       hoc committee of the Second Lien Noteholders; and

  (ii) the Second Lien Indenture Trustee.

Chanin's monthly fee will be capped at $125,000 plus reasonable
out-of-pocket expenses.

None of the fees of Klee Tuchin, Pachulski or the Second Lien
Indenture Trustee will be subject to the approval by the Court or
the U.S. Trustee Guidelines, and no recipient of any payment will
be required to file any interim or final fee application with the
Court.

The aggregate priming of Second Lien Holder Liens by the DIP
Facility Liens will be limited to $68,785,804 unless otherwise
consented to by the Second Lien Indenture Trustee.

The Debtors will grant an administrative claim to the extent the
replacement liens do not adequate protect the decrease in the
value of the First Lien Noteholders' or the Second Lien
Noteholders' Liens as a result of the priming DIP Facility and
use of the cash collateral.

                Creditors Panel May Initiate Probe

The Official Committee of Unsecured Creditors will have until
March 15, 2006, to investigate the validity, perfection, and
enforceability of the prepetition liens and security interests
granted to the Prepetition Lenders.

The Creditors Committee will have until April 15, 2006, to
investigate the validity, perfection, and enforceability of the
liens granted under the Noteholder Facilities.

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).  James F. Conlan, Esq.,
at Sidley Austin LLP, and 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. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PRIMUS TELECOM: Equity Deficit Widens to $236.334MM at Dec. 31
--------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL),
disclosed its results for the quarter and year ended Dec. 31,
2005.

Performance Highlights:

   -- Strong Sequential Quarterly Improvement in Key Operating
      Results;

   -- $15 Million Adjusted EBITDA (Up from $2 million);

   -- SG&A Expense Reduced in Excess of 10%;

   -- $6 Million Loss from Operations (Down from $33 Million); and

   -- Fourth Quarter Net Revenue from New Initiatives Reaches
      $29 Million

PRIMUS reported fourth quarter 2005 net revenue of $287 million,
down from $293 million and $337 million in the prior quarter and
the fourth quarter 2004.  The Company reported a net loss for the
quarter of ($25) million compared to a net loss of ($51) million
in the third quarter 2005 and a net loss of ($2) million in the
fourth quarter 2004.  As a result, the Company reported a basic
and diluted loss per common share of ($0.24) in the fourth quarter
of 2005 as compared to a basic and diluted loss per common share
of ($0.51) and ($0.02) in the prior and year-ago quarter.

"The progress we began to see in the third quarter turned into
strong operating and financial performance in the fourth quarter,"
said K. Paul Singh, Chairman and Chief Executive Officer of
PRIMUS.  "We have previously targeted the fourth quarter of 2005
as the one in which our effort and investment over the past two
fiscal years would begin to bear fruit.  Indeed, last quarter we
stated that we expected 'substantial quarterly improvement in
Adjusted EBITDA' from the $2 million recorded in the third
quarter.  The $15 million Adjusted EBITDA we report for the fourth
quarter clearly meets that expectation.  In light of this
encouraging progress, we have set our 2006 baseline operating
assumption at $60 million Adjusted EBITDA, and we plan to manage
the business to meet or exceed that target.

"Our fourth quarter results were substantially aided by a
$10 million reduction in selling, general and administrative
(SG&A) expense as compared to the third quarter 2005.  In
addition, we reached $29 million in fourth quarter 2005 net
revenue from our new services, which exceeded our announced target
of exiting 2005 with an annualized run rate of $100 million.  We
believe this growth validates our decision to invest heavily
throughout 2005 in improving our competitive position by
transforming PRIMUS into a fully integrated provider of voice,
broadband, VOIP, wireless and data services.

"From an operating perspective, we are pleased with our success in
delivering significantly improved results in virtually all key
categories.  While we have a challenging road ahead, it seems
clear that we have reached a major milestone," Mr. Singh added.

"Our primary objective in 2006 is to manage the business to
maximize cash flow.  To this end, we will be less concerned about
absolute revenue growth; in some cases we may consciously shed
low-margin revenue.  From an investment perspective, we will
concentrate our resources on initiatives that offer the most
attractive returns and growth potential, such as our local,
digital subscriber line (DSL) and voice-over-Internet protocol
(VOIP) initiatives in Canada and Australia.  While we believe
other initiatives - such as LINGO in the United States - have
significant potential, we currently do not have the resources to
support fully all such deserving projects.  That is why another
principal focus for management during 2006 is to develop and
execute strategies to generate additional cash to fund promising
projects through a combination of external funding for LINGO,
potential balance sheet deleveraging, opportunistic equity capital
infusion, continued cost cutting and selected asset sales."

Last quarter PRIMUS management had embarked upon a four-pronged
Action Plan to meet its cash needs in 2006, and tangible progress
has already occurred relative to each of those initiatives:

   -- To prioritize revenue growth in its new services, while
      concentrating available resources for optimum effectiveness
      -- Revenue from new services grew to $29 million in the
      quarter, representing a $117 million annualized run rate --
      17% above the Company's announced target.

   -- To enhance margins on the new initiatives by increasing
      scale, adding broadband infrastructure in high density
      locations and migrating customers on-net - Fourth quarter
      margins improved reflecting ongoing customer migration and
      network deployment.

   -- To continue driving expenses down through aggressive cost
      reduction - SG&A was down over 10% sequentially to
      $84 million.

   -- To strengthen opportunistically the balance sheet through
      potential deleveraging and equity capital infusion on a
      prudent basis -- During the fourth quarter, $9 million
      principal amount of debt was exchanged for equity.

Progress of New Initiatives:

   -- In Canada, fourth quarter revenue growth driven by the
      strengthening of the Canadian dollar, showed growth from
      local, wireless and VOIP products exceeding the revenue
      decline from long distance voice services.  As a result,
      PRIMUS Canada posted record net revenues of $68 million in
      the fourth quarter.  The Canadian residential local
      telephone offering grew slightly to approximately 74,000
      lines in service impeded by labor strikes affecting
      incumbent carriers which delayed customer implementations.
      Approximately 90% of new local customers in Canada add a
      bundled long distance offering at an average monthly revenue
      of CAN$42.  During the fourth quarter, PRIMUS launched an
      important new initiative in Canada -- the buildout of a DSL
      infrastructure to position the Company for profitable growth
      in the local and broadband markets and to enhance product
      bundling opportunities.  To date, 20 nodes have been
      installed with a goal of reaching 66 nodes in 2006;

   -- In Australia, PRIMUS now has over 125,000 DSL customers (up
      9% from the prior quarter) and exceeded its previously
      stated goal of 120,000 DSL customers by the end of 2005.
      Most new Australian broadband customers sign a two-year
      contract and approximately 67% also take a bundled local and
      long distance voice package.   Australian residential
      customers taking a bundled broadband solution now generate
      over AUS$95 per month in revenue.  The build-out of the
      Company's Australian DSL infrastructure is on track with 171
      nodes installed and ten more installations in progress.
      Migration of existing resale local and broadband customers
      to the PRIMUS Australian network has now reached
      approximately 58,000 services on-net; and

   -- Retail VOIP services grew modestly in the quarter to
      approximately 104,000 customers.  This growth level reflects
      the fact that the Company continued to moderate its
      investment in LINGO in part due to the disruption in
      marketing activities raised by E911 regulations.  Revenue
      from retail VOIP customers reached $8 million during the
      fourth quarter.

It should be recognized that customer growth in broadband and
local initiatives initially serves to increase near-term pressure
on profitability and cash flow due to one-time migration and
installation charges (also known as PIC fees) imposed by the
incumbent carriers and reflected in cost of revenue.  Reflecting
continued customer additions in the fourth quarter 2005, the
Company incurred $3 million in such fees.

"We believe that progress to date in transforming PRIMUS and
growing our broadband, local, and VOIP businesses has not only
strengthened the Company, but has enhanced the competitive
positioning and the franchise values of our major operating
subsidiaries in Australia and Canada," Mr. Singh stated.  "As
those franchises continue to generate a substantial portion of the
Company's Adjusted EBITDA, we will focus efforts during 2006 on
substantially improving the profitability of our United States and
European operations."

       Fourth Quarter and Full Year 2005 Financial Results

Fourth quarter 2005 net revenue was $287 million, down 2% from
$293 million in the prior quarter and less then the $337 million
reported in the fourth quarter 2004.  "On a constant currency
basis, net revenue from our Canadian and Australian operations was
stable sequentially, reflecting growth in new product initiatives
offset by the expected decline in long distance voice and dial-up
Internet net revenue.  The $6 million sequential quarterly decline
in net revenue is comprised of a $2 million decline as a result of
a strengthening United States dollar, a $2 million decline in
European-based prepaid services, a $1 million decline in European-
based retail services and a $1 million decline in United States-
based retail services," said Thomas R. Kloster, Chief Financial
Officer of PRIMUS.  Full year 2005 net revenue was $1.19 billion
down from $1.35 billion in 2004, with the majority of the decline
attributable to low-margin prepaid services and wholesale revenue.

Net revenue from data/Internet and VOIP services was a record
$72 million for the fourth quarter, an increase of $2 million from
the prior quarter.  Data/Internet and VOIP net revenue comprised a
record 25% of total net revenue for the quarter.  Full year 2005
data/Internet and VOIP net revenue was $282 million, up from
$250 million in 2004 despite the anticipated decline in dial-up
ISP net revenue.  On a geographic basis, fourth quarter net
revenue was comprised of 30% from Asia-Pacific, 28% from Europe,
24% from Canada and 18% from the United States.  The fourth
quarter mix of net revenue remained steady from the prior quarter
at 81% retail (56% residential and 25% business) and 19% carrier.

SG&A expense for the fourth quarter 2005 was $84 million (29.2% of
net revenue), a reduction of $10 million from $93 million (31.9%
of net revenue) in the prior quarter and down $20 million from
$104 million (30.8% of net revenue) for the fourth quarter 2004.
The sequential decline in SG&A expense was driven by a $4 million
reduction in salaries and benefits costs as a result of lower
headcount and bonus payments, a $2 million decline in sales and
marketing costs as a result of lower promotions expense and agent
commissions, a $3 million decline in advertising expense
reflecting a reduction in LINGO advertising and the seasonal slow
down in fourth quarter advertising spend, and a $1 million decline
in general and administrative expenses.  The full year 2005 SG&A
expense was $381 million as compared to $394 million during 2004.

Loss from operations was ($6) million in the fourth quarter 2005,
versus a loss of ($33) million in the prior quarter (which
included a $13 million loss on disposal of assets and $1 million
in severance expense).

Adjusted EBITDA, as calculated in the attached schedules, was
$15 million for the fourth quarter 2005 versus $2 million in the
prior quarter and $25 million in the fourth quarter 2004.  The
$13 million sequential improvement in Adjusted EBITDA is primarily
the result of a $10 million reduction in SG&A expense and an
improvement of $3 million in our cost of revenue, relative to net
revenue.  The sequential cost of revenue improvement is primarily
the result of a $2 million reduction in network transfer fees
(also known as PIC fees) related to new customer growth in the
Australian and Canadian local and DSL customer bases and from
migration of customers onto our Australian network.

Interest expense for the fourth quarter 2005 was $14 million, flat
with the prior quarter and $1 million higher than in the fourth
quarter 2004.  Full year 2005 interest expense was $53 million as
compared to $51 million in 2004.

Net loss for the fourth quarter 2005 was ($25) million (including
a $13 million net loss from foreign currency transactions, a
$4 million gain on early extinguishment of debt and $1 million in
severance expense) compared to a net loss of ($51) million
(including a $13 million loss on disposal of assets, a $4 million
loss on early extinguishment of debt, a $2 million gain from
foreign currency transactions and $1 million in severance expense)
in the prior quarter and a net loss of ($2) million (including a
$2 million asset impairment write-down and $13 million net gain
from foreign currency transactions) in the fourth quarter 2004.

Adjusted Net Loss, as calculated in the attached schedules, for
the fourth quarter 2005 was a loss of ($16) million, as compared
to a loss of ($36) million in the prior quarter and a loss of
($13) million for the year-ago quarter.

Adjusted Diluted Loss Per Common Share, as calculated in the
attached schedules, was a loss of ($0.15) for the fourth quarter
2005, compared to Adjusted Diluted Loss Per Common Share of
($0.36) for the third quarter 2005 and Adjusted Diluted Loss Per
Common Share of ($0.14) in the year-ago quarter.

                 Liquidity and Capital Resources

PRIMUS ended the fourth quarter 2005 with a cash balance of
$54 million, including $11 million of restricted funds.  During
the quarter, $14 million in cash was used in operating activities,
$7 million was used for capital expenditures and $4 million was
used for scheduled principal reductions on debt obligations.  Free
Cash Flow, as calculated in the attached schedules, was negative
($22) million.  Capital expenditures for the full year 2005 were
$50 million.  For 2006, capital expenditures are expected to be
within the range of approximately $30 million to $35 million.

PRIMUS's long-term debt obligations as of December 31, 2005 were
$635 million, a reduction of $7 million from September 30, 2005.
This reduction includes the exchange of $8.6 million principal
amount of the Company's 12.75% Senior Notes due 2009 for
5.2 million shares of common stock of the Company, scheduled
principal amortization of $4 million and additional capital lease
borrowing in Australia of $6 million.  In January 2006, the
Company exchanged an additional $2.5 million of principal amount
of its 12.75% Senior Notes for 1.8 million shares of common stock
of the Company.  In January 2006, the Company's wholly owned
Canadian subsidiary entered into an Amended and Restated Loan
Agreement related to its existing secured non-revolving term loan
facility with a Canadian financial institution.  The Amended
Agreement, among other things, extended the maturity date to
April 2008.  On February 1, 2006 the Company drew the remaining
$15 million available under the loan facility.

Headquartered in McLean, Virginia, PRIMUS Telecommunications
Group, Incorporated -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  Founded in 1994, PRIMUS provides services over its global
network of owned and leased transmission facilities, including
approximately 250 points-of-presence (POPs) throughout the world,
ownership interests in undersea fiber optic cable systems, 18
carrier-grade international gateway and domestic switches, and a
variety of operating relationships that allow it to deliver
traffic worldwide.

As of December 31, 2005, the company's balance sheet showed a
stockholders' deficit of $236,334,000, compared to the
$108,756,000 deficit at Dec. 31, 2004.


R.F. CUNNINGHAM: Has Until March 27 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York to
further extended until March 27, 2006, the period within which
R.F. Cunningham & Company has the exclusive right to file a
chapter 11 plan of reorganization.  The Court also extended the
Debtor's exclusive period to solicit acceptances of that plan to
May 26, 2006.

As reported in the Troubled Company Reporter on Jan. 17, 2006, the
Debtor asked for the extension saying that it needed more time to:

    i) permit the State Department of Agriculture to make its
       determinations on the claims; and

   ii) analyze the claims determined by the State, and compare
       those to claims file in the bankruptcy case and with the
       Debtor.

Furthermore, the Debtor said it was party to numerous leases.  The
Debtor told the Court that it is analyzing those assets, to decide
whether it is profitable to assume, assume and assign or reject
those leases.

The extension, the Debtor argues, will not prejudice the
legitimate interests of any creditor and will provide the Debtor
an opportunity to complete the plan negotiation process.

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


R.F. CUNNINGHAM: Champaign Wants Case Converted to Chapter 7
------------------------------------------------------------
Champaign Landmark, Inc., one of R.F. Cunningham & Co., Inc.'s
creditors, asks the U.S. Bankruptcy Court for the Eastern District
of New York to convert the Debtor's chapter 11 case to a chapter 7
liquidation proceeding.

Champaign Landmark complains that the Debtor's delay in proposing
a confirmable plan of reorganization is unreasonable.  Champaign
says there's a strong likelihood that the Debtor will be unable to
ever propose a confirmable plan.  This possibility, Champaign
says, is heightened by the anticipated departure of Brian J.
McSweeney, the Debtor's vice-president and chief financial
officer.

Champaign tells the Court that Mr. Daniel Ladigoski, president and
majority shareholder of the Debtor, has disclosed that Debtor has
lost most of its workforce and is planning to contract its
business operations to a much smaller grain brokerage business.

Champaign complains about escalating professional fees too.
Champaign says it fears the Debtor's chapter 11 proceeding may
become the next Eastern Airlines Chapter 11 debacle where the only
parties who benefit are the professionals and the employees, and
creditors receive only minimal recoveries on account of the
claims.

Champaign argues that these reasons constitute "cause" to convert
the case into a Chapter 7 liquidation proceeding and that's in all
creditors' best interests.

Champaign is concerned that if the case were dismissed rather than
converted, then a mad scramble to grab the Debtor's assets would
ensue.  Champaign believes that the Debtor does not have
sufficient assets to pay all of the allowed claims in full.
Champaign contends that under a chapter 7 liquidation, a chapter 7
trustee would have the ability to independently assess the merits
of continuing the grain brokerage operation to increase the
potential price to possible buyers.  A Chapter 7 trustee,
Champaign relates, would have an unbiased business judgment
whether to continue the Debtor's operations or if not, engage in
an orderly liquidation of the Debtor's assets.

Champaign also says that a Chapter 7 trustee would be capable in
determining the best manner to liquidate the Debtor's railcars
since as a grain merchant, the Debtor does not have the needed
expertise in the liquidation of railcars.

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


RAYTHEON COMPANY: Moody's Reviewing Ratings for Likely Upgrade
--------------------------------------------------------------
Moody's Investors Service placed its debt ratings of Raytheon
Company under review for possible upgrade.  The review considers
the prospects for favorable demand trends in the defense sector
and continued improvements in the company's civilian aerospace
segment to result in continued improvement in Raytheon Company's
financial metrics.

Moody's review will focus on the outlook for Raytheon's defense
related business segments in light of expected U.S. defense
spending including both the longer term direction of defense
spending suggested by the recently published Quadrennial Defense
Review and spending over the near term as suggested by the
recently submitted Department of Defense Budget.  Moody's will
consider the degree to which Raytheon's portfolio of defense
businesses is well positioned to accommodate any shift in
allocations of funding within the U.S. defense budget between
procurement and continued research and development in light of the
operational demands created by military activity in Iraq and
Afghanistan.

The review will assess the company's ongoing strategies to contain
costs and improve operating margins and cash flow and reduce risk
in its commercial aircraft businesses.  This will include the
opportunity for improved financial performance in aircraft
manufacturing at Raytheon Aircraft Corporation and at Flight
Options now that this fractional ownership company is fully owned
by Raytheon, as well as an assessment of the progress Raytheon has
made in reducing both its on and off balance sheet financial
exposure to aircraft financing and support.

The review will also assess Raytheon's financial structure,
including its currently strong liquidity profile, its actions
taken to reduce overall on and off balance sheet liabilities, and
the prospects for improvement of financial metrics in light of
expected available cash flow.  The review will also consider
funding needed to support ongoing growth initiatives as well as
shareholder enhancement activities including dividends and/or
stock repurchases.

Ratings affected by the review are:

   Issuer: Raytheon Company

   * Baa3 senior unsecured debt rating;

   * the ratings on its shelf registration: (P)Baa3 for senior
     unsecured debt, (P)Ba1 for subordinated debt; and

   * (P)Ba2 for preferred stock; and its Prime-3 short-term debt
     rating;

   * RC Trust I--Trust preferred securities Ba1

   * RC Trust II--shelf registration for trust preferred stock
     and unsecured securities: (P)Ba1 and (P)Baa3

Raytheon Company, headquartered in Lexington, Massachusetts, is a
major aerospace and defense company.


REFCO INC: U.S. Trustee Wants a Chapter 11 Examiner Appointed
-------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, asks
the U.S. Bankruptcy Court for the Southern District of New York to
direct the appointment of an examiner in Refco Inc., and its
debtor-affiliates' chapter 11 cases pursuant to Section 1104(c)(2)
of the Bankruptcy Code.

Section 1104(c) provides that:

   "If the court does not order the appointment of a trustee
   . . ., then at any time before the confirmation of a plan, on
   request of a party-in-interest or the United States trustee,
   and after notice and a hearing, the court shall order the
   appointment of an examiner to conduct such an investigation
   of the debtor as is appropriate, including an investigation
   of any allegations of fraud, dishonesty, incompetence,
   misconduct, mismanagement, or irregularity in the management
   of the affairs of the debtor of or by current or former
   management of the debtor, if:

      (1) the appointment is in the interests of creditors,
          any equity security holders, and other interests of
          the estate; or

      (2) the debtor's fixed, liquidated, unsecured debts,
          other than debts for goods, services, or taxes, or
          owing to an insider, exceed $5,000,000."

Andrew D. Velez-Rivera, the U.S. Trustee trial attorney, informs
Judge Drain that Refco Finance Inc.'s schedules of assets and
liabilities reflect obligations of $390,000,000 in principal and
$7,404,658 in interest on 9% Senior Subordinated Notes due 2012.

Mr. Velez-Rivera also attests that no trustee has been appointed
in the Debtors' bankruptcy cases, and no plan of reorganization
has been confirmed.

"These uncontroverted facts mandate the appointment of an
examiner," Mr. Velez-Rivera notes.

The U.S. Trustee wants an examiner appointed to investigate:

   (1) any allegations of fraud, dishonesty, incompetence,
       misconduct, mismanagement, or irregularity in the
       management of the affairs of any of the Debtors or of
       their non-debtor subsidiaries;

   (2) the existence and value of claims by the estate against
       past and present officers, directors, and employees of
       the Debtors and their accountants, financial advisors,
       investment bankers, financial institutions, and
       attorneys; and

   (3) allegations of asset shortfalls in Refco Capital
       Markets, Ltd.'s client accounts and claims its estate
       may have arising from those shortfalls.

In conducting those investigations, the U.S. Trustee says the
examiner will use its best efforts to coordinate with and to
avoid duplication of any investigations conducted by the
Securities and Exchange Commission, the United States Department
of Justice, the Commodities Futures Trading Commission, or other
governmental agencies.

In addition, the appointed examiner will consult with
investigatory agencies to establish procedures under which
interested agencies may preview reports before filing and to
assure that the filing of reports does not hamper ongoing
investigations.

The U.S. Trustee wants the Debtors and their affiliates under
their control to fully cooperate with the examiner in connection
with the performance of any of its duties, including production
of documents and information that the examiner deems relevant.

Moreover, the U.S. Trustee wants the Official Committee of
Unsecured Creditors to provide the examiner with access to all
materials the Committee has received in response to discovery
authorized by the Court and coordinate with the examiner to
assure that its investigations are not unduly duplicative of the
examiner's investigations.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Can Pursue Sunstate Lawsuit After Modification of Stay
-----------------------------------------------------------------
Refco Group Ltd., LLC, is one of several defendants in a putative
class action lawsuit filed on April 17, 2003, by certain investors
of Sunstate FX, Inc.  The lawsuit is pending in the Circuit Court
of Palm Beach County, Florida under Civil Case No. 03-004269.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, relates that the Litigation arises from an
alleged ponzi scheme created and operated by Sunstate.  Sunstate
allegedly pooled investor money and used investor money to pay
principal and fictitious profits to earlier investors, rather
than trading investor money on foreign currency markets as
represented to investors.

On July 30, 2003, and April 15, 2004, the Plaintiffs filed their
first and second amended complaints, which were both dismissed
for failure to state a claim.

The Plaintiffs filed a third amended complaint on April 15, 2005.
Certain defendants, including Refco Group, sought to dismiss the
Third Amended Complaint.

Due to Refco Inc., and its debtor-affiliates' bankruptcy filings,
the Litigation is arguably stayed as to Refco Group, in accordance
with Section 362(a) of the Bankruptcy Code.  However, the
Litigation against the other Defendants is not stayed.

The Litigation, Ms. Henry continues, involves several claims
against the Defendants, including Refco Group, under the Florida
Securities and Investor Protection Act as well as under common
law theories of aiding and abetting.  The Litigation seeks, among
other things, compensatory damages equal to $54,000,000.

The Litigation has been pending and has been vigorously defended
by Refco Group since April 2003.  Refco Group believes that its
Dismissal Motion will be approved and that, in turn, the
Litigation will be terminated on a permanent basis.

Ms. Henry tells Judge Drain that dismissal of the Litigation is
in the best interests of the Debtors and of the judicial economy.
To obtain that dismissal, Refco Group needs to be heard on its
Dismissal Motion before the Florida Circuit Court with the other
Defendants' pleadings.

Accordingly, at the Debtors' request, the Honorable Robert D.
Drain of the the U.S. Bankruptcy Court for the Southern District
of New York modifies the automatic stay to allow Refco Group to
pursue its Dismissal Motion at a time and date convenient to the
Florida Circuit Court and the parties to the Litigation.

Judge Drain also rules that judgment may be entered in Refco
Group's favor if it is successful on the Dismissal Motion or if
the Litigation is otherwise properly terminated.

The relief from stay will permit the Plaintiffs to:

   -- oppose the Dismissal Motion on the basis of any filed
      response or as permitted by the Florida Circuit Court;
      and

   -- file a notice of appeal to preserve their rights to
      appeal on any decision on the Dismissal Motion that is
      adverse to their interests.

Ms. Henry maintains that the modified stay does not impair
creditors' rights or interfere with the Debtors' bankruptcy
cases, since it would enable the Debtors to greatly reduce or
altogether eliminate a potentially large claim against the
estates.  If the Debtors are not successful, the Litigation is
stayed.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REGAL ENT: Earns $35 Million in Fourth Quarter Ended Dec. 29, 2005
------------------------------------------------------------------
Regal Entertainment Group (NYSE:RGC) reported that total revenue
for the fourth quarter ended Dec. 29, 2005 was $668.2 million, a
3.9% increase from total revenue of $643.1 million for the fourth
quarter of 2004.

Net income was $35.1 million in the fourth quarter of 2005
compared to net income of $24.5 million in the same period of
2004.

As of Dec. 29, 2005, the Company's total assets were $2.5 billion
and total debts were $1.8 billion, resulting in a stockholders'
equity of $29.9 million.

                          Cash Dividend

Regal's Board of Directors also declared a cash dividend of $0.30
per Class A and Class B common share, payable on March 17, 2006,
to stockholders of record on March 9, 2006.  The Company intends
to pay a regular quarterly dividend for the foreseeable future at
the discretion of the Board of Directors depending on available
cash, anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

"In 2005, Regal Entertainment Group acquired and integrated the
Eastern Federal theatre circuit, returned value to shareholders in
the form of dividends totaling over $175 million and continued to
generate significant free cash flow," stated Mike Campbell, CEO of
Regal Entertainment Group.  "Regal also partnered with two leading
theatre circuits to create National CineMedia, which is capturing
additional operating synergies and creating incremental value for
our shareholders," Campbell continued.

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
-- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  The Company's theatre circuit, comprising
Regal Cinemas, United Artists Theatres and Edwards Theatres,
operates 6,463 screens in 555 locations in 40 states and the
District of Columbia.  Regal operates approximately 18% of all
indoor screens in the United States including theatres in 43 of
the top 50 U.S. markets and growing suburban areas.  The Company
believes that the size, reach and quality of the Company's theatre
circuit not only provide its patrons with a convenient and
enjoyable movie-going experience, but is also an exceptional
platform to realize economies of scale in theatre operations and,
through its investment in National CineMedia, LLC, further realize
cinema advertising, marketing and other revenue enhancing
opportunities by utilizing Regal's existing asset base.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2005,
Moody's Investors Service revised the outlook on Regal
Entertainment Group to stable from negative.  The outlook change
reflects Moody's view that a downgrade over the next 12 to 18
months is not likely given expectations that dividends will not
increase beyond current levels over the intermediate term.
Moody's believes that Regal's operating leases, along with the
senior unsecured convertible notes, provide a substantial layer of
debt capital junior to the bank debt, thus warranting the Ba2
rating on the senior secured debt, one notch higher than the Ba3
corporate family rating.

Regal Entertainment Group:

   * Corporate Family Rating -- affirmed Ba3

   * Outlook -- Stable (changed from Negative)

   * $240 million of 3 3/4% Senior Unsecured Convertible Notes
     due 2008 -- affirmed B3

Regal Cinemas Corporation:

   * $100 million Senior Secured Revolver due 2003 -- upgraded
     to Ba2 from Ba3

   * $1.65 billion Senior Secured Term Loan due 2010 -- upgraded
     to Ba2 from Ba3

The prior negative outlook primarily reflected concerns over
potential re-leveraging of the balance sheet to fund shareholder
rewards or acquisitions.  Moody's expects Regal to maintain its
quarterly dividend and evaluate potential increases or special
dividends along with acquisitions but does not anticipate either
to occur at a magnitude that would result in a ratings change.


RELIANCE: Liquidator Puts Priority Level (E) to Warrantech Claim
----------------------------------------------------------------
The Warrantech entities comprise of:

    * Warrantech Consumer Product Services, Inc.,
    * Warrantech Home Service Company,
    * Warrantech Home Assurance Company, Help Desk, Inc.,
    * WCPS of Florida, Inc.,
    * Warrantech Automotive, Inc., and
    * Warrantech Automotive of Florida, Inc.

Warrantech is the administrator of certain extended warranty and
service contracts.  Butler Financial Solutions, LLC, is the
obligor on those Service Contracts.

Warrantech and Butler assumed commercial obligations based on
warranties made to purchasers of automobiles or other consumer
products.

Reliance Insurance Company issued various contractual liability
policies to Warrantech and Butler, pursuant to which Reliance
assumed certain obligations in accordance with the terms and
conditions of those contracts.

Warrantech acted as the program administrator under contract to
Reliance and was responsible for administering the sale of its
affiliates' service contracts, and the collection and transmittal
of premium under the Reliance Policies.  In addition, Warrantech
had a role in adjusting losses recoverable from Reliance under
the Reliance Policies.

Subsequently, the Warrantech entities filed 36 proofs of claim
against RIC in the liquidation proceedings.

Upon review, M. Diane Koken, the Insurance Commissioner of the
Commonwealth of Pennsylvania, in her capacity as the Statutory
Liquidator of RIC, issued 36 Notices of Determination on
August 22, 2005, in which Ms. Koken assigned Priority Level (e)
-- general creditors or unearned premiums -- to the Proofs of
Claim filed by a Warrantech entity or Butler.

According to Deborah F. Cohen, Esq., at Pepper Hamilton LLP, in
Philadelphia, Pennsylvania, RIC issued two types of Reliance
Policies to the Warrantech and Butler.

The first type of contract was a surety or guaranty type form.
Under that form, Reliance would pay the Consumer directly if
Warrantech and Butler failed to pay the Consumer pursuant to
warranties made under the Service Contracts.

The second policy type was a reimbursement contract with two
coverage parts:

    a. Reliance would reimburse Warrantech and Butler for payments
       made to Consumers under the Service Contracts; and

    b. a surety or guaranty coverage part that was similar to the
       first type of contract.

Ms. Cohen says that the Reliance Policies protected Warrantech
and Butler from a business or financial risk based on warranties
contained in the Service Contracts.  Accordingly, the Reliance
Policies are in the nature of commercial guarantee instruments
rather than policies of insurance.

Ms. Cohen also notes that on October 10, 200, the Commonwealth
Court approved a separate cut-through petition for RBH
Reinsurance Ltd.  Consequently, to the extent claims are made
under two policies, Reliance denies those claims may be asserted
as Proofs of Claim against Reliance by Warrantech and Butler
because they are now the obligation of RBH Reinsurance.

Ms. Cohen relates that pursuant to the October 3, 2001 Order of
Liquidation placing Reliance into liquidation, coverage under all
policies and contracts of insurance in effect on the date of the
Order of Liquidation were cancelled and terminated no later than
November 2, 2001.  Consequently, Reliance will not cover any
occurrence or claims made pursuant to the Insurance Policies
after November 2, 2001.

Under the Reimbursement Form of the Reliance Policies, Reliance
would indemnify Warrantech and Butler if they became
contractually obligated under Service Contracts to pay any
Consumer that suffered a covered loss to the Consumer's product.

Ms. Cohen explains that the Reliance Policies are reinsurance
contracts since they indemnify Warrantech and Butler for payments
made under the Service Contracts.  The Reliance Policies are not
policies for losses or contracts for liability for bodily injury
or destruction of property.

Furthermore, the Surety Form of the Reliance Policies constitute
a surety agreement.  Reliance only pays upon the Warrantech and
Butler's non-payment, and the risk assumed is not tied to a
fortuitous event because Warrantech and Butler can control their
payments.

Ms. Cohen notes that pursuant to law, any proof of claim asserted
under the Reimbursement Form of Reliance Policies and Surety Form
are appropriately assigned Priority Level (e).

In addition, Ms. Koken says that upon non-payment of the warranty
obligation under the Service Contracts, the Consumer would have a
claim against Reliance, not against Warrantech and Butler.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  The Court confirmed the
Creditors' Committee's Plan of Reorganization on Jan. 25, 2005.
(Reliance Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


REMEDIATION FINANCIAL: Wants to Hire Morton CPA as Accountants
--------------------------------------------------------------
Remediation Financial, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Arizona for permission to
employ Morton CPA as their accountants.

Morton will

   1) prepare the Debtors' state and federal tax returns for the
      years 2002, 2003, 2004 and 2005;

   2) prepare the Debtors' financial statements, balance sheets,
      income statements, state and federal tax returns, and other
      reports and returns as required by the nature of the
      Debtors' businesses; and

   3) render all other accounting services to the Debtors that are
      necessary in their chapter 11 cases.

Joe Morton, C.P.A., a member at Morton CPA, is one of the lead
professionals of the Firm performing services to the Debtors.
Mr. Morton discloses that his Firm received a $14,037 retainer.
Mr. Morton charges $155 per hour for his services.

Mr. Morton reports Morton CPA's professionals bill:

      Professional        Hourly Rate
      ------------        -----------
      John Eck              $110
      Mary Pierce            $92
      Yukon Tomisato         $82

Morton CPA assures the Court that it does not represent any
interest materially adverse to the Debtors.

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


RESIDENTIAL ACCREDIT: S&P Affirms 59 Loan Classes' Low-B Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 27
classes from 10 series issued by Residential Accredit Loans Inc.
(RALI).  At the same time, ratings are affirmed on 560 classes
from 54 series from the same issuer.

The raised ratings reflect actual and projected credit support
percentages that adequately support the higher ratings.  The
higher credit support percentages resulted from significant
principal prepayments and the shifting interest structure of the
transactions.  As of the January 2006 remittance date, credit
support for the classes with raised ratings averaged 2.23x the
original credit support for the rating level the classes are being
upgraded to.

The affirmations are based on current credit support percentages
that are sufficient to support the certificates at their current
ratings.

Subordination is the predominant form of credit support protecting
the certificates from losses.  However, series 2003-QA1, 2004-QA1,
and 2004-QA-2 have overcollateralization and excess spread as
additional credit support.

The overall performance of the RALI pools has been positive, with
low realized losses.  Cumulative realized losses currently range
from zero to 22 basis points of their original pool balances.

In addition to the low losses, the RALI transactions have low-to-
moderate levels of severely delinquent loans.  The average 90-day
delinquency level for the upgraded transactions is 2.93%, ranging
from 0.97% for series 2002-QS15 to 4.18% for series 2002-QS3.  The
average 90-day delinquency level for the classes with affirmed
ratings is 2.572%, ranging from less than 0.50% for three of the
series to 8.67% for series 2001-QS17.

The underlying collateral for these transactions is mostly fixed-
rate, first-lien, 15- to 30-year mortgage loans on one- to four-
family homes.

The RALI transactions are part of Residential Funding Mortgage
Securities' Expanded Criteria Mortgage Program.  This program is
designed for borrowers who generally would not qualify for other
first mortgage purchase programs.  Examples include:

   * mortgage loans secured by non-owner occupied properties;

   * mortgage loans made to borrowers whose income does not
     required to be verified;

   * mortgage loans with higher loan-to-value ratios; and

   * loans to borrowers whose debt-to-income ratios are higher
     then normal.

Ratings raised:

  RALI Series Trust
                              Rating

                Series     Class     To        From
                ------     -----     --        ----
                2002-QS3   M-2       AAA       AA+
                2002-QS3   M-3       AA-       A+
                2002-QS7   M-2       AAA       AA+
                2002-QS7   M-3       AA+       A
                2002-QS7   B-1       A         BBB-
                2002-QS9   M-1       AAA       AA+
                2002-QS9   M-2       AAA       AA
                2002-QS9   M-3       AA-       BBB
                2002-QS9   B-1       A-        BB
                2002-QS10  M-2       AAA       AA
                2002-QS10  M-3       AA        A-
                2002-QS11  M-1       AAA       AA+
                2002-QS11  M-2       AA        A+
                2002-QS11  M-3       BBB+      BBB
                2002-QS12  M-1       AAA       AA+
                2002-QS12  M-2       AA        A+
                2002-QS12  M-3       BBB+      BBB
                2002-QS14  M-1       AAA       AA+
                2002-QS14  M-2       AA+       A+
                2002-QS14  M-3       A         BBB
                2002-QS15  M-1       AAA       AA+
                2002-QS15  M-2       AA        A+
                2002-QS15  M-3       A-        BBB
                2002-QS17  M-1       AA+       AA
                2002-QS17  M-2       A+        A
                2002-QS19  M-1       AA+       AA
                2002-QS19  M-2       A+        A

Ratings affirmed:

  RALI Series Trust

      Series           Class                           Rating
      ------           -----                           ------
      1999-QS4    A-1, A-P, A-V                        AAA
      2001-QS16   A-2, A-P, A-V                        AAA
      2001-QS17   A-11, A-P, A-V                       AAA
      2002-QS3    A-4, A-5, A-12, A-P, A-V, M-1        AAA
      2002-QS4    A-1, A-3, A-4, A-P, A-V,             AAA
      2002-QS6    A-3, A-4, A-5, A-7, A-9              AAA
      2002-QS6    A-11, A-P, A-V                       AAA
      2002-QS7   A-1, A-2, A-3, A-7, A-8, A-16, A-P    AAA
      2002-QS7   A-V, M-1                              AAA
      2002-QS7   B-2                                   B
      2002-QS8   A-1, A-2, A-3, A-5, A-6, A-P          AAA
      2002-QS8   A-V,                                  AAA
      2002-QS9   A-1, A-2, A-10, A-P, A-V              AAA
      2002-QS9   B-2                                   B
      2002-QS10  A-4, A-5, A-P, A-V,                   AAA
      2002-QS11  A-4, A_5, A-7, A-8, A-P, A-V          AAA
      2002-QS12  A-2, A-3, A-4, A-5, A-6               AAA
      2002-SQ12  A-8, A-9 A-10, A-P, A-V               AAA
      2002-QS14  A-6, A-7, A-8, A-9                    AAA
      2002-QS14  A-10, A-11, A-12, A-P, A-V            AAA
      2002-QS15  CB, NB-1, NB-2, NB-3, A-P             AAA
      2002-QS15  A-V,                                  AAA
      2002-QS17  CB-1, CB-2, NB-1, NB-2, A-P, A-V      AAA
      2002-QS17  M-3                                   BBB
      2002-QS17  B-1                                   BB
      2002-QS17  B-2                                   B
      2002-QS19  A-1, A-2, A-3, A-4, A-5, A-6, A-7     AAA
      2002-QS19  A-8, A-P, A-V                         AAA
      2002-QS19  M-3                                   BBB
      2003-QA1   A-1, A-II                             AAA
      2003-QA1   M-1                                   AA
      2003-QA1   M-2                                   A
      2003-QA1   M-3                                   BBB
      2003-QR13  A-1, A-2, A-3, A-4, A-5               AAA
      2003-QR19  CB-1, CB-2, CB-3, CB-4                AAA
      2003-QR24  A-1, A-2, A-3, A-4, A-5, A-6, A-7     AAA
      2003-QS1   A-1, A-2, A-3, A-4, A-5, A-6          AAA
      2003-QS1   A-8, A-9, A-13, A-14                  AAA
      2003-QS1   A-10,A-P,A-V                          AAA
      2003-QS1   M-1                                   AA
      2003-QS1   M-2                                   A
      2003-QS1   M-3                                   BBB
      2003-QS1   B-1                                   BB
      2003-QS1   B-2                                   B
      2003-QS2   A-1, A-2, A-3, A-4, A-5, A-6          AAA
      2003-QS2   A-7, A-P,A-V,                         AAA
      2003-QS2   M-1                                   AA
      2003-QS2   M-2                                   A
      2003-QS2   M-3                                   BBB
      2003-QS2   B-1                                   BB
      2003-QS2   B-2                                   B
      2003-QS3   A-1, A-2, A-3, A-4, A-5, A-7          AAA
      2003-QS3   A-8, A-P, A-V                         AAA
      2003-QS4   A-1, A-2, A-3, A-4, A-5, A-6          AAA
      2003-QS4   A-P, A-V                              AAA
      2003-QS4   M-1                                   AA
      2003-QS4   M-2                                   A
      2003-QS4   M-3                                   BBB
      2003-QS4   B-1                                   BB
      2003-QS4   B-2                                   B
      2003-QS5   A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2003-QS5   A-V,                                  AAA
      2003-QS6   A-1,A-4,A-5,A-6,A-7,A-8               AAA
      2003-QS6   A-13, A-14, A-15, A-P, A-V            AAA
      2003-QS6   M-1                                   AA
      2003-QS6   M-2                                   A
      2003-QS6   M-3                                   BBB
      2003-QS6   B-1                                   BB
      2003-QS6   B-2                                   B
      2003-QS7   A-1,A-2,A-3,A-4,A-5,A-P,A-V           AAA
      2003-QS7   M-1                                   AA
      2003-QS7   M-2                                   A
      2003-QS7   M-3                                   BBB
      2003-QS7   B-1                                   BB
      2003-QS7   B-2                                   B
      2003-QS8   A-1, A-2, A-3 A-4, A-5, A-6, A-7      AAA
      2003-QS8   A-P, A-V                              AAA
      2003-QS8   M-1                                   AA
      2003-QS8   M-2                                   A
      2003-QS8   M-3                                   BBB
      2003-QS8   B-1                                   BB
      2003-QS8   B-2                                   B
      2003-QS10  A-1,A-2,A-3,A-4,A-5,A-7,A-8,A-9       AAA
      2003-QS10  A-10, A-11, A-12, A-13, A-14, A-15    AAA
      2003-QS10  A-16, A-P, A-V                        AAA
      2003-QS10  M-1                                   AA
      2003-QS10  M-2                                   A
      2003-QS10  M-3                                   BBB
      2003-QS10  B-1                                   BB
      2003-QS10  B-2                                   B
      2003-QS11  A-1,A-2,A-4,A-5,A-6,A-8,A-9           AAA
      2003-QS11  A-10, A-11, A-12, A-13, A-14          AAA
      2003-QS11  A-P, A-V                              AAA
      2003-QS11  M-1                                   AA
      2003-QS11  M-2                                   A
      2003-QS11  M-3                                   BBB
      2003-QS11  B-1                                   BB
      2003-QS11  B-2                                   B
      2003-QS13  A-V,A-1,A-P,A-10,A-8,A-9              AAA
      2003-QS13  A-7,A-6, A-5, A-3, A-2                AAA
      2003-QS13  M-1                                   AA
      2003-QS13  M-2                                   A
      2003-QS13  M-3                                   BBB
      2003-QS13  B-1                                   BB
      2003-QS13  B-2                                   B
      2003-QS15  A-V,A-P,A-7,A-6                       AAA
      2003-QS15  A-5,A-3, A-2, A-1                     AAA
      2003-QS15  M-1                                   AA
      2003-QS15  M-2                                   A
      2003-QS15  M-3                                   BBB
      2003-QS15  B-1                                   BB
      2003-QS15  B-2                                   B
      2003-QS17  A-I-1,NB-2,NB-1,CB-7,CB-6             AAA
      2003-QS17  CB-5, CB-4,CB-3, CB-2, A-V            AAA
      2003-QS17  A-P,NB-4,NB-3, CB-1, A-I-2            AAA
      2003-QS17  M-1                                   AA
      2003-QS17  M-2                                   A
      2003-QS17  M-3                                   BBB
      2003-QS17  B-1                                   BB
      2003-QS17  B-2                                   B
      2003-QS19  A-1,CB,NB-1,NB-2,NB-3,NB-4            AAA
      2003-QS19  NB-5, NB-6,NB-7, A-P, A-V             AAA
      2003-QS19  M-1                                   AA
      2003-QS19  M-2                                   A
      2003-QS19  M-3                                   BBB
      2003-QS19  B-1                                   BB
      2003-QS19  B-2                                   B
      2003-QS21  A-1,A-2,A-3,A-5,A-6, A-P, A-V         AAA
      2003-QS21  M-1                                   AA
      2003-QS21  M-2                                   A
      2003-QS21  M-3                                   BBB
      2003-QS21  B-1                                   BB
      2003-QS21  B-2                                   B
      2003-QS22  A-1,A-2,A-3,A-4,A-5,A-6,A-7           AAA
      2003-QS22  A-11,A-12,A-13,A-14                   AAA
      2003-QS22  A-P, A-V                              AAA
      2003-QS22  M-1                                   AA
      2003-QS22  M-2                                   A
      2003-QS22  M-3                                   BBB
      2003-QS22  B-1                                   BB
      2003-QS22  B-2                                   B
      2004-QA1   A-I, A-II                             AAA
      2004-QA1   M-1                                   AA
      2004-QA1   M-2                                   A
      2004-QA1   M-3                                   BBB
      2004-QA2   A-I, A-II                             AAA
      2004-QA2   M-1                                   AA
      2004-QA2   M-2                                   A
      2004-QA2   M-3                                   BBB
      2004-QA3   CB-I, CB-II, NB-I-1, NB-I-2           AAA
      2004-QA3   NB-II-1, NB-II-2                       AAA
      2004-QA3   M-1                                   AA
      2004-QA3   M-2                                   A
      2004-QA3   M-3                                   BBB
      2004-QA3   B-1                                   BB
      2004-QA3   B-2                                   B
      2004-QA4   CB-I, NB-I-1, NB-II-2                 AAA
      2004-QA4   NB-II-1, NB-II-3 NB-III               AAA
      2004-QA4   M-1                                   AA
      2004-QA4   M-2                                   A
      2004-QA4   M-3                                   BBB
      2004-QA4   B-1                                   BB
      2004-QA4   B-2                                   BB
      2004-QA4   B-3                                   B
      2004-QA5   A-I-IO, A-I, A-II, A-III-1, A-III-2   AAA
      2004-QA5   A-III-IO-1, A-III-3, A-III-IO-2       AAA
      2004-QA5   M-1                                   AA
      2004-QA5   M-2                                   A
      2004-QA5   M-3                                   BBB
      2004-QA5   B-1                                   BB
      2004-QA5   B-2                                   B
      2004-QA6   CB-I, NB-1, NB-II, CB-II              AAA
      2005-QA6   NB-III-1, NB-III-2                    AAA
      2004-QA6   NB-IV, NB-III-3                       AAA
      2004-QA6   M-1                                   AA
      2004-QA6   M-2                                   A
      2004-QA6   M-3                                   BBB
      2004-QA6   B-1                                   BB
      2004-QA6   B-2                                   B
      2004-QS1   A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS1   A-V                                   AAA
      2004-QS1   M-1                                   AA
      2004-QS1   M-2                                   A
      2004-QS1   M-3                                   BBB
      2004-QS1   B-1                                   BB
      2004-QS1   B-2                                   B
      2004-QS2   A-I-1, A-I-2, A-I-3, A-I-4, A-I-5     AAA
      2004-QS2   CB, A-P, A-V                          AAA
      2004-QS2   M-1                                   AA
      2004-QS2   M-2                                   A
      2004-QS2   M-3                                   BBB
      2004-QS2   B-1                                   BB
      2004-QS2   B-2                                   B
      2004-QS4   A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS4   A-V, A-7                              AAA
      2004-QS4   M-1                                   AA
      2004-QS4   M-2                                   A
      2004-QS4   M-3                                   BBB
      2004-QS4   B-1                                   BB
      2004-QS4   B-2                                   B
      2004-QS5   A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS5   A-V, A-7, A-8                         AAA
      2004-QS5   M-1                                   AA
      2004-QS5   M-2                                   A
      2004-QS5   M-3                                   BBB
      2004-QS5   B-1                                   BB
      2004-QS5   B-2                                   B
      2004-QS7   A-1, A-2, A-3, A-4, A-5, A-P          AAA
      2004-QS7   A-V                                   AAA
      2004-QS7   M-1                                   AA
      2004-QS7   M-2                                   A
      2004-QS7   M-3                                   BBB
      2004-QS7   B-1                                   BB
      2004-QS7   B-2                                   B
      2004-QS8   A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS8   A-V, A-7, A-8, A-9, A-10, A-11, A-12  AAA
      2004-QS8   M-1                                   AA
      2004-QS8   M-2                                   A
      2004-QS8   M-3                                   BBB
      2004-QS8   B-1                                   BB
      2004-QS8   B-2                                   B
      2004-QS10  A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS10  A-V                                   AAA
      2004-QS10  M-1                                   AA
      2004-QS10  M-2                                   A
      2004-QS10  M-3                                   BBB
      2004-QS10  B-1                                   BB
      2004-QS10  B-2                                   B
      2004-QS11  A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS11  A-V, A-7                              AAA
      2004-QS11  M-1                                   AA
      2004-QS11  M-2                                   A
      2004-QS11  M-3                                   BBB
      2004-QS11  B-1                                   BB
      2004-QS11  B-2                                   B
      2004-QS12  A-1, A-2, A-3, A-4, A-5, A-6, A-P     AAA
      2004-QS12  A-V                                   AAA
      2004-QS12  M-1                                   AA
      2004-QS12  M-2                                   A
      2004-QS12  M-3                                   BBB
      2004-QS12  B-1                                   BB
      2004-QS12  B-2                                   B


RESMED INC: Earns $22 Million of Net Income in Qtr. Ended Dec. 31
-----------------------------------------------------------------
ResMed Inc. (NYSE:RMD) reported record revenue and income results
for the quarter ended Dec. 31, 2005.

Revenue for the quarter was $146.4 million, a 41% increase over
the quarter ended Dec. 31, 2004.  Gross margin was 63% for the
quarter ended Dec. 31, 2005.

For the six months ended Dec. 31, 2005, revenues were $273.5
million, an increase of 43% over the $191.6 million for the six
months ended Dec. 31, 2004.

The Company's net income for the quarter ended Dec. 31, 2005,
totaled $22.3 million, compared to $17.4 million of net income for
the same period in 2004.

For the six months ended Dec. 31, 2005, the Company's net income
totaled $38.7 million, compared to $31.3 million of net income for
the same period in 2004.

"In the second quarter of fiscal 2006, sales in the Americas
increased by a record 50% over the year ago quarter to $78.3
million, reflecting continued strong demand for our new Mirage
Swift(TM) patient interface and full face mask as well as a rapid
adoption of our S8(TM) flow generator platform," Peter C. Farrell
Ph.D., Chairman and Chief Executive Officer, commented.

At Dec. 31, 2005, assets were $860 million and liabilities were
$334 million, resulting in a stockholders' equity of $525 million.

Headquartered in San Diego, California, ResMed Inc. --
http://www.resmed.com/-- is a leading manufacturer of medical
equipment for the treatment and management of sleep-disordered
breathing and other respiratory disorders.  The Company is
dedicated to developing innovative products to improve the lives
of those who suffer from these conditions and to increasing
awareness among patients and healthcare professionals for the
potentially serious health consequences of untreated sleep-
disordered breathing.

ResMed Inc.'s 4% Convetible Subordinated Notes due June 20, 2006,
carry Standard & Poor's B rating.


ROCK-TENN CO: Increased Debt Level Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed Rock-Tenn Company's long term
debt ratings under review for possible downgrade.  The review was
prompted by ongoing margin pressure that, given the background of
increased debt levels as a consequence of an acquisition that was
completed last year, has caused credit protection measures to lag
those appropriate for the current ratings.  Moody's will conduct a
comprehensive examination of the company's plans to increase
margins.  This will also involve a review of steps the company can
take to insulate its margins from increasing input costs.  It is
expected that Moody's review will be completed in approximately 90
days.

Actions:

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

   * Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba3

Outlook, Changed To Rating Under Review From Stable

Headquartered in Norcross, Georgia, Rock-Tenn Company, provides
marketing and packaging solutions to consumer products companies
from operating locations in the United States, Canada, Mexico,
Argentina and Chile.


SAINT VINCENTS: Creditors Can File Proofs of Claim Until March 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set March 30, 2006, as the deadline for all creditors owed money
by Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates to file proofs of claim based on prepetition
debts.

As reported in the Trouble Company Reporter on Jan. 17, 2006, the
Debtors asked the Court to require all creditors, even those whose
claims are not listed in their Schedules of Assets and Liabilities
as disputed, contingent, or unliquidated, to file proofs of claim
for three reasons:

   (1) The Debtors could not be sure that they have identified
       the exact amounts they owe as of the Petition Date given
       their accounting systems.

   (2) Some creditors failed to issue to the Debtors appropriate
       invoices or credit advices for the periods just before the
       Petition Date.  Similarly, the Debtors may have failed to
       record all invoices or credit advices actually received.

   (3) Because certain of the Debtors' operations closed prior to
       the Petition Date, the records for those facilities were
       particularly difficult to assess for the purpose of
       preparing the Schedules and accurately identifying claims
       as contingent, unliquidated, or disputed.

Each person or entity that asserts a prepetition claim against the
Debtors must file an original, written proof of the claim that
substantially conforms to Official Form No. 10 so as to be
received on or before the Bar Date by Bankruptcy Services LLC, the
Debtors' claims agent, either by overnight delivery, by hand
delivery, or by mailing to the Bankruptcy Court - St. Vincents
Claims Processing unit.

The St. Vincents Claims Processing Center will not accept Proofs
of Claim sent by facsimile, telecopy, or electronic mail
transmission.

The Proofs of Claim will be deemed timely filed only if the claims
are actually received by the St. Vincents Claims Processing Center
on or before the Bar Date.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease must file a
proof of claim based on the rejection by the later of:

   (a) the Bar Date; or

   (b) the date which is 30 days after the effective date of the
       rejection.

                      Proofs of Claim Form

The Debtors prepared a customized Proof of Claim Form, which will
be further customized when sent to a creditor to contain certain
information about that creditor, its claim, and the Debtor
against which its claim may lie.  The creditor is required to
file a Proof of Claim, confirming the Debtor against which it is
asserting a claim and identifying the amount and type of the
claim.

The Proof of Claim Form also makes certain modifications to the
Official Form No. 10, including:

   (a) allowing the creditor to correct any incorrect information
       contained in the name and address portion;

   (b) adding certain instructions;

   (c) highlighting that supporting documentation must be
       provided in connection with the filing of a Proof of
       Claim, and adding that voluminous supporting documentation
       otherwise allowed to be summarized must be provided upon
       the Debtors' request; and

   (d) updating claim amounts entitled to priority status under
       Section 507(a), amended by the Bankruptcy Abuse Prevention
       and Consumer Protection Act of 2005.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Authorizes Proskauer Rose Retention
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to employ Proskauer Rose LLP as their
special labor counsel, nunc pro tunc to July 5, 2005.

Proskauer represents employers in connection with a variety of
problems and issues involving employee relations, including, but
not limited to, collective bargaining, reductions-in-force and
other corporate restructurings, development of employment policies
and procedures, negotiation and drafting of employment agreements,
compliance with immigration regulations and procedures, and wage
and hour practices and audits.

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Proskauer will provide services with respect to issues relating to
federal labor law, including, without limitation, representation
of the Debtors on issues relating to labor relations, collective
bargaining agreements, negotiations, and arbitrations flowing from
discharges and contracts interpretation.  Proskauer will also act
as counsel with respect to other labor related issues as may be
requested by the Debtors.

The Debtors propose to pay Proskauer its customary hourly rates in
effect from time to time and reimburse the firm for incurred
expenses.

Proskauer's current hourly rates in its United States offices are:

               Professional               Hourly Rate
               ------------               -----------
           Members & Counsel             $465 to $750
           Associates                    $230 to $475
           Paraprofessionals & Staff     $125 to $148

Prior to Nov. 1, 2005, Proskauer's hourly rates in its United
States offices were:

               Professional               Hourly Rate
               ------------               -----------
           Members & Counsel             $465 to $700
           Associates                    $230 to $400
           Paraprofessionals & Staff     $125 to $148

David H. Diamond, a partner at Proskauer, assures the Court that
the Firm does not hold or represent an interest that is adverse to
the Debtors or the Debtors' estates with respect to the matters on
which Proskauer is to be employed.

As of the Petition Date, the Debtors owed Proskauer $150,000 for
services provided and expenses accrued.  Proskauer filed a proof
of claim for that amount.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SECURITY CAPITAL: Selling 91.52% Interest in Primrose Unit
----------------------------------------------------------
Security Capital Corporation (AMEX: SCC) entered into a definitive
stock purchase agreement on Feb. 10, 2006 to sell its 91.52%
interest (on a fully-diluted basis) in its Primrose Holdings, Inc.
subsidiary to an affiliate of American Capital Strategies, Ltd.
(Nasdaq: ACAS).

The aggregate purchase price for the Company's interest in
Primrose and those interests in Primrose held by minority
stockholders and optionholders is $85 million, subject to certain
adjustments set forth in the agreement relating to payables owed
to the Company and Capital Partners, Inc., employee bonuses and
transaction expenses, resulting in a net aggregate purchase price
of approximately $82.3 million.

Primrose is engaged in the franchising of educational childcare
centers, with related activities in real estate consulting and
site selection services in the Southeast, Southwest and Midwest.
Primrose currently is one of the Company's two reportable
segments, with the other being the employer cost containment and
health services segment that consists of WC Holdings, Inc.

The Company is pursuing a formal sale process for the Company in
order to seek the highest price reasonably obtainable for the
stockholders of the Company.  The formal sale process could
involve a single transaction for the sale of the Company as a
whole, or separate transactions for the sale of Primrose followed
by the sale of the remainder of the Company.  In the course of
conducting the formal sale process, the Company has explored both
alternatives and the Company's Board of Directors has determined
that the best way to maximize value for the Company's stockholders
is to sell Primrose and the remainder of the Company in separate
transactions.

"The sale of Primrose represents a significant step towards
completing Security Capital's formal sale process," Brian D.
Fitzgerald, Chairman, President and CEO of the Company, stated.
"Together with UBS Securities LLC, our financial advisor, we are
working to finalize the remaining aspects of the formal sale
process and currently expect to enter into a definitive agreement
during the first quarter of 2006 to sell the remainder of Security
Capital."

It is expected that the Company will realize for its 91.52%
interest (on a fully-diluted basis) in Primrose approximately
$76.4 million (or approximately $11.06 per diluted share of the
Company), on a pre-tax basis, and $57.5 million (or approximately
$8.33 per diluted share of the Company), on a post-tax basis.  The
Company does not currently intend to issue a special cash dividend
to its stockholders with respect to the net proceeds of the sale
of Primrose payable to it, but instead expects to retain such net
proceeds until the completion or termination of the Company's
formal sale process.

The consummation of the Primrose transaction is subject to
customary closing conditions, including the expiration of all
waiting periods required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and is expected to close by April 15,
2006.

UBS Securities LLC is the Company's financial advisor, and Morgan,
Lewis & Bockius LLP and Richards, Layton & Finger, P.A. are the
Company's legal advisors.  Hill Street Capital LLC is providing a
fairness opinion in conjunction with the sale of Primrose.

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith. The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child-care centers, with related
activities in real estate consulting and site selection services
in the Southeast, Southwest and Midwest.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.

                        *     *     *

                           Waivers

At Dec. 31, 2004, WC Holdings, Inc., maintained an $8,000
revolving line of credit, and Primrose maintained a $1,000
revolving line of credit.  The WC Revolver was replaced with the
Amended WC Revolver on March 31, 2005.  There were no borrowings
under the WC Revolver or the Primrose Revolver at Dec. 31, 2004.
Management believes that cash flow from operations along with the
available borrowing capacity under the Revolvers will be
sufficient to fund Security Capital's operations and service its
debt for the next 12 to 24 months.

As a result of the transactional, financial and operational
relationships between the CompManagement, Inc., companies and
certain members of CMI Management, and the failure to obtain the
lender's prior written consent for certain acquisitions and other
actions taken during 2004, WC was in default of certain covenants
under the WC Revolver and the WC Term Debt.  WC had obtained a
waiver from the lender for these events of default prior to the
filing of its Form 10-Q for the quarter ended Sept. 30, 2004.

The Term Loan and Amended WC Revolver contain restrictive
covenants that prohibit or limit certain actions, including
specified levels of capital expenditures, investments and
incurrence of additional debt, and require the maintenance of a
minimum fixed charge ratio.  Borrowings are secured by a pledge of
substantially all assets at the subsidiary level, as well as a
pledge of the Company's ownership in the subsidiary.  The Credit
Agreement contains provisions that required WC to deliver audited
financial statements for 2004 to the lender by the end of
April and require WC to deliver monthly financial statements
beginning April 2005.  WC has obtained a waiver from the lender
until June 30, 2005, to deliver audited financial statements for
2004 and until Aug. 31, 2005, to begin delivering monthly
financial statements.


SENIOR HOUSING: Earns $10.5 Million of Net Income in 4th Quarter
----------------------------------------------------------------
Senior Housing Properties Trust (NYSE: SNH) disclosed its
financial results for the quarter and year ended Dec. 31, 2005.

Income from continuing operations was $10.5 million for the
quarter ended December 31, 2005, compared to $16.5 million for the
quarter ended December 31, 2004.  Income from continuing
operations for the quarter ended December 31, 2005, included an
impairment loss of $1.8 million related to a nursing home property
that is being closed and will be offered for sale.  It also
included a loss on early extinguishment of debt of $5.2 million
related to the redemption of a portion of SNH's 7-7/8% senior
notes.  In addition, income from continuing operations for the
quarter ended December 31, 2005, included $600,000 of legal costs
related to SNH's litigation with HealthSouth Corporation, compared
to $200,000 for the quarter ended December 31, 2004.

Net income for the quarter ended December 31, 2005, was
$15.7 million compared to net income of $16.5 million for the
quarter ended December 31, 2004.  In addition to the impairment
loss, loss on early extinguishment of debt and HealthSouth
litigation costs, net income for the quarter ended Dec. 31, 2005,
included a gain on sale of properties of $5.2 million related to
two properties that were sold during the fourth quarter.

Funds from operations for the quarter ended December 31, 2005,
were $22.2 million.  This compares to FFO for the quarter ended
December 31, 2004, of $24.4 million.  FFO for the quarter ended
December 31, 2005, includes the HealthSouth litigation costs and a
$4.1 million loss for the cash premium paid for the senior note
redemption.

The weighted average number of common shares outstanding totaled
69.4 million and 64.3 million for the quarters ended December 31,
2005 and 2004.

          Results for the Year ended December 31, 2005

Income from continuing operations was $52.8 million for the year
ended December 31, 2005, compared to $55.5 million for the year
ended December 31, 2004.  Net income was $58.7 million for the
year ended December 31, 2005, compared to $56.7 million for the
same period last year.  Income from continuing operations and net
income for the year ended December 31, 2005, each included the
impairment loss and loss on early extinguishment of debt.  The
full year results include HealthSouth litigation costs of
$1.85 million and $285,000 for the years ended December 31, 2005
and 2004.  Net income for the year ended December 31, 2005
included a gain on sale of properties of $5.9 million.

FFO for the year ended December 31, 2005 were $99.3 million.
This compares to FFO for the year ended December 31, 2004 of
$94.8 million.  FFO for the year ended December 31, 2005, includes
the HealthSouth litigation costs and the $4.1 million.

The weighted average number of common shares outstanding totaled
68.8 million and 63.4 million for the years ended December 31,
2005 and 2004.

Senior Housing Properties Trust is a real estate investment trust,
or REIT, which invests in senior housing properties, including
apartment buildings for aged residents, independent living
properties, assisted living facilities and nursing homes.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Fitch Ratings has affirmed the 'BB+' senior unsecured debt rating
of Senior Housing Properties Trust.  Fitch also affirms the 'BB-'
rating of trust preferred securities issued by SNH Capital Trust
I, a wholly owned financing subsidiary of SNH.  Fitch said the
outlook remains stable.


SEPRACOR INC: S&P Upgrades Corporate Credit Rating to B+ from B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on specialty
pharmaceutical company Sepracor Inc.  The corporate credit rating
was raised to 'B+' from 'B'.  The outlook is positive.

The actions reflect Sepracor's improving operating performance due
to growing sales of its Lunesta and Xopenex pharmaceutical
franchises.  Standard & Poor's believes that the improving
performance related to increasing cash flows will significantly
improve the company's credit protection measures over the
intermediate term and that the substantial on-hand cash provides
more-than-adequate liquidity.  However, Sepracor still has a heavy
debt burden and must continue to successfully compete against much
larger current and future rivals.

Marlborough, Massachusetts-based Sepracor specializes in the
development and marketing of medications to treat respiratory and
central nervous system disorders.  The company has two significant
products on the market:

   * asthma treatment Xopenex; and
   * insomnia treatment Lunesta.

Because of Sepracor's need to heavily promote its products, the
company must increase its marketing spending, such as for sales
force expansion and increased direct-to-consumer advertising.
This increase in spending may keep cash flows negative in the near
term. However, Standard & Poor's believes that the company's sales
base will continue to significantly expand and will soon more than
support the growing cost structure.


SOLUTIA INC: Files Plan of Reorganization & Disclosure Statement
----------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) filed its Plan of
Reorganization and Disclosure Statement with the Bankruptcy Court
for the Southern District of New York yesterday.  The filing of
the Plan of Reorganization is supported by the Official Committee
of Unsecured Creditors, Monsanto Company (NYSE: MON), Pharmacia
Corporation, and the Official Committee of Retirees.

"While we still have much to do in order to complete this process,
filing our Plan of Reorganization takes us one significant step
closer to successfully reorganizing Solutia," said Jeffry N.
Quinn, president and CEO, Solutia Inc.  "This Plan of
Reorganization will enable Solutia to emerge from Chapter 11 later
this year with an improved competitive position."

                 Relief from Legacy Liabilities

The Plan of Reorganization will provide Solutia with significant
relief from the legacy liabilities it was required to assume when
spun off from Pharmacia (formerly known as Monsanto) in 1997.
These legacy liabilities include:

     1) retiree medical, retiree life insurance, and disability
        benefits for those individuals whom retired or became
        disabled prior to The Solutia Spinoff;

     2) environmental remediation costs related to activities of
        the chemicals business of Pharmacia that occurred prior to
        The Solutia Spinoff; and

     3) toxic tort litigation costs relating to chemical exposure
        associated with the activities of Pharmacia that occurred
        prior to The Solutia Spinoff.

                 $250 Million of New Investment

The Plan of Reorganization provides for $250 million of new
investment in Reorganized Solutia.  This investment will be in the
form of a rights offering to certain unsecured creditors, whom
will be given the opportunity to purchase 22.7% of the common
stock in the reorganized company.  Monsanto will backstop the
rights offering, meaning it will commit to purchase up to the
entire $250 million of stock, thereby making up for any amount of
the rights offering left unsubscribed by the unsecured creditors.
Of this $250 million:

     * $175 million will be set-aside in a Voluntary Employees'
       Beneficiary Association Retiree Trust to fund the Retiree
       Welfare Benefits for those Pre-Spin Retirees whom receive
       these benefits from Solutia;

     * $50 million will be used by Reorganized Solutia to fund its
       environmental remediation commitments in Anniston, Alabama,
       and Sauget, Illinois; and

     * $25 million will be used by Reorganized Solutia to pay for
       any of the legacy liabilities that are being retained by
       the company.

           Relief from Tort Litigation & Environmental
                     Remediation Liabilities

Under the Plan of Reorganization, as between it and Solutia,
Monsanto also will assume financial responsibilities in the areas
of tort litigation and environmental remediation.

   * Monsanto will be financially responsible for all current
     and future tort litigation costs arising from Pharmacia's
     chemical business prior to The Solutia Spinoff.  This
     includes litigation arising from exposure to PCBs and other
     chemicals.

   * Monsanto will accept financial responsibility for
     environmental remediation obligations at all sites for
     which Solutia was required to assume responsibility at The
     Solutia Spinoff but which were never owned or operated by
     Solutia.  This includes more than 50 sites with active
     remediation projects and approximately 200 additional known
     sites and off-site disposal facilities, as well as sites
     that are not yet identified at this time.

   * Monsanto will share with Solutia financial responsibility
     for off-site remediation costs in Anniston, Alabama and
     Sauget, Illinois.  Under this cost-sharing mechanism:

     -- Solutia will pay the first $50 million out of the proceeds
        from the rights offering;

     -- Monsanto would pay the next $50 million, minus amounts it
        paid toward these sites during Solutia's Chapter 11 case;

     -- Solutia would have responsibility for the next
        $325 million, if needed;

     -- after which Monsanto and Solutia would share
        responsibility equally.

     Under certain circumstances, Solutia would be able to defer
     paying certain off-site remediation costs relating to these
     sites that exceed $30 million in any calendar year, up to
     $25 million in the aggregate.  Any deferred amounts would be
     paid in the interim by Monsanto, but subject to repayment by
     Solutia at a later date.

                       Retiree Settlement

The Plan of Reorganization provides for a comprehensive retiree
settlement that was negotiated with the Retirees Committee, which
represents more than 23,000 people whom are former employees of
Pharmacia and Solutia and their dependents.  Although the
settlement includes benefit modifications, the Plan of
Reorganization provides significant current funding of these
benefit obligations, which greatly improves Solutia's ability to
meet these benefit obligations going forward.  Under the
settlement, retirees will retain their company-provided medical
benefits, although their costs for such benefits will increase.
Most retirees will retain their company-provided life insurance
benefits, although some will experience a modification in the
benefit provided.  The settlement also maintains Solutia's rights
according to a separate 2001 settlement and a post-settlement
retiree medical plan, under which the company intends to make
certain changes effective Jan. 1, 2007, including the elimination
of company-provided medical benefits for certain groups of
retirees that also are eligible for Medicare coverage.

Details of the settlement are available at no charge at
http://www.solutia.com/reorganization/retirees.asp

In consideration for the contemplated modification in benefits,
the retirees will receive an unsecured claim for $35 million in
Solutia's Chapter 11 case.  The common stock received in
Reorganized Solutia on account of this claim would be deposited
into a Voluntary Employees' Beneficiary Association Retiree Trust
that would be used to pay Retiree Welfare Benefits.  This
is in addition to the $175 million from the rights offering that
will be deposited into the VEBA Retiree Trust.  The VEBA Retiree
Trust will be a bankruptcy-remote entity and will be managed by an
independent trustee.

        Operating Agreements Between Solutia and Monsanto

The Plan of Reorganization includes an assumption and extension of
commercial and operating agreements between Solutia and Monsanto.
The Plan also seeks a discharge for Solutia from most pre-petition
claims.  Except for those liabilities for which Monsanto is
specifically assuming financial responsibility, the Plan seeks a
release for Monsanto and Pharmacia from certain pre-Solutia
Spinoff liabilities, including those related to Retiree Welfare
Benefits.  Under the Plan, Reorganized Solutia will be an
independent, publicly traded company.

              Anticipated Recoveries and Valuation

The Plan of Reorganization contains details regarding how the
claims of each class of creditors and interest holders will be
treated.  Solutia's senior secured notes and debtor-in-possession
financing will be repaid in full from proceeds from an exit-
financing package to be arranged by the company to the extent that
claims relating to such are allowed by the court.  Monsanto will
be financially responsible for legacy tort claims, which are
unimpaired under the Plan.  In consideration for its contributions
described in the Plan, the resolution of its claim in Solutia's
Chapter 11 case, and the settlement of ongoing and potential
litigation in the case, among other things, Monsanto will receive
common stock in Reorganized Solutia.  If Monsanto is required to
make the full new money investment contemplated by the rights
offering due to its backstop commitment, and based upon the range
of unsecured claims as stated below, Monsanto's equity interest in
the reorganized company would range from approximately 45% to 49%.
The holders of allowed general unsecured claims would receive the
remainder of the common stock in Reorganized Solutia. Under the
Plan, holders of equity interests in Solutia will receive no
distributions on account of such equity interests.

Within the Disclosure Statement, Solutia currently estimates that
the amount of allowed general unsecured claims in the Chapter 11
case will be approximately $800 million to $1 billion.  However,
the ultimate size of the general unsecured claims pool may vary
from this estimate, and the actual general unsecured claims pool
may be outside the estimated range.  The company also estimates
that the enterprise value range of Reorganized Solutia will be
approximately $2 billion to $2.3 billion, with corresponding
implied reorganization equity value of approximately $700 million
to $1.1 billion.  At the mid-point of the estimated range of
implied reorganized equity value, the estimated potential range of
recoveries for holders of general unsecured claims will be
approximately 48% to 56%.  Recoveries may be impacted by the
resolution of litigation pending in the case and are subject to
dilution as a result of the exercise of certain rights including
any equity issued to employees or future directors and any options
or other rights to acquire shares.

                    Meeting the Four Objectives
              of the Solutia Reorganization Strategy

Since beginning the Chapter 11 process, Solutia has been
implementing a reorganization strategy focused on four objectives
in order to maximize the value of the estate, address the factors
that led to the Chapter 11 filing, and enable Solutia to emerge
from Chapter 11.  Solutia has taken significant steps to meet
these four objectives:

     1) Manage the business to enhance Solutia's performance.

        Solutia has conducted thorough strategic reviews of its
        businesses; adopted a more proactive commercial approach;
        implemented more performance-based compensation programs;
        and begun to shape a new, more proactive corporate
        culture.  In addition, the company has implemented a
        series of successful cost-reduction initiatives at the
        plant and corporate level; reduced employee headcount;
        achieved significant cost savings through changes to both
        non-union and union employee benefits as well
        as retirement and other post-employment benefits; and
        achieved substantial cost savings by rejecting or
        renegotiating numerous contracts and leases.

     2) Make changes to Solutia's asset portfolio to maximize the
        value of the estate.

        Solutia has invested in key growth businesses.
        Specifically, the company has entered into an agreement to
        purchase the remaining 51% stake in its Quimica M joint
        venture, which includes a polyvinyl butryal interlayer
        plant in Puebla, Mexico; begun the construction of a new
        PVB interlayer plant in Suzhou, China; installed new
        production lines for metallized films and dyed films at
        its site in Martinsville, Virginia; and doubled its
        production capacity of heat transfer fluids in Suzhou,
        China.

        Solutia also has closed unprofitable businesses such as
        acrylic fibers and chlorobenzenes, as well as unprofitable
        operations including the nylon industrial fiber part of
        its plant in Pensacola, Florida and the J.F. Queeny plant
        in St. Louis.

        In addition, Solutia has divested non-core assets such as
        its 50% stake in the Astaris phosphates joint venture and
        the Axio Research Corporation component of its
        pharmaceutical services business.  Also, Solutia and Akzo-
        Nobel are exploring the possible sale of Flexsys, their
        50/50 rubber chemicals joint venture.

     3) Achieve reallocation of legacy liabilities.

        Solutia has negotiated and filed a Plan of Reorganization
        under which it would gain significant relief from the
        legacy environmental, tort and retiree liabilities.

     4) Negotiate an appropriate capital structure.

        Solutia has negotiated and filed a Plan of Reorganization
        that would allow Reorganized Solutia to convert a
        significant portion of its pre-petition debt to equity.
        In addition, Solutia's proposed capital structure under
        the Plan would include pre-funding of a significant
        portion of its pension funding obligations.  As a result
        of this Plan, Reorganized Solutia would gain an improved
        balance sheet and a more appropriate capital structure.

              The Businesses of Reorganized Solutia

Actions taken by Solutia management have positioned Reorganized
Solutia with a strong portfolio of businesses, many of which have
industry-leading positions within their markets.  These four
business lines include:

     1) Integrated Nylon - Solutia is one of the world's largest
        integrated producers of Nylon 6,6, with products including
        nylon plastics, carpet fibers and intermediate chemicals.
        In 2005, Integrated Nylon comprised about 58% of Solutia's
        net sales.

     2) Laminated Glazing Interlayers - Solutia is the world's
        largest producer of polyvinyl butryal (PVB) interlayers,
        which are used by engineers and architects to improve the
        properties of laminated glass found in automobiles and
        buildings.  In 2005, Laminated Glazing Interlayers
        comprised about 22% of Solutia's net sales.

     3) CPFilms - Solutia is the world's largest producer of high-
        quality branded aftermarket window films, which are
        primarily used by consumers to improve the properties of
        glass already present in automobiles and buildings.  In
        2005, CPFilms comprised about 7% of Solutia's net sales.

     4) Specialty Products and Services - Solutia operates a
        unique set of five specialty businesses: Plastic Products,
        Technical Products, Heat Transfer Fluids, Aviation Fluids,
        and Pharmaceutical Services.  These businesses are well
        positioned, and, in many cases, are world leaders.
        Together, these businesses comprised about 13% of the
        company's net sales in 2005.

Solutia's Plan of Reorganization and Disclosure Statement are
available at no charge at http://www.solutia.com/reorganization

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


STARWOOD HOTELS: Inks New $1.5 Billion Revolving Loan Commitment
----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) closed a
new, five-year $1.5 billion Senior Credit Facility on Feb. 10,
2006.  The New Facility replaces the existing $1.45 billion
Revolving and Term Loan Credit Agreement, which would have matured
in October 2006.  The New Facility enhances the Company's
financial flexibility at a significantly lower financing cost and
is expected to be used for general corporate purposes.  The
$1.5 billion multi-currency revolving loan commitment was provided
by a syndicate of 24 banks, including Deutsche Bank, JP Morgan
Chase Bank and Bank of America (Lead Arrangers), Societe Generale,
and Calyon.  The New Facility matures on Feb. 10, 2011.

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services revised its outlook on hotel
and leisure company Starwood Hotels & Resorts Worldwide Inc. to
positive from stable.  At the same time, the ratings were affirmed
on the Company, including the 'BB+' corporate credit rating.

In addition, Standard & Poor's placed its 'BB+' ratings on
Starwood subsidiary ITT Corp.'s $450 million senior notes and $150
million senior notes on CreditWatch with negative implications,
reflecting the expectation that these obligations will be assumed
by Host Marriott Corporation (BB-/Stable/--), a lower rated
entity, subject to bondholder consent.  The ratings on the notes
would be lowered to the level of Host's senior unsecured rating,
which is currently 'BB-', if they are assumed on a pari-passu
basis upon the close of the transaction expected by the first
quarter of 2006.


STEINWAY MUSICAL: Moody's Rates Proposed $175 Mil. Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Steinway
Musical Instruments' Inc.'s proposed $175 million senior unsecured
notes and changed the ratings outlook to stable from negative.
The Ba3 corporate family rating was affirmed.  The stable outlook
reflects a more conservative financial profile over the last
couple of years and improving credit metrics.  The stable outlook
also reflects a lower cost of capital and corresponding interest
coverage improvement caused by this transaction.

Proceeds from the new notes are expected to be used to refinance
the existing 8.75% senior unsecured notes with an outstanding
principal amount of about $166 million.  The ratings on the
existing notes will be withdrawn upon repayment of the notes.  The
senior unsecured notes will be issued by Steinway Musical
Instruments, Inc., and will be guaranteed on a senior unsecured
basis by all of the company's existing and future domestic
subsidiaries.  The notes will rank pari passu with existing and
future senior debt, except as to security granted to the bank
facility comprised of working capital and fixed assets.  The notes
will contain customary covenants.  The Ba3 rating on the notes is
at the same level as the corporate family rating principally due
to the preponderance of the notes in the debt structure.  Moody's
also believes that there is a significant amount of unrecorded and
unencumbered intangible assets based upon the market value of the
company's trademarks, especially in the Steinway name.

Over the past couple of years, Steinway has shown increased
financial discipline evidenced by internally financed
acquisitions, continued lack of dividends and no share repurchases
since early 2004.  In addition to internally funding the Leblanc
acquisition, Steinway's consistent generation of operating cash
flow has resulted in steady deleveraging with adjusted debt/EBITDA
falling to 4.7x in the LTM ended September 30, 2005 from over 5.5x
in 2003.  Over this time frame, operating margins have also
improved to 11.2% from 9.5%, despite modest demand in the US,
principally because of improvements in the Band segment.  The Band
segments reported operating margins increased to 6.5% in the nine
months ended Sept. 30, 2005, from 4.9% for the similar period in
2003.  This improvement was mostly a result of the reduction in
excess manufacturing capacity as well as the higher margin
outsourced student instruments.

Steinway's ratings remain constrained by its limited financial
flexibility resulting from high, albeit decreasing, debt levels,
increasing raw material prices and modest demand, especially in
the U.S.  The continuing trend of high fuel cost and its impact on
consumer spending are also concerns, although the relatively high
net worth of the company's target customer for pianos helps buffer
these risks.  The ratings further reflect the discretionary nature
of the demand for Steinway's products, heavy competition in the
band segment and potential additional cash outlays for future
restructurings in the band segment.

The company's leading market shares in both the Piano and Band
segments, strong brand names and an experienced management team
also help support the company's ratings.  Additional ratings
support comes from Steinway's diversified product offering, stable
demographic trends, and by the company's diversified customer
base.  The company's liquidity is good with consistent operating
cash flow and expected availability under the $85 million
revolver.

A positive outlook or a ratings upgrade could be considered if
consumer demand significantly increases both domestically and
internationally and the company continues to eliminate excess
capacity and reduce cost, and maintain a conservative financial
profile.  Key credit metrics driving potential upward ratings
pressure would be adjusted leverage falling below 3.5x, interest
coverage exceeding 3.5x, and operating margins being maintained at
or about their current low teen levels.

Downward ratings pressure could arise with leveraged acquisitions,
a severe pull back in consumer spending, a significant erosion in
market share or EBIT margins due to increasing competition, or a
material change in strategy.  Key credit metrics driving potential
downward rating pressure would be debt/EBITDA being greater than
5.5x, interest coverage falling below 2.5x and single digit EBIT
margins.  A large dividend or implementation of a share repurchase
program could also cause the ratings to be downgraded.

Rating assigned:

   * $175 million senior unsecured notes due 2014 at Ba3.

Rating affirmed:

   * Corporate family rating at Ba3.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments.  The company's products include Bach
Stradivarius trumpets, Selmer Paris saxophones, C.G. Conn French
horns, Leblanc clarinets, King trombones, Ludwig snare drums, and
Steinway & Sons pianos.  Revenues for the year ended December 31,
2005 are expected to approximate $387 million.


STEINWAY MUSICAL: S&P Rates Planned $175 Million Sr. Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Waltham,
Massachusetts-based Steinway Musical Instruments Inc. to stable
from negative.

A 'BB-' rating was also assigned to Steinway's planned $175
million senior unsecured note issue due in 2014.  Upon completion
of the planned note sale, the rating on Steinway's existing senior
unsecured notes due in 2009 will be withdrawn.  Pro forma debt
levels are expected to be about $196 million.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and raised the senior unsecured debt rating to 'BB-'
from 'B+'.

The $175 million planned note offering will be used to refinance
the company's existing senior unsecured notes.  The revised
outlook reflects the company's improved leverage during the past
two years and Standard & Poor's expectation that Steinway will
maintain key credit measures and liquidity in line with the
existing ratings over the intermediate term.  The upgrade is based
on Standard & Poor's expectation that Steinway's peak usage of its
senior secured revolving credit facility will not significantly
disadvantage senior unsecured debt holders.


SUN COMMUNITIES: SEC Staff Accepts Settlement Offer to End Inquiry
------------------------------------------------------------------
Sun Communities, Inc. (NYSE: SUI) reached an agreement with the
Staff of the U.S. Securities and Exchange Commission concerning
resolution of the Commission's inquiry, which the Company
previously disclosed, regarding the Company's financial statements
for 2000, 2001 and 2002.  More specifically, the Company has made
a formal Offer of Settlement, and the Staff has agreed to
recommend to the Commission that it accept this Offer.  The
Commission has not yet reviewed the Staff's proposed action or
reviewed or acted on the Company's Offer.

On July 19, 2005, and Sept. 14, 2005, the Company described the
"Wells Notices" that had been received from the Commission by the
Company, two of its officers, and its former controller.

The terms of the Offer provide for the issuance of an
administrative Order by the Commission that would require that the
Company cease and desist from violations of certain non intent-
based provisions of the federal securities laws, without admitting
or denying any such violations.  The Order would further require
that the Company employ an independent consultant to evaluate
the Company's internal controls and financial reporting procedures
as they relate to the Company's accounting for its interest in
SunChamp LLC.  The Company would not pay any monetary penalties,
nor would the terms of the Order require the Company to restate
any of its prior financial statements.

Final resolution of these matters is subject to the approval of
the Commission.  It is possible that the Commission may reject the
Offer.

The Offer described above relates only to the Company, and does
not address any inquiries relating to the three Company employees
that received Wells Notices.

Sun Communities, Inc. -- http://www.suncommunities.com/-- is a
real estate investment trust that currently owns and operates a
portfolio of 136 communities comprising approximately 47,600
developed sites and over 6,900 sites suitable for development,
mainly in the Midwest and Southeast United States.


TED WALKER: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ted W. Walker
        Josephine E. Walker aka Jody Walker
        P.O. BOX 770
        Sonoita, Arizona 85637

Bankruptcy Case No.: 06-00087

Chapter 11 Petition Date: February 14, 2006

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Steven M. Cox, Esq.
                  Waterfall Economidis Caldwell
                  Hanshaw & Villamana, P.C.
                  Williams Center Eighth Floor
                  5210 E. Williams CR
                  Tucson, Arizon 85711
                  Tel: (520) 790-5828
                  Fax: (520) 745-1279

Total Assets: $2,785,950

Total Debts:  $1,481,083

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Department of Education/         Student Loan           $21,915
Wachovia Bank
American Education Services
Harrisburg, PA 17130

Santa Cruz County                Property Taxes          $5,560
P.O. Box 250
Nogales, AZ 85628

St. Joseph's Hospital            Medical Bill              $857
1100 E. Broadway
Tucson, AZ 85719

Urological Associates            Medical Bill              $800
6325 East Tanque Verde
Tucson, AZ 85715

Ellsworth Corporation            Construction Bond      Unknown
Fka Ellsworth, LeBlanc &
Ellsworth
3636 South I-10 Service Road
Suite 101
Metairie, LA 70001

IRS                              Taxes                  Unknown
210 East Earll Drive
Phoenix, Arizona


TRIPATH TECH: Dec. 31 Balance Sheet Upside-Down by $4 Million
-------------------------------------------------------------
Tripath Technology Inc. (OTCBB:TRPH) reported estimated financial
results for the first quarter of fiscal 2006 ended Dec. 31, 2005.

Net revenue for the first quarter of fiscal 2006 was $3.4 million,
a decrease of approximately $50,000, or 1.5%, from $3.5 million in
the fiscal fourth quarter 2005 and an increase of $1.7 million, or
104.5%, when compared with net revenue of $1.7 million in the
corresponding prior year quarter.

Gross margin for the fiscal first quarter was 35.2%, continuing to
reflect sales of previously written down inventory.

Net loss for the first quarter of fiscal 2006 was an estimated
$6.2 million, compared to a net loss in the fourth quarter of
fiscal 2005 of $1.5 million, and a net loss for first quarter of
fiscal 2005 of $2.9 million.

"Demonstrating continued improvement over 2005, first quarter
revenue exceeded our original guidance and results were consistent
with our pre-announcement made on January 18th," said Dr. Adya
Tripathi, Tripath's Chairman, President and CEO. "Flat panel
television sales delivered particularly strong revenue
contribution and comprised over 71 percent of total dollar sales.
Additionally, digital subscriber line (DSL) driver products and
convergence products, such as the popular iPod(TM) docking
stations, also drove sales growth."

At Dec. 31, 2005, Tripath Technology, Inc.'s balance sheet
showed total assets of $10.9 million and total liabilities of
$14.9 million, resulting in a stockholders' deficit of $4 million.

                         About Tripath

Headquartered in San Jose, California, Tripath Technology Inc. --
http://www.tripath.com/-- is a fabless semiconductor company that
focuses on providing highly efficient power amplification to the
Flat Panel Television, Home Theater, Automotive Audio and Consumer
and PC Convergence markets.  Tripath owns the patented technology
called Digital Power Processing (DPP(R)), which leverages modern
advances in digital signal processing and power processing.
Tripath markets audio amplifiers with DPP(R) under the brand name
Class-T(R).  Tripath's current customers include, but are not
limited to, companies such as Alcatel, Alpine, Hitachi, JVC,
Samsung, Sanyo, Sharp, Sony and Toshiba.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2005,
Stonefield Josephson, Inc., expressed substantial doubt about
Tripath Technology Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses and accumulated deficit.


UAL CORP: Will Reserve Common Shares for Denver & HSBC's Claims
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates' Plan of Reorganization
provides that on its effective date, the Reorganized Debtors will
reserve share of New UAL Common Stock for the benefit of holders
of disputed whose claims, if allowed may be entitled to
distributions of New UAL Common Stock.

The Debtors, the City and County of Denver, Colorado, and HSBC
Bank USA, National Association, entered into a stipulation to
establish what the New UAL Common Stock will be reserved under
the Plan on account of:

   -- Claim No. 38747 filed by Denver on May 12, 2003;

   -- Claim No. 36750 filed by HSBC on May 9, 2003.

Denver, HSBC and the Debtors agree that on the Effective Date,
the Debtors will reserve shares of New UAL Common Stock equal to
the amount necessary to satisfy distributions required under the
Plan if Claim Nos. 38747 and 36750 were allowed as unsecured
claims for $300,000,000.  However, Denver and HSBC will not be
entitled to distributions on account of these claims that exceed
the $300,000,000 Reserve.

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)


UAL CORP: Asks Court to Enforce Public Debt Group Settlement
------------------------------------------------------------
As previously reported, United Air Lines, Inc., and the
controlling holders of various debt instruments for United's
fleet sought and obtained the U.S. Bankruptcy Court for the
Northern District of Illinois' approval of certain term
sheets and restructuring of 16 aircraft financing transactions.

After the approval, there were numerous communications between
counsel for the Public Debt Group and Vedder, Price, Kaufman &
Kammholz, P.C., United's special aircraft finance counsel,
generally discussing the drafting of the necessary documents to
memorialize the Restructuring Transactions.

Jeffrey W. Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that in addition to drafting documents,
arguably the most significant, and most time-consuming, issue to
be resolved before the closing of the Restructured Transactions
was the requirement that the Public Debt Group determine which of
the equity participants in the original leveraged lease
financings would remain in the restructured transactions or not,
and, to the extent an original equity participant was not to
remain in a transaction, to determine the ownership structure of
the entity to be designated by the Public Debt Group to acquire
title to the relevant aircraft.

Vedder attorneys raised the issue of progress on resolving equity
participation and ownership issues at a November 11 meeting with
counsel for the Public Debt Group.  At that time, notwithstanding
the fact that weeks had passed since the entry of the PDG
Settlement Approval Order, the Public Debt Group had not made any
appreciable progress in resolving either issue.  Subsequently,
Vedder raised these issues on virtually every call and at every
other meeting, over a period of over two months.

Mr. Gettleman reports that although the Term Sheets required the
Public Debt Group to resolve these issues so definitive
documentation could be finalized "as soon as practicable
following the Term Sheet Approval Date," the Public Debt Group
only finally sent out foreclosure notices to certain "old equity"
participants on January 17, 2006, and none of the foreclosure
notices sent deal with the seven EETC aircraft.

The Public Debt Group's January 17 Foreclosure Notices set
February 20, 2006, as the date of the foreclosure sale, a date
that the Public Debt Group obviously knew was significantly past
the time of the Debtors' intended Effective Date, and making it
even more unreasonable for the Public Debt Group to refuse to
agree to set a later date for the finalization of the definitive
documents so the closing of the Restructured Transactions could
take place.  The Public Debt Group also wants to use the leverage
of holding up the Plan's Effective Date to impose additional
punitive terms on United that were not embodied in the parties'
Court-approved Term Sheets.

United asked the Court to enforce the settlement with the Public
Debt Group and compel the Public Debt Group to cease its attempt
to insert additional terms into the settlement.

Consequently, Judge Wedoff ruled that the date for finalization
of documents under the Public Debt Group settlement agreement is
extended to February 9, 2006.

However, in as much as United and the trustees of the Public Debt
Group are continuing to review and discuss the matters raised in
the Term Sheets, in the interests of judicial economy, the
parties agree that:

   (a) By February 17, 2006, the parties will each file with the
       Court a memorandum of law describing any open issues,
       which they contend remain in connection with the Term
       Sheets and the legal effect of those issues;

   (b) The issues raised by those briefs are set for hearing on
       February 21, 2006, at 9:30 a.m.; and

   (c) The date for the finalization of Definitive Documentation
       under the Term Sheets is extended to February 23, 2006.

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


US AIRWAYS: Mechanics Unite for Teamster Representation
-------------------------------------------------------
US Airways mechanics from the airline's Phoenix, Las Vegas and
Charlotte sites rallied at the company's headquarters in Tempe and
in front of the US Airways terminal at Las Vegas McCarran
International Airport to kick off a union election campaign to
make the Teamsters their bargaining representative for the
approximately 6,300 mechanics and related employees at the newly
merged airline.  Pro-Teamster workers have gathered enough
employee signatures to easily meet the threshold required by law
to file for an election.

"Cards have poured in," said Don Treichler, Director of the
Teamsters Airline Division.  "US Airways mechanics know that the
Teamsters bring great contracts and strong representation for
airline mechanics.  Teamster contracts at Continental, UPS,
AirTran and Frontier have set an industry standard for airline
mechanics.  These mechanics deserve the same strong
representation, especially in this case where crucial workplace
rights are at stake.  In particular, under a Teamster contract
they will retain 100% of their seniority."

America West Airlines and US Airways merged to form the fifth-
largest air carrier in the country in late September.  The
Teamsters represent about 900 mechanics at former America West
sites, while the International Association of Machinists
represents about 5,400 at the original US Airways sites, according
to company records.

The mechanics' key issues are outsourcing of heavy maintenance
work, job security, seniority, and their right to a voice in their
union and workplace -- as well as major giveaways in the IAM
contract, bargained with US Airways under bankruptcy conditions.

"This election is about two major goals," said Andy Marshall,
Secretary-Treasurer of Local 104 in Phoenix, Arizona.  "First, the
Teamsters have a deep commitment to protecting the former America
West mechanics we already represent.  Second, we believe we can do
a lot better for those mechanics currently under the IAM contract.
Under the IAM contract, their pensions have been wiped out, their
sick leave has been cut, and now they can't take vacation. My
heart really goes out to them.  What we can win for them will be a
night-and-day contrast.  The choice for mechanics is clear, and we
believe that in a free election they will vote for the Teamsters."

The Feb. 13 deadline for card filing was set following a National
Mediation Board decision on Jan. 30, 2006, that declared that
America West and US Airways were now operating as a single airline
and a union election could proceed.

Founded in 1903, the Teamsters Union -- http://www.teamster.org/
-- represents more than 1.4 million hardworking men and women in
the United States and Canada.

US Airways is a member of the Star Alliance, which was established
in 1997 as the first truly global airline alliance to offer
customers worldwide reach and a smooth travel experience.  Star
Alliance was voted Best Airline Alliance by Skytrax in 2003 and
2005.  The members are Air Canada, Air New Zealand, ANA, Asiana
Airlines, Austrian, bmi, LOT Polish Airlines, Lufthansa,
Scandinavian Airlines, Singapore Airlines, Spanair, TAP Portugal,
THAI, United, US Airways and VARIG Brazilian Airlines. South
African Airways and SWISS will be integrated during the first half
of 2006. Regional member carriers Adria Airways (Slovenia), Blue1
(Finland) and Croatia Airlines enhance the global network.
Overall, Star Alliance offers more than 15,000 daily flights to
790 destinations in 138 countries.

US Airways and America West's recent merger creates the fifth
largest domestic airline, employing 35,000 aviation professionals.
US Airways, US Airways Shuttle and US Airways Express operate
approximately 3,700 flights per day and serve more than 230
communities in the U.S., Canada, Europe, the Caribbean and Latin
America.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


WESTERN GOLDFIELDS: Concludes $6 Million Private Placement
----------------------------------------------------------
Western Goldfields, Inc. (OTCBB:WGDF) reported:

     * the restructuring of its Board of Directors,

     * the appointment of a new senior management team and

     * the closing of an initial $3,700,000 of a
       non-brokered private placement financing of $6,000,000.

The Board of Directors of the Company have appointed Mr. Randall
Oliphant as Chairman of the Board and Mr. Martyn Konig as a
Director, each effective immediately.  The Board of Directors has
also appointed Mr. Vahan Kololian as a Director, effective 11 days
after mailing the information statement on Form 14f-1 to the
Company's shareholders.  Mr. James Mancuso has resigned as a
director of the Company, effective immediately.  Two of the
Company's existing directors Mr. Douglas Newby and Mr. Gerald Ruth
will continue to serve on the Company's Board of Directors.

The Company also reported new senior management appointments.
Mr. Raymond Threlkeld has been appointed President and Chief
Executive Officer, Mr. Brian Penny has been appointed Chief
Financial Officer and Mr. Paul Semple has been appointed Vice
President of Projects.

In addition, the Company has closed an initial $3,700,000 of a
total $6,000,000 non-brokered private placement.  The Company sold
12,333,333 units at a purchase price per unit of $0.30 in the
initial closing and expects to close on an additional 7,666,667
units at a purchase price per unit of $0.30 at a second closing
that is expected to occur on or before Feb. 21, 2006.  Each unit
is comprised of one share of common stock and one half common
stock purchase warrant.  Each full common stock purchase warrant
has an exercise price of $0.45 cents and a term of two years.

The proceeds from the non-brokered private placement will be used:

     -- to repay in full the Company's outstanding debt facility
        of $1,500,000 million plus accrued interest;

     -- to pay Romarco Minerals, Inc. $1,953,257 in full
        satisfaction of amounts owing upon termination of
        the merger agreement;

     -- to finance the completion of the Mesquite Mine
        feasibility study; and

     -- for general corporate purposes.

In conjunction with the appointment of the new Directors and
management team, the Company granted 7.6 million stock options to
the new team.

The immediate priorities for the Company will be to upgrade and
expand the resources at the Mesquite Mine, complete the Mesquite
Mine feasibility study and bring the Mesquite Mine into full
production.

"I am delighted that we are able to combine a very experienced and
capable team with the potential of the Mesquite Mine," Mr.
Oliphant, the Company's new Chairman of the Board, commented.
"Under the leadership of Ray Threlkeld, Brian Penny and Paul
Semple, I am confident that the shareholders of Western Goldfields
will realize value from this exciting property.  The Company
wishes to thank Mr. James Mancuso for his contribution to the
Company and wishes him well in his future endeavors."

"I am excited to hand over the reins to Randall Oliphant and his
team," Mr. Newby, former Chairman, President and CEO, and a
current director of the Company, said.  "I am impressed by the
quality team Randall has assembled to advance Western Goldfields."

                          *     *     *

Western Goldfields, Inc. -- http://www.westerngoldfields.com/--
acquired the Mesquite Gold Mine in southern California in 2003.
The mine produced approximately 3,000,000 ounces of gold from its
inception in 1986.  Western Goldfields is focused on expanding
Mesquite within existing operation permits, exploring for
extensions of high-grade mineralization at depth, and optimizing
current production from the material already stacked on the heap
leach pads.  The Company also holds exclusive exploration and
development rights to the Cahuilla gold project in Southern
California, as well as a portfolio of exploration properties in
Nevada and throughout the western United States.

At September 30, 2005, the company's equity deficit narrowed to
$4,507,037 from $5,851,709 at December 31, 2004.


WILLIAM FOREHAND: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William Forehand, Jr.
        P.O. Box 15901
        Fernandina Beach, Florida 32035

Bankruptcy Case No.: 06-00405

Chapter 11 Petition Date: February 14, 2006

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert H. Zipperer, Esq.
                  Law Office of Robert H. Zipperer
                  224 South Beach Street, Suite 202
                  Daytona Beach, Florida 32114
                  Tel: (386) 226-1151

Total Assets:   $361,600

Total Debts:  $3,823,071

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
SunTrust Bank                      $3,200,000
P.O. Box 4418
Atlanta, GA 30302

Central Bank & Trust                 $231,540
502 2nd St. South
Cordele, GA 31015

Small Business Admin.                $200,000
P.O. Box 740192
Atlanta, GA 30374

Central Electric Supply               $21,000

Centrl Fincl [sic.]                     $1440

Capital 1 Bk                             $523

Maf Collection Service                   $464

Nco-Medclr                               $252

IC System                                $250

Accounts Recovery Inte                   $231

Suncoast Builders                        $185

Credit Management                        $136

Central Financial Control                 $50


* Alixpartners Brings-In Alan Holtz as Managing Director
--------------------------------------------------------
AlixPartners announced that Alan D. Holtz has joined AlixPartners
as a Managing Director.  He will be based in the firm's New York
office and will focus on expanding the firm's restructuring
advisory practice.

Mr. Holtz has managed all aspects of the restructuring process
both in and out of court, including developing business plans,
performing valuations and structuring and negotiating plans of
reorganization.  Over the past 18 years, he has been involved in
dozens of restructuring transactions in the U.S., Europe, and
Latin America.  He has provided services to management teams and
boards of directors, and also to financial institutions and
creditors' committees, in a wide variety of industries.

Before joining AlixPartners, Mr. Holtz was a managing director at
Giuliani Capital Advisors LLC, formerly known as Ernst & Young
Corporate Finance LLC when it was a subsidiary of Ernst & Young
LLP.  He spent over 20 years practicing with EYCF and E&Y, where
he was named a partner in the firm in 1995.  Among his recent
experience, Mr. Holtz was responsible for leading EYCF's work in
the Enron Corp. bankruptcy matter.

"We are pleased to have Alan join AlixPartners," said Michael
Grindfors, AlixPartners' President.  "His advisory services
experience and expertise in financial restructuring and
reorganization will be tremendous assets to the firm and to our
clients."

Ted Stenger, co-leader of the firm's turnaround and restructuring
practice, added, "Advisory work with companies, lenders and other
creditors in distressed and non-distressed situations continues to
be a very important part of the firm's strategy."  He added, "Alan
will continue to focus on this front."

Mr. Holtz is the President-Elect and a director of the Association
of Insolvency and Restructuring Advisors and a member of the
American Bankruptcy Institute, where he has served as a
contributing editor to the ABI Journal.  He is also a member of
the American Institute of Certified Public Accountants and the New
York State Society of Certified Public Accountants and is a
frequent speaker and author on the subject of corporate
restructuring.  Mr. Holtz received a bachelor's degree in
economics from the University of Pennsylvania, and he completed an
executive management program at the Kellogg Business School.  He
is a Certified Public Accountant and a Certified Insolvency and
Restructuring Advisor, for which he was the recipient of AIRA's
silver medal.

                  About AlixPartners

AlixPartners - http://www.alixpartners.com/-- is internationally
recognized for its hands-on, results-oriented approach to solving
operational and financial challenges for large and middle market
companies globally.  Celebrating its 25th anniversary in 2006,
AlixPartners has become the "industry standard" for performance
improvement aimed at producing bottom-line results quickly and
helping clients achieve a more positive outcome during times of
transition.  The firm has over 450 employees in its Chicago,
Dallas, Detroit, Dusseldorf, London, Los Angeles, Milan, Munich,
New York, Paris, San Francisco, and Tokyo offices.


* Alixpartners Adds Global IT Transformation and Strategy Expert
----------------------------------------------------------------
AlixPartners announced that Jeffry K. Boston joined AlixPartners
as Managing Director.  He will be based in the firm's Chicago
office.

Before joining AlixPartners, Mr. Boston was the CEO of Verify and
Protect, Inc., a security software company based in Chicago that
creates software solutions that yield patented state-of-the-art
authentication and secure data transmission.  He led the company
from creation in 2002 to ultimate sale.  Before that, he was a
partner with Coopers & Lybrand, and later PricewaterhouseCoopers,
leading a major segment of the firm's IT strategy business.
Earlier in his career, Mr. Boston was the CIO at a leading
chemical manufacturer where he oversaw the complete replacement of
business applications and infrastructure in a critical IT
turnaround situation for the business.

Mr. Boston has developed global IT strategies for numerous clients
in industries such as consumer products, industrial products,
medical products, electric and gas utilities, automotive, and
media and entertainment.  He has created and implemented large
critical business change programs -- many after previous failures.
He has helped companies transform their global IT function, and he
has provided IT sourcing analysis and management to companies as
well.

"We are pleased to have Jeff join AlixPartners," said Michael
Grindfors, AlixPartners' President.  "His tremendous IT experience
in operations restructuring and improvement as well as strategic
planning across a wide array of industries will add tremendous
value to our clients."

Mr. Boston holds a bachelor's degree in economics and marketing as
well as an MBA from Northern Illinois University.  He has served
on the board of the Society of Information Management and is a
member of the Council of Logistics Management.  He is a frequent
industry speaker and adjunct professor.

                      About AlixPartners

AlixPartners - http://www.alixpartners.com/-- is internationally
recognized for its hands-on, results-oriented approach to solving
operational and financial challenges for large and middle market
companies globally.  Celebrating its 25th anniversary in 2006,
AlixPartners has become the "industry standard" for performance
improvement aimed at producing bottom-line results quickly and
helping clients achieve a more positive outcome during times of
transition.  The firm has over 450 employees in its Chicago,
Dallas, Detroit, Dusseldorf, London, Los Angeles, Milan, Munich,
New York, Paris, San Francisco, and Tokyo offices.


* Law Offices of Joel Shafferman -- New N.Y. Insolvency Practice
----------------------------------------------------------------
Joel Shafferman, Esq., announces the opening of his own firm,
specializing in the practice of Insolvency and Creditor's Rights.
Mr. Shafferman can be reached at:

                  Joel Shafferman, Esq.
                  The Law Offices of Joel Shafferman
                  80 Wall Street, Suite 910
                  New York, NY 10005
                  Telephone (212) 509-1802
                  Fax (212) 509-1831
                  http://www.shafferman.com/

Mr. Shafferman is an Insolvency and Creditor Rights Attorney who
regularly appears in the United States Bankruptcy Courts in the
Southern and Eastern Districts of New York and the District of New
Jersey.  He was a partner in the law firm Robinson Brog Leinwand
Greene Genovese & Gluck, P.C., and a partner in Solomon Pearl Blum
Heymann & Stich LLP.  Since 1997, Mr. Shafferman has been an
Assistant Adjunct Professor of Law at Benjamin N. Cardozo Law
School in New York City.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 23, 2006
   WIDENER LAW JOURNAL
      The Changing Landscape of Bankruptcy in America:
         A Symposium Addressing the Impact of the Bankruptcy Abuse
            Prevention and Consumer Protection Act of 2005
              Widener University School of Law, Harrisburg,
                 Pennsylvania
                   Contact: amygoodashman@aol.com or  717-541-3987

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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