TCR_Public/060217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, February 17, 2006, Vol. 10, No. 41

                             Headlines

AB LIQUIDATING: Has Until June 30 to Object to Proofs of Claims
AIRNET COMMUNICATIONS: Receives Non-Compliance Notice from Nasdaq
AIRTRAN AIRWAYS: Moody's Cuts EETC Series 1999-1 Ratings
ALLIED HOLDINGS: Wants to Assume Norfolk Lease Agreement
ALLIED HOLDINGS: Wants More Time to Decide on Headquarters Lease

AMR CORP: Senior VP & Chief Financial Officer James Beer Resigns
ANCHOR GLASS: Creditors' Committee Objects to Disclosure Statement
ARIZONA ALE: Case Summary & 5 Largest Unsecured Creditors
ASARCO LLC: Wants to Assume Westland Resources Contract
ASARCO LLC: Wants to Quash Resurrection's Deposition and Subpoena

ASSET BACKED: S&P Downgrades One Note Class' Rating to CCC
AVETA INC: S&P Upgrades Counterparty Credit Rating to B from B-
BCBG MAX: Max Rave Unit Makes Winning $35MM Bid for G+G Retail
BELVA BROWN: Case Summary & 11 Largest Unsecured Creditors
BERKLINE/BENCHCRAFT: S&P Affirms Corporate Credit Rating at B+

BERRY-HILL: Court Approves Motion Protecting Consigned Artwork
BEVERLY ENTERPRISES: Shareholders Okay Pearl Senior Merger Accord
BOSTON COMMS: Incurs $54.2 Million Net Loss in 2005
BRIDGES TRANSITIONS: Discloses Financial Results for Six Months
CATHOLIC CHURCH: Portland Responds to Insurers' Objections

CATHOLIC CHURCH: Portland Responds to FCR's Disclosure Objection
CELLSTAR CORP: Posts $3.2 Mil. Net Loss in 4th Qtr. Ended Nov. 30
CHOICE HOTELS: Earns $21.5 Million in Fourth Quarter Ended Dec. 31
CONCENTRA OPERATING: Earns $212,000 in Fourth Quarter 2005
CONGOLEUM CORPORATION: Files Seventh Modified Reorganization Plan

CORUS ENT: Moody's Withdraws Senior Subordinated Bond's B1 Rating
CREDIT SUISSE: Fitch Affirms $5.1 Mil. Class E Certs.' B+ Rating
CRYOPORT INC: Dec. 31 Balance Sheet Upside-Down by $1.9 Million
D&M FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
DADE BEHRING: Earns $34.3 Million in Fourth Quarter Ended Dec. 31

DANKA BUSINESS: Poor Performance Cues Moody's to Cut Rating to B3
DATICON INC: Court Approves Asset Sale to Xiotech Corp.
DAVE & BUSTER'S: S&P Rates Planned $175 Million Sr. Notes at CCC+
DELTA AIR: Receives Court Approval for Aircraft Lease Transactions
DOLLAR FINANCIAL: Moody's Assigns B3 Corporate Family Rating

DUNKIN' BRANDS: S&P Affirms B- Corporate Credit & Other Ratings
E.DIGITAL CORP: Equity Deficit Tops $3.9MM at December 31
EL PASO CORP: Moody's Reviews Ratings for Possible Upgrade
ENTERGY NEW ORLEANS: Wants Incentive Compensation Programs Okayed
ENTERGY NEW ORLEANS: Wants More Time to Make Lease Decisions

ENXNET INC: Balance Sheet Upside-Down by $846K at December 31
EPOCH 2001-1: Fitch Holds CC Rating on $12.2 Mil. Class IV Notes
ESTERLINE TECH: Moody's Reviews Low-B Ratings for Likely Upgrade
FERRO CORP: Amends U.S. Employees' Retirement Benefit Program
FIREARMS TRAINING: Dec. 31 Balance Sheet Upside-Down by $27.7 Mil.

FMA CBO: Losses Cue Moody's to Watch Ratings for Likely Downgrade
FORD CREDIT: Fitch Expects to Rate $59 Mil. Class D Notes at BB+
FREEDOM RINGS: Files Disclosure Statement & Liquidation Plan
G+G RETAIL: Max Rave & Guggenheim Win Bid at $35 Million
GENERAL GROWTH: Gets Lenders Pledge to Amend $5 Billion Facility

GENERAL GROWTH: S&P Puts BB+ Bank Loan Rating on $3.5 Bil. Debts
GEORGIA-PACIFIC: Amends Revolving Loan from $250MM to $1.75 Bil.
GERDAU AMERISTEEL: Posts $295.5M of Net Income in Fiscal Year 2005
GLEACHER CBO: Moody's Confirms Junk Ratings on $26 Mil. Notes
GREGG APPLIANCES: Earns $22.6MM of Net Income in 3rd Fiscal Qtr.

HANDEX GROUP: Sells Core Business Assets to Handex Consulting
HANDEX GROUP: Wants to Reject Burdensome Contracts & Leases
HIRSH INDUSTRIES: Judge Metz Confirms Amended Joint Chap. 11 Plan
IMMUNOMEDICS INC: Balance Sheet Upside-Down by $14.26M at Dec. 31
ITS NETWORKS: Dec. 31 Balance Sheet Upside-Down by $6.1 Million

IVOICE INC: Board Proposes Special $1.5MM Dividend to Shareholders
J.B. POINDEXTER: S&P Affirms Senior Unsecured Rating at B-
JO-ANN STORES: Moody's Cuts $100 Mil. Senior Notes' Rating to B3
KNOLL INC: Second Stock Offering Priced at $18.40 Per Share
LEVITZ HOME: Wohl/Anaheim Wants Levitz to Pay Rent Without Delay

LOVESAC CORP: Meeting of Creditors Scheduled for March 10
LOVESAC CORP: U.S. Trustee Names Five-Member Creditors Committee
MAYTAG CORP: DoJ Gets More Time to Review Whirlpool Merger Deal
METALFORMING TECH: Terminates UAW Collective Bargaining Agreement
MORTON'S RESTAURANT: S&P Withdraws $105 Million Notes' B- Rating

MUSICLAND HOLDING: Final DIP Financing Hearing Going Forward Today
MUSICLAND HOLDING: Court Fixes May 1 as Claims Bar Date
NBS TECHNOLOGIES: Balance Sheet Upside-Down by $6.48M at Dec. 31
NATIONAL GAS: Chap. 11 Trustee Wants to Use Cash Collateral
NATIONWIDE HEALTH: Posts $69.94M of Net Income in 2005 Fiscal Year

NORTEL NETWORKS: CICC Seeks Court Clarification on Securities Suit
O'SULLIVAN INDUSTRIES: Selling Unused Equipment for $1,100,000
PENNSYLVANIA REAL: Completes $90 Million Financing of Valley Mall
PERFORMANCE TRANSPORTATION: Maintains Existing Cash Mgt. System
PIER 1: Sales Decline Prompts Moody's to Downgrade Rating to B1

PHOTOCIRCUITS CORP: Wants to Continue Using Cash Collateral
PINNACLE FOODS: S&P Rates Proposed $143 Mil. Loan B Add-On at B+
PLYMOUTH RUBBER: Cleanosol Wants Brite-Line to Pay Royalty Fees
PRESTWICK CHASE: Wants to Refinance APC's $1.7-Mil. Secured Claim
RADNOR HOLDINGS: S&P Lowers Senior Unsecured Notes' Rating to CC

S-TRAN HOLDINGS: Court Gives Final Nod to Use Cash Collateral
SAINT VINCENTS: Objects to Lift-Stay Motions Filed by 18 Claimants
STATE STREET: Hires Raichle Banning as New Bankruptcy Counsel
STOCKHORN CDO: Fitch Affirms $5 Million Class E Notes' BB- Rating
TELOGY INC: Wants to Hire Independent Equipment as Appraiser

TITAN CRUISE: Wants to Reject St. Petersburg Operational Pact
TITAN CRUISE: Wants to Walk Away from Aristocrat License Agreement
TITANIUM METALS: Discloses Preliminary 2005 Financial Results
THOMAS LINDSAY: Case Summary & 6 Largest Unsecured Creditors
TRENBERTH LLC: Case Summary & 9 Largest Unsecured Creditors

URSTADT BIDDLE: Fitch Affirms $114 Mil. Pref. Stocks' Rating at BB
USI HOLDINGS: Moody's Rates New Sr. Secured Credit Facility at B1
VALLEY FOOD: Case Summary & 20 Largest Unsecured Creditors
WALTER DUNN: Case Summary & 20 Largest Unsecured Creditors
WARRIOR ENERGY: Plans to Raise $172.5 Million in Stock Sale

WILLIAMS CONTROLS: Balance Sheet Upside-Down by $917K at Dec. 31
WINN-DIXIE: Newport Wants Property Vacated & Holdover Rent Paid
WINN-DIXIE: Diversified Wants SMB State Court Lawsuit Enjoined
WINN-DIXIE: Wants Central's Request for Summary Judgment Denied
XYBERNAUT CORP: Hires Morris Nichols as Board's Bankruptcy Counsel

* BOOK REVIEW: Evaluation and Decision Making for Health Services

                             *********

AB LIQUIDATING: Has Until June 30 to Object to Proofs of Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave AB Liquidating Corp., f/k/a Adaptive Broadband Corporation,
until June 30, 2006, to object to proofs of claim and interest
filed against its estate.

The Court confirmed the Debtor's First Amended Plan of
Reorganization on Feb. 28, 2002, and that Plan took effect on
Sept. 6, 2002.

                       E&Y Litigation May
                   Fund Shareholder Recovery

The Reorganized Debtor tells the Court that a distribution to
shareholders is possible and it may be necessary to file
objections to both proofs of claim filed by creditors and proofs
of interest filed by equity holders, if appropriate.  

Additionally, the Debtor is currently involved in a lawsuit
against a claimant, Ernst & Young, which may result in the
recovery of additional monies for the estate.  If the estate is
successful in the Ernst & Young lawsuit, the Debtor believes there
will sufficient funds for distribution to shareholders.

If a distribution to shareholders is possible, the extension will
give the Debtor more time and opportunity to prepare for the
claims objection process and to timely file the appropriate
objections.

Headquartered in Sunnyvale, California, AB Liquidating Corp.
(f/k/a Adaptive Broadband Corporation), provided leading-edge
technology for the deployment of broadband wireless communication
over the Internet.  The Company filed for chapter 11 protection on
July 26, 2001 (Bankr. N.D. Cal. Case No. 01-53685).  David M.
Bertenthal, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, represents the Debtor in its bankruptcy case.  The
Bankruptcy Court confirmed the Debtor's chapter 11 Plan on
Feb. 28, 2002, and the Plan took effect on Sept. 6, 2002.


AIRNET COMMUNICATIONS: Receives Non-Compliance Notice from Nasdaq
-----------------------------------------------------------------
AirNet Communications Corporation (NASDAQ:ANCC) received a notice
dated Feb. 10, 2006 from the Listing Qualifications Department of
The Nasdaq Stock Market confirming that for the last thirty
consecutive business days, the bid price of AirNet's common stock
has closed below the $1.00 minimum per share requirement for
continued inclusion under Marketplace Rule 4450(a)(5).  AirNet
will be provided with 180 calendar days or until Aug. 9, 2006 to
regain bid price compliance.  If at any time before Aug. 9, 2006,
the bid price for AirNet's common stock closes at $1.00 per share
for a minimum of ten consecutive business days, the Nasdaq staff
will provide notification that it has regained compliance with the
Rule.

If AirNet does not regain compliance by Aug. 9, 2006, the Nasdaq
staff will provide AirNet with another written notification that
its common stock will be delisted. At that time, AirNet may appeal
the Nasdaq staff's determination to a Listing Qualifications
Panel.  Alternatively, AirNet also has the option of applying to
transfer its common stock to the Nasdaq Capital Market if it
satisfies the requirements for initial inclusion set forth in
Marketplace Rule 4310(c).  If its application is approved, AirNet
would then be afforded the remainder of this market's second 180
calendar day compliance period in order to regain compliance while
on the Nasdaq Capital Market.  AirNet may also submit an
application at any time during the initial 180 day compliance
period to transfer its listing to the Nasdaq Capital Market.

AirNet Communications Corporation -- http://www.airnet.com/-- is
a leader in wireless base stations and other telecommunications
equipment that allow service operators to cost-effectively and
simultaneously offer high-speed wireless data and voice services
to mobile subscribers.  AirNet's patented broadband, software-
defined AdaptaCell(R) SuperCapacity(TM) adaptive array base
station solution provides a high-capacity base station with a
software upgrade path to high-speed data, utilizing ArrayComm,
Inc.'s IntelliCell(TM) adaptive array algorithms.  The Company's
RapidCell(TM) base station provides government communications
users with up to 96 voice and data channels in a compact, rapidly
deployable design capable of processing multiple GSM protocols
simultaneously.  The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs.  AirNet has 68 patents issued
or filed and has received the coveted World Award for Best
Technical Innovation from the GSM Association, representing over
400 operators around the world.

                          *     *     *

                       Going Concern Doubt

BDO Seidman, LLP, had expressed substantial doubt about AirNet
Communications' ability to continue as a going concern after
reviewing the company's financial statements for the year ending
Dec. 31, 2004.  Deloitte & Touche, LLP, expressed similar doubts
when it reviewed the company's 2003 financials.  BDO Seidman
points to the Company's recurring losses from operations, negative
cash flows, and accumulated deficit, as the problem areas.

As of Aug. 5, 2005, the Company's cash balance was $6.5 million.
The Company's current 2005 operating plan projects that cash
available from planned revenue combined with the on hand at
Aug. 5, 2005, may be adequate to defer the requirement for new
funding at least until the fourth quarter of 2005.  There can be
no assurances that new financing can be secured at a reasonable
cost, if at all.


AIRTRAN AIRWAYS: Moody's Cuts EETC Series 1999-1 Ratings
--------------------------------------------------------
Moody's Investors Service downgraded all ratings of the Series
1999-1 Enhanced Equipment Trust Certificates, which are supported
by payments from AirTran Airways, Inc., and affirmed the Corporate
Family Rating at B3 for the parent AirTran Holdings, Inc.  Moody's
also changed the outlook to stable from negative. These rating
actions complete a review of AirTran's EETC ratings initiated
Jan. 18, 2005.

Ratings affected were:

   AirTran Airways EETC Series 1999-1

   * Class A -- to Ba1 from Baa2;

   * Class B -- to B1 from Ba1; and

   * Class C -- to B3 from B2.

The downgrades of the EETC ratings reflect Moody's assessment
that the secondary market value of the B717 aircraft which
collateralize these EETC's has declined faster than the related
debt has amortized.  Deterioration in market value of the aircraft
reduces collateral protection under a liquidation scenario and
increases the risk to EETC debt holders, especially for the
Class B and C certificates which are junior to the Class A
tranche.

Although the B717 is expected to continue to serve AirTran well,
ongoing valuation of B717 is uncertain because this aircraft type
will no longer be produced and because there are few operators of
the limited number of aircraft already produced.

The Boeing Company recently announced that the last B717 is in
production, although we expect that Boeing will provide
operational support for the aircraft consistent with their other
models.  Only nine airlines operate the 155 B717 aircraft, and
AirTran's fleet represents over half of this amount.  With so few
B717 aircraft in service and a limited number of operators, it
could be difficult to place these aircraft under a liquidation
scenario, particularly a fleet the size of AirTran's, without
offering discounts.  However, a substantial number of the B717s in
service are leased from Boeing, including the majority of
AirTran's fleet.

In recent airline bankruptcies, major lessors and owners of
aircraft have attempted to manage the liquidation of aircraft to
limit the negative impact on secondary market values.  Boeing has
no obligation nor has it indicated that it would undertake any
actions to support B717 secondary market values in the event of a
liquidation of a meaningful portion of the B717 fleet.  However,
Boeing's objectives may coincide with those of other debt holders.

All classes of the EETC's continue to be supported by liquidity
facilities intended to pay up to 18 months of interest in the
event AirTran defaults on its payment obligations under the
equipment notes.  Any future changes in the underlying credit
quality of AirTran and its ratings, or meaningful changes in the
value of the aircraft pledged as collateral, or changes in the
status of the liquidity facilities or the credit quality of the
liquidity provider could cause a change in the ratings of all
classes of the EETC's.

The stable outlook reflects Moody's expectations that AirTran will
continue to generate positive earnings and cash flow from
operations as a result of continued cost control and better
revenue from higher enplanements and a slight improvement in
yield.  The airline's low-cost structure has allowed it to
somewhat offset the high fuel prices, and remain profitable in the
competitive environment of the airline industry.

AirTran has established a competitive advantage by continuing to
contain its non-fuel operating expenses, and Moody's anticipates
the airline will continue to operate at one of the lowest non-fuel
CASMs in the industry.  Non-fuel CASM during 2005 was 6.25 cents,
down 1.6% compared to 2004.  However, total operating CASM was
9.33 cents due to escalating fuel prices, representing a 10.8%
increase year over year.  Some fuel hedging instruments are in
place through 2007 that will help AirTran mitigate a portion of
its fuel expenses.  Fuel, however, will have a meaningful negative
effect on the overall costs.

The revenue environment is also expected to improve, as capacity
comes out of the markets served by AirTran and overall fares are
rising.  For 2005, average yield per revenue passenger mile was
up 4% over 2004, passenger revenue per available seat mile was
9.07 cents, up 8.1% year over year, and the load factor was 73.5%,
an increase of 2.7 percentage points from 2004.  Passenger revenue
and enplanements for 2005 represented historical highs for
AirTran.

The ratings also take into account that the company's already high
financial leverage  will increase further as AirTran finances its
aggressive growth strategy.  During 2006, the company plans to
take delivery of 18 B737's and 2 B717's increasing its total fleet
to 125 aircraft.  AirTran has obtained either debt financing or
operating lease arrangements for aircraft expected to be delivered
through 2006. Additional B737s are expected to be delivered during
2007.

To date, management has demonstrated ability to integrate the B737
into its fleet and continue to control costs.  However, Moody's
notes there the operational risks increase as the company
continues to grow, including operating two separate fleet types,
training for flight crew and maintenance, additional city pairs,
and efforts to attract a different type of passenger than
historically used AirTran service.

AirTran's record of maintaining adequate balance sheet liquidity
is considered in support of the ratings.  At Dec. 31, 2005,
unrestricted cash and short-term investments were approximately
$371 million.  It is Moody's expectation that the company will use
a portion its balance sheet liquidity as it continues to expand
its operations and then gradually begin to rebuild it

AirTran's rating could raised if growth in internally-generated
cash flow can be sustained to reduce the company's reliance on
debt financing, and improve its key credit metrics such as EBIT to
interest expense greater than 2x and retained cash flow to debt of
greater than 10%.  Downward pressure on the company's rating could
occur if flat or declining operating cash flows increase the
company's overall leverage or a substantial worsening to the
operating environment were to occur.  Moody's notes that the
company continues to rely primarily on internally generated cash
flow for liquidity, and negative external events affecting cash
flow from operations could put downward pressure on the company's
fundamental debt ratings.

AirTran Airways, Inc., and its parent, AirTran Holdings, Inc. are
headquartered in Orlando, Florida.


ALLIED HOLDINGS: Wants to Assume Norfolk Lease Agreement
--------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
Georgia to assume a lease agreement with Norfolk Southern Railway.

Prior to the Petition Date, Allied Systems, Ltd., and Norfolk
Southern entered into a lease agreement wherein Norfolk Southern
agreed to lease to Allied four acres of its property in
Walkertown, Forsyth County, North Carolina.  

The Parties subsequently amended the Lease on April 8, 2003,
extending the Lease term until Feb. 28, 2006.  The Parties
executed a second amendment to the Agreement on Dec. 28, 2005,
extending the term of the Lease to Feb. 28, 2009.

Significantly, the Second Amendment also permits Allied to install
a two-inch sewer line with pump station, which is expected to cost
around $240,000.  A recapture provision allows Allied to recover a
percentage of the costs associated with installing the Sewer Line
if Norfolk Southern will prematurely terminate the Lease.

The Second Amendment acknowledges and confirms Allied's $10 cure
amount.  Norfolk Southern has agreed to cap its claim for future
rent at $19,620, if Allied later rejects their Agreement.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that since executing the Second
Amendment, the Parties have discovered that Allied owes Norfolk
Southern $368 for 2005 property taxes.

Accordingly, in addition to the $10 cure amount, the Parties have
agreed that Allied will also remit the Taxes to Norfolk Southern
in full satisfaction of Allied's 2005 tax obligations.

Ms. Aczel tells the Court that the Second Amendment is critical to
Allied's continued operations and service to critical customers in
Winston Salem.  Ms. Aczel adds that the terms of the Second
Amendment are fair and favorable to the Debtors.

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.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  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: Wants More Time to Decide on Headquarters Lease
----------------------------------------------------------------
As previously reported, LEPERQ Corporate Income Fund, LP, asked
the U.S. Bankruptcy Court for the Northern District of Georgia to
compel Allied Holdings, Inc., and its debtor-affiliates to assume
or reject a nonresidential real property lease for the Debtors'
corporate headquarters at Decatur, Georgia, before Feb. 28, 2006.

The Debtors ask the Court to extend the time to decide whether to
assume or reject the Georgia Premises Lease until May 31, 2006.

According to Thomas R. Walker, Esq., at Troutman Sanders LLP, in
Atlanta, Georgia, adequate grounds exist for the Court to grant
an extension because:

    (a) the Debtors will continue to pay all postpetition lease
        obligations;

    (b) Lexington will not be harmed with an extension of time
        because all obligations under the Lease will continue to
        be paid, and the rent that Lexington is receiving from the
        Debtors is well above market;

    (c) Lexington will be adequately protected by its continued
        receipt of above-market rent and by the Debtors' consent
        for Lexington to market the unused portions of the
        Premises despite the Debtors' payment of rent obligations
        for those portions of the Premises; and

    (d) the Debtors have determined that, logistically, the
        earliest they could possibly vacate the Premises without
        jeopardizing their reorganization efforts would be in June
        or July 2006.

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.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  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)


AMR CORP: Senior VP & Chief Financial Officer James Beer Resigns
----------------------------------------------------------------
AMR Corporation, parent company of American Airlines, reported
that James Beer, the company's senior vice president and chief
financial officer, would leave the company to take a position with
Symantec, a software company based in Northern California.

"James has been a great team player, exceptional leader and good
friend.  He played a key role in the progress we've made under our
Turnaround Plan and will be missed," said Gerard Arpey, AMR
Chairman and CEO.

Mr. Beer became AMR's chief financial officer in December
2003 after serving in various leadership roles in his 15-year
tenure with American.

Mr. Arpey said that the company will begin a search for a
successor immediately.  Mr. Beer will remain with the company
as its CFO through the filing of AMR's Annual Report on Form
10-K, including the execution of the CFO's certification of the
10-K.

"While it is always disappointing to unexpectedly lose an
executive of James' exceptional capabilities and leadership,
American continues to have one of the strongest management teams
in the industry, including a very strong finance department. Given
that, we expect a smooth transition."

"We wish James every success in his new position," said Arpey.
"Our focus now will be to select a leader who will help us build
on the great progress we've made."

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.


ANCHOR GLASS: Creditors' Committee Objects to Disclosure Statement
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the U.S. Bankruptcy Court for the
Middle District of Florida to deny approval of the Disclosure
Statement explaining the Debtors Plan of Reorganization because it
failed to provide adequate information.

However, as advised by Anchor Glass Container Corporation, the
Committee did not disclose the specific details of their
objection.

The Committee believes it is possible that the proposed amendments
to the Plan of Reorganization and its accompanying Disclosure
Statement will cure the existing defects.

Edward J. Peterson, III, Esq., at Bracewell & Guiliani, in Dallas,
Texas, reiterates the Committee's willingness to work with the
Debtor to reach agreement on the additional disclosures to be made
in, and the other amendments to, the Plan and Disclosure
Statement.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,    
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,    
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARIZONA ALE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Arizona Ale House, LLC
        95 West River Road
        Tucson, Arizona 85704-5105
        Tel: (520) 292-6500

Bankruptcy Case No.: 06-00098

Type of Business: The Debtor operates a restaurant and bar.  See
                  http://www.arizonaalehouse.com/

Chapter 11 Petition Date: February 16, 2006

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks, P.C.
                  110 South Church Avenue #2270
                  Tucson, Arizona 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Newplan Excel Realty Trust, Inc.   Trade Debt             $35,000
File #56843
Los Angeles, CA 90074

Shamrock Foods                     Trade Debt              $3,000
P.O. Box 52408
Phoenix AZ 85072

Golden Eagle Distribution          Trade Debt              $1,800
P.O. Box 27506
Tucson, AZ 85726

Finley Distributing                Trade Debt              $1,550
2104 South Euclid
Tucson, AZ 85713

City of Tucson                     Trade Debt              $1,250
P.O. Box 28811
Tucson, AZ 85726


ASARCO LLC: Wants to Assume Westland Resources Contract
-------------------------------------------------------
ASARCO LLC and Westland Resources, Inc., are parties to an
engineering contract dated March 9, 2005.  Under the Contract,
Westland will provide ASARCO with an environmental impact
statement for a new tailings dam at the Ray Mine Complex.

ASARCO seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to assume the
Westland Resources Contract.

C. Luckey McDowell, Esq., at Baker Botts LLP, in Dallas, Texas,
tells the Court that Westland began its work on the environmental
impact statement before the Petition Date.  Thus, Westland is
already familiar with the issues involved in the tailings dam.

ASARCO owes Westland $25,890 as of its bankruptcy filing.  Upon
assumption of the Contract, ASARCO will promptly cure its
defaults by paying Westland the $25,890 outstanding balance.
ASARCO estimates that it will pay $313,228 more to Westland as
additional work is completed.

Mr. McDowell tells the Court that the assumption of the Contract
is more economical than replacing Westland with a new consultant.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. gives the
Debtor financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP gives legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and
$1 billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Quash Resurrection's Deposition and Subpoena
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 9, 2005, ASARCO LLC sought authority from the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to
immediately reject all 15 Contracts relating to the Joint Venture
with Resurrection Mining Company, effective as of Oct. 14, 2005.

Eric A. Soderlund, Esq., at Baker Botts L.L.P., in Dallas, Texas,
told Judge Schmidt that the Contracts provided for the conduct of
exploration, development and mining activities on properties owned
or leased by the parties in the vicinity of Leadville, Colorado.
The Joint Venture ceased active mining in the area in 1999.

Over time, the focus of the Joint Venture's activities shifted to
environmental remediation.  On the Petition Date, ASARCO was the
Joint Venture's managing partner.  ASARCO has been the operator of
the water treatment facility described in certain consent decrees
as Operable Unit 1 of the California Gulch Superfund Site since
its construction in the mid-1990s.

Mr. Soderlund said that rejecting the Contracts will free ASARCO
from the burdensome obligation of operating the Water Treatment
Facility.

          ASARCO Seeks to Quash Resurrection's Subpoena

Resurrection Mining Company served a Notice of Deposition with
Subpoena Duces Tecum on ASARCO LLC in December 2005, to take
discovery whether ASARCO properly exercised its business judgment
when it decided to reject the Res-ASARCO joint venture contracts.
Resurrection sought the production of certain documents and the
deposition of one or more ASARCO representatives in Houston,
Texas.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas,
argues that ASARCO exercised sound business judgment in rejecting
the joint venture contracts and that the Court, not Resurrection,
should be the final arbiter of whether ASARCO's judgment is in
fact sound.

Resurrection's attempt to depose an ASARCO representative is
counter to the well-established bankruptcy policy of expedient
resolution of ASARCO's estate, Mr. Kinzie contends.  "Upon a
motion to assume or reject an executory contract, the only issue
properly before the court is whether the assumption or rejection
of the subject contract is based on a debtor's business
judgment."

Mr. Kinzie adds that Resurrection's attempt to depose an ASARCO
representative will have little or no effect on the outcome of
ASARCO's Rejection Motion since Resurrection will have no more
than a general unsecured claim whether ASARCO rejects the joint
contracts or not.

Furthermore, discovery will only delay the administration of
ASARCO's bankruptcy case.  Mr. Kinzie notes that the discovery
will require ASARCO to unnecessarily expend money for attorneys'
fees, and will require time for at least one ASARCO employee to
gather documents and prepare for his deposition -- time which
could be much better spent on other more important matters.

Accordingly, ASARCO asks the Court to:

    (a) quash Resurrection's Deposition Notice and Subpoena; and

    (b) enter a protective order, staying discovery on the issue
        of whether ASARCO has exercised sound business judgment in
        rejecting the Res-ASARCO agreements.

                       Resurrection Responds

ASARCO has not proven that the burden of complying with the
Deposition Notice outweighs the benefits to be gained by
Resurrection Mining Company through discovery, H. Rey Stroube,
III, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Houston,
Texas, argues.

ASARCO has not provided any support for its contention that
deposing an appropriate corporate representative and complying
with a simple document subpoena is unfairly burdensome, Mr.
Stroube contends.

According to Mr. Stroube, legitimate issues of fact do exist that
the Court needs to resolve before the ruling on the Rejection
Motion.  Resurrection asserts it is entitled to take discovery on
these factual questions and should not be prevented from doing so
because of ASARCO's vague allegations of cost and burden.

Resurrection complains that ASARCO did not specifically identify
all of the Contracts it seeks to reject.  Resurrection also
observes that the identified Contracts are not executory
contracts, and therefore may not be rejected under Section 365 of
the Bankruptcy Code.

Moreover, ASARCO did not provide sufficient explanation of its
basis to reject the Contracts, Mr. Stroube points out.

Accordingly, Resurrection asks the Court to:

    (a) deny ASARCO's request;

    (b) compel ASARCO to comply with the Deposition Notice as soon
        as possible; and

    (c) direct ASARCO to reimburse Resurrection for all of its
        reasonable costs and attorneys' fees incurred as a result
        of filing its request.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. gives the
Debtor financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP gives legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and
$1 billion in total debts.

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASSET BACKED: S&P Downgrades One Note Class' Rating to CCC
----------------------------------------------------------
Fitch Ratings affirmed 45, downgraded one, upgraded six & placed
one class of notes on Rating Watch Negative rating actions on the
Asset Backed Funding Corporation issues listed below:

  Series 2001-AQ1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'BB'
    -- Class B remains at 'C'

  Series 2002-NC1:

    -- 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-OPT1:

    -- Class M-1 affirmed at 'AA+'
    -- Class M-2 affirmed at 'AA'
    -- 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 2002-SB1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 affirmed at 'AA'
    -- Class M-2 affirmed at 'A'
    -- Class M-3, rated 'BBB', placed on Rating Watch Negative
    -- Class B downgraded to 'CCC' from 'B'

  Series 2002-WF1:

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

  Series 2002-WF2:

    -- Class A affirmed at 'AAA'
    -- 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 2003-AHL1:

    -- 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 'A' from 'A-'
    -- Class M-4 upgraded to 'A-' from 'BBB+'
    -- Class M-5 upgraded to 'BBB' from 'BBB-'

  Series 2003-OPT1:

    -- 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-WF1:

    -- Class A affirmed at 'AAA'
    -- 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 2003-WMC1:

    -- Class A affirmed at 'AAA'
    -- Class M-1 upgraded to 'AAA' 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-'

The affirmations reflect a satisfactory relationship between
credit enhancement (CE) and future loss expectations and affect
approximately $616.93 million of outstanding certificates.

The upgrades reflect improvements in the relationships between CE
and future loss expectations and affect approximately $116.88
million of outstanding certificates.  All of the trusts which
contain upgrades are generally benefiting from monthly excess
spread (XS) greater than monthly losses and overcollateralization
(OC) at, or near, the target amount.  The CE levels for all of the
upgraded classes have increased by more than three times the
original levels since the closing date.

The downgrade of class B of series 2002-SB1 affects $2.79 million
of outstanding certificates and reflects the deterioration of CE
relative to monthly losses.  Class M-3 of the same issue is being
placed on Rating Watch Negative and affects approximately $6.79
million of outstanding certificates.  Series 2002-SB1 has
experienced monthly losses that exceeded XS for at least 11 out of
the last 12 months.

As of the January 2006 distribution date, the OC amount of
$1,358,526 is below the target amount of $1,809,816.  Fitch
expects the losses to continue to exceed excess spread in the
future, causing the OC amount to decrease further and preventing
CE as a percentage of the current pool balances to build for all
bonds.  The trigger for this trust is currently failing and
principal is distributed sequentially among the classes.  While
this helps protect the senior classes, the failed trigger will
extend the life of the subordinate bonds and pose an additional
risk at the bottom of the waterfall.

The transactions are seasoned from a range of 26 (series 2003-
WMC1) to 58 (series 2001-AQ1) months.  The pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from 9% (series 2001-AQ1) to 27% (series 2003-AHL1).
The cumulative loss to date as a percentage of the pool's initial
balance ranges from 0.24% (series 2003-WMC1) to 4.27% (series
2002-SB1).

The underlying collateral for the mortgage transactions listed
above consist of both fixed- and adjustable- mortgage loans
secured by first and second liens on residential mortgages
extended to subprime borrowers.  At issuance, the weighted average
original loan-to-value ratio ranged from 76.39% to 82.68%.  The
properties are primarily located in:

   * California,
   * Florida, and
   * New York.

The mortgage loans were acquired from various originators and have
various master servicers, including:

   * Wells Fargo Bank, N.A.;
   * Option One Mortgage Corporation; and
   * Litton Loan Servicing, LP (all rated 'RPS1' by Fitch).


AVETA INC: S&P Upgrades Counterparty Credit Rating to B from B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Aveta Inc. and its senior secured debt ratings on MMM
Holdings Inc. and NAMM Holdings Inc., to 'B' from 'B-' and removed
these ratings from CreditWatch.  The outlook is positive.
     
The credit facilities (issued by MMM and NAMM, collectively)
presently consist of a $287.6 million term loan due August 2011
and a $20 million revolver due August 2012.
     
The upgrade reflects Aveta's improved financial condition
attributed to strengthened health plan profitability and more
balance capital structure resulting from the repayment of debt and
addition of equity stemming from its recently completed private
placement of equity shares.
      
"Aveta is reasonably well positioned to sustain (and likely build
on) its existing market profile because we consider its core
Managed Medicare markets to be under-penetrated," explained
Standard & Poor's credit analyst Joseph Marinucci.  "We also
believe that legislation supporting the Medicare Advantage Program
is likely to provide sufficient funding for the program over the
intermediate term and we believe the existing operating companies
have developed an infrastructure capable of supporting cost-
effective care-coordination initiatives."

Standard & Poor's considers this particularly important because
the rate structure has shifted and will continue to shift more
toward the inclusion of health risk adjusters and be less
influenced by demographic variables.
     
Standard & Poor's expects Aveta to achieve strong organic
enrollment growth over the near term (one year) and more moderate
growth over the intermediate term (five years).  By year-end 2006,
Standard & Poor's expects total Medicare membership to grow by
about 25% and be 160,000-170,000 and for commercial membership to
be very modestly lower at about 210,000 members.  Standard &
Poor's expects pretax income and cash flow for 2006 to be $100
million-$110 million and $140 million-$150 million, respectively.
Also, Standard & Poor's expects financial leverage and interest
coverage to be 65%-75%, 1.5x-2.5x, and 6x-7x, respectively, which
would be viewed as conservative for the rating.
     
The positive outlook reflects the potential for the ratings to be
raised by one notch to 'B+' if Aveta sustains its earnings and
cash flow profile and effectively manages its growth and return
objectives without jeopardizing operational focus.  Conversely,
the outlook could be revised to stable if profitability were to
erode or if the company altered its capital structure in a way
that materially diminishes statutory capitalization or materially
increases debt outstanding.


BCBG MAX: Max Rave Unit Makes Winning $35MM Bid for G+G Retail
--------------------------------------------------------------
BCBG Max Azria Group, Inc., reported that Max Rave, LLC, an entity
to be owned by BCBG and Guggenheim Corporate Funding LLC, has
emerged as the successful bidder in the auction for the assets of
G+G Retail, Inc.  The winning bid of $35 million cash was approved
on Feb. 15, 2006, in the U.S. Bankruptcy Court.  

The purchase transaction is expected to be completed on or before
Feb. 21, 2006.

GCF provided equity and loan commitments to Max Rave in order to
fund the purchase of the company, provide fresh inventory for
stores and provide operating working capital for operations.

In addition, BCBG committed to provide equity capital to Max Rave.  
Max Rave will be operated as a separate entity from BCBG and it is
anticipated that later in 2006, subject to the approval of BCBG's
lenders, it will be merged into BCBG.

G+G Retail currently operates more than 500 stores in the United
States and Puerto Rico under the names Rave, Rave Girl and G+G.

Created in 1989, BCBG Max Azria -- http://www.bcbg.com/-- was  
named for the Parisian phrase "bon chic, bon genre", meaning "good
style, good attitude".  BCBG Max Azria Group, Inc. designs,
develops, produces and markets complete collections of women's
ready-to-wear and accessories, and select categories for men, each
known for being at the forefront of creativity, quality and style.  
The Group is one of the worldwide leaders in ready-to-wear,
encompassing a portfolio of 15 brands including BCBG Max Azria,
Max Azria Collection, Max Azria Atelier, BCBGirls, BCBG//Attitude,
To The Max, Herve Leger Paris, Herve Leger Couture, Parallel, Max
and Cleo, Noun, Maxime, Dorothee Bis, Don Algodon and Alain
Manoukian, and a retail and wholesale network that includes more
than 5,200 points of sale throughout the world.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2005,
Moody's Investors Services assigned first time ratings to BCBG Max
Azria Group, Inc.  The ratings are being assigned in connection
with the company's syndication of two bank credit facilities, the
proceeds of which will be used to:

   * finance its acquisition of Alain Manoukian S. A.;
   * refinance existing indebtedness; and
   * to pay a modest dividend.

These ratings have been assigned:

   * Corporate family rating of B1
   * $100 million senior secured revolving credit facility at Ba3
   * $200 million senior secured term loan B at B1

The outlook is stable.

The ratings are constrained by the company's high exposure to
fashion risk which is likely to result in volatile earnings, and
the company's strong reliance on its founder Max Azria, as well as
its small size and scale.  The ratings also consider the highly
competitive nature of the apparel industry, the fashion-forward
nature of BCBG's merchandise, which limits the potential footprint
of the company's stores, as well as increasing the risk associated
with the proper selection of new markets.


BELVA BROWN: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Belva Jean Brown
        aka B.J. Brown
        13652 Burt Street
        Omaha, Nebraska 68154

Bankruptcy Case No.: 06-80155

Chapter 11 Petition Date: February 16, 2006

Court: District of Nebraska (Omaha)

Debtor's Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, Nebraska 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Mid City Bank                              $260,797
   304 South 42nd Street
   Omaha, NE 68131

   US Bank                                     $79,106
   P.O. Bank 790408
   Saint Louis, MO 63179

   Marriott Rewards                            $28,551
   Cardmember Services
   P.O. Box 94014
   Palatine, IL 60094

   Nebraska Furniture Mart                     $12,719

   Bank of America                             $12,186

   Sears Mastercard                             $7,473

   Citi Business Platinum Select                $4,789

   Phillips 66                                  $2,772

   Von Maur                                       $643

   Younkers                                       $632

   Sams Club                                      $500


BERKLINE/BENCHCRAFT: S&P Affirms Corporate Credit Rating at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its outstanding
ratings on furniture manufacturer Berkline/BenchCraft Holdings
LLC, including its 'B+' corporate credit rating.
     
All ratings have been removed from CreditWatch, where they were
initially placed on April 15, 2005, with positive implications
following Berkline's filing of a registration statement for an
IPO.  The IPO did not take place and CreditWatch implications were
subsequently revised to negative on Nov. 30, 2005, reflecting
Standard & Poor's concerns about Berkline's potential inability to
meet financial covenants required by its bank credit facilities
for the period ended Oct. 1, 2005.
     
The outlook on Morristown, Tennessee-based Berkline/BenchCraft is
negative.  The company had about $163 million of total debt and
$14.5 million of mandatorily redeemable preferred stock
outstanding at Dec. 31, 2005.
     
The ratings affirmation takes into consideration the company's
recent waivers and amendments to the terms of its first-lien and
second-lien credit agreements and Standard & Poor's expectations
for a reduction in leverage.  Because of a $7 million write-off of
receivables from a major customer that filed for bankruptcy, the
company was not in compliance with financial covenants for the
period ended Oct. 1, 2005.  The amendments allow for the add-back
of this write-off in the calculation of bank EBITDA going forward
and revised the covenant levels to provide additional cushion over
the next six quarters.  The ratings affirmation also reflects
credit protection measures that, although weaker-than-expected,
remain appropriate for the current ratings and expectations that
Berkline will gradually improve these credit measures.


BERRY-HILL: Court Approves Motion Protecting Consigned Artwork
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered an order approving, in part, Berry-Hill Galleries,
Inc's previously filed motion relating to consigned artwork that
was received by the Company before its filing for chapter 11
protection.  The Court entered a prior order relating to consigned
artwork received by the Company after the filing on Jan. 17, 2006.

The latest order ensures, among other things, that the agreed
consignment price may be paid to the consignment party from the
proceeds of the post-petition sale of any pre-petition consigned
artwork and any pre-petition consigned artwork in the Company's
possession may be returned to the consignment party, if certain
conditions are satisfied.  The order also permits Berry-Hill to
make payments to partial owners of artwork, consistent with the
terms of applicable agreements, if such artwork is sold.

"Our customers are our most important assets," Frederick D. Hill,
a director of Berry-Hill Galleries, Inc., said.  "A major focus of
our strategic restructuring is to ensure that the artwork placed
with us on consignment may be sold in the ordinary course and any
amounts due to consignors may be paid upon the sale of that
artwork.  With this order in place we have accomplished this."

The Company also noted that preparations for its highly
anticipated exhibition "Toward a New American Cubism," which will
run from May 23 through July, continue.  The exhibition will
feature extensive new research on the subject.  It will include
important works of art on loan from major institutions as well as
private collections, and will be accompanied by the publication of
a substantial catalog.

Berry-Hill Galleries is represented by the law firm of Kramer
Levin Naftalis & Frankel LLP, and has engaged Gordian Group, LLC
as its investmentbank.  Alan M. Jacobs of AMJ Advisors, LLC is the
Chief Restructuring Officer.

Headquartered in New York, New York, Berry-Hill Galleries, Inc.
-- http://www.berry-hill.com/-- buys paintings and sculpture    
through outright purchase or on a commission basis and also
exhibits artworks.  The Debtor and its affiliate, Coram Capital
LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr.
S.D.N.Y. Case Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $100 million and debts between $1 million and
$50 million.


BEVERLY ENTERPRISES: Shareholders Okay Pearl Senior Merger Accord
-----------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV), reported that at a special
meeting of the stockholders held in Fort Smith, Ark., its
stockholders voted to adopt the merger agreement providing for the
acquisition of BEI by Pearl Senior Care, Inc., an affiliate of
Fillmore Capital Partners, LLC.

Approximately 99.3 percent of stockholders voting in person or by
proxy voted for adoption of the merger agreement.  The number of
shares voting to adopt the merger agreement represented
approximately 76 percent of the total number of shares outstanding
and entitled to vote.

The proposed merger is expected to be completed no later than
March 15, 2006, subject to the satisfaction or waiver of all the
closing conditions set forth in the merger agreement. Under the
terms of the merger agreement, BEI stockholders will receive
$12.50 per share in cash, without interest.

Beverly Enterprises, Inc., and its operating subsidiaries
providers of healthcare services to the elderly in the United
States.  BEI, through its subsidiaries, operates 342 skilled
nursing facilities, as well as 18 assisted living centers, and 67
hospice/home care centers.  Through Aegis Therapies, Inc., BEI
offers rehabilitative services on a contract basis to nursing
facilities operated by other care providers.

                         *     *     *

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

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

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

These ratings were affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B1

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

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

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

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

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

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

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


BOSTON COMMS: Incurs $54.2 Million Net Loss in 2005
---------------------------------------------------
Boston Communications Group, Inc., earned $2.7 million of net
income for the fourth quarter ended Dec. 31, 2005, as compared to
$4 million of net income for the fourth quarter of 2004.

On a non-GAAP basis excluding legal expenses and related charges
associated with the Freedom Wireless lawsuit, the Company would
have reported net income of $2.5 million.

For the full year ended December 31, 2005, the Company reported
a consolidated net loss of $54.2 million that includes a
$64.3 million non-cash charge recorded in the second and third
quarters to reserve for the potential loss in the Freedom Wireless
lawsuit, which the Company continues to contest.  The Company
earned $17.2 million of net income in the prior year.

Total revenues for the fourth quarter of 2005 increased by
$247,000, or 1%, to $26.3 million from the fourth quarter of 2004
and increased by $629,000, or 2% sequentially, from the third
quarter of 2005.  For the year ended Dec. 31, 2005, Total revenues
decreased 4% to $103.9 million from 2004 annual revenues of
$107.9 million.

"Our financial results for the fourth quarter reflect [Boston
Communication's] ability to meet operator demand for world-class
products and services," said E.Y. Snowden, [the Company's]
president and chief executive officer.  "Additionally, we are
encouraged by the recent favorable rulings from the Appeals Court
to stay the injunction pending appeal.  Our product and customer
diversification strategy, supported by innovative product
development, a targeted sales push into emerging and mature
markets worldwide, and our recently announced Global Alliance
Program, continue to be our primary focus, in addition to
resolution of the Freedom Wireless litigation."

             Freedom Wireless Litigation Status

Boston Communications is in the process of appealing the Freedom
Wireless judgment in the U.S. Court of Appeals for the Federal
Circuit. On Dec. 15, 2005 the Appeals Court stayed the injunction
previously granted by the U.S. District Court for the District of
Massachusetts.  Therefore, the Company's carrier customers,
including its co-defendant Cingular Wireless, may continue to use
the Company's Real-Time Billing service during the appeal process.

Although the timing of proceedings during the appeal process may
vary, the Company believes the appeal will continue into 2007.  As
previously announced, the Company has accrued an estimated loss of
$64.3 million with respect to the Freedom Wireless judgment,
excluding additional legal charges which are, and will continue to
be, expensed as incurred.  However, the actual loss, if any, may
be higher or lower than the amount accrued and could be higher
than the current judgment of $165 million.

                   Bankruptcy Warning

As reported in the Troubled Company Reporter on Nov. 11, 2005, the
potential outcome of the Freedom Wireless Litigation varies
greatly and could include any of the following:

    * If the injunction is not stayed or if security is required
      to be posted for royalties that exceed the Company's ability
      to pay, BCGI would need to negotiate a settlement and/or a
      license with Freedom Wireless or would likely seek
      protection under the U.S. Bankruptcy Code.

    * If the Appeals Court overturns the judgment of infringement,
      the Appeals Court could either rule that the Company would
      have no liability to Freedom Wireless or that the case would
      be returned to the District Court for a new trial on
      infringement.

    * If the Appeals Court overturns the judgment that the patents
      held by Freedom Wireless were valid or enforceable, BCGI
      would have no liability to Freedom Wireless, or the case
      could be returned to the District Court for a new trial on
      the issue of invalidity or unenforceability.

    * If the Appeals Court rules in favor of Freedom Wireless, the
      Company would need to seek protection under the U.S.
      Bankruptcy Code.

    * The parties may enter into a settlement agreement

                      About Boston Communications

Boston Communications Group, Inc. -- http://www.bcgi.net/--   
develops products and services that enable wireless operators to
fully realize the potential of their networks.  BCGI's access
management, billing, payment and network solutions help operators
rapidly deploy and manage innovative voice and data services for
subscribers.  Available as licensed products and fully managed
services, BCGI's solutions power carriers and enable MVNOs with
market-leading implementations of prepaid wireless, postpaid
billing, wireless account funding and m-commerce.  BCGI was
founded in 1988.


BRIDGES TRANSITIONS: Discloses Financial Results for Six Months
---------------------------------------------------------------
Bridges Transitions Inc. (TSX:BIT) disclosed its financial results
for the six months ending December 31, 2005.  

Through the second quarter of our 2006 fiscal year, the Company
reportedly remained focused on our three-point corporate strategy
-- plans designed:

   (1) to consolidate its significant market share;

   (2) to deepen the relationships that it has with its large
       subscriber base through the provision of additional
       products and services; and

   (3) to open new business relationships reportedly made possible
       by its unique market position.

In October, the Company disclosed the hiring of investment bankers
to advise its Board of Directors as to alternatives that may allow
its shareholders to realize greater value.  Work by its bankers
and management that was initiated in the second quarter continues
to progress satisfactorily and on schedule.  Naturally, any
announcements respecting this work will be made promptly if or
when there is tangible progress.  Until such time, it will
continue to place operating focus on it business plan and build on
it second quarter financial improvements.

During the three months ended September 30, 2005, the Company
experienced a significant reduction in invoicing as compared to
the comparable quarter in 2004.  This trend continued in the
second quarter, but at a significantly more moderate pace.   
Invoicing was $122,316 less than the comparable quarter in 2004, a
5% reduction.  Revenue for the current six months is 10% below
last year.  Both Costs of Revenue and Expenses are also reduced
period over period by 8.6% and 16.6% respectively.  The combined
impact of lower revenue and lower expenses has a combined 6-month
result of Net Earnings rising from a loss of $165,983 to a profit
of $351,478 period over period.

Bridges Transitions Inc. -- http://www.bridges.com/-- provides  
software-based and online education planning, career exploration,
and high school/college test prep resources designed to help
students achieve education and career success.  Over 14,000
schools and other agencies across the U.S. and Canada use Bridges'
products and services.  The Company is listed on the Toronto Stock
Exchange under the symbol: BIT.

As of December 31, 2005, the Company's balance sheet reflected
assets amounting to $7,190,468 and debts aggregating $7,272,244.  
As of December 31, 2005, the Company's showed an $81,776 equity
deficit.  The equity deficit was $576,636 deficit at June 30,
2005.


CATHOLIC CHURCH: Portland Responds to Insurers' Objections
----------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 27, 2006, certain insurers asserted that the Archdiocese of
Portland in Oregon's disclosure statement should be modified to
remove ambiguity about whether the Plan of Reorganization and the
"Claims Resolution Facility Agreement" would impact the insurers'
rights or the Archdiocese's obligations under certain insurance
policies.

The Insurers include:

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

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

                            *    *    *

National Surety Corporation supports the arguments raised by the
insurers in their objection to the Disclosure Statement filed by
the Archdiocese of Portland in Oregon.

National Surety issued insurance policies to Portland from 1981
through 1986.  It is also a defendant in adversary proceeding no.
04-03373-elp captioned Archbishop of Portland in Oregon v. ACE
USA, Inc., et al.

            Portland Addresses Insurers' Objections

According to Thomas W. Stilley, Esq., at Sussman Shank LLP, in
Portland, Oregon, Portland's Disclosure Statement will be modified
to provide that ". . . all claims and defenses of the
[Archdiocese] and the Insurance Companies relating to the
Insurance Claims [will] remain unaffected by the Plan and
Confirmation Order."

Mr. Stilley notes that the Archdiocese will consider whether to
modify the Plan to assign its rights that have accrued for covered
losses that have already occurred relating to Tort Claims under
the insurance policies and the Insurance Claims, to the Claims
Resolution Facility.

In the event it chooses to make that change, Mr. Stilley says the
Archdiocese will likewise modify the Claims Resolution Facility
Agreement to provide that as insurance recoveries are obtained,
the recoveries will be used to reduce the amount of credit
available on the notes and letter of credit provided for in the
Claims Resolution Facility Agreement.

Portland believes that its major insurers -- Safeco Insurance
Company of America and General Insurance Company of America --
abandoned their customer well before the bankruptcy filing.  The
Archdiocese has lost the full support of some of its insurers in
resolving claims of alleged sexual misconduct.

However, the Archdiocese will modify the Disclosure Statement to
indicate that the Insurers disagree with Portland's assertion.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Responds to FCR's Disclosure Objection
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 31, 2006, David A. Foraker, the Future Claimants
Representative appointed in the Archdiocese of Portland's Chapter
11 case, argued that the Disclosure Statement accompanying the
Plan of Reorganization filed by the Archdiocese should not be
approved because the Plan is unconfirmable as a matter of law.  
Mr. Foraker pointed out that:

   (1) the Plan of Reorganization provides for categorical
       disallowance of all claims for punitive damages or for
       loss of consortium, which is impermissible under the
       Bankruptcy Code.

   (2) the "best interest of creditors" test of Section
       1129(a)(7)(A)(ii) of the Bankruptcy Code cannot be
       satisfied with regard to the Plan.

                    Archdiocese Answers Back

To address the Future Claimants Representative's concerns, Thomas
W. Stilley, Esq., at Sussman Shank LLP, in Portland, Oregon,
relates that the Archdiocese of Portland in Oregon will modify the
Plan to provide that:

   * the consortium claims, if any, will be treated like other
     tort claims and will be included in Classes 7, 8, 9, or 10,
     as applicable; and

   * the payment of all allowed tort claims by the Claims
     Resolution Facility will be subject to the approval of the
     District Court.

Mr. Stilley notes that the issue on "Best Interest of Creditors
Test" has been and will be separately dealt with in three
estimation pleadings already filed with the Bankruptcy Court.

On the issue of punitive damages, Mr. Stilley asserts that the
Bankruptcy Court has equitable power under Section 105(a) of the
Bankruptcy Code to categorically disallow punitive damage claims.

According to Mr. Stilley, to impose punitive damages on the
Archdiocese would not only result in inequitable distribution of
the estate's assets to the actual creditors but would also punish
innocent parishioners and the children attending Catholic schools
and their parents.

The issue of absolute priority rule is not applicable to a
reorganization plan involving a non-profit debtor corporation
since the Archdiocese has no equity security holders who can
receive or retain any property on account of their equity
interest, Mr. Stilley points out.

"Even if the absolute priority rule was applicable, it would be
satisfied because the Archdiocese's Plan provides for payment in
full of the allowed amount of the claims as estimated by the
Court," Mr. Stilley adds.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELLSTAR CORP: Posts $3.2 Mil. Net Loss in 4th Qtr. Ended Nov. 30
-----------------------------------------------------------------
CellStar Corporation (OTC Pink Sheets: CLST) reported results for
fourth quarter and fiscal 2005.

The Company reported revenues in the fourth quarter of 2005 of
$221 million, compared to $233.8 million in 2004.

For the quarter ended Nov. 30, 2005, the Company reported a
consolidated net loss of $3.2 million for the fourth quarter of
2005, compared to a net loss of $65.7 million in 2004.

Consolidated gross profit increased to $13.7 million in the fourth
quarter of 2005 compared to $10.2 million in 2004.

"Operating income in North America and Latin America improved 56%
in fiscal 2005 compared to fiscal 2004, despite the reporting
delays and issues in the Asia-Pacific Region in 2005," said Robert
Kaiser, Chairman of the Board and Chief Executive Officer.  

The Company recorded revenues of $987.3 million in fiscal 2005,
compared to $821.5 million in 2004.

The Company reported a consolidated net loss of $24.6 million,
or $1.20 per share, in fiscal 2005, compared to a net loss of
$118.1 million, or $5.80 per share, in 2004.

Consolidated gross profit in fiscal 2005 increased to $50 million
from $48.6 million in 2004.  Gross profit as a percentage of
revenues was 5.1% in fiscal 2005, compared to 5.9% in 2004.

Cash and cash equivalents at Nov. 30, 2005, were $10.7 million,
compared to $13.2 million at Nov. 30, 2004.

The Company's continuing operations generated net cash from
operating activities of $4.1 million for the year ended Nov. 30,
2005, compared to a cash usage of $22.5 million for the year ended
Nov. 30, 2004.

As of Nov. 30, 2005, the Company had borrowed $30.5 million under
its domestic revolving credit facility compared to $35.8 million
at Nov. 30, 2004.  The Company had additional borrowing
availability under the credit facility of $18.2 million at
Nov. 30, 2005.

At Nov. 30, 2005, the Company had outstanding $12.4 million of 12%
Senior Subordinated Notes due in January 2007.

Headquartered in Coppell, Texas, CellStar Corporation --
http://www.cellstar.com/-- is a leading provider of logistics and  
distribution services to the wireless communications industry.  
CellStar has operations in North America and Latin America, and
distributes handsets, related accessories and other wireless
products from leading manufacturers to an extensive network of
wireless service providers, agents, MVNO's, insurance/warranty
providers and big box retailers.  CellStar specializes in
completely integrated forward and reverse logistics solutions,
repair and refurbishment services, and in some of its markets,
provides activation services that generate new subscribers for
wireless service providers.

Moody's Investors Service assigned its B3 Long-Term Corporate
Family Rating to CellStar on Sept. 6, 2001, and rates CellStar's
outstanding 12% Senior Subordinated Notes due January 2007 at Ca.  
Standard & Poor's tagged CellStar with its selective default
rating on Feb. 15, 2002, in response to what it perceived as an
overly coercive exchange offer.  CellStar is the borrower under a
Loan and Security Agreement dated as of September 28, 2001 (as
amended fifteen times, most recently by a FIFTEENTH AMENDMENT AND
WAIVER TO LOAN AGREEMENT dated as of February 10, 2006) with WELLS
FARGO FOOTHILL, INC., as Agent and as a Lender, BANK OF AMERICA,
N.A. (successor to Fleet Capital Corporation), as, as a Lender,
and TEXTRON FINANCIAL CORPORATION, as a Lender.  Last year,
CellStar failed to comply with the Consolidated Tangible Net
Worth covenant and required Fixed Charge Coverage Ratios under the
Loan Agreement.  The Loan Agreement matures by its own terms on
Sept. 27, 2006.  


CHOICE HOTELS: Earns $21.5 Million in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Choice Hotels International, Inc. (NYSE:CHH) reported its fourth
quarter and full year 2005 results.

                            Highlights

   -- Earnings before interest taxes and depreciation expense for
      full year 2005 increased 13% to $153 million from
      $135 million in 2004.  Operating income increased more than
      15% for both full year and fourth quarter 2005 compared to
      the same periods in the prior year, to $143.8 million and
      $36.2 million, respectively;

   -- Domestic unit growth increased 5.6%; excluding the
      acquisition of Suburban, domestic unit growth increased
      3.9%;

   -- Domestic system-wide revenue per available room (RevPAR)
      increased 7.3% for fourth quarter 2005 and 6.1% for full
      year 2005 compared to prior year results;

   -- Full year 2005 new domestic hotel franchise contracts up
      16% to a record 639;

   -- Franchising revenues up 16% and 13% for fourth quarter and
      full year 2005, respectively; total revenues up 14% and 11%
      for fourth quarter and full year, respectively;

   -- The domestic hotel pipeline of hotels under construction,
      awaiting conversion or approved for development increased
      more than 30% to 603 hotels representing 46,464 rooms; the
      worldwide pipeline increased 21% to 687 hotels, representing
      54,075 rooms;

   -- According to Smith Travel Research, Choice branded
      system-wide market share in the United States has increased
      89 basis points to 7.35% of total industry rooms since 2002.
      The total number of domestic hotel rooms has increased at an
      annual rate of less than 1% per annum during these same
      3 years.

"We are very pleased with our performance for the fourth quarter
and for the full year 2005.  We achieved record results, including
record franchise sales and our highest year-end domestic hotel
pipeline.  These results provide solid momentum heading into 2006
and reflect the strength and sustainability of our business
model," Charles A. Ledsinger, Jr., president and chief executive
officer said.  "While continuing to invest in the business, we
also returned nearly $80 million to our shareholders through share
repurchases and dividends during the year."

"We continue to be encouraged by our strong pipeline, the healthy
operating environment for the lodging industry and the development
potential for the two brands we added to our portfolio in 2005,
the upscale Cambria Suites brand and Suburban Extended Stay
Hotels," Mr. Ledsinger added.

During 2005, the company acquired Suburban Franchise Holding
Company, Inc., which included 67 Suburban Extended Stay Hotels
units open and operating in the United States.  The results of
operations for Suburban have been included in the company's
results of operations since Sept. 28, 2005.

                     Two-For-One Stock Split

The company effected a two-for-one stock split of its outstanding
shares of common stock, par value $.01 per share, effective on
Oct. 21, 2005.  

During the year ended Dec. 31, 2005, the company repurchased
approximately 1.1 million shares (including 0.5 million prior to
the 2 for 1 stock split effected in October 2005) of its common
stock for a total cost of $48.6 million.  The company has
remaining authorization to purchase up to 5.1 million shares.  No
minimum number of shares has been fixed.  

Since Choice announced its stock repurchase program on June 25,
1998, and through Feb. 14, 2006, the company has repurchased 33.6
million shares (including 33.0 million prior to the 2 for 1 stock
split effected in October 2005) of its common stock at an average
price of $21.16 per share and for a total cost of $711.9 million.

                            Dividends

For the year ended Dec. 31, 2005, the company paid $30.2 million
of cash dividends to shareholders.  The annual dividend rate per
common share is $0.52.

The company expects to continue to return value to its
shareholders through a combination of dividends and share
repurchases, subject to market and other conditions.

Headquartered in Silver Spring, Maryland, Choice Hotels
International, Inc. -- http://www.choicehotels.com/--    
franchises more than 5,000 hotels, representing more than 400,000  
rooms, in the United States and more than 40 countries and  
territories.  As of June 30, 2005, 471 hotels are under  
development in the United States, representing 36,058 rooms, and  
an additional 92 hotels, representing 8,329 rooms, are under  
development in more than 40 countries and territories.  The  
company's Cambria Suites, Comfort Inn, Comfort Suites, Quality,  
Clarion, Sleep Inn, Econo Lodge, Rodeway Inn and MainStay Suites  
brands serve guests worldwide.

At Dec. 31, 2005, Choice Hotels' balance sheet showed a  
$167,176,000 stockholders' deficit, compared to a $203,053,000  
deficit at Dec. 31, 2004.


CONCENTRA OPERATING: Earns $212,000 in Fourth Quarter 2005
----------------------------------------------------------
Concentra Operating Corporation reported results for the fourth
quarter ended Dec. 31, 2005.  The Company reported consolidated
Adjusted Earnings Before Interest Taxes Depreciation and
Amortization of $34,160,000 for the quarter.  This represented an
increase of 18% over the $29,005,000 in Adjusted EBITDA reported
for the same period in 2004.  

The Company also reported strong increases in its cash flow from
operations and its retained cash balances.  Due to its strong
fourth quarter cash flow trends, the Company currently intends to
prepay $31,623,000 in senior term indebtedness at the conclusion
of the first quarter.

Revenue for the fourth quarter of 2005 increased 16% to
$303,396,000 from $261,022,000 in the year-earlier period.  
Operating income was $20,945,000 in the fourth quarter, an
increase of 5% from $19,880,000 in the same period last year.  

Growth in operating income during the quarter was affected by
increases in general and administrative expenses related primarily
to a $3,286,000 increase in the Company's non-cash equity
compensation expenses, as well as other increases related to
Concentra's fourth quarter acquisitions, legal expenses and other
compensation costs.

Approximately $2,500,000 of the non-cash equity compensation
expenses related to the Company's fourth quarter appointment of
its new Chairman and were non-recurring in nature.  

Net income for the quarter was $212,000, which included a pre-tax
loss on early retirement of debt totaling $6,029,000, versus net
income of $4,557,000 in the year-earlier quarter.

Concentra's revenue for 2005 increased 5% to $1,155,069,000 from
$1,095,849,000 in 2004.  Operating income increased to
$127,586,000, up 72% from $74,118,000 for 2004.  The Company's
growth in operating income reflected the impact of a non-cash
impairment charge of $41,682,000 reported in the third quarter of
2004 related to the write down of goodwill and other long-lived
assets of the Company's Care Management Services segment.  

Net income for 2005 was $53,801,000 as compared to a net loss of
$9,975,000 in 2004.  The Company's net loss for 2004 included a
loss on early retirement of debt totaling $14,105,000.  For 2005,
Adjusted EBITDA was $165,022,000, representing a 7% increase from
$154,755,000 in 2004.

"We are pleased to have finished the year on such positive notes,"
Daniel Thomas, President and Chief Executive Officer of Concentra
said.  "During the fourth quarter, we were able to complete the
acquisition of Beech Street Corporation and commence our
integration process.  By combining the strengths of Beech Street
with our existing group health and workers' compensation network
operations, we are well positioned to deliver new services that
will assist payors and employers in achieving broader provider
access and in lowering their healthcare and disability costs.  
With these expanded services, I believe we will re-establish
growth in the Network Services segment of our business during the
coming year."

"Another positive note during the quarter was that our Health
Services division continued to provide us with the solid growth
trends that we have been experiencing all year," Thomas added.
"Our same-center patient visits grew at a rate of 4.1%, and we
continued to achieve strong growth in the diversified services
portion of this business segment.  With the acquisition of
Occupational Health + Rehabilitation Inc., we now have 300 health
centers nationwide."

Due primarily to positive accounts receivable collection trends,
the Company also achieved significant increases in its operating
cash flows and cash balances.  At the conclusion of the fourth
quarter, the Company's Days Sales Outstanding decreased to 51
days, which represented the lowest level achieved in Concentra's
history.  As a result of these working capital trends and the
Company's underlying operating growth, Concentra's net cash
provided by operating activities for the year grew to
$141,799,000, an increase of $42,926,000 as compared to the year
ended Dec. 31, 2004.  At Dec. 31, 2005, Concentra had $65,057,000
in unrestricted cash and investments.

As a result of its strong fourth quarter cash flow performance and
growing cash balances, the Company currently intends to prepay
$31,623,000 in senior term indebtedness at the conclusion of the
first quarter, in addition to its normal scheduled principal
payments.  Of this amount, $14,123,000 is being prepaid in
compliance with the excess cash flow covenants of the Company's
Senior Credit Facility.  The remaining $17,500,000 is being made
as an optional prepayment.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra Inc., is dedicated to improving the quality of life by
making healthcare accessible and affordable.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services that include employment-related injury and
occupational healthcare, in-network and out-of-network medical
claims review and repricing, access to preferred provider
organizations, first notice of loss services, case management and
other cost containment services. Concentra provides its services
to approximately 136,000 employer locations and 3,700 insurance
companies, group health plans, third-party administrators and
other healthcare payors.  The Company has 300 health centers
located in 40 states.  It also operates the Beech Street and FOCUS
networks. These provider networks include 544,000 providers,
52,000 ancillary providers and 4,400 acute-care hospitals
nationwide.

                            *   *   *

Concentra Operating Corporation's 9.5% Senior Subordinated Notes
due 2010 carry Moody's Investor Services' B3 rating and Standard
and Poor's Ratings Services' B- rating.  Moody's and S&P assigned
those ratings on October 10, 2003.


CONGOLEUM CORPORATION: Files Seventh Modified Reorganization Plan
-----------------------------------------------------------------
Congoleum Corporation filed with the U.S. Bankruptcy Court for the
District of New Jersey a disclosure statement explaining its
seventh modified plan of reorganization.

The changes incorporated in the seventh modified plan includes:

    (1) Allowed Secured Asbestos Claims, Not Previously Determined
        Unsecured Asbestos Personal Injury Claims, and Allowed
        Previously Determined Unsecured Asbestos Personal Injury
        Claims will be paid pari passu with each other in all
        Respects;

    (2) In lieu of the contribution of the Promissory Note that
        was to be contributed to the Plan Trust under the Sixth
        Modified Plan, the new plan contemplates on Reorganized
        Congoleum issuing 3,800,000 shares of Congoleum Class A
        common stock, and a New Convertible Security to the Plan
        Trust, which if certain contingencies occur, will entitle
        the Plan Trust to own a majority of the voting shares of
        the common stock of Reorganized Congoleum.

        In addition, the Additional Plan Trust Contribution,
        consisting of:

         (a) 50% of the amount of accrued and unpaid interest from
             the Petition Date through and including the Effective
             Date on the Senior Notes, which, if the Effective
             Date occurs on December 31, 2006, will amount to
             approximately $15 million; and

         (b) $7.3 million in Cash,

        will also be contributed by Congoleum to the Plan Trust;

    (3) A new section, Section 9.6, was added to the plan, in
        order to expressly reserve the Debtors' right to seek
        confirmation of the Plan by means of the fair and
        equitable power contained in Section 1129(b) of the
        Bankruptcy Code;

    (4) The conditions to confirmation of the Plan, was also
        modified to:

         (a) reflect the issuance of the New Common Stock and the
             New Convertible Security to the Plan Trust in lieu of
             the Promissory Note;

         (b) reflect the pledge of Congoleum stock by ABI and to
             remove the requirements that:

              * at least 95% of the holders of Allowed Secured
                Asbestos Claims of Qualified Participating
                Claimants will have irrevocably consented or be
                deemed to have irrevocably consented to the
                Forbearance of their rights under Articles II,
                III.C, IV and VIII of the Claimant Agreement and
                their rights, if any, under the Collateral Trust
                Agreement and the Security Agreement by voting to
                accept the Plan or by failing to timely object to
                such Forbearance upon notice thereof and that

              * a forbearance agreement, in the form set forth in
                Exhibit I to the former Plan, will have been
                executed and delivered on behalf of Congoleum and
                all of the Qualified Pre-Petition Settlement
                Claimants; and

         (c) incorporate certain rights of Settling Asbestos
             Insurance Companies under Asbestos Insurance
             Settlement Agreements as conditions to confirmation.

    (5) The section regarding exculpation and releases, were
        modified to clarify that in no event will any party be
        exculpated or released from liability for any Claim
        asserted in the Avoidance Actions and in no event will the
        Pre-Petition Asbestos Claimants' Committee be exculpated
        or released from liability for any relief granted or costs
        or expenses incurred in connection with the Avoidance
        Actions.  The Claimants' Representatives and Collateral
        Trustee were deleted as parties to be exculpated or
        released under the Plan.

    (6) An Anti-Suit Injunction provision was added to provide for
        an injunction pursuant to Section 105(a) of the Bankruptcy
        Code enjoining non-asbestos claims against any Settling
        Insurance Company for which liability for non-asbestos
        coverage has been repurchased and released under an
        Asbestos Insurance Settlement Agreement.

    (7) Under the section concerning Plan Trust Bankruptcy Causes
        of Action, the exception of Plan Trust Disputed Claims
        from the Plan Trust Bankruptcy Causes of Action to be
        released by the Debtors was deleted.

    (8) The seventh modified plan also clarifies that none of the
        Debtors, ABI, the Futures Representative, the Plan
        Trustee, the Asbestos Claimants' Committee and the
        Claimants' Representative may seek to modify the scope of
        the Asbestos Channeling Injunction or any other injunction
        contained in the Plan that inures to the benefit of any
        Settling Asbestos Insurance Company.

    (9) The provision regarding the funding by the Debtors of
        Claimants' Representative Fee Claims was deleted in its
        entirety.

   (10) The Plan Trust Agreement was also modified to take into
        the account the impact of the Forbearance and the
        resolution of Plan Trust Disputed Claims on the treatment
        of Asbestos Personal Injury Claims under the Plan.

        The limitation on the Debtors' right to reimbursement of
        $6 million in Coverage Costs and the Claims Handling Fee
        has been eliminated as an off-set by the Additional Plan
        Trust Contribution which consists, in part, of $7.3
        million in Cash being contributed by Reorganized Congoleum
        to the Plan Trust on the Effective Date.

   (11) The Trust Distribution Procedures revised to reflect the
        Forbearance and to impose more stringent exposure
        criteria.  Under the revised procedures, all Asbestos
        Personal Injury Claims of claimants that consent or are
        deemed to have consented to the Forbearance will be
        considered for allowance and paid without priority in
        payment and in all respects pari passu with each other.  

The modified Plan also provides that interest accrued on
Congoleum's 8-5/8% Senior Notes during the period it is in
Chapter 11 will be forgiven, and the maturity date of the Notes
would be extended by three years to August 1, 2011.

Full-text copies of Congoleum Corporation's seventh modified plan
of reorganization and disclosure statement are available at no
charge at http://ResearchArchives.com/t/s?542

Full-text copies of Congoleum Corporation's sixth modified plan of
reorganization and disclosure statement are available at no charge
at http://ResearchArchives.com/t/s?91   

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  Richard L.
Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennanat, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP represent the Debtors in
their restructuring efforts.  Elihu Insulbuch, Esq., at Caplin &
Drysdale, Chartered, represents the Asbestos Claimants' Committee.  
R. Scott Williams serves as the Futures Representative, and is
represented by lawyers at Swidler Berlin LLP.  When Congoleum
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

At. Sept. 30, 2005, Congoleum Corporation's balance sheet showed
a $35,614,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CORUS ENT: Moody's Withdraws Senior Subordinated Bond's B1 Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Corus
Entertainment Inc., following the company's redemption of
virtually all of its US$375 million 8.75% Senior Subordinated
Notes due 2012 on Jan. 23, 2006.

Corus Entertainment Inc. is a leading media company headquartered
in Calgary, Alberta, Canada.

Outlook Actions:

   Issuer: Corus Entertainment, Inc.

      * Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   Issuer: Corus Entertainment, Inc.

      * Corporate Family Rating, Withdrawn, previously rated Ba2

      * Senior Subordinated Regular Bond/Debenture, Withdrawn,
        previously rated B1


CREDIT SUISSE: Fitch Affirms $5.1 Mil. Class E Certs.' B+ Rating
----------------------------------------------------------------
Fitch Ratings upgraded the ratings for these classes of Credit
Suisse First Boston Mortgage Securities 1995-M1:

   -- $5.5 million class B to 'AAA' from 'AA'
   -- $7.8 million class C to 'A+' from 'A'
   -- $2.8 million class D to 'BBB' from 'BBB-'

In addition, these classes' ratings were affirmed:

   -- $31.4 million class A 'AAA'
   -- $5.1 million class E 'B+'
   -- Interest only class AX 'AAA'

The $1.5 million class F-1 and $1.2 million class F-2 remain at
'CCC'.  Fitch does not rate the $ 3,724 class G-1 certificates.

The rating upgrades are the result of increased subordination
levels due to paydown.  As of the January 2006 distribution report
the transaction balance has decreased 28% to $55.2 million from
$77.9 million at issuance.  Eighteen of the transactions 28
original loans remain outstanding.

There is one delinquent loan (3.80%), located in Dallas, Texas,
which transferred to the special servicer in January 2006.  The
special servicer working with the borrower to determine the best
resolution of the asset and has begun the foreclosure process.

The transaction is composed of Low Income Housing Tax Credits
properties.  Tax credits are earned over 15 years and paid out
over 10 years.  All loans in the transaction have ended their tax
free period.  Fitch remains concerned that some borrowers may have
difficulty funding debt service without the tax credits.

The transaction's structure is such that losses are absorbed by
classes depending on the originator of the disposed loan with
Dynex originated loans absorbed first by class G-2, then G-1,
followed by F-2 and F-1.  CBA originated loans first toG-1, then
G-2, followed by F-1 and F-2.


CRYOPORT INC: Dec. 31 Balance Sheet Upside-Down by $1.9 Million
---------------------------------------------------------------
CryoPort, Inc. delivered its financial results for the quarter
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Feb. 13, 2006.

Sales decreased to $11,225 for the quarter ended Dec. 31, 2005,
from $85,652 for the quarter ended Dec. 31, 2004.  For the three
months ended Dec. 31, 2005, CryoPort incurred a $288,469 net loss
compared to a $232,47 net loss for the three months ended Dec. 31,
2004.

As of Dec. 31, 2005 the Company's current liabilities of $670,599
exceeded its current of $292,845 by $377,754.  Approximately 41%
of current liabilities represent accrued payroll for executives
who have opted to defer taking salaries until the Company has
achieved positive operating cash flows.  Total assets decreased
$697,841 to $382,587 at December 31, 2005 from $1,080,428 at
March 31, 2005 as a result of funds used in operating activities
and capital acquisitions, partially offset by cash received from
the sale of common stock funds used in operating activities.  The
company's balance sheet at Dec. 31, 2005, showed $382,587 in total
assets and $2,343,742 in total liabilities resulting in a
stockholders' deficit of $1,961,155.

                    Going Concern Doubt

The company reports that its Independent Registered Public
Accountant raised substantial doubt on its ability to continue as
a going concern after the Firm audited the company's financial
statements for the periods ended Mar. 31, 2005 and Mar. 31, 2004.  
The auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.

Management has reiterated that doubt in the company's latest
filing.

CryoPort, Inc. develops leading edge, proprietary, technology
driven shipping and storage products for use in the rapidly
growing global biotechnology and pharmaceutical sectors.  The
products developed by CryoPort are essential components of the
infrastructure required for the testing and research components
that make up the foundation of the pharmaceutical and
biotechnology industries.  The company's product line includes
single-use drug delivery systems for use in the delivery of
pharmaceuticals requiring cryogenic shipping temperatures.


D&M FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: D&M Financial Corp.
        383 Washington Avenue
        Belleville, New Jersey 07109
        Tel: (973) 759-4003

Bankruptcy Case No.: 06-11040

Type of Business: The Debtor is a full-service mortgage company       
                  that offers home loan products.  See
                  http://www.dnmfc.com/

Chapter 11 Petition Date: February 14, 2006

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Saul A. Berkman, Esq.
                  465 Monroe Avenue
                  Washington Township, New Jersey 07676
                  Tel: (201) 666-8849

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
AGF                              Loan Repurchases    $9,000,000
1655 Oak Tree Road
Edison, New Jersey 08820

Freemont                         Loan Repurchases    $4,514,800
175 No. Riverview Drive
Anaheim, CA 92808

EMC                              Loan Repurchases    $3,000,000
909 Hidden Ridge Drive
Irving, TX 75038

Lydian Bank                      Loan Repurchases    $1,200,000
3801 PGA Boulevard, Suite 700
Palm Beach Gardens, FL 33410

ALS                              Loan Repurchases    $1,200,000
601 Fifth Avenue
Scottsbluff, NE 69363

Morequity                        Loan Repurchases    $1,000,000
600 No. Royal Avenue
Evansville, IN 47715

Countrywide                      Loan Repurchases      $842,685

First National Bank of Arizona   Loan Repurchases      $700,000

Indymac Bank                     Loan Repurchases      $353,000

Credit Suisse First Boston       Loan Repurchases      $310,000

GMAC Bank                        Loan Repurchases      $280,000

Rosenbilt, Dapeer, Esq.          Attorney Bill          $38,074

Scarinci & Hollenbeck LLC        Attorney Bill          $36,387

Minolta Business Solutions       Lease Rental           $32,119

Lazer, Aptheker,                 Attorney Bill          $30,141
Rosella & Yedid, P.C.

American Express                 Credit Card            $23,111

Paetec Communications, Inc.      Phone Bill             $20,378

Bank One - Chase Card            Credit Card            $11,465
Member Services

Cohen Norris, Esq.               Attorney Bill           $7,635

Worldwide Express                Courier Bills           $5,397


DADE BEHRING: Earns $34.3 Million in Fourth Quarter Ended Dec. 31
-----------------------------------------------------------------
Dade Behring Holdings, Inc. (NASDAQ:DADE) reported net income of
$34 million for the quarter ended Dec. 31, 2005, an increase of
43% and 46%, respectively, over the same period last year,
reflecting solid business momentum and improving profitability.

Worldwide fourth quarter revenue of $421 million increased
slightly over the fourth quarter of 2004 and grew 3.6% on a
constant currency basis.  

Net income for the full year increased 56% to $125 million on
revenue growth of 6.3%, and revenue reached approximately
$1.7 billion, establishing yet another record year for the company
in terms of reported earnings and revenue.  Full year revenue
increased 5.9% on a constant currency basis.

"Our consistently strong performance comes directly from the
successful execution of our targeted business strategy and the
excellent service and practical innovation we provide our
customers in the clinical laboratory," Jim Reid-Anderson, Dade
Behring's Chairman, President and CEO said.  "We are especially
pleased with the record-level gains in our installed base of
instruments at customer facilities, a key indicator of market
share growth."

The company's installed base of instruments grew to 38,100 during
the fourth quarter, an increase of 2.7% since Sept. 30, 2005, and
8.7% or 3,000 instruments for the year.  Revenue growth relative
to installed base growth reflects the trend of a declining
percentage of instruments being placed under sales-type leases.

Cash flow from operations, after investing activities, was
$50 million for the quarter, and was negatively impacted by a
$10 million reduction in non-U.S. factored receivables.  Cash flow
was favorably impacted by strong working capital management.

"We have effectively managed our operations, and the fundamentals
of our business continue to be solid," John Duffey, Dade Behring's
Chief Financial Officer said.  "In addition, we have established
key processes with the goal to further generate strong
profitability and cash flow for our shareholders."

                          Key Highlights

Worldwide core product revenue increased 3.6% and 6.6% for the
quarter and full year, respectively, on a constant currency basis
driven primarily by strong reagent, service and operating lease
revenue.

Revenue in the United States grew 2.5% in the fourth quarter and
6.9% for the full year, and was negatively impacted by the lower
level of instruments placed under sales-type leases.  Revenue
outside of the United States grew 4.5% and 5.0% for the quarter
and full year, respectively, on a constant currency basis.  Fourth
quarter global instrument revenue, which was 11% of total sales,
declined by approximately two percentage points from the same
period last year.  Sales-type lease revenue represented 4% of
total sales in 2005.

Key revenue drivers for the quarter included strong global growth
in Dimension(R) test volume and continued strength in the
company's cardiac, hemostasis and microbiology product lines.  
Core product reagent, service, and operating lease revenue
increased 6.0% for the quarter.

In 2005, the company invested an incremental $7.5 million in
research and development to help fuel future revenue growth.  The
company has a number of new products across all product segments
that it expects to launch in 2006.

During the fourth quarter, the company repurchased $63 million of
its common shares at an average price of $39.26 per share, and
paid its third cash dividend of $0.03 per common share.  

                      Stock Repurchase Plan

The company's board of directors has authorized the company to
purchase an incremental 5 million shares of common stock under the
company's share repurchase plan.  As of Dec. 31, 2005, the company
had purchased 3.0 million of the 5.0 million shares authorized for
repurchase in April 2005.  In addition, the company announced that
its board of directors increased the quarterly cash dividend from
$0.03 to $0.05 per common share beginning with the first quarter,
2006, payout.

                Fourth Quarter 2005 Announcements

During the fourth quarter, the company announced the launch of the
homocysteine cardiac marker for use on its BN(TM) II and BN
ProSpec(R) systems.  This test is used to determine if a patient
is at high risk of a heart attack or stroke, and has been well
received by customers.

The company also announced the signing of an important three-year
agreement with Novation, a health care contracting services
company that serves the purchasing needs of more than 2,500
members and affiliates of VHA Inc. and the University HealthSystem
Consortium, for Dade Behring's MicroScan(R) microbiology
instruments and test panels.

Also during the fourth quarter, the company announced the opening
of its new distribution center in Duisburg, Germany, a facility
that services customers in over 40 countries.

In addition, the company announced it had been awarded Treasury
and Risk Management magazine's annual Alexander Hamilton Gold
Award for excellence in financial risk management.

With 2005 revenue of nearly $1.7 billion, Dade Behring Holdings,
Inc. -- http://www.dadebehring.com/-- is the world's largest  
company dedicated solely to clinical diagnostics.  Dade Behring
offers a wide range of products, systems and services designed to
meet the day-to-day needs of labs, delivering innovative solutions
to customers and enhancing the quality of life for patients.

                            *   *   *

Dade Behring Holdings, Inc.'s Senior Subordinated Debt carry Fitch
Ratings BB+ rating.


DANKA BUSINESS: Poor Performance Cues Moody's to Cut Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Danka Business Systems PLC to B3 from B2 and maintained a
negative ratings outlook.  The downgrade reflects continued weak
financial performance, negative cash flow from operations and a
difficult competitive environment.

Moody's took these rating actions:

   * Downgraded corporate family rating to B3 from B2

   * Affirmed $175 million senior unsecured notes (guaranteed)
     due 2010 at B3

The outlook remain negative.

Despite a series of worldwide restructuring and operational
initiatives over the last few years, Danka has been unable to
reverse a trend of declining revenues and profitability.  Revenues
and gross profit for the nine months ending Dec. 31, 2005 were
down about 7% and 17%, respectively, over the comparable period in
2004.  Although the company has significantly reduced selling,
general and administrative expenses as a result of its
restructuring efforts, declining top line performance and gross
margins have resulted in an operating loss in the nine months
ending Dec. 31, 2005.

Poor performance has been driven by the inability of the company
to adapt its high cost business model to the intense competition
and rapid technological change in the office imaging industry.
Danka has lost market share consistently over the last few years.

The company's cash flow stream from its legacy analog service
contracts has contracted sharply as the market continues to
rapidly transition from analog to digital devices.  As a result of
new technology trends, Danka has experienced downward pressure on
selling prices for equipment and service and supply contracts.
Service and supply revenues, which remain the most profitable
portion of the business, have been pressured by the increasing
reliability of digital products and a shift in pricing towards a
cost per copy basis with no minimum base rates.  Product line gaps
in the rapidly growing color category and new product
introductions by printer manufacturers have also pressured
results.

Moody's is also concerned that a continued decline in the
company's financial condition could lead to limitations on the
willingness of third party finance and leasing companies to
provide financing to Danka's customers.  In December 2005, Danka's
largest third party financing company in Europe, De Lage Landen
International B.V., issued a notice of termination of its local
operating agreements effective June 2006.  Since a large majority
of retail equipment and related sales are financed by third party
finance and leasing companies, an inability by Danka to negotiate
a new agreement on comparable financial terms could have a
material effect on its business.  Danka has informed Moody's that
it believes that it will be able to either negotiate a new
agreement with DLL or utilize alternative financing arrangements
on acceptable terms.

Danka's liquidity has weakened significantly in its 2006 fiscal
year with cash and cash equivalents of $50 million as of Dec. 31,
2005 compared to $92 million at March 31, 2005.  Pro forma for
additional cash collateral deposited in Jan. 2006, unrestricted
cash would have been $30 million at Dec. 31, 2005.  The decrease
in cash balances came despite the receipt of $17 million in
proceeds from businesses sold.

The company appears to have sufficient liquidity for the near term
with the combination of cash on hand and $38 million of
availability under a $50 million borrowing base revolver.  Moody's
notes, however, that Danka has material commitments which may
reduce liquidity over the next twelve months.  Restructuring
charges payable over the next year are estimated at $16 million
and tax payments related to audit settlements are estimated at
about $10 million.

The negative outlook anticipates flat to declining revenues and
minimal free cash flow from operations.  Although cost reductions,
sales of underperforming businesses and new contracts recently
signed with Kodak and Pitney Bowes have the potential to improve
profitability, the company's track record of translating new
initiatives into profitable performance has been weak.

The ratings may be downgraded if Danka cannot stabilize service
and equipment revenues and margins which leads to further
reductions in cash balances and reliance on the borrowing base
revolver.

The outlook could be raised if the company generates revenue
growth and improves operating margins such that free cash flow to
debt increases to over 5% and leverage, as measured by Debt to
EBITDA, declines to about 5 times.

The $175 million of senior unsecured notes are rated at the
corporate family rating level reflecting the preponderance of
senior unsecured notes in the debt capitalization.  The senior
unsecured notes are effectively subordinated to the revolving
credit facility and other secured debt of the company.

Headquartered in London, England and St. Petersburg, Florida,
Danka is one of the largest independent providers of office
imaging equipment, document solutions and related services and
supplies in the United States and Europe.  Revenue for the twelve
month period ending Dec. 31, 2005 was $1.1 billion.


DATICON INC: Court Approves Asset Sale to Xiotech Corp.
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut in New
Haven approved Daticon, Inc.'s request to sell substantially all
of its assets, free and clear of liens, to Xiotech Corporation,
subject to higher and better offers at an auction.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Xiotech agreed to buy the Debtor's assets for:

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

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

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

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

The purchase agreement also provides that Xiotech or the winning
bidder will offer employment to the Debtor's 170 employees.

Daticon agreed that if a competitor topped Xiotech's bid in an
auction, the estate would pay Xiotech a 3% break-up fee.  No
competing bidder showed up.  

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

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.


DAVE & BUSTER'S: S&P Rates Planned $175 Million Sr. Notes at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to theme restaurant operator Dave & Buster's Inc.  
At the same time, Standard & Poor's assigned its 'B-' rating to
the company's planned $160 million bank loan, along with a
recovery rating of '3', indicating the expectation of meaningful
(50%-80%) recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'CCC+' rating to the company's
planned $175 million senior unsecured notes.  The outlook is
negative.
      
"The ratings on Dave & Buster's," said Standard & Poor's credit
analyst Robert Lichtenstein, "reflect the company's small size in
the highly competitive restaurant/entertainment business and low
barriers to entry."  Other challenges include its vulnerability to
changes in consumer spending and a very highly leveraged capital
structure that limits cash flow protection.


DELTA AIR: Receives Court Approval for Aircraft Lease Transactions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted approval for certain aircraft lease transactions that
will result in approximately $200 million of annual savings for
Delta Air Lines Inc. compared with its existing rent and debt
service obligations for those aircraft.

"Less than six months after filing for reorganization under
Chapter 11, we have already made significant progress in our
effort to achieve substantial annual cost reductions from the
renegotiation or rejection of aircraft leases," Edward H. Bastian,
Executive Vice President and Chief Financial Officer of Delta,
said.  "Restructuring plans for over 90% of our mainline fleet and
over a third of our regional jets have now been agreed to or
otherwise implemented with aircraft financing parties."

"The cost reductions resulting from these transactions are a
critical element in our business plan, which calls for $3 billion
in annual revenue and cost benefits," Mr. Bastian continued.  "At
the time of our Chapter 11 filing, we had targeted fleet savings
of approximately $450 million.  With the court approval received
today, the Company is well on its way to achieving that objective.  
We are also on track to achieve our goal of eliminating four
aircraft types from our fleet by the end of 2006."

The transactions approved by Judge Adlai S. Hardin on Feb. 15,
2006, negotiated with a group of aircraft creditors, will
restructure the financing arrangements for 88 aircraft in Delta's
mainline fleet.  Closing of the transactions is subject to the
completion of definitive documentation.

"We are very pleased that the parties involved in these
negotiations were able to arrive at a consensual agreement on such
a large group of aircraft so quickly," Mr. Bastian said.  "This
agreement is an important milestone for Delta and a key
cornerstone of our aircraft lease renegotiation efforts."

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


DOLLAR FINANCIAL: Moody's Assigns B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B3 senior unsecured debt
rating of Dollar Financial Group, Inc.  In a related action
Moody's assigned a corporate family rating of B3 to the firm.  The
rating outlook is stable.

The ratings reflect Dollar's strong market positions in the U.S.,
Canada and the U.K. in serving the large and growing under-banked
population, the company's diversified product and geographic mix,
improved financial flexibility following Dollar's January 2005
initial public offering, strong operating cash flow generation,
continued solid performance of the core check cashing business,
enhanced technological platform for servicing and loss mitigation,
and experienced/long-tenured management team.

These factors are balanced by Dollar's high consolidated leverage,
large debt service requirements, and historical tolerance for
leverage demonstrated by Dollar's numerous leveraged
recapitalizations.  

Additionally, Dollar faces the challenges of operating in a highly
competitive environment, the highly regulated nature of Dollar's
U.S. business as exemplified by the March 2005 FDIC mandate to
curtail certain payday lending practices that comprised a
significant portion of Dollar's business, political/regulatory
uncertainty related to key international markets such as Canada,
and the company's aggressive expansion over the past several
years.  Although Dollar's bank debt is secured, the senior
unsecured debt is rated at the same level as the corporate family
rating because of the modest amount of secured debt anticipated to
be used, as well as the fact that bank debt usage is limited by a
borrowing base of liquid assets.

Moody's views the payday lending portion of Dollar's business as
higher risk than the check cashing business, given regulatory
uncertainty and the higher credit risk profile of Dollar's core
customer base.  In the past, a substantial portion of loans
originated by Dollar in the U.S. were funded by County Bank and
First Bank of Delaware acting as lenders, with Dollar acting as
servicer and retaining credit risk.  The rest of the loans were
self-funded by Dollar.

With the revised FDIC payday lending guidelines, Dollar has
terminated its relationship with County Bank, curtailed its
relationship with First Bank of Delaware, and transitioned its
U.S. payday lending business from a largely bank-funded model to a
largely company-funded model.  This transition has entailed both
operational and financial challenges which, in Moody's opinion,
the company has handled well to date.

This rating has been assigned:

   * Corporate Family Rating B3

Moody's last rating action on Dollar occurred on February 9, 1999,
when Moody's downgraded the company's senior unsecured debt rating
to B3 from B2.

Dollar Financial Group is a wholly-owned subsidiary of Dollar
Financial Corp., a leading international financial services
company serving under-banked consumers.  Dollar, based in Berwyn,
Pa., reported total assets of $409 million as of the most recent
fiscal quarter ended Sept. 30, 2005.


DUNKIN' BRANDS: S&P Affirms B- Corporate Credit & Other Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit, on quick-service restaurant operator
Dunkin' Brands Inc. after the Canton-Massachusetts-based company
announced its plans to increase the size of its proposed term loan
B to $850 million from $700 million.  At the same time, Standard &
Poor's affirmed its 'B+' bank loan rating and recovery rating of
'1', indicating the expectation for 100% recovery of principal in
the event of a payment default.  The outlook is negative.
     
The ratings are based on preliminary terms and are subject to
change after review of final documents.  Proceeds from the these
bank facilities will be used:

   a) to finance the acquisition of Dunkin' by:

      -- Bain Capital Partners LLC,
      -- The Carlyle Group, and
      -- Thomas H Lee Partners LP; and

   b) for general corporate purposes.
      
"Ratings reflect Dunkin's very highly leveraged capital structure,
thin cash flow protection measures, narrow product focus, and
participation in the intensely competitive quick-service sector of
the restaurant industry," explained Standard & Poor's credit
analyst Diane Shand.  Standard & Poor's expects the investor group
to fund $1.5 billion of their $2.4 billion acquisition of Dunkin'
with debt.  Standard & Poor's estimates that after the transaction
the company's leverage will be very high, at more than 8.5x, and
cash flow protection measures will be very, thin with EBITDA
coverage of interest less than 1.5x.  "Because the amortization
schedule is minimal," said Ms. Shand, "leverage is expected to
remain high."


E.DIGITAL CORP: Equity Deficit Tops $3.9MM at December 31
---------------------------------------------------------
e.Digital Corporation delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 14, 2006.

e.Digital generated $115,000 of revenues for the quarter ended
Dec. 31, 2005, compared to $1.42 million of revenues for the third
fiscal quarter of 2005.  Management attributes the decrease in
revenues to one customer pushing out their delivery schedule.

The Company incurred a $699,072 loss attributable to common
stockholders for the three months ended Dec. 31, 2005, as compared
to a $997,232 loss for the same period in 2004.  

At Dec. 31, 2005, the Company's balance sheet showed $658,863 in
total assets and liabilities of $4,575,205, resulting in a
$3,916,342 stockholders' deficit.  The Company had a $3,995,013
working capital deficiency at Dec. 31, 2005, too.  

A full-text copy of the Company's quarterly report for the
period ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?575

              Financial Statement Amendments

The company also filed an amended Form 10-Q for the second fiscal
quarter ended Sept. 30, 2005.  A total of $128,057 of product
costs paid in the third fiscal quarter should have been accrued in
the second fiscal quarter, the Company explained, so management
took steps to remediate that problem.  The amendment does not
change the company's nine-month revenues, costs or operating
results.

A copy of the Company's amended quarterly report for the
period ended Sept. 30, 2005, is available for free at
http://researcharchives.com/t/s?576

                   eVU Product Launch

e.Digital has commenced pilot deliveries of its new, proprietary
eVU(TM) mobile entertainment product to companies in the
healthcare and travel and leisure industries.  Based on the
Company's proprietary digital video technology, eVU features
razor-sharp images on its 7" high resolution LCD screen, superb
audio fidelity, dual stereo headphone jacks, embedded credit card
reader/processor, touch screen capabilities, bright full featured
graphical user interface, e.Digital's patent-pending hardware
security technology, 10+ hours of high resolution video playback
on a single battery charge, and other important features.

"We are very pleased with initial feedback from companies
evaluating our eVU mobile entertainment devices and turnkey
entertainment services business," said Will Blakeley, e.Digital's
president and chief technical officer. "We have developed logistic
and secure content solutions to enable customers to rapidly
deploy, operate and maintain eVUs for their customers, passengers
and patients.

e.Digital has also initiated efforts to partner with an
intellectual property management company to jointly pursue
monetizing the company's patent portfolio.

"With the proliferation of flash memory based products and the
increasing recording capacity of flash, we believe our patent
holdings in this area are fundamental and valuable, particularly
in the areas of content file management, optimal flash memory
management, and in removable flash applications," concluded
Blakeley. "With the assistance of an intellectual property
management partner, our strategy is to aggressively pursue
licensing agreements with companies we believe have products
utilizing our intellectual property."

                     Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about the e.Digital's ability to continue as a going concern after
it audited the company's financial statement for the fiscal year
ended Mar. 31, 2005.  The auditing firm pointed to the company's
recurring losses and stockholders' deficit.

                       About e.Digital

e.Digital Corporation -- http://www.edigital.com/-- provides  
engineering services, product reference designs and technology
platforms to customers focusing on the digital video/audio and
player/recorder markets.


EL PASO CORP: Moody's Reviews Ratings for Possible Upgrade
----------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the ratings on the debt and supported obligations of El Paso
Corporation and its subsidiaries.  These rating actions reflect
the prospect of EP reducing more than previously expected amount
of debt in the near future, the company's progress in reducing its
business risks and contingent liabilities, and signs of recovery
in its production operations.  These positive factors, combined
with a large available cash balance, help to improve the outlook
for its near-term liquidity and its credit profile overall.

Moody's believe that EP is set to accomplish a number of its 2006
credit improvement objectives early this year.  The company has
more than sufficient cash on hand to retire $615 million of its
zero-coupon notes, this year's largest single debt maturity, at
their scheduled put date at the end of this month.  EP also has
over $1 billion of contracted asset sales, which are expected to
close during the first half of this year, and which would help to
reduce $3 billion of debt as it plans this year.

Moody's expects to conclude the review sometime over the next
three months.  Given the transitional state of the company, the
review could result in a positive outlook, a one-notch upgrade, or
a combination of the two.  Moody's will review the company's 2005
10-K, including the FAS 69 data, and its first quarter results.  
Moody's will analyze EP's ability to generate operating cash flow
in line with its expectations and to reach a sustainable free cash
flow position from its core pipeline and production businesses.  
Prospects for the production unit would be a key consideration in
our analysis, since an improvement in EP's earnings and cash flows
would depend greatly on the company significantly raising
production volumes as it projects.

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

On Review for Possible Upgrade:

   Issuer: ANR Pipeline Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: Colorado Interstate Gas Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: El Paso CGP Company

      * Subordinated Regular Bond/Debenture, Placed on Review for
        Possible Upgrade, currently Caa3

   Issuer: El Paso Capital Trust II

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Capital Trust III

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Corporation

      * Corporate Family Rating, Placed on Review for Possible
        Upgrade, currently B3

      * Speculative Grade Liquidity Rating, Placed on Review for
        Possible Upgrade, currently SGL-3

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Ca

      * Senior Secured Bank Credit Facility, Placed on Review for
        Possible Upgrade, currently B3

      * Subordinated Conv./Exch. Bond/Debenture, Placed on Review
        for Possible Upgrade, currently Caa3

      * Subordinated Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Energy Capital Trust I

      * Preferred Stock, Placed on Review for Possible Upgrade,
        currently Caa3

   Issuer: El Paso Exploration & Production Company

      * Corporate Family Rating, Placed on Review for Possible
        Upgrade, currently B3

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B3

   Issuer: El Paso Natural Gas Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: El Paso Tennessee Pipeline Co.

      * Preferred Stock 2 Shelf, Placed on Review for Possible
        Upgrade, currently (P)Ca

   Issuer: Tennessee Gas Pipeline Company

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

Outlook Actions:

   Issuer: ANR Pipeline Company

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: Colorado Interstate Gas Company

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso CGP Company

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Capital Trust II

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Capital Trust III

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Corporation

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Energy Capital Trust I

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Exploration & Production Company

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Natural Gas Company

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: El Paso Tennessee Pipeline Co.

      * Outlook, Changed To Rating Under Review From Stable

   Issuer: Tennessee Gas Pipeline Company

      * Outlook, Changed To Rating Under Review From Stable


ENTERGY NEW ORLEANS: Wants Incentive Compensation Programs Okayed
-----------------------------------------------------------------
Entergy New Orleans, Inc., seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to pay incentive
compensation for exemplary performance by its employees during the
calendar year 2005 pursuant to its incentive compensation
programs.

The Incentive Plans have been used by the Debtor for five years
now and are divided into two categories:

    A. The Non-Exempt Employees Incentive Plan

       As of December 31, 2005, there are 265 Non-Exempt employees
       eligible under the Non-Exempt Plan.  The Non-Exempt
       Employees are employees not exempt from overtime under the
       Fair Labor Standards Act.

       Each Non-Exempt Employee will receive about $2,373.  The
       total incentive compensation due to the Non-Exempt
       Employees will not exceed $628,860.

    B. The Exempt Employees Incentive Plans

       About 102 employees are eligible to receive an award under
       the Exempt Plans, including 11 management level
       participants and 91 lower-ranked professional participants.
       There are two separate incentive plans for the management
       level and lower-ranked professional participants.

       The aggregate amount of the Exempt Employee incentive
       compensation pool will not exceed $745,726.

       As of February 2, 2006, it is not yet determined how much
       each eligible Exempt Employee will receive because the
       Debtor's supervisors have just commenced the performance
       review process.

       ENOI anticipates that the performance review process will
       be completed no sooner than March 1, 2006.

Daniel E. Packer, president of ENOI, will not receive -- at his
request -- any incentive compensation for 2005.

The awards are usually paid on or before March 15, 2006.

Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre LLP, in New Orleans, Louisiana,
relates that among other things, the Incentive Plans are designed
to:

    (a) reward the Debtor's Employees for their performance
        achievements in 2005;

    (b) provide an important incentive to the Employees to improve
        performance results in the future; and

    (c) supply a necessary component of a competitive total
        compensation program to the Employees.

The Incentive Plans ensure the continued support and enthusiasm
of the Debtor's current employees, in the aftermath of Hurricane
Katrina, Ms. Futrell adds.  Any deterioration of morale could
have a substantial adverse impact on the Debtor's ability to
maintain its recovery operations and reorganization.

The Incentive Plans are necessary to ensure the retention of
employees knowledgeable of the Debtor's business and the
continuance of quality services provided by the employees at a
time they are clearly needed, Ms. Futrell asserts.  The Incentive
Plans also allow the Debtor to remain competitive in the highly
competitive New Orleans job market.

On the contrary, failure to pay the amounts under the Incentive
Plans could inflict serious hardships on some employees, many of
whom are victims of Hurricane Katrina, Ms. Futrell notes.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants More Time to Make Lease Decisions
------------------------------------------------------------
Entergy New Orleans, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to further extend the deadline by
which it may assume or reject its non-residential real property
leases until the confirmation of a plan of reorganization.

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Baton Rouge, Louisiana, tells the
Court that the Debtor needs more time to decide whether its Real
Property Leases are a necessary part of its restoration efforts
and continued operations.

The Debtor did not disclose how many leases it is a party to.

Ms. Eitel notes that an extension of the lease decision deadline
will avert the forfeiture of the Debtor's valuable assets and
maximize the value of the Debtor's assets.

An extension will also allow the Debtor to minimize the
likelihood of an inadvertent rejection of a valuable lease or
premature assumption of a burdensome one, thus avoiding the
acquisition of unnecessary administrative expenses.

Ms. Eitel maintains that an extension will not adversely affect
any substantive rights of, or prejudice any of, the Debtor's
lessors.  Any lessor may ask the Court to fix an earlier date by
which the Debtor must assume or reject its lease in accordance
with Section 365(d)(4) of the Bankruptcy Code.

Pursuant to Section 365, the Debtor is also obliged to pay and
remain current on the postpetition rent obligations under the
Real Property Leases to the extent that it required to do so
under applicable state law, Ms. Eitel notes.

                      *     *     *

The Court will convene a hearing on March 8, 2006, to consider
the Debtor's request.  On an interim basis, the Honorable Jerry A.
Brown of the Bankruptcy Court for the Eastern District of
Louisiana extends the deadline by which the Debtor may assume or
reject the Real Property Leases until the conclusion of that
hearing.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENXNET INC: Balance Sheet Upside-Down by $846K at December 31
-------------------------------------------------------------
EnXnet, Inc., delivered its quarterly report on Form 10-QSB for
the quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 14, 2006.

The Company reported a $39,688 net loss on zero revenues for the
quarter ended Dec. 31, 2005.  At Dec. 31, 2005, the Company's
balance sheet showed $211,199 in total assets and liabilities of
$1,057,318, resulting in a stockholders' deficit of $846,119.

A copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?577

                    Going Concern Doubt

Sprouse & Anderson, LLP, expressed substantial doubt about  
EnXnet's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2005 and 2004.  The auditing firm pointed to the Company's working
capital deficit and losses since inception

                      About EnXnet, Inc.

EnXnet, Inc. -- http://www.enxnet.com/-- has concentrated on  
identifying and developing new technologies with significant
potential for making positive impacts in the multimedia
environment.  The Company is currently launching the
commercialization of its advanced product line.  EnXnet's
distinctive product portfolio consists of new methods of deterring
theft, improving listening and viewing experiences, and presenting
information in useful interactive formats.  These technologies and
related products, while at the leading edge in their respective
applications, provide affordable and useful solutions.


EPOCH 2001-1: Fitch Holds CC Rating on $12.2 Mil. Class IV Notes
----------------------------------------------------------------
Fitch Ratings affirmed 3 tranches of EPOCH 2001-1, Ltd. and
removed them from Rating Watch Negative.  These actions are a
result of Fitch's review process and are effective immediately:

   -- $25,000,000 class I notes affirm at 'AA-'
   -- $16,000,000 class II notes affirm at 'BBB'
   -- $15,000,000 class III notes affirm at 'B'
   -- $12,292,229 class IV notes remain at 'CC'
   -- Class V Notes rated 'D' withdrawn

EPOCH 2001-1, Limited, incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. (MSCPL) and to issue the
above-referenced note liabilities.  The notes are supported by the
cash flows of the collateral, as well as the credit default swap
premium paid by MSCPL.  The credit default swap currently
references a portfolio of 95 entities, compared with 100 reference
entities at origination.  The ratings assigned to the notes
address the timely payment of interest and ultimate payment of
principal.

These affirmations and removal from Rating Watch Negative are due
to a combination of a higher than expected settlement on the
Delphi Corporation credit event and continued seasoning of the
transaction.  Fitch placed this transaction on rating watch
negative on Oct. 13, 2005, following Delphi Corporation's filing
under Chapter 11.  The settlement resulted in a loss of
approximately 50% of the $10 million reference amount.  The
settlement exhausted the reserve account and resulted in the
complete write-down of the class V notes and a partial write-down
of the class IV notes.  This loss in subordination was offset by
the decline in required credit enhancement levels due to the
decrease in the remaining life of the transaction (approximately
six months.)

Currently, the three senior tranches can withstand at least one
more credit event given no recovery and still avoid impairment.
The class V notes will not receive further distributions; thus the
rating has been withdrawn.

The ratings assigned to the notes address the timely payment of
interest and ultimate payment of principal.  Fitch will continue
to monitor and review this transaction for future rating
adjustments.


ESTERLINE TECH: Moody's Reviews Low-B Ratings for Likely Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Esterline
Technologies Corporation on review for possible upgrade in
response to observed strengthening in the company's credit profile
owing to improved recent operating results and the expectation of
continued strong financial performance for the intermediate term.  
In addition, Moody's has withdrawn the rating on Esterline's
senior secured credit facilities. Moody's has withdrawn the rating
for business reasons.

The ratings review will focus on the ultimate application of funds
raised from Esterline's new term loan offering, confirmation of
continued growth and improvement in operating conditions at least
through the first quarter of 2006, and Moody's assessment of event
risk going forward with respect to the size and pace of levered
acquisitions.

Moody's will assess the probability of continued strong financial
results including stable margins, strong cash flows, and modest
leverage in light of continued expected acquisition activity.  In
addition, Moody's will review the prospects for continued strong
growth in each of its three business segments, and expectations
for the operating environment in the commercial aircraft OEM
supplier market.

Of particular focus will be the potential for event risk
associated with Esterline's acquisition strategy, albeit to date
highly successful, particularly where leverage may be used to
finance such acquisitions.

These ratings have been placed on review for possible upgrade:

   * Senior subordinated notes due 2013, rated B1

   * Corporate Family Rating of Ba3

This rating has been withdrawn:

   * Senior secured revolving credit facility, rated Ba2.

Esterline Technologies Corporation, headquartered in Bellevue WA,
primarily serves aerospace and defense customers with products for
avionics, propulsion and guidance systems.  Esterline operates in
three business segments: Avionics and Controls, Sensors and
Systems and Advanced Materials.  Esterline had FY 2005 revenue of
$835 million.


FERRO CORP: Amends U.S. Employees' Retirement Benefit Program
-------------------------------------------------------------
Ferro Corporation (NYSE:FOE) is moving to a common retirement
benefit program for salaried and certain hourly employees in the
United States effective April 1, 2006.  The new plan supports a
diverse and mobile workforce with a competitive, flexible and
portable retirement benefit, while lowering and providing greater
predictability to the Company's cost structure.  These changes do
not affect current retirees or former employees.  The changes
transfer the affected employees into the defined contribution plan
that covers salaried employees hired on or after July 1, 2003.

"We are committed to offering employees a competitive retirement
benefit, but we also need to effectively manage future retirement
expenses," James Kirsch, president and CEO, said.  "Achieving the
right balance between competitive benefits and related costs is
critical to securing the long-term future of Ferro."

The changes include:

   -- freezing the Company's defined benefit pension plan.  
      Employees who currently participate in the Company's defined
      benefit pension plan will cease accruing benefit service
      from March 31, 2006.  All retirement benefits accrued up to
      that time will be fully preserved.

   -- providing additional contributions to the Company's defined
      contribution benefit plan.  Beginning April 1, 2006, Ferro
      will begin making an annual contribution, ranging from 2% to
      8% based on each employee's pay and years of service, to the
      employee's Company-sponsored 401(k) plan.  Company
      contributions will be made whether or not the employee
      contributes to the plan.  In addition, to encourage
      employees to save their own money, Ferro will continue to
      match employee contributions to 401(k) accounts with Company
      contributions up to 5% of pay.

   -- limiting eligibility for the retiree medical and life
      insurance coverage.  Only employees age 55 or older with 10
      or more years of service as of Dec. 31, 2006, will be
      eligible for post-retirement medical and life insurance
      benefits.  Moreover, these benefits will be available only
      to those employees who retire by Dec. 31, 2007 after having
      advised the Company of their retirement plans by March 31,
      2007.

The Company estimates that the changes in retirement plans will
reduce its retirement plan expenses by $30 to $40 million over
five years.  Analysis of other companies' retirement programs
indicates that, with its defined contribution plan, Ferro will be
providing competitive retirement benefits to its employees.

"By transitioning to the defined contribution plan, we will be
offering competitive benefits that allow employees to take greater
control over their financial future," Kirsch concluded.  "In a
changing world, it is imperative that we continue to examine our
benefit programs and make appropriate changes that are in the best
interests of our Company, while allowing us to attract and retain
the best talent."

Based at Cleveland, Ohio, Ferro Corp. -- http://www.ferro.com/--  
is a major international producer of performance materials for
industry, including coatings and performance chemicals.  The
Company has operations in 20 countries and reported sales of
approximately $1.8 billion in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Ratings Services holds its 'BB' long-term
corporate credit and senior unsecured debt ratings on Ferro Corp.
on CreditWatch with negative implications.

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


FIREARMS TRAINING: Dec. 31 Balance Sheet Upside-Down by $27.7 Mil.
------------------------------------------------------------------
Firearms Training Systems, Inc., delivered its financial results
for the quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission on Feb. 14, 2006.

The Company generated $16.6 million of revenue for the quarter
ended Dec. 31, 2005, versus $21.5 million for the same period in
the prior year.

For the quarter ended Dec. 31, 2005, the Company incurred a
$98,000 net loss, in contrast to $1,136,000 of net income earned
during the quarter ended Dec. 31, 2004.  The decline in revenue
during the quarter is attributed to timing of new orders.

International sales declined $4.9 million primarily due to the
near completion of a large, long-term, percentage-of-completion
contract in fiscal 2005.

At Dec. 31, 2005, the Company's balance sheet showed a
stockholders' deficit of $27,748,000.  The Company had working
capital of $27.2 million at Dec. 31, 2005, compared to a working
capital of $27.6 million a year earlier.

Ronavan R. Mohling, the Company's Chairman and Chief Executive
Officer stated, "Even though the quarter's revenue was less than
expected, we feel good about continued momentum in new orders.  We
are very pleased that new bookings for the quarter were $29.0
million.  Year-to-date new bookings are $63.4 million, an increase
of 19% versus the same period last year.  As a result of higher
bookings, our backlog at the end of December was $66 million, an
increase of $13.8 million from last year.  New bookings from our
long-time customers, including the UK Ministry of Defence, the New
Zealand Army and the Australian Defence Force, demonstrate the
continued strength of our strategic relationships.  Our R&D
commitments, operational improvements and quality initiatives
remain on track."

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?574

Firearms Training Systems, Inc., through its subsidiary FATS, Inc.
-- http://www.fatsinc.com/-- designs and sells virtual training  
systems that improve the skills of the world's military, law
enforcement and security forces.  FATS training provides
judgmental, tactical and combined arms experiences, utilizing
quality engineered weapon simulators.  The Company serves U.S. and
international customers from headquarters in Suwanee, Georgia,
with branch offices in Australia, Canada, Netherlands and United
Kingdom.


FMA CBO: Losses Cue Moody's to Watch Ratings for Likely Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
the ratings of the following classes of notes issued by FMA CBO
Funding II, L.P., a collateralized debt obligation issuer:

   (1) The U.S. $251,000,000 Class A First Priority Senior
       Floating Rate Notes due 2011

       Prior Rating: Aa3

       Current Rating: Aa3 (on watch for possible downgrade)

   (2) The U.S. $47,000,000 Class B Second Priority Senior
       Floating Rate Notes due 2011

       Prior Rating: Ba3

       Current Rating: Ba3 (on watch for possible downgrade)

The rating actions reflect the occurrence of par losses in the
transaction's underlying collateral portfolio, consisting
primarily of corporate bonds, as well as an increase in the
percentage of lower-rated assets and the continued failure of
certain collateral and structural tests, according to Moody's.


FORD CREDIT: Fitch Expects to Rate $59 Mil. Class D Notes at BB+
----------------------------------------------------------------
Fitch Ratings expects to rate the Ford Credit Auto Owner Trust
2006-A as:

  --  $540,000,000 class A-1 4.72480% asset-backed notes, 'F1+'
  --  $500,000,000 class A-2a 5.07% asset-backed notes, 'AAA'
  --  $549,951,000,000 class A-2b 5.03% asset-backed notes, 'AAA'
  --  $901,239,000 class A-3 5.05% asset-backed notes, 'AAA'
  --  $316,809,000 class A-4 5.07% asset-backed notes, 'AAA'
  --  $86,674,000 class B 5.29% asset-backed notes, 'A'
  --  $59,116,000 class C 5.48% asset-backed notes, 'BBB+'
  --  $59,116,000 class D 7.21% asset-backed notes, 'BB+'

The expected ratings on the notes are based upon:

   * their respective levels of subordination;

   * the specified credit enhancement amount (funds in the reserve
     account and overcollateralization; and

   * the yield supplement overcollateralization (YSOC) amount.

All ratings reflect the transaction's sound legal structure, the
high quality of the retail auto receivables originated by Ford
Motor Credit Company and the strength of Ford Credit as servicer.  
The class A-1 and class D notes will be initially retained by the
seller.

The weighted average APR in 2006-A is 6.65%.  As with previous
deals, the 2006-A transaction incorporates a YSOC feature to
compensate for receivables with interest rates below 9.75%.  The
YSOC is subtracted from the pool balance to calculate bond
balances and the first priority, second priority, and regular
principal distribution amounts, resulting in the creation of
'synthetic' excess spread.  These amounts enhance the receivables'
yield and are available to cover losses and turbo the class of
securities then entitled to receive principal payments.

Initial enhancement for the class A notes as a percentage of the
adjusted collateral balance (collateral balance less YSOC) is 5.5%
(5.0% subordination, and the 0.5% initial reserve deposit).
Initial enhancement for the class B notes is 2.5% (2.0%
subordination and the 0.5% reserve).  Initial enhancement for the
class C notes is 0.5% provided by the reserve account.

On the closing date, the aggregate principal balance of the notes
will be 102% of the initial pool balance less the YSOC.  The class
D notes represent the undercollateralized 2%.  During
amortization, both excess spread and principal collections are
available to reduce the bond balance.  Hence, if excess spread is
positive, the bonds will amortize more quickly than the
collateral.  It is this mechanism that ensures that the class D
notes are collateralized and the specified credit enhancement
level is achieved.

Furthermore, the 2006-A transaction provides significant
structural protection through a shifting payment priority
mechanism.  In each distribution period, a test will be performed
to calculate the amount of desired collateralization for the notes
versus the actual collateralization.  If the actual level of
collateralization is less than the desired, then payments of
interest to subordinate classes may be suspended and made
available as principal to higher rated classes.

Based on the loss statistics of Ford Credit's prior
securitizations, and Ford's U.S. retail portfolio performance,
Fitch expects consistent performance from the pool of receivables
in the 2006-A pool.  For the nine months ending September 2005,
average net portfolio outstanding totaled approximately $66
billion, had total delinquencies of 1.99% and net losses of 0.88%
of the average net portfolio outstanding.


FREEDOM RINGS: Files Disclosure Statement & Liquidation Plan
------------------------------------------------------------
Freedom Rings, LLC unveiled to the U.S. Bankruptcy Court for the
District of Delaware a Disclosure Statement explaining its Chapter
11 Plan of Liquidation.

                    Overview of the Plan

The plan contemplates the liquidation of the assets of the Debtor
and distribution of the proceeds among its creditors.

                       Sale of Assets

The Debtor reminds the Court that during the course of its
bankruptcy proceedings, it had managed to sell:

    * the Montgomery Township Property to First Capital Realty,
      Inc. for $1.9 million; and

    * nonresidential real property leases to various buyers
      for $1.53 million.

The Debtor tells the Court that its unexpired leasehold interest
located in 3601 Concord Pike Wilmington, Delaware, is to be sold
at auction on Feb. 23, 2006.  The Debtor says that it has entered
into a stalking horse agreement with R & E Properties, Inc. for
the lease in the amount of $650,000

                        Terms of the Plan

Under the plan,

    1. Administrative Claims,
    2. Priority Tax Claims,
    3. Fee Claims,
    4. Krispy Kreme Doughnut Corp.'s DIP claim, and
    5. Other Priority Claims,

are unimpaired and will be paid in full.

At the option of the Debtor and provided that holders of
miscellaneous secured claims don't elect to bifurcate their claims
under Section 1111(b) of the Bankruptcy Code, holders of
miscellaneous secured claims will receive either:

    (a) return of the collateral securing the claim;

    (b) net proceeds from the disposition of the collateral
        securing the claim, without recourse against the Debtor;
        or

    (c) any treatment agreed between the Debtor and the holder of
        the miscellaneous secured claim.

Under the plan, Krispy Kreme, on account of its unsecured claim,
will receive its pro rata share of cash on hand plus proceeds from
the sale of the remaining assets less:

    * the aggregate distributions to holders of allowed
      administrative claims, allowed DIP claim, allowed fee
      claims, allowed priority claims, allowed other priority
      claims, and allowed miscellaneous secured claims; and

    * payment of plan administrator expenses.

The Debtor tells the Court that if general unsecured claim holders
accept the plan and the confirmation order approves the release,
exculpation and injunctive provisions in the plan, or the
confirmation order is satisfactory to Krispy Kreme, then:

    (i) Krispy Kreme's unsecured claim will be allowed and Krispy
        Kreme will waive and give up its right to receive the
        first $75,000 of the unsecured claims distribution
        distributed on account of its unsecured claim.  The
        $75,000 will be distributed pro rata to general unsecured
        claim holders; and

   (ii) holders of general unsecured claims will be entitled to
        receive, in addition to their pro rata share of the
        unsecured claims distribution, their pro rata share of
        Krispy Kreme's payment.

However, the Debtor relates, if holders of general unsecured
claims reject the plan or the confirmation order does not approve
the release, exculpation, and injunctive provisions of the plan,
or the confirmation is not satisfactory to Krispy Kreme, then
holders of general unsecured claims will only be entitled to their
pro rata share of the unsecured claims distributions.

Prepetition Lenders Contingent Secured Claims will receive no
distribution under the plan.

Holders of Equity Interests will receive no distribution and all
equity instruments will be cancelled on the effective date.

The Court has scheduled a hearing on Mar. 14, 2006, 10:30 a.m., to
consider the adequacy of the Debtor's Disclosure Statement.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).  
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  Bradford J.
Sandler, Esq., and Jonathan M. Stemerman, Esq., at Adelman Lavine
Gold and Levin, PC provide the Official Committee of Unsecured
Creditors with legal advice.  When the Debtor filed for protection
from its creditors, it estimated $10 million to $50 million in
assets and debts.


G+G RETAIL: Max Rave & Guggenheim Win Bid at $35 Million
--------------------------------------------------------
Max Rave, LLC, an entity to be owned by BCBG Max Azria Group,
Inc., and Guggenheim Corporate Funding LLC, has emerged as the
successful bidder in the auction for the assets of G+G Retail,
Inc.  The winning bid of $35 million cash was approved on
Feb. 15, 2006, in the U.S. Bankruptcy Court.  The purchase
transaction is expected to be completed on or before
Feb. 21, 2006.

GCF provided equity and loan commitments to Max Rave in order:

     * to fund the purchase of the company,
     * to provide fresh inventory for stores, and
     * to provide operating working capital for operations.

In addition, BCBG committed to provide equity capital to Max Rave.  
Max Rave will be operated as a separate entity from BCBG and it is
anticipated that later in 2006, subject to the approval of BCBG's
lenders, it will be merged into BCBG.

Created in 1989, BCBG Max Azria -- http://www.bcbg.com/-- was  
named for the Parisian phrase "bon chic, bon genre", meaning "good
style, good attitude".  BCBG Max Azria Group, Inc. designs,
develops, produces and markets complete collections of women's
ready-to-wear and accessories, and select categories for men, each
known for being at the forefront of creativity, quality and style.  
The Group is one of the worldwide leaders in ready-to-wear,
encompassing a portfolio of 15 brands including BCBG Max Azria,
Max Azria Collection, Max Azria Atelier, BCBGirls, BCBG//Attitude,
To The Max, Herve Leger Paris, Herve Leger Couture, Parallel, Max
and Cleo, Noun, Maxime, Dorothee Bis, Don Algodon and Alain
Manoukian, and a retail and wholesale network that includes more
than 5,200 points of sale throughout the world.

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


GENERAL GROWTH: Gets Lenders Pledge to Amend $5 Billion Facility
----------------------------------------------------------------
General Growth Properties, Inc. (NYSE:GGP) received the lender
commitments required to amend and restate the 2004 Credit
Facility, which was put into place to purchase The Rouse Company.

"We were very pleased at the positive response from the lending
community as we took advantage of our rapid and successful
integration with The Rouse Company and received substantially
enhanced loan terms and conditions just 15 months after closing.  
This transaction extends many of our existing lending
relationships and establishes several new ones," noted CFO Bernie
Freibaum.

The $5 billion amended and restated Senior Credit Facility will
consist of:

     * a $2.85 billion Term Loan,
     * a $650 million revolving credit facility and
     * a $1.5 billion Short-Term Term Loan.

The proceeds of which will be applied to the 2004 Credit Facility.  
The applicable interest rates will be based on a spread over LIBOR
that will vary according to leverage.  Initially, that spread is
expected to be 125 basis points, which is 50 and 75 basis points
lower than that of the existing Term Loans A and B, respectively.

Funding is currently scheduled to be complete by the end of
February 2006.  The $3.5 billion Senior and Revolving Credit
Facility has a four-year term and a one-year extension option.  
The $1.5 billion Short-Term Term Loan is due by year-end 2006 and
it is expected to be repaid primarily with excess proceeds from
new fixed rate non-recourse mortgage loans on assets that are
currently underleveraged.  As a result of this and other planned
prepayments, the company expects to record a $5.4 million non-cash
charge for unamortized loan fees in the first quarter of 2006.

General Growth Properties, Inc. -- http://www.generalgrowth.com/
-- is the second largest U.S.-based publicly traded Real Estate
Investment Trust (REIT).  General Growth currently has an
ownership interest in or management responsibility for a portfolio
of more than 200 regional shopping malls in 44 states, as well as
ownership in planned community developments and commercial office
buildings.  The portfolio totals approximately 200 million square
feet of retail space and includes over 24,000 retail stores
nationwide.  General Growth Properties, Inc. is listed on the New
York Stock Exchange under the symbol GGP.

                          *     *     *

Moody's Investors Service currently assigned this rating:

     * Bank loan debt rating -- Ba3

Fitch Ratings currently assigned these ratings:

     * Bank loan debt rating -- BB
     * Preferred stock rating -- B+


GENERAL GROWTH: S&P Puts BB+ Bank Loan Rating on $3.5 Bil. Debts
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating to General Growth Properties Inc.'s $2.85 billion term loan
and new $650 million revolving credit facility, which are part of
a $5 billion-plus recapitalization plan to refinance the credit
facility put in place in 2004 to finance the acquisition of The
Rouse Co.  Additionally, all other General Growth-related ratings,
including the 'BBB-' corporate credit rating, are affirmed
affecting $1.6 billion in senior notes.  Ratings for the existing
acquisition facility affecting $6.15 billion in senior notes will
be withdrawn upon closing of the new credit facility.  The outlook
is negative.
      
"The ratings acknowledge General Growth's strong market position
as one of the top two players in the highly concentrated U.S.
regional mall sector, a high quality portfolio, and solid
operating performance, particularly in view of the ongoing
integration of the assets attained through the Rouse acquisition,
which doubled the company's portfolio size in just over a year,"
said credit analyst Linda Phelps.  "The new bank loan rating
accommodates the timing needs of the new credit facility.  The
assignment of this rating precedes the release of the company's
fourth quarter 2005 results, scheduled for Feb. 21, 2006, and
presumes that the actual results will be in line with our
expectations."
     
Though General Growth has made significant progress integrating
Rouse and reducing exposure to interest rate risk, the company's
financial policies and credit metrics remain very aggressive.  
Standard & Poor's will look for improvement in General Growth's
leverage and coverage metrics (which may be possible through land
development/noncore assets or an equity offering), continued
progress on the Rouse integration, and reduction of 2007 debt
maturities to maintain the current rating.  However, any
deterioration in market conditions, the company's operating
performance, or currently weak financial metrics would drive
ratings lower.


GEORGIA-PACIFIC: Amends Revolving Loan from $250MM to $1.75 Bil.
----------------------------------------------------------------
Georgia-Pacific Corp. amended its First Lien Credit Facility to,
among other things, increase the amount of the revolving credit
facility by $250 million to $1.75 billion.

In addition, Georgia-Pacific amended its First Lien Credit
Facility and Second Lien Credit Facility to provide, among other
things, that $250 million of the loans previously advanced under
the Second Lien Credit Facility will be reallocated to the First
Lien Credit Facility as Term B Loans.

Based in Atlanta, Ga., Georgia-Pacific Corp. -- http://www.gp.com/
-- is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, pulp, and building products and related
chemicals. The company employs approximately 55,000 people at more
than 300 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-Dri(R)
and Vanity Fair(R), as well as the Dixie(R) brand of disposable
cups, plates and cutlery.  Georgia-Pacific's building products
manufacturing business has long been among the nation's leading
suppliers of building products to lumber and building materials
dealers and large do-it-yourself warehouse retailers.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 01, 2006,
Standard & Poor's Ratings Services lowered its rating on the
$29,000,000 class A-1 and A-2 corporate backed trust certificates
issued by Corporate Backed Trust Certificates Series 2001-16 Trust
to 'B' from 'BB-'.  At the same time, the ratings are removed from
CreditWatch, where they were placed with negative implications
Nov. 17, 2005.

The rating on this synthetic transaction is linked to the rating
on the underlying securities, Georgia Pacific Corp.'s $29,033,000
7.75% senior unsecured debentures.  This rating action follows
the lowering of the rating on the underlying securities on
Jan. 18, 2006, and its subsequent removal from CreditWatch
negative.


GERDAU AMERISTEEL: Posts $295.5M of Net Income in Fiscal Year 2005
------------------------------------------------------------------
Gerdau Ameristeel Corporation reported its financial results for
the fourth quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Gerdau Ameristeel's net
income increased to $80.4 million from a net income of $66.4
million for the same period in 2004.

For the 12 months ended Dec. 31, 2005, Gerdau Ameristeel's net
income decreased to $295.5 million from a net income of $337.7
million for the 12 months ended Dec. 31, 2004.  For the 12 months
ended Dec. 31, 2005, net sales increased to $3.9 billion from net
sales of $3 billion for the year ended Dec. 31, 2004.

Gerdau Ameristeel's EBITDA for the full year ended Dec. 31, 2005,
was $620.9 million compared to an EBITDA of $527.3 million for the
full year ended Dec. 31, 2004.  Included in the 2004 results was
the recognition of certain net operating losses related to the
U.S. operations that resulted in a $48.6 million reduction of tax
expense.

On Oct. 31, 2005, Gerdau Ameristeel amended its Senior Secured
Credit Facility, increasing the Facility from $350 million to
$650 million and extending the term of the Facility to October 31,
2010 and lowering interest rates.

For the fiscal year ended Dec. 31, 2005, Gerdau Ameristeel
reported total assets of $2,829,451,000 and total liabilities of
$1,245,432,000.  

A full-text copy of Gerdau Ameristeel's Feb. 8 press release
outlining 2005 financial results is available for free at
http://ResearchArchives.com/t/s?571

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation --
http://www.gerdauameristeel.com/-- is the second largest minimill  
steel producer in North America with annual manufacturing capacity
of over 8.4 million tons of mill finished steel products. Through
its vertically integrated network of 15 minimills (including one
50%-owned minimill), 16 scrap recycling facilities and 42
downstream operations, Gerdau Ameristeel primarily serves
customers in the eastern two-thirds of North America.  The
Company's products are generally sold to steel service centers,
steel fabricators, or directly to original equipment manufacturers
(or "OEMs") for use in a variety of industries, including
construction, automotive, mining, cellular and electrical
transmission, metal building manufacturing and equipment
manufacturing.

                        *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services revised its outlook on Gerdau
Ameristeel Corp. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' corporate credit rating on
the company.

In addition, Standard & Poor's raised its senior unsecured debt
rating on the company to 'BB-' from 'B+', and its rating on its
$350 million senior secured revolving credit facility due 2008, to
'BB+' from 'BB' and assigned a '1' recovery rating.  The bank loan
rating is rated two notches higher than the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
payment default.


GLEACHER CBO: Moody's Confirms Junk Ratings on $26 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of these classes of
notes issued by Gleacher CBO 2000-1 Ltd., a collateralized debt
obligation issuer:

   (1) The U.S. $276,000,000 Senior Secured Class A Notes

       Prior Rating: A3 (on watch for possible upgrade)

       Current Rating: Aa3 (on watch for possible upgrade)

   (2) The U.S. $33,000,000 Senior Secured Class B-1 Notes

       Prior Rating: B1 (on watch for possible upgrade)

       Current Rating: Baa1 (on watch for possible upgrade)

   (3) The U.S. $10,000,000 Senior Secured Class B-2 Notes

       Prior Rating: B1 (on watch for possible upgrade)

       Current Rating: Baa1 (on watch for possible upgrade)

   (4) U.S. $13,000,000 Secured Class C Notes

       Prior Rating: Caa3 (on watch for possible upgrade)

       Current Rating: B2

Moody's also confirmed the ratings of these classes of notes
issued by Gleacher CBO 2000-1 Ltd.:

   (i) The U.S. $21,000,000 Secured Class D-1 Notes

       Prior Rating: Ca (on watch for possible upgrade)

       Current Rating: Ca


  (ii) The U.S. $5,000,000 Secured Class D-2 Notes

       Prior Rating: Ca (on watch for possible upgrade)

       Current Rating: Ca

The rating actions reflect the improvement in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of corporate bonds, the liquidation of defaulted and
low-rated assets and the ongoing delivering of the transaction,
according to Moody's.


GREGG APPLIANCES: Earns $22.6MM of Net Income in 3rd Fiscal Qtr.
----------------------------------------------------------------
Gregg Appliances, Inc., delivered its financial results for the
third quarter of fiscal year 2006 ended Dec. 31, 2005, to the
Securities and Exchange Commission on Feb. 14, 2006.

The company generated a 10.6% increase in total sales for the
three months ended December 31, 2005, as sales increased to $281.2
million compared to $254.2 million for the comparable prior year
period.  This increase in sales was primarily attributable to the
net addition of eight stores during the past twelve months coupled
with a 1.7% increase in comparable stores sales for the third
quarter of fiscal 2006.

Net income for the third quarter of fiscal 2006 was $22.6 million
compared with $14.6 million for the third quarter of fiscal 2005.  
Net income for the third quarter of fiscal 2006 included a pretax
gain of approximately $27.9 million on the transfer of the
majority of our extended service plan obligations to a third
party.  This gain partially offset by a $4.6 million increase in
pretax interest expense versus the third quarter of fiscal 2005
associated with the recapitalization of Gregg Appliances in
February 2005, as well as $15.3 million in income tax expense.

Gregg Appliances also announced that it currently expects
comparable store sales for the fourth quarter of fiscal 2006 (the
three months ending March 31, 2006) to decline between 3% to 5% as
compared to the comparable period in fiscal 2005 as a result of
declining consumer demand for big screen projection televisions in
favor of plasma and LCD flat panel technology.  The company
expects, however, that earnings before net interest expense,
income taxes, depreciation and amortization will increase during
the fourth fiscal quarter compared to the prior year period.  
During this transition, Gregg Appliances expects that larger
screen plasma and LCD flat panel supply adjusts in the second half
of calendar 2006 to compensate for the declining demand for big
screen projection televisions.

The Company's balance sheet showed $323,386,000 in total assets at
Dec. 31, 2005, and liabilities of $332,413,000, resulting in a
stockholders deficit of $9,027,000.

Headquartered in Indianapolis, Indiana, Gregg Appliances, Inc., --
http://www.hhgregg.com/-- is a specialty retailer of consumer  
electronics, home appliances and related services operating under
the name HH Gregg.  The Company operates 58 stores in six
midwestern and southeastern states with revenues of approximately
$753 million for the fiscal year ended March 31, 2004.

As previously reported in the Troubled Company Reporter on
Jan. 18, 2006, Moody's Investors Service assigned the ratings to
Gregg Appliances, Inc.:

   -- Senior Implied of B2,
   -- $165 million of senior unsecured guaranteed notes of B2,
   -- Issuer rating of B2,
   -- Speculative Grade Liquidity Rating of SGL-2.


HANDEX GROUP: Sells Core Business Assets to Handex Consulting
-------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida in Orlando authorized Handex Group,
Inc., and its debtor-affiliates to sell substantially all of
their assets, free and clear of liens, to Handex Consulting &
Remediation, LLC.
  
Handex Consulting will acquire all real and personal property
related to and necessary for the operation of the Debtors' core
environmental remediation business.   The purchase excludes (i)
tangible assets and claims solely related to the Debtors' civil
construction business and (ii) proceeds of causes of action
pursuant to section 544 through 551 of the Bankruptcy Code.

In exchange for the assets, Handex Consulting will assume
approximately $12.1 million of the Debtors' $18.8 million
prepetition debt to Demco-Venco, LLC.  Handex Consulting will also
assume the Debtors' obligations to certain vendors, estimated at
no less than $3 million as of the petition date.

A list of the executor contracts and customer agreements the
Debtor will assume and assign to Handex Consulting is available at
no charge at http://researcharchives.com/t/s?570

Handex Consulting will pay any cure amount due on the assumed
contracts and agreements in three equal monthly installments, with
the first payment due 30 days after the Bankruptcy Court enters  
an order authorizing the assumption.

The Debtors will also assume and assign its factoring agreement
with EnviroCap, LLC, to Handex Consulting pursuant to Section 365
of the Bankruptcy Code.  Judge Briskman directs the Debtors to pay
to EnviroCap all sums due under the factoring agreement through
the date of the closing of the sale.  This payment will constitute
a cure for all defaults under the factoring agreement.

A copy if the eight-page purchase agreement is available for a fee
at http://www.researcharchives.com/bin/download?id=060216043730

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 an official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HANDEX GROUP: Wants to Reject Burdensome Contracts & Leases
-----------------------------------------------------------
Handex Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida in Orlando for
permission to reject a variety of lease agreements and executory
contracts that no longer represent value to their estates and
won't be assumed and assigned to Handex Consulting & Remediation
LLC, the purchaser of their core business and assets.

The Debtors are convinced that marketing and selling any of the
leases or contracts will not bring any significant economic
benefit to their respective estates.  A list of the leases and
executory contracts the Debtors want to reject is available for
free at http://researcharchives.com/t/s?56c

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 an official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HIRSH INDUSTRIES: Judge Metz Confirms Amended Joint Chap. 11 Plan
-----------------------------------------------------------------
The Honorable Anthony J. Metz III of the U.S. Bankruptcy Court for
the Southern District of Indiana confirmed the Third Amended Joint
Plan of Reorganization filed by Hirsh Industries, Inc., and its
debtor-affiliates.  Judge Metz confirmed the Debtors' Joint Plan
on Feb. 13, 2006.

As reported in the Troubled Company Reporter on Jan. 12, 2006, the
Plan provides for the Debtors' substantive consolidation.  The
terms of the Plan were negotiated with the holders of secured
debt, the Debtors' chairman of the board of directors, Douglas A.
Smith, and the Official Committee of Unsecured Creditors to
restructure the Debtors' balance sheet in a manner that's fair and
equitable to all parties-in-parties.

                        Smith Dispute

On Oct. 18, 2000, Hirsh entered into a Subordinated Note Purchase
Agreement with Prudential Capital Partners, L.P., pursuant to
which loans and other credits were extended to the Debtors.
Before the Debtors filed for bankruptcy, Prudential assigned all
of its rights under the agreement to Mr. Smith.

Mr. Smith asserts that the Senior Subordinated Loans are secured
by valid, perfected, second priority liens on substantially all of
the assets of the Debtors and their Mexican subsidiaries.  The
Debtors' obligation under the Senior Subordinated Loans, as of the
petition date, is $35,520,000.

                        Plan Overview

The Debtors were able to negotiate a compromise of Mr. Smith's
claims, subject to the Court's approval, in order to provide
distributions to the estates' general unsecured creditors.  The
senior lenders, the junior DIP lenders and the junior subordinated
secured lenders also consented to subordinate their claims to that
of the general unsecured creditors.

Senior lenders, asserting an aggregate $26 million claims, will
receive the New Senior Secured Note from the Reorganized Debtors,
which will have value equal to the amount of the allowed senior
secured claims.

The holders of the Junior DIP Facility Claims will receive:

    (a) 100% of the New Hirsh Member Interests; and

    (b) issuance of the New Senior Subordinated Note in the
        original principal amount of $3,000,000 on account of:

         (i) the remainder of the Junior DIP Facility Claims,
             plus

        (ii) an additional exit advance by that Holder of the
             principal amount of $1,000,000.

Senior subordinated secured lenders and junior subordinated
secured lenders, holding an aggregate of $5.5 million claims, will
share in the New Junior Subordinated Notes in the Reorganized
Hirsh.

General unsecured creditors, with allowed claims totaling $9
million, will receive pro rata distributions in cash, equal to the
greater of:

    (a) 8% of the total amount of the Allowed Class 7 Claims; or
    (b) $800,000 from the General Unsecured Creditor Fund.

Holders of $31.5 million senior subordinated unsecured deficiency
claims, $12 million junior subordinated unsecured deficiency
claims, and Old Hirsh Common Stock Interests will receive no
distribution under the Plan.

A full-text copy of the Third Amended Joint Plan is available for
a fee at:

   http://www.researcharchives.com/bin/download?id=060216044557

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


IMMUNOMEDICS INC: Balance Sheet Upside-Down by $14.26M at Dec. 31
-----------------------------------------------------------------
Immunomedics, Inc. (Nasdaq: IMMU), reported revenues of $500,000
and a net loss of $8.8 million for the second quarter of fiscal
year 2006, which ended December 31, 2005.  This compares to
revenues of $1.0 million and a net loss of $6.4 million for the
same period last year.  For the first half of the 2006 fiscal
year, the Company reported revenues of $0.9 million and a net loss
of $17.4 million.  This compares to revenue of $2.1 million and a
net loss of $10.6 million for the same period last year.  

The increase in net loss for the three-month period was primarily
due to increased interest expense from the Company's outstanding
5% senior convertible notes issued in April 2005, and reduced
sales revenue from diagnostic imaging products.  The increased
interest expense includes the amortization of the debt issuance
costs and debt discounts, and a $1.0 million charge resulting from
the change in the market value of the derivative interest
liability associated with the make-whole interest provision
relating to the 5% senior convertible notes.   The increase in the
net loss for the six-month period was due to these factors as well
as higher levels of R&D spending, primarily to support the Phase
III trials evaluating epratuzumab in patients with lupus.  
Additionally, the 2004 results included a net litigation
settlement gain of $1.2 million.

During this second quarter, the Company received $500,00 in tax
benefits through the New Jersey Technology Tax Certificate
Transfer Program.  At December 31, 2005, the Company had
$14.6 million in cash and marketable securities, in addition to
$3.2 million of restricted securities that collateralize the New
Jersey Economic Development Authority financing completed in May
2003 for the construction of the Company's expanded manufacturing
facilities.

"The implementation of our cost savings program during this
quarter has allowed us to maintain our operating loss at a level
similar to that of the same period last year.  To further conserve
capital for our research and development programs, we have
deferred certain executive's salaries, the executive bonus program
and continue to evaluate the deferral of non-essential
expenditures.  At the same time we are working diligently on
establishing a global corporate partner for the further clinical
development and commercialization of epratuzumab," commented
Gerard G. Gorman, Vice President, Finance, and Chief Financial
Officer.

As reported previously during the second quarter of fiscal year
2006, other developments of note were:

   -- The Company provided details of the ALLEVIATE trial designs,
      testing epratuzumab in patients with lupus, at the Lazard
      Capital Markets Annual Life Sciences Conference;

   -- The Company presented updated clinical results for
      epratuzumab in Sjogren's syndrome at the 2005 annual
      scientific meeting of American College of
      Rheumatology/Association of Rheumatology Health
      Professionals;

   -- At the 47th Annual Meeting of American Society of
      Hematology, the Company reported preclinical results on a
      new therapeutic, advances in lymphoma therapy with a
      humanized anti-CD20 antibody, and results with the
      combination of epratuzumab and rituximab in patients with
      lymphoma;

   -- The Company presented at the Rodman & Renshaw Techvest 7th
      Annual Healthcare Conference during which a corporate
      overview was provided;

   -- The Company published an article on a new diagnostic assay
      for pancreatic cancer in the Journal of Clinical Oncology.

Immunomedics Inc. -- http://www.immunomedics.com/-- is a New  
Jersey-based biopharmaceutical company focused on the development
of monoclonal, antibody-based products for the targeted treatment
of cancer, autoimmune and other serious diseases.  The Company
developed a number of advanced proprietary technologies that allow
us to create humanized antibodies that can be used either alone in
unlabeled or "naked" form, or conjugated with radioactive
isotopes, chemotherapeutics or toxins, in each case to create
highly targeted agents.  

As of December 31, 2005, the Company's equity deficit widened to
$14,268,735 from a $1,263,407 deficit at June 30, 2005.


ITS NETWORKS: Dec. 31 Balance Sheet Upside-Down by $6.1 Million
---------------------------------------------------------------
ITS Networks, Inc., delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 13, 2006.

Sales decreased by $203,000 to $1,307,000 for the quarter ended
Dec. 31, 2005, from $1,510,000 for the quarter ended Dec. 31,
2004.  For the three months ended Dec. 31, 2005, the company
incurred a $413,000 net loss compared to a $531,000 net loss for
the three months ended Dec. 31, 2004.

The company's balance sheet at Dec. 31, 2005, showed $913,000 in
total assets, $6,893,000 in current liabilities and $122,000 in
long-term debt resulting in a $6,102,000 stockholders' deficit.

                 Liquidity and Capital Resources

At Dec. 31, 2005, the company had negative working capital of
approximately $6,618,000, compared to negative working capital of
$8,446,000 at Dec. 31, 2004.

The company discloses that in order to satisfy its obligations, it
would need to raise funds either through:

    * sale of additional shares of its Common Stock,
    * increase borrowings, or
    * reach profitable level of operations.

The company says that its capital resources have been provided
primarily by:

    -- capital contributions from stockholders,

    -- stockholder loans,

    -- the exchange of outstanding debt into Common Stock of the
       Company, and

    -- services rendered in exchange for Common Stock.

The company also intends to sell its Common Stock or borrow
additional funds from investors to pay debts and for working
capital.

ITS Networks, Inc., fka Technology Systems International Inc., is
engaged in the telecommunication industry in Spain and offers
telecommunications services for home and business use.  The
Company provides prepaid voice telephone services through prepaid
calling cards as well as prepaid residential and small business
accounts.  It also has a prepaid long distance service, which can
be accessed from any mobile phone.  

                           *     *     *

                        Going Concern Doubt

ITS Networks' independent certified public accountants, Murrell,
Hall, McIntosh & Co., PLLP, expressed doubt about the Company's
ability to continue as a going concern in its reports for the
fiscal years 2005 and 2004.  The Company's recurring losses from
operations and net capital deficiency raise substantial doubt
about its ability to continue as a going concern, the auditing
firm says.  If the Company's telecommunications services do not
become widely used in the market, it may not be able to achieve or
maintain profitability.


IVOICE INC: Board Proposes Special $1.5MM Dividend to Shareholders
------------------------------------------------------------------
iVoice, Inc.'s (OTCBB: IVOC) Board of Directors proposed a
special one-time cash dividend of $1.5 million payable on its
outstanding shares of common stock, a stock buy-back program
of the Company's Class A Common Stock of up to $1 million, a
one-for-two hundred reverse stock split and other proposals as
set forth in the Company's Definitive Proxy Statement to be filed
with the Securities and Exchange Commission.  This one time cash
dividend equals over 20% of the Company's current stock price as
quoted on the OTC Bulletin Board.  These proposals, in addition to
several other proposals, are subject to shareholders' approval at
the Company's 2005 Annual Meeting of Shareholders scheduled for
March 31, 2006 and thereafter may be implemented at the discretion
of the Board of Directors.

All matters to be considered by iVoice shareholders are subject
to the approvals, terms and conditions as set forth in the
Company's Definitive Proxy Statement.  All shareholders of record
on Feb. 17, 2006, will be permitted to vote at the meeting either
in person or via proxy.

"The strength of our current balance sheet and our confidence in
the future prospects for iVoice prompted the Board of Directors to
declare the special one-time cash dividend," Jerry Mahoney,
President and CEO of iVoice, remarked.  "We are delighted to be
able to reward our shareholders in this fashion and remain
committed to delivering long-term shareholder value.

"The Company is undergoing a transformation, reflecting general
market conditions and is undergoing a restructuring that is
intended to position the Company for growth," Mr. Mahoney added.  
"The Board of Directors deems a reverse stock split as an
essential initiative for the long-term health of the Company and
its shareholders by enhancing the acceptability of the Class A
Common Stock by the financial community and investing public.  The
reduction in the number of issued and outstanding shares of Class
A Common Stock caused by the reverse stock split is anticipated to
increase the market price of the Class A Common Stock."

This is fifth dividend declared in the last 3 years and the sixth
dividend announced to date.  Management has taken major steps to
restructure the Company in ways that will be most favorable to
shareholders with the spin-off and/or distribution of the stock of
five separate companies.  The five companies are:

   * Trey Resources, Inc.

     The common stock of Trey Resources, previously a wholly owned    
     subsidiary, was distributed to iVoice shareholders in
     February 2004.  Since that time, Trey has acquired two
     companies, hired the management of a third company, and grown
     from no sales to revenues at a current operating rate of
     nearly $4 million per annum.

   * iVoice Technology, Inc.

     On Sept. 7, 2004, iVoice, Inc. reported the anticipated
     distribution to its shareholders of this wholly owned
     subsidiary, iVoice Technology, Inc.  The common stock iVoice
     Technology was distributed to shareholders of iVoice in
     August 2005.

   * Deep Field Technologies, Inc.

     On Sept. 13, 2004, iVoice, Inc. intended to distribute to its
     shareholders, the common stock of its wholly owned
     subsidiary, Deep Field Technologies, Inc.  The common stock
     of Deep Field Technologies was distributed to shareholders of
     iVoice in August 2005.

   * SpeechSwitch, Inc.

     On Nov. 5, 2004, iVoice, Inc. intended to distribute to its
     shareholders the common stock of its wholly owned subsidiary,
     SpeechSwitch, Inc., in order to pursue a strategy designed to
     unlock the value in the Company's speech-recognition
     software. The common stock of SpeechSwitch was distributed to
     shareholders of iVoice in August 2005.

   * Corporate Strategies, Inc.

     On Sept. 15, 2004, iVoice intended to distribute to its
     shareholders 5 million Class A common stock shares of
     Corporate Strategies, Inc.  Corporate Strategies has filed a
     registration statement with the SEC and this distribution
     will be completed when the registration statement is declared
     effective by the SEC.

iVoice, Inc. (OTCB: IVOC) -- http://www.ivoice.com/index2.htm--   
designs, manufactures, and markets innovative speech-enabled
applications and computer telephony communications systems.

                          *     *     *

                       Going Concern Doubt

Bagell, Josephs & Company, LLC, in Gibbsboro, New Jersey, raised
substantial doubt about iVoice's ability to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2004.  Bagell Josephs points to
substantial accumulated deficits and spinning out of subsidiaries.


J.B. POINDEXTER: S&P Affirms Senior Unsecured Rating at B-
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and its 'B-' senior unsecured rating on Houston,
Texas-based van and truck body manufacturer J.B. Poindexter & Co.
Inc. and revised its outlook to stable from positive.
      
"The outlook revision reflects J.B. Poindexter's weaker-than-
expected operating performance and cash flow generation, which
could make it more difficult for the company to reduce debt and
strengthen credit-protection measures in the near term," said
Standard & Poor's credit analyst Natalia Bruslanova.  

The company's 2005 results were hurt:

   * by a decline in fleet business at its Morgan Olson unit;

   * by soft sales and higher delivery costs in the Truck
     Accessories Group (TAG); and

   * by higher raw material and utility costs.
     
The ratings on privately held J.B. Poindexter continue to reflect:

   * its high leverage;

   * its cyclical and medium-size end markets;

   * its historically variable cash flows;

   * its raw material price exposure; and

   * the significant customer concentration at its Morgan unit (a
     manufacturer of Class 5-7 truck bodies separate from the
     Morgan Olson unit, which makes step vans).

Two customers represent about 50% of the Morgan unit's sales.
     
J.B. Poindexter, a diversified manufacturer, produces:

   * truck and van bodies,
   * truck accessories,
   * packaging material, and
   * precision-engineered components,

all of which it sells in North America.

In 2005, the company estimates that it had consolidated net sales
of about $670 million, an increase of 14% from its 2004 sales of
$585 million.  The revenue increase followed the acquisitions of
Pace Edwards and Federal Coach and also reflected the higher
average unit price of truck bodies.  The Morgan unit's sales will
be between 7% and 10% higher, although shipments of Class 5-7
truck bodies are expected to be flat.  Morgan Olson's step-van
business experienced a decline in fleet business in the last four
months of 2005.  TAG sales will be approximately 10% higher, year
over year, despite fourth-quarter weakness.
     
While the company implemented price increases in 2005, these were
generally not enough to fully offset higher commodity raw material
costs, partly because of timing differences.  In addition, the
company has weathered increases in fuel, utility, and delivery
costs that have not been fully recouped from delivery surcharges.
Manufacturing inefficiencies at Morgan Olson have also increased
costs.  Consequently, for the first three quarters of 2005, the
company's gross margin as a percentage of net sales decreased to
12%, a decline from 13% in 2004.  While raw material costs are
expected to continue to be a challenge in 2006, price increases
could dampen the impact.


JO-ANN STORES: Moody's Cuts $100 Mil. Senior Notes' Rating to B3
----------------------------------------------------------------
Moody's Investors Service lowered all ratings of Jo-Ann Stores,
Inc., including the senior subordinated notes to B3 from B2.  The
rating downgrade is prompted by the adverse impact that weak
merchandising programs and a slowdown in several categories have
had on sales, cash flow, and working capital.  Key credit metrics
have fallen well below levels that are typical for the company's
previous ratings, and Moody's does not expect that debt protection
measures will soon regain prior levels.  The rating outlook is
revised to negative.

These ratings are lowered:

   * Corporate family rating to B1 from Ba3; and the

   * $100 million 7.5% senior subordinated notes (2012) to B3
     from B2.

Moody's does not rate the $365 million secured bank credit
facility.

The lower ratings reflect the weak sales results, deteriorating
debt protection measures, and large free cash flow deficit over
the previous four quarters, the $124 million inventory increase in
Oct. 2005 compared to Oct. 2004, and the uncertainty of the
company's strategic direction following the transition in the
senior management team.  The ratings also reflect the significant
ongoing investment to develop additional superstores, the risks
inherent in specialty retailing, and the high degree of
seasonality with a substantial fraction of revenue and a high
level of cash flow in the quarter that includes December.

However, credit strengths are strong average unit volume at the
new superstores compared to the traditional stores, potential
scale advantages in purchasing, marketing, and information
technology because of Jo-Ann's position as a leading national
brand in the crafting segment, and the currently adequate
liquidity position.  The revenue diversity derived from stores
across many geographies and several revenue categories and the
deeper and wider assortment of Jo-Ann in many crafting and sewing
categories compared to competitors such as Wal-Mart also benefit
the company.

The negative outlook recognizes Moody's concern that ratings could
again decline over the next 12 to 18 months if operating
performance, free cash flow, and credit metrics remain weak.
Specifically, ratings would decline if debt to EBITDA stays near 6
times, outflows for cash interest expense, capital expenditures,
and working capital exceed EBITDA, or the company's liquidity
position declines.  In Moody's opinion, stabilization of ratings
at current levels would require greater financial flexibility as
represented by working capital efficiency progressing towards
historical norms, achievement of break-even cash flow, and a
sustained reversal of weakening credit metrics such that EBIT
margin comes close to historical norms of about 5 or 6%, leverage
falls toward 5 times, and EBIT covers interest expense by 2 times.

The B3 rating on the senior subordinated notes considers that this
debt is guaranteed by the company's domestic operating
subsidiaries.  However, as of October 2005 this debt class was
subordinated to other obligations including the $365 million bank
loan and $70 million of capital leases.  In a hypothetical default
scenario with the revolving credit facility fully utilized,
Moody's believes that recovery for this subordinated class of debt
would partially rely on residual enterprise value.

For the twelve months ending Oct. 29, 2005, leverage equaled 5.8
times, EBIT covered interest expense by 1.5 times, and retained
cash flow to debt was 10%.  The pace of revenue increases has
decelerated since the middle of 2004 due to sharp declines in
several key categories and weak consumer response to merchandising
initiatives.

Comparable store sales grew 0.3% in the first three quarters of
2005 compared to 2.7% in the same period of 2004. For the nine
months ending October 2005, EBITDA was small at $33 million
compared to $9 million for interest expense, $92 million for
capital expenditures, and net investment of $179 million in
inventory and accounts payable.  The company has made $190 million
of revolver borrowings between April 2005 and October 2005 in
order to finance the substantial free cash flow deficit. The one
covenant in the bank loan agreement only becomes effective if
excess revolver availability falls below $35 million.

Jo-Ann Stores, with headquarters in Hudson, Ohio, is one of the
nation's largest fabric and craft specialty retailers.  The
company operates 838 retail locations in 47 states.  Revenue for
the twelve months ending October, 2005 was about $1.9 billion.


KNOLL INC: Second Stock Offering Priced at $18.40 Per Share
-----------------------------------------------------------
Knoll, Inc. (NYSE: KNL), reported the pricing of the secondary
offering by certain of its stockholders of 11,600,000 shares of
common stock at $18.40 per share.  The shares of common stock are
being sold by Warburg, Pincus Ventures, L.P. and Burton B.
Staniar.  The selling stockholders have also granted the
underwriters of the offering an option to purchase up to an
additional 1,740,000 shares of common stock.  The offering was
increased from the previously announced amount of 10,300,000
shares and an option of 1,545,000 shares.  Knoll will not sell
shares in the offering or receive any offering proceeds.  

Goldman, Sachs & Co. and Banc of America Securities LLC are
serving as joint book-running lead managers of the offering.
Merrill Lynch & Co. and UBS Investment Bank are serving as co-
managers of the offering.  Copies of the final prospectus
supplement relating to the offering may be obtained by contacting:

                Goldman, Sachs & Co.
                Attn: Prospectus Dept.
                85 Broad St., New York, NY 10004
                Fax: 212 902 9316

                      - or -

                Banc of America Securities LLC
                Capital Markets Operations
                100 West 33rd Street, 3rd Floor
                New York, NY 10001
                Attn: Prospectus Fulfillment

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

                         *     *     *

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

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


LEVITZ HOME: Wohl/Anaheim Wants Levitz to Pay Rent Without Delay
----------------------------------------------------------------
Wohl/Anaheim LLC owns a commercial property in a retail shopping
center located at 1000 N. Tustin Avenue, in Anaheim, California.

Lee J. Mendelson, Esq., at Moritt Hock Hamroff & Horowitz LLP, in
Garden City, New York, relates that Levitz Furniture Corporation
leases the premises from Wohl.

The Lease will expire in 2009.

Levitz Furniture is required to pay to Wohl $11,250 per month as
base rent.  The Lease also obligates Levitz Furniture to pay
"percentage rent" equal to 3% of its gross sales over $2,500,000
per year, plus a portion of certain other costs and expenses with
respect to the Premises, like taxes and a portion of certain
parking and common area maintenance expenses.

On the Petition Date, Levitz Furniture owed Wohl $15,475 for base
rent and CAM Charges.  Levitz Furniture also owed other related
charges due under the Lease, which have not yet been determined.
Levitz Furniture has made one payment since October 11, 2005, but
still owes postpetition base rent and CAM Charges of not less
than $30,950 as of December 31, 2005, plus other related charges
due under the Lease for the postpetition period in an
undetermined amount.

Mr. Mendelson notes that Levitz Furniture continues to occupy and
do business from the Premises despite its failure to pay Wohl all
postpetition base rent and CAM Charges due and owing through
December 31, 2005.  Levitz has not indicated to Wohl or any of
its representatives whether the Lease will be assumed, rejected,
or assigned.

By this motion, Wohl asks the U.S. Bankruptcy Court for the
Southern District of New York to:

    (a) compel Levitz Furniture to immediately pay the
        postpetition rent due; and

    (b) declare that its current claim for postpetition rent is
        allowable and that its claims for subsequent postpetition
        rent are entitled to priority.

In addition, if Levitz fails to immediately pay the postpetition
rent due, or fails to pay any further rent to Wohl when due, Wohl
asks Court to modify the automatic stay to allow it to pursue
state-court proceedings to terminate the Lease and evict Levitz
Furniture from the Premises.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.  
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LOVESAC CORP: Meeting of Creditors Scheduled for March 10
---------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
The LoveSac Corporation and its debtor-affiliates' creditors at
10:00 a.m., on March 10, 2006, at the Office of the United States
Trustee, Room 2112, 844 King Street in Wilmington, Delaware.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

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


LOVESAC CORP: U.S. Trustee Names Five-Member Creditors Committee
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S Trustee for Region 3, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors in The LoveSac Corporation and its debtor-affiliates'
chapter 11 cases:

   1. Sino China Trading Ltd.
      Attn: Wayne Schmirler
      50 Hua Xiang Rd., Unit E
      Shanghai, China 201105
      Tel: (714) 842-2269; Fax: (714) 841-4227

   2. Airgroup (SLC)/Airgroup Corporation
      Attn: Richard St. Jean
      P.O. Box 3627
      Bellevue, Washington 98005-3627
      Tel: (425) 462-1094; Fax: (425) 462-0768

   3. Simon Property Group
      Attn: Ronald M. Tucker
      115 W. Washington Street
      Indianapolis, Indiana 46204
      Tel: (317) 263-2346; Fax: (317) 263-7901

   4. Key Construction Company
      Attn: Olen Kenneth Key, Jr.
      9888 Monroe Drive
      Dallas, Texas 75220
      Tel: (214) 357-4555; Fax: (214) 357-4856

   5. Scrapfoam.Com, Inc.
      Attn: Stuart Lieblein
      1979 Marcus Avenue, Suite 210,
      Lake Success, New York 11042
      Tel: (516) 622-2233; Fax: (516) 622-2236

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

Official committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

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


MAYTAG CORP: DoJ Gets More Time to Review Whirlpool Merger Deal
---------------------------------------------------------------
Maytag Corporation (NYSE: MYG) and Whirlpool Corporation (NYSE:
WHR) have agreed with the Antitrust Division of the U.S.
Department of Justice to a limited extension of time to complete
the review of the proposed acquisition of Maytag by Whirlpool.  
The companies have agreed not to close the transaction before
March 30, 2006, without the Division's concurrence.

On December 1, 2005, the companies announced they had certified
substantial compliance with the Division in response to its
request for additional information and agreed not to close the
merger before February 27, 2006, without the Division's
concurrence, recognizing that the Division could request
additional time for review.

"We appreciate the work of the Department of Justice staff to date
and will continue to work with them cooperatively as they complete
their review," said Jeff M. Fettig, Whirlpool's chairman and CEO.   
"The agreed upon extension is simply a continuation of the review
process.  This is a complex and rapidly changing industry, and it
is not surprising that some additional time is required to fully
understand and fairly evaluate it."

Ralph F. Hake, Maytag's chairman and CEO said, "We believe this
additional time will be sufficient for the review to be completed,
and we are confident that the acquisition will close rapidly upon
completion of the review."

Mr. Fettig added: "We strongly believe that the combination will
create substantial benefits for consumers, trade customers and our
shareholders.  This transaction will translate into better
products, quality and service, as well as other efficiencies that
will allow us to offer a more competitive, wider range of products
to a much broader consumer base in the highly competitive global
home appliance industry."

Whirlpool and Maytag are working closely with the Department of
Justice and continue to cooperate fully with its investigation and
respond promptly to its inquiries.

                         About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/--  
manufactures and markets major home appliances, with annual sales
of over $14 billion, 68,000 employees, and nearly 50 manufacturing
and technology research centers around the globe.  The company
markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other major brand names to consumers in more than 170 countries.

                          About Maytag

Headquartered in Newton, Iowa, Maytag Corporation --
http://www.maytag.com/-- manufactures and markets home and   
commercial appliances.  Its products are sold to customers
throughout North America and in international markets.  The
corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Dec. 31, 2005, Maytag Corp.'s balance sheet showed a
stockholders' deficit of $187 million, compared to a $75 million
deficit at Jan. 1, 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2006,
Moody's Investors Service anticipates downgrading Whirlpool
Corp.'s senior long term debt by one notch to Baa2 and
subordinated debt to (P)Baa3 at the conclusion of the purchase of
Maytag Corp.  Whirlpool's commercial paper rating is expected to
be confirmed at P-2.  The rating outlook will be determined at the
conclusion of the review based on updated financial and operating
trends of the companies.  Whirlpool's ratings are currently under
review for possible downgrade pending the acquisition of Maytag.
The acquisition is under review by the U.S. Department of Justice
and has already been approved by European authorities.  The
acquisition is expected to close as early as the first quarter of
2006.

Maytag's ratings are under review with direction uncertain,
pending the completion of the merger.  If its debt is legally
assumed or guaranteed by Whirlpool on a pari passu basis with
Whirlpool's existing debt, Moody's would rate Maytag's debt at the
same level as Whirlpool's.  

Moody's maintains these ratings for Maytag, which are on review
with direction uncertain:

   * Corporate family rating of B1
   * Senior unsecured notes ratings at B2
   * Senior unsecured credit facility rating at B1


METALFORMING TECH: Terminates UAW Collective Bargaining Agreement
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Metalforming Technologies, Inc.,
and its debtor-affiliates to terminate its collective bargaining
agreement with UAW Local 1134 and International Union, UAW,
pursuant to a Termination Agreement between the Debtors and the
union.

The Termination Agreement provides the framework for a seamless
transition of work for union members from the Debtors to Zohar
Tubular Acquisition, LLC.  As reported in the Troubled Company
reporter on Jan. 30, 2006, Zohar purchased substantially all of
the Debtors' assets for $25 million plus the assumption of all of
the Debtor's postpetition liabilities.  

Under the terms of the Termination Agreement, all of the Debtors'
obligations to the union are revoked effective on the closing of
sale of its assets to Zohar.  The Debtors agree to pay bargaining
unit employees all of their unpaid wages earned from the petition
date through the sale.

The Debtors will pay a severance fee of $500 to the 110 active
employees covered by the CBA within 14 days from the close of the
sale to Zohar.  In addition, the Debtors agree to maintain the
existing health care plan and coverage for all retirees and
employees through Feb. 28, 2006.

A copy of the seven-page Termination Agreement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060216044102

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems,
airbag housings and charge air tubing assemblies for automobiles
and light trucks.  The Company and eight of its affiliates filed
for chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case
Nos. 05-11697 through 05-11705).  Michael E. Foreman, Esq., at
Proskauer Rose LLP, and Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  
Francis J. Lawall, Esq., at Pepper Hamilton LLP represents the
Official Committee of Unsecured Creditors.  Robert del Genio at
Conway, Del Genio, Gries & Co., LLC, provides the Debtors with
financial and restructuring advice and Larry H. Lattig at Mesirow
Financial Consulting LLC serves as the Committee's financial
advisor.  As of May 1, 2005, the Debtors reported $108 million in
total assets and $111 million in total debts.


MORTON'S RESTAURANT: S&P Withdraws $105 Million Notes' B- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Hyde
Park, New York-based Morton's Restaurant Group Inc. and removed
them from CreditWatch with positive implications, where they were
placed on Dec. 6, 2005.  The 'B-' rating was withdrawn on the
company's $105 million senior secured notes after it was repaid
using proceeds from Morton's recently completed IPO.  The 'B-'
corporate credit rating was withdrawn at the company's request.


MUSICLAND HOLDING: Final DIP Financing Hearing Going Forward Today
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 23, 2006, Musicland Holding Corp. and its debtor-affiliates
sought the U.S. Bankruptcy Court for the Northern District of
Georgia's authority to continue their credit relationship with
their senior secured lenders.  The Debtors seek to convert their
prepetition loan agreement -- a revolving secured credit facility
with outstanding amounts as of the Petition Date of no less than
$38,097,756, into a DIP revolving secured credit facility under
Section 364(c) of the Bankruptcy Code.

Without access to fresh financing, the Debtors will not be able to
sustain on-going business operations, Craig Wassenaar, chief
financial officer of Musicland Holding Corp., told the Court.

The Debtors do not have sufficiently reliable liquidity sources
available to ensure continued operations.  The Debtors need fresh
financing to permit, among other things, the orderly continuation
of their businesses, to maintain business relationships with
vendors, suppliers and customers, to make payroll disbursements,
to make capital expenditures, and to satisfy other working capital
and operational needs.

The DIP Lenders are Wachovia Bank, N.A., Banc of America
Securities, LLC, National City Business Credit, Inc., Western
Bank Business Credit, GMAC Commercial Finance LLC, LaSalle Retail
Finance, Wells Fargo Retail Finance, LLC, Textron Financial
Corporation, Burdale Financial Limited, Grayson & Co., Senior
Debt Portfolio, Eaton Vance Senior Income Trust and The CIT
Group/Business Credit.

                            Responses

(1) Creditors Committee

The Official Committee of Unsecured Creditors asserts that the
DIP Loan is not even necessary for the remainder of the DIP
Budget period.

The DIP Lenders have no risk and are significantly oversecured,
with an estimated equity cushion of 180% or more, Michael S. Fox,
Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP, in New
York City, points out.  The Debtors' own budget reflects that
during the 12-week period, they will generate $23,000,000 of
surplus cash flow while reducing their DIP Loan by $22,500,000.

Moreover, as a result of the going-out-of-business auction, the
Debtors' estates will receive a guaranteed amount of approximately
$51,750,000, being the winning bid of a 34.5% payment for
inventory, which is projected to be $150,000,000, Mr. Fox points
out.

The Committee also complains that the Debtors failed to
demonstrate the requisite exhaustive effort to attempt to obtain
financing from other sources or on less onerous terms and
conditions.

The Committee argues that the fees charged under the DIP Loan are
unreasonably high and should not be approved.  Mr. Fox notes that:

    1. the $750,000 "Facility Fee" exceeds 2% when measured
       against the new money of $37,000,000;

    2. the 0.5% unused line fee is based on the entire
       $75,000,000; and

    3. the prepayment fee 0.5% of the maximum credit equates to
       $375,000.

(2) Trade Committee

Beth E. Levine, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., in New York City, asserts that the Informal
Committee of Secured Trade Creditors should be accorded the same
opportunity as the Official Committee of Unsecured Creditors to
review, investigate and bring appropriate actions against the
Debtors' Agents and Lenders.

The Trade Creditors' efforts in reviewing and bringing potential
derivative actions against the Lenders would not burden the
estates, and may even enhance the prospects of any recovery on
account of derivative claims, Ms. Levine maintains.

The Trade Committee supplied inventory and extended trade credit
to the Debtors prior to the Petition Date.

(3) Taubman Landlords

The Taubman Landlords is a group of independent entities that own
various regional retail shopping centers, including Cherry Creek,
International Plaza, Wellington Green, Willow Bend, Fairlane and
Sun Valley.

According to Andrew S. Conway, Esq., at Honigman Miller Schwarts
and Cohn LLP, in Bloomfield Hills, Michigan, each of the Taubman
Leases contain prohibitions against the assignment of the tenant's
interest in the lease.  The assignment of the leases must qualify
pursuant to Section 365 of the Bankruptcy Code.

The Taubman Landlords complain that the Debtors' proposed budget
does not show any intention to pay its postpetition "stub" rent
due from January 12 to 31, 2006.

Mr. Conway asserts that the Debtors' agents should not be allowed
to use the landlords' real property for their own benefit without
at the very least making the landlords whole for all accrued
administrative rent and other charges.

In the event the Debtors' request is granted, the Taubman
Landlords ask the Court to provide that any lien pertaining to the
Taubman Leases will be in and to only the proceeds of those
leaseholds, and not against the leaseholds themselves.

The Taubman Landlords also ask the Court not to give the agents
and lenders any extraordinary rights not in accordance with
Section 365 of the Bankruptcy Code.

Furthermore, the Taubman Landlords ask Judge Bernstein to compel
the Debtors to immediately pay the January 2006 stub
administrative rent.

(4) Macerich Company, et al.

The Macerich Company, The Mills Corporation, Urban Retail
Properties, Inc., and Passco Real Estate Enterprises, Inc.,
complain that the Debtors' proposed budget does not provide the
payment of January 12 to 31, 2006, postpetition stub rent.

The Macerich Company, et al., are the owners or managing agents of
84 shopping centers throughout the United States where the Debtors
operate retail stores under real property leases.  The Leases
contain language prohibiting the transfer of any nature of the
Leases, including the mortgage of the Leases contemplated by the
DIP Financing Motion.

The Landlords do not necessarily object to the Debtors obtaining
postpetition financing, but the terms for the financing should be
appropriately proscribed to maintain the bargained-for exchange
negotiated by the Debtors and the Landlords, and preserve the
rights afforded to the Landlords under the Bankruptcy Code, Brian
D. Huben, Esq., at Katten Muchin Rosenman LLP, in Los Angeles,
California, tells the Court.

(5) Aronov Realty, et al.

Aronov Realty, Developers Diversified Realty Corporation, Federal
Realty Investment Trust, General Growth Management, Inc., Kravco
Simon Company, New Plan Excel Realty Trust, Inc., Union Station
Venture II, LLC, PREIT Services, LLC, and Simon Property Group
L.P., note that most of their Leases specifically prohibit the
Debtor from assigning, moving, mortgaging, hypothecating or
encumbering the Leases.

The Landlords are concerned with the possibility of liens being
placed on the non-residential real property leases to which the
Debtor is a party.

(6) Gregory Greenfield, et al.

Gregory Greenfield & Associates, Ltd., Jones Lang Lasalle
Americas, Inc., Weingarten Realty Management, Madison Monroe Mall
LLC, and Turnberry Associates assert that the DIP Financing
Motion is in direct violation of the term of their Leases because
it seeks to grant the Agent and the DIP Lenders a lien directly on
the Leases.

The Objectors argue that the Debtors and the DIP Lenders provide
no justification as to why they require a lien directly on the
leases, as opposed to having a lien solely on the proceeds from
the Lease dispositions.

Twelve landlords support the Objectors' assertions:

    * College Square Mall
    * Columbia Grand Forks Mall
    * EklecCo NewCo LLC
    * Marshall Town Center
    * Minot Dakota Mall LLC
    * North Grand Mall
    * Peru Mall
    * Steamtown Mall Partners L.P.
    * Sunset Mall
    * Vornado Realty L.P.
    * Westfield America
    * Westfield Corporation, Inc.

(7) Deluxe Media

Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in New York City, relates that Deluxe Media Services, Inc., has a
lien on the charges and expenses related to the warehousing of
$70,000,000 of inventory.  As of the Petition Date, the Debtors
owe Deluxe $27,000,000.  A portion of that claim is secured by the
Deluxe Lien.

To prevent suspension of services, to preserve its lien and to
provide adequate protection for the Deluxe Lien, the Debtors, the
DIP Lenders and the Second Lien Trade Creditors agreed that a
language protecting the Deluxe Lien will be added to the Final
DIP Order.  According to Mr. Califano, that language will provide
Deluxe with replacement liens as compensation for any diminution
in the value of its Lien.

Deluxe Media complains that the proposed Final DIP Order does not
contain the language it has negotiated with the Debtors and the
DIP Lenders.

                           *     *     *

The Court has rescheduled the Final DIP Hearing to today,
February 17, 2006, at 10:00 a.m.

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)


MUSICLAND HOLDING: Court Fixes May 1 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set May 1, 2006, as the last day for all creditors, other than
governmental units, to file prepetition claims against Musicland
Holding Corp. and its debtor-affiliates.

The Court also set July 12, 2006, as last day for all governmental
units to file prepetition claims.

                           Filing Claims

As previously reported in the Troubled Company Reporter on
Feb. 3, 2006, the Debtors require these persons or entities to
file a Proof of Claim on or before the Bar Date:

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

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

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

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

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

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

   * claims previously allowed by the Court;

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

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

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

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

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)


NBS TECHNOLOGIES: Balance Sheet Upside-Down by $6.48M at Dec. 31
----------------------------------------------------------------
NBS Technologies Inc. (TSX:NBS), disclosed its unaudited financial
results for the first quarter ended December 31, 2005.

For the first quarter ended December 31, 2005, the Company
recorded a net loss of $1.9 million compared with net loss of
$2.3 million in the first quarter of fiscal 2005.  Revenue for the
quarter totalled $14.3 million, a decrease from $16.6 million
reported in the first quarter of fiscal 2005.  The revenue
decrease relates primarily to elimination of lower-margin business
activities and delayed deal closings in the Smart Solutions
business unit.  Gross margins improved mainly as a result of
higher margin software and transaction sales from the payment
solutions business unit.

The Company's Smart Solutions business unit generated $9.8 million
in revenue, representing 69% of the Company's total revenue base.   
The Company's Payment Solutions business contributed $4.4 million
of revenue, a $0.3 million increase from the previous year.

"I am confident that we are transforming NBS into a higher-
performance business with increased potential for innovation and
growth.  Our primary priority remains returning the Company to
sustained profitability through continued re-structuring of our
operations to achieve higher gross margins and lower operating
expenses", stated Anthony Molluso, Chairman of NBS Technologies
Inc.

                             Outlook

"I remain confident that NBS is on the correct path to increase
our market share and return the company to long term profitability
by creating innovative solutions for major accounts in focused
market segments and re-structuring our operations to achieve
higher gross margins and lower operating expenses.  This effort,
combined with our dedication and commitment to customer service,
will allow us to realize our goal of achieving long-term,
sustainable growth and shareholder value", concluded Anthony
Molluso.

NBS Technologies Inc. (TSX:NBS) -- http://www.nbstech.com/--  
provides smart card manufacturing and personalization equipment,
secure identity solutions, and point of sale transaction services
for financial institutions, governments, and corporations
worldwide.  NBS Technologies is a global company with locations in
Canada, China, France, U.S., and the UK, along with a worldwide
dealer network.

As of December 31, 2005, the Company's equity deficit widened to
$6,480,000 from a $4,646,000 deficit at September 30, 2005.


NATIONAL GAS: Chap. 11 Trustee Wants to Use Cash Collateral
-----------------------------------------------------------
Richard M. Hutson, II, the Chapter 11 Trustee for National Gas
Distributors, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of California, for authority to use cash collateral
securing repayment of the Debtor's prepetition obligations to
First-Citizens Bank & Trust Company and Chatham Investment
Fund OP II, LLC.

The Trustee will use the cash collateral according to a four-week
budget.  A copy of this budget is available for free at
http://researcharchives.com/t/s?572

The Trustee offers to provide the Lenders with adequate protection
including:

   a) limiting the use of cash collateral; and

   b) providing creditors an administrative expense claim to
      the extent use of cash collateral results in a decrease
      in the value of the entity's interest in the property.

The Trustee assures the Court that the use of the cash collateral
will not prejudice the rights of the creditors asserting an
interest in the cash collateral.

National Gas Distributors, LLC -- http://www.gaspartners.com/--   
used to supply natural gas, propane, and oil to industrial,
municipal, military, and governmental facilities.  As of mid-
December 2005, the Company had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers. The Company filed for bankruptcy on January 20, 2006
(Bankr. E.D.N.C. Case No. 06-00166).  When the Debtor filed for
bankruptcy, it reported $1 million to $10 million in assets and
$10 million to $50 million in debts.


NATIONWIDE HEALTH: Posts $69.94M of Net Income in 2005 Fiscal Year
------------------------------------------------------------------
Nationwide Health Properties, Inc., reported its financial results
for the fourth quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Nationwide Health's net
income increased to $23,883,000 from a net income of $20,947,000
for the three months ended Dec. 31, 2004.

For the 12 months ended Dec. 31, 2005, total revenues increased to
$216,477,000 from total revenues of $179,388,000 for the year
ended Dec. 31, 2004.  For the 12 months ended Dec. 31, 2005, net
income decreased to $69,941,000 from a net income of $74,822,000
for the year ended Dec. 31, 2004.

For the fiscal year ended Dec. 31, 2005, Nationwide Health
reported total assets of $1,867,220,000 and total liabilities of
1,086,188,000.

                  2005 Financing Transactions

On Oct. 20, 2005 Nationwide Health closed on its new $700 million
senior unsecured credit facility that includes both a $600 million
revolving facility with a three year maturity and an option on its
part to extend for one year and a $100 million term loan with a
five year maturity.  That credit facility replaces the Company's
existing $400 million senior unsecured revolving credit facility
that was due to mature in April 2007.

The all-in drawn pricing is 110 basis points over LIBOR on the
revolving facility and the term loan, an improvement of 27.5 basis
points over the existing facility.

A full-text copy of Nationwide Health's Feb. 9 press release
outlining 2005 financial results is available for free at
http://ResearchArchives.com/t/s?56f

Headquartered in Newport Beach, California, Nationwide Health
Properties, Inc. -- http://www.nhp-reit.com-- is a real estate  
investment trust that invests in senior housing and long-term care
facilities.  The Company has investments in 447 facilities in 39
states in the United States.

                       *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Standard & Poor's Ratings Services affirmed its:

   * 'BBB-' corporate credit rating;
   * 'BBB-' senior unsecured debt rating; and
   * 'BB+' preferred stock rating

on Nationwide Health Properties Inc.

The affirmations affect approximately $570 million in outstanding
senior unsecured notes and $197 million in preferred stock.  The
outlook is stable.


NORTEL NETWORKS: CICC Seeks Court Clarification on Securities Suit
------------------------------------------------------------------
Chubb Insurance Company of Canada (CICC) filed a declaratory
action in the Ontario Superior Court of Justice in Toronto related
to its insurance policies for Nortel Networks Corporation (NNC).  
The action seeks a determination by the court regarding the
insurance coverage available for certain securities class action
lawsuits filed against NNC in the United States District Court for
the Southern District of New York (In Re Nortel Networks
Securities Litigation, No. 04 Civ. 02115 (GDB) (S.D.N.Y.)).  The
action asks a Canadian court to confirm that the directors and
officers' liability insurance policy CICC issued to NNC for the
Nov. 1, 2003 to Nov. 1, 2004 policy period is the policy that
responds to this securities litigation.  Declaratory actions are
typically filed to provide clarity and direction on complex,
disputed matters that affect multiple parties.

In the action filed on Feb. 15, 2006, CICC acknowledges its
obligation to provide coverage for this securities litigation
under the terms and conditions of this policy, except for certain
former officers of NNC whom NNC has terminated for cause.  NNC
similarly has never disputed the fact that any coverage CICC
provides for this securities litigation is provided solely under
this 2003-2004 Policy.

In connection with the proposed settlement of this securities
litigation recently announced by NNC, however, an issue has arisen
as to whether this litigation is covered under different policies
that CICC issued to NNC for an earlier policy period.  The earlier
CICC policies and the 2003-2004 policy differ in several respects,
including limits of coverage.  As the lead insurer in these
periods, CICC has brought the declaratory action to confirm that
it is the 2003-2004 policy that responds to this securities
litigation, and it looks forward to working cooperatively with NNC
to quickly resolve this issue.

Chubb Insurance Company of Canada has offices in Toronto,
Montreal, Vancouver and Calgary and employs an exclusive network
of more than 200 brokers across Canada.

The member insurers of the Chubb Group of Insurance Companies form
a multi-billion dollar organization providing property and
casualty insurance for personal and commercial customers worldwide
through 8,000 independent agents and brokers.  Chubb's global
network includes branches and affiliates in North America, Europe,
Latin America, Asia and Australia.

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.


O'SULLIVAN INDUSTRIES: Selling Unused Equipment for $1,100,000
--------------------------------------------------------------
Judge C. Ray Mullins of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates to sell certain Unused Equipment
following uniform Transaction Procedures.  The Debtors anticipate
the equipment sales will generate about $1.1 million.  

The Court further authorized the Debtors to employ X-Factory as
broker.

Pursuant to Section 363(f) of the Bankruptcy Code, the sale of the
Unused Equipment will be free and clear of liens and other
encumbrances, and will be exempt from transfer and other similar
taxes pursuant to Section 1146(c) of the Bankruptcy Code.

As previously reported in the Troubled Company Reporter on
Jan. 3, 2006, the Debtors were currently in the process of
evaluating the potential sale of certain equipment that is no
longer necessary for their operations.  The equipment has not been
used since 2000, and is currently in storage or occupying valuable
floor or warehouse space in Lamar, Missouri.

The Debtors estimate that the total net book value of the Unused
Equipment is $1,100,000, with individual items ranging from $0 to
$300,000 in value.

                      Transaction Procedures

The Debtors proposed these procedures:

   a. The Debtors will sell the Unused Equipment without
      satisfying the notice requirements for all sales that do
      not exceed $25,000 in total;

   b. For sales that exceed $25,000 in total, the Debtors will
      conduct individual sales of the Unused Equipment subject to
      the notice requirements;

   c. The Debtors will give notice of each proposed sale to:

        (i) the United States Trustee;

       (ii) counsel for the Official Committee of Unsecured
            Creditors;

      (iii) counsel for CIT/Group Business Credit, Inc.;

       (iv) counsel for the largest holders of the Debtors'
            10.63% senior secured notes due 2008;

        (v) counsel to The Bank of New York, as trustee under the
            Senior Secured Notes; and

       (vi) any holder of a known lien, claim or encumbrance
            relating to that property proposed to be sold, if
            any.

      In addition, the Debtors will give notice of each proposed
      sale to all likely potential purchasers of which they are
      aware.  The Notices will specify:

        (i) the identity of the proposed purchaser;

       (ii) the proposed purchase price; and

      (iii) a brief description of the property proposed to be
            sold;

   d. The Notice Parties will have two business days after the
      Notice is served to object to the proposed sale and any
      party would have two business days after the Notice is
      served to make a higher or better offer for the property
      proposed to be sold.  All objections and offers would be
      served by facsimile to:

         Dechert LLP
         30 Rockefeller Plaza
         New York, New York 10112
         Attn: Joel H. Levitin, Esq.
               David C. McGrail, Esq.
         Facsimile: (212) 698-3599

   e. If one or more parties timely makes an additional offer,
      the Debtors, after conferring with the Competing Offerors
      and the Proposed Purchaser to determine whether any of the
      party will enhance its offer, will propose to accept the
      offer that in their business judgment, is most beneficial
      to their estates.

      The Debtors will then send a second notice of the offer
      they propose to accept to the Notice specifying:

        (i) the identity of the Proposed Purchaser and the amount
            of its initial offer;

       (ii) the identity of any Competing Offeror and the terms
            of its offer;

      (iii) the identity of the party whose offer the Debtors
            propose to accept; and

       (iv) the reasons for the Debtors' conclusion;

   f. The Notice Parties will have two business days after the
      Second Notice is served to object to the offer the Debtors
      propose to accept.  All objections should be served by
      facsimile to:

         Dechert LLP,
         30 Rockefeller Plaza,
         New York, New York 10112
         Attn: Joel H. Levitin, Esq.
               David C. McGrail, Esq.
         Facsimile: (212) 698-3599

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No.
05-83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On
Sept. 30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PENNSYLVANIA REAL: Completes $90 Million Financing of Valley Mall
-----------------------------------------------------------------
Pennsylvania Real Estate Investment Trust (NYSE:PEI) completed a
$90 million financing of Valley Mall in Hagerstown, Maryland.  The
ten-year fixed-rate mortgage loan was provided by Eurohypo AG and
bears interest at a rate of 5.49%.  The proceeds were used to
repay a portion of the amount outstanding under the Company's
credit facility and for general corporate purposes.

"We are pleased with our progress in executing the Company's
ongoing capital plan. By placing long-term debt on this property,
PREIT has increased its available capacity under the credit
facility," Robert McCadden, Chief Financial Officer of PREIT,
said.  "As a result, PREIT will have additional financial
flexibility to fund the capital requirements of our announced
projects and to pursue additional growth initiatives."

Headquartered in Philadelphia, Pa., Pennsylvania Real Estate
Investment Trust -- http://www.preit.com/-- has a primary  
investment focus on retail shopping malls and power centers
(approximately 34.5 million square feet) located in the eastern
United States.  Founded in 1960 and one of the first equity REITs
in the U.S., PREIT's portfolio currently consists of 52 properties
in 13 states, including 39 shopping malls, 12 strip and power
centers and one office property.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2005,
Fitch Ratings has affirmed the preferred stock rating of 'B+' on
Pennsylvania Real Estate Investment Trust.  Fitch has also
established an issuer rating of 'BB' for P-REIT and revises its
Outlook to Positive from Stable.


PERFORMANCE TRANSPORTATION: Maintains Existing Cash Mgt. System
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates continue using their Cash Management System.

The Court also authorizes the Debtors to deposit funds in and
withdraw from their bank accounts by all usual means, including,
checks, wire transfers, electronic funds transfers, ACH payments
and other debits.

The Debtors' existing cash management system consists of various
operational accounts, Garry M. Graber, Esq., at Hodgson Russ LLP,
in Buffalo, New York, relates.

The principal components of the Debtors' Cash Management System
and of the flow of funds among their various bank accounts are:

A. General Concentration Account

   The Debtors' general operating account is maintained at U.S.
   Bank, National Association.  All payments and cash received by
   the Debtors are ultimately transferred into the General
   Concentration Account.  The Debtors use the General
   Concentration Account to fund all of the Debtors' other
   accounts.

B. Operating Accounts

   The Debtors conduct their business through certain operating
   companies each of which maintains a separate operating account
   at U.S. Bank or PNC Bank, National Association.  The operating
   accounts are:

      -- PLG Leasing Corp.
      -- E. and L. Transport Company L.L.C.
      -- Hadley Auto Transport
      -- Transportation Releasing L.L.C.
      -- Leaseway Motorcar Transport Company
      -- Leaseway legacy

   The Debtors receive payment from their customers by means of
   written checks or funds electronically transferred to the
   Operating Accounts.  At the end of each day, all funds in the
   Operating Accounts are consolidated and transferred into the
   General Concentration Account.

C. Payables and Payroll Accounts

   To satisfy their day-to-day obligations, some of the Debtors'
   operating companies maintain their own separate payable
   accounts at U.S. Bank:

      -- Performance Transportation Services, Inc.
      -- E&L
      -- Hadley
      -- Performance Logistics Group, Inc.
      -- Transportation Releasing
      -- Logistics Computer Services, Inc.
      -- Leaseway

   With the exception of the PTS, PLG and LCS payables accounts,
   funds contained in the General Concentration Account are
   transferred on an as-needed basis into the Operating Accounts
   and then from the Operating Accounts into the respective
   Payables Accounts.  With respect to the PTS, PLG and LCS
   payables accounts, funds are transferred directly from the
   General Concentration Account into their Payables Accounts.

   If payment to any of the Debtors' employees is not provided
   through the Payables Accounts, the employees are paid through
   one of five payroll accounts:

      -- PTS
      -- E&L
      -- Hadley
      -- Transportation Releasing
      -- Leaseway

   With the exception of the PTS payroll account, the Payroll
   Accounts are funded on an as-needed basis from funds
   transferred from the General Concentration Account to their
   Operating Accounts to their Payables Accounts and then
   ultimately into the Payroll Accounts.  The PTS payroll account
   is funded on an as-needed basis from funds transferred from
   the General Concentration Account into the PTS payable account
   and then into the PTS payroll account.

   Additionally, Leaseway Puerto Rico, a non-debtor affiliate,
   does not maintain its own independent payables or payroll
   accounts to pay its suppliers and employees.  Instead,
   Leaseway Puerto Rico pays expenses through the Leaseway
   payables and payroll accounts.

D. Standalone Accounts

   Though most of the Debtors' funds are swept into the General
   Concentration Account at the end of each day, any funds in the
   Administrative Expense Account, the Petty Cash Accounts, the
   Flexible Spending Account and the Leaseway Canada Account
   remain in those accounts and are not transferred to the
   General Concentration Account.

A flow chart of the Debtors' Cash Management System is available
for free at http://bankrupt.com/misc/PTS_CashMgmtSystem.pdf

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)


PIER 1: Sales Decline Prompts Moody's to Downgrade Rating to B1
---------------------------------------------------------------
Moody's Investors Service downgraded Pier 1's corporate family
rating to B1 from Ba2.  The rating outlook remains negative.  The
rating action follows Pier 1's continuing operating difficulties,
triggered by a general decline in same store sales over the last
two years, and Moody's expectation that store performance and
operating margins will likely be slow to rebound over the near
term.  The rating action also reflects an increase in leverage
following the companies recent $150 million unrated convertible
note offering.

The key rating drivers for Pier 1's B1 rating include:

   1) Business and cash flow volatility.  The high dependency on
      furniture sales, which tends to be more cyclical and  
      susceptible to economic slowdowns, is a credit weakness as
      is the company's decreasing operating cash flow over the
      last couple of years.  On the other hand, the consistent
      generation of over $1.7 billion of revenue the last three
      years and through the LTM ended November 2005 is a credit
      strength.

   2) Market position.  Pier 1's strong brand name and national
      presence is a credit positive, although its loss of market
      share to lower priced competitors is a significant credit
      challenge.  This loss of market share has contributed to
      continuing monthly same store sales compression in 28 of
      the last 35 months in addition to margin compression.     
      
      Although Moody's recognizes that the company had over 8%
      same store sales growth in January this growth may not be
      sustainable as it was fueled by promotional discounts.

   3) Strategy execution.  Pier 1's renewed focus of continually
      refreshing its merchandise and the new advertising
      campaign, should help increase customer traffic.  However,
      the new merchandising strategy of reducing the number of
      SKUs but offering newer products poses risks.  It remains
      to be seen how successful the new strategy will be to
      increase sales volume.

The key rating drivers for Pier 1's B1 rating also include:

   1) Real Estate.  The company's strategy of continually opening
      new stores every year generally helps offset Pier 1's
      continuing same store sale compression and sustain its
      brand image.  However, if the company's operations continue
      to decline, Moody's believes that the company will likely
      slow down its new store openings and may ultimately have to
      reduce its total number of stores.  The company's
      conversion of Cargo Kids stores to Pier 1 Kids stores
      capitalizes on Pier 1's brand name and is considered a
      credit strength.

   2) Financial policies.  Existing cash balances access to
      capital markets and access to a mostly undrawn but secured
      $325 million revolving credit facility provide sufficient
      liquidity.  That said, the company's additional leverage
      from the note offering and diminishing operating cash flow
      are key risks.  Pier 1's propensity to repurchase shares
      and issue dividends over the past few years poses
      additional financial risk, although the company's
      curtailment of share repurchases in fiscal 2006 and, more
      importantly, its stated intent to invest most of its future
      earnings for growth, moderates this risk.

   3) Key ratios.  Pier 1's sluggish operating performance amid
      continuing same store sales compression has resulted in
      deteriorating adjusted credit metrics. Of particular
      concern is the company's high and increasing leverage.  For
      example, debt/adjusted EBITDA increased to 6.9x in LTM
      ended November 2005 from 4.4x in fiscal 2004, while
      retained cash flow/adjusted debt decreased to 8.4% from 14%
      during the same period.  Decreasing adjusted EBIT margins
      and adjusted interest coverage are also concerns and
      adjusted interest coverage decreased to 2.1x.  Retained
      cash flow is defined as cash flow from operations less
      dividends but before working capital changes.

The negative outlook reflects Moody's belief that Pier 1's
deteriorating operating performance experienced over the last two
plus years will be slow to recover and that the company may
continue to consume operating cash flow over the next 12 to 18
months.  Moody's expects management to attempt to recoup its lost
market share through continued development of its marketing and
product strategies.

Moody's will consider stabilizing Pier 1's ratings if operations
and cash flow generation improve through a likely combination of:

   i) strong customer traffic coupled with same store sales
      growth; and

  ii) enhanced operating metrics to previous levels.

Ratings could be further lowered if Pier 1's same store sales
decline more than expected in the next few months or if Pier 1
does not return to same store sales growth in fiscal 2007 and
beyond.  Ratings could also be lowered if Pier 1's operating
performance continues to deteriorate resulting in adjusted EBIT
margins of less than 4%, adjusted leverage increases to 8.0x or
higher or adjusted interest coverage declines to about 1.5x or
lower.  Finally, ratings could also be lowered if the company's
operating cash flow does not show improvement or if Pier 1 were to
further increase debt levels in order to continue to grow its
store base, pay dividends or to repurchase stock.

Rating downgraded:

   * Corporate family rating to B1 from Ba2

Pier 1 is a specialty retailer, located in Forth Worth, Texas,
which operates principally through its Pier 1 Imports stores.
Sales for the LTM ended Nov. 2005, approximated $1.9 billion.


PHOTOCIRCUITS CORP: Wants to Continue Using Cash Collateral
-----------------------------------------------------------
Photocircuits Corporation asks the U.S. Bankruptcy Court for the
Eastern District of New York for permission to continue using cash
collateral securing repayment of its prepetition debts to Stairway
Capital Management, LP.

The Debtor wants continued access to Stairway's cash collateral in
order to meet payroll obligations and continue its efforts to
stabilize business operations.

The Debtor will use the cash collateral based on a four-week
budget.  A copy of the budget is available for free at
http://researcharchives.com/t/s?515

As reported in the Troubled Company Reporter on Dec. 23, 2005, the
Court authorized the Debtor to incur $7.33 million in postpetition
debt from Stairway, on an interim basis.  That post-petition loan
matured on January 31, 2006.  Without access to cash collateral at
this juncture, the company will not be able to continue in Chapter
11 and any recoveries by unsecured creditors will be severely
diminished.

To provide Stairway with adequate protection of its existing
liens, the Debtor proposes that Stairway will have superiority
administrative expense status and all obligations to Stairway will
be secured by superpriority liens taking priority over all other
liens on the Debtor's 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.


PINNACLE FOODS: S&P Rates Proposed $143 Mil. Loan B Add-On at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '2' to Pinnacle Foods Group Inc.'s (formerly
Pinnacle Foods Holding Corporation) proposed $143 million senior
secured term loan B add-on, indicating the expectation of
substantial recovery of principal (80%-100%) in a payment default
or bankruptcy scenario.
     
At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on the company.  The
outlook is negative.  Mountain Lakes, New Jersey-based pickle
frozen food producer will have about $1.06 billion in lease-
adjusted total debt outstanding at closing.
     
Proceeds from the new credit facility will be used to finance a
potential acquisition, expected to close in the near term.  The
rating on the proposed credit facility is based on preliminary
offering statements and is subject to review upon final
documentation.


PLYMOUTH RUBBER: Cleanosol Wants Brite-Line to Pay Royalty Fees
---------------------------------------------------------------
Cleanosol A.S., asks the U.S. Bankruptcy Court for the District of
Massachusetts, Eastern Division, to:

   a) compel Brite-Line Technologies, Inc., a debtor-affiliate of
      Plymouth Rubber Company, Inc., to pay its postpetition
      royalties to Cleanosol;

   b) compel Brite-Line to decide on its license agreement with
      Cleanosol; and

   c) in the alternative, grant Cleanosol relief from the
      automatic stay to terminate the license agreement.

A hearing to consider Cleanosol's request is scheduled to
Apr. 10, 2006, at 11:00 am.

The Debtor and Cleanosol are parties to a license agreement dated
October 31, 2000, which allowed the Debtor to be the exclusive
United States licensee of a road marking technology known as
"DropOnLine".

Cleanosol argues that the Debtor continues to use and benefit from
the road marking technology, without making any postpetition
royalty payments.  Cleanosol asserts that is owed approximately
$12,500 as a minimum royalty fee for the period from July 5, 2005,
through December 31, 2005.

Similarly, since the Petition Date, the Debtor has not filed
royalty reports with Cleanosol as required by the License
Agreement, hence, Cleanosol insists that it reserves its right to
increase the amount owed.

Cleanosol A.S. -- http://www.cleanosol.com/-- is the Norwegian  
subsidiary for contracting operations of Cleanosol AB, a road
marking company based in Sweden.

Headquartered in Canton, Massachusetts, Plymouth Rubber Company,
Inc., manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  John J.
Monaghan, Esq., at Holland & Knight LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated $10 million to $50
million in assets and debts.

As reported in the Troubled Company Reporter on Feb. 16, 2006, the
Plymouth Rubber has proposed a Joint Plan of Reorganization and
filed a First Amended Disclosure Statement.  The Debtor's Plan
offers to compromise and settle unsecured creditors' claims for a
25% cash payment.


PRESTWICK CHASE: Wants to Refinance APC's $1.7-Mil. Secured Claim
-----------------------------------------------------------------
Prestwick Chase, Inc., asks the U.S. Bankruptcy Court for the
Northern District of New York to approve a secured debt
refinancing transaction that will pave the way for dismissal of
the company's chapter 11 proceeding.

The Debtor reminds the Court that it has already approved a
settlement agreement under which the Debtor will pay APC Partners
II, LLC, as assignee of Ballston Spa National Bank, $1,700,000.

The Debtor has one more secured obligation owed to M & T Real
Estate Trust, as successor-in-interest to M & T Real Estate, Inc.  
Prestwick Chase has obtained a commitment from The Community
Preservation for $14 million that will pay-off M & T.

Together, the Debtor indicates, these refinancing transactions
will save the Debtor not less than $2.5 million.

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing and
independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


RADNOR HOLDINGS: S&P Lowers Senior Unsecured Notes' Rating to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Radnor, Pennsylvania-based Radnor Holdings Corp. to
'CCC-' from 'CCC+'.  At the same time, Standard & Poor's lowered
its rating on Radnor's senior unsecured notes to 'CC' from 'CCC-'.
     
All ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 20, 2003.  The CreditWatch
placement followed the company's debt-financed acquisition of
Polar Plastics Inc., but has focused subsequently on Radnor's
deteriorating financial performance and business challenges.  
Total debt outstanding, including the present value of operating
leases, as of Sept. 30, 2005, was approximately $362 million.
      
"The downgrade reflects increased financial risk arising from a
decline in earnings and cash flow in the past several quarters,
and from Radnor's inability to meaningfully improve its already
weak liquidity ahead of approximately $10 million in interest
payments due within the next month," said Standard & Poor's credit
analyst Paul Kurias.
     
Profitability and cash flow generation declined during the first
nine months of 2005 due to cost increases in raw materials and a
delay in the commercial introduction of polypropylene cold drink
cups.  As a result, liquidity at Sept. 30, 2005, was constrained
with cash balances at about $2 million and availability under the
revolving credit facility of about $8 million.  While not yet
reported, Standard & Poor's remains concerned that subsequent
pressure on profitability and cash flow in the fourth quarter of
2005, could heighten liquidity concerns or at least have
forestalled the necessary improvements to support the previous
ratings.
     
Increases in raw-material costs and higher working capital
requirements from the introduction of new products are likely to
have hurt operating performance for the fourth quarter.  In
addition, there remains uncertainty with respect to the timing of
cash contributions from the launch of new products that are
important to Radnor's turnaround.  Proceeds from the sale of
non-core assets and an IPO have not materialized as anticipated
and are not factored in at the current ratings.  Consequently,
liquidity levels and cash flow generation are likely to remain low
relative to the size of the interest payout and working capital
and capital expenditure requirements.
     
The CreditWatch listing will be resolved after an assessment of
Radnor's prospects to restore credit quality and improve
liquidity.  The company has been able to raise new finances and
take some steps toward the rollout of new products.  However, the
ratings could be lowered again if liquidity deteriorates further
or if Radnor is unable to solidify its financial profile.
Conversely, the receipt of cash proceeds from an asset sale or a
meaningful operational turnaround will result in a reevaluation of
Radnor's liquidity position and would add support to the ratings.


S-TRAN HOLDINGS: Court Gives Final Nod to Use Cash Collateral
-------------------------------------------------------------
Accordingly, S-Tran Holdings, Inc., and LaSalle Business Credit,
LLC, presented a stipulation to the U.S. Bankruptcy Court for the
District of Delaware allowing the Debtor to continue using cash
collateral through Feb. 10, 2006, subject to possible extension
through March 31, 2006, if agreed by the parties.  The Bankruptcy
Court put its stamp of approval on the consensual post-petition
financing arrangement.

              Accounts Receivable and Other Proceeds

The parties also agreed that until LaSalle is repaid in full, for
any given week starting the week of Jan. 2, 2006, it will retain
$25,000 of cash collateral collected by the Debtor during that
week.  In the event that the cash collateral collected by the
Debtor is not sufficient to pay the budgeted items for that week,
then the Lender will retain only $20,000 of cash collateral for
that week, but will retain an additional $5,000 the following
week, so that for every consecutive 2-week period, a total of
$50,000 will be remitted to it.

                        Insurance Proceeds

The parties further agree that until LaSalle is repaid in full, it
will retain 85% of all proceeds related to any reimbursements,
refunds or any other refunds received to the Debtor relating to
Protective Insurance Company, Liberty Mutual Insurance Company,
and any other insurance policies held by the Debtor.  The
remaining 15% of the Insurance Proceeds will be held by LaSalle in
the segregated account and may be used by the Debtor to the extent
needed to pay the budgeted amounts.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAINT VINCENTS: Objects to Lift-Stay Motions Filed by 18 Claimants
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates object to the motions for relief from stay to
pursue medical malpractice claims filed by 18 Claimants and Alex
Cooke.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the U.S. Bankruptcy Court for the Southern District of New
York that the Debtors have developed a workable system for
addressing requests for relief from stay during the course of
their Chapter 11 cases.  

The system balances the Debtors' need to conserve estate assets
and flexibility while a reorganization is being pursued and the
desire of malpractice claimants to liquidate claims based on the
availability of third-party commercial insurance to pay defense
costs and a claimant's willingness to limit recoveries to
available insurance proceeds.

As previously reported, the Debtors intend to develop and submit
for Court approval a compulsory mediation program as a means to
liquidate these claims by February 28, 2006.

Accordingly, the Debtors ask the Court to maintain the automatic
stay unless a claimant agrees to limit claims or recoveries
consistent with Categories One and Two.

                        Claimants Respond

A. Patsy Merola

Patsy Merola, as administrator of the Estate of Wanda Merola,
argues that the Debtors' categorization of creditors and the
creation of a "compulsory mediation process" fail to consider her
position.

Howard A. Suckle, Esq., at Suckle, Schlesinger & Leifert PLLC, in
New York, tells the Court that unlike other medical malpractice
claimants, Ms. Merola has a wholly separate third-party who is
responsible for paying a judgment in her favor in the form of a
Surety Bond posted during the Debtors' Appeal of the Judgment
before the Petition Date.

There is no commercial coverage for Ms. Merola to agree to accept
as per the stipulations or to cover the cost of the defense of
his claim as the reason offered by the Debtors' for the proposal
of a compulsory mediation process.  All that needs to be done in
Ms. Merola's case is the entry of the Judgment and Ms. Merola can
then proceed against the third-party surety, Mr. Suckle asserts.

Accordingly, Mr. Merola asks the Court to reject the Debtors'
request to categorize creditors and create a compulsory
mediation process.

B. 18 Claimants

In separate objections, 18 Claimants argue that the Debtors did
not accurately state the facts and circumstances surrounding
their requests to lift the automatic stay.

The Claimants refuse to stipulate to the compulsory mediation
process.  They find that the terms offered by the Debtors are
unacceptable.

Nevertheless, the Claimants say that they are still willing to
enter into a Stipulation that allows for collection of a judgment
or settlement up to and including the amount of primary insurance
available.

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)


STATE STREET: Hires Raichle Banning as New Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave State Street Houses, Inc., and its debtor-affiliate, State
Street Associates, L.P., permission to employ Raichle Banning
Weiss, PLLC as their replacement bankruptcy counsel.

By order of the Court, the Debtors' previous general bankruptcy
counsel, Hancock & Estabrook, LLP was granted leave to withdraw
from legal representation of the Debtors.

Raichle Banning will:

   1) prepare the Debtors' statement of financial affairs, assist
      in negotiations with creditors, including the secured
      lenders and with taxing authorities, and assist in examining
      liens against real and personal property;

   2) advise the Debtors with respect to the restructuring and
      refinancing of their debt;

   3) prepare and file on behalf of the Debtors, all necessary
      applications, motions, orders, reports, complaints, answers
      and other pleadings and documents in the administration of
      the Debtors' estates;

   4) take all necessary actions to protect and preserve the
      Debtors' estates, including:

      a) the prosecution of actions on the Debtors' behalf, the
         defense of any actions commenced against the Debtors, and

      b) negotiations in connection with any litigation in which
         the Debtors are involved and objections to claims filed
         against the Debtors' estates;

   5) advise and assist the Debtors in the negotiation and
      documentation of cash collateral orders and their related
      transactions;

   6) assist in developing, negotiating and drafting an amended
      disclosure statement and plan of reorganization; and

   7) render all other legal services to the Debtors that are
      necessary in their chapter 11 cases.

Arnold Weiss, Esq., a member at Raichle Banning, is one of the
lead attorneys from the Firm performing services to the Debtors.  
Mr. Weiss charges $250 per hour for his services.

Bankruptcy Court records don't show if Raichle Banning received a
retainer, nor do they disclose the Firm's professionals'
compensation rates.  

Raichle Banning assures the Court that it does not represent any
interest materially adverse to the Debtors and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Utica, New York, State Street Houses, Inc., is a
New York Corporation and legal titleholder of Kennedy Plaza
Apartments in Utica, New York.  The Company and its affiliate,
State Street Associates, L.P., filed for chapter 11 protection on
May 21, 2004 (Bankr. N.D.N.Y. Case No: 04-63673).  When the
Debtors filed for chapter 11 protection, they reported estimated
assets and debts amounting between $10 million to $50 million.


STOCKHORN CDO: Fitch Affirms $5 Million Class E Notes' BB- Rating
-----------------------------------------------------------------
Fitch Ratings affirmed seven classes of notes issued by Stockhorn
CDO, Limited and removed them from Rating Watch Negative.  These
actions are the result of Fitch's review process:

    -- $11,500,000 class A affirmed at 'AAA'
    -- $10,000,000 class B affirmed at 'AA-'
    -- $3,000,000 class C-1 affirmed at 'BBB+'
    -- $5,500,000 class C-2 affirmed at 'BBB+'
    -- $3,000,000 class D-1 affirmed at 'BBB-'
    -- $2,000,000 class D-2 affirmed at 'BBB-'
    -- $5,000,000 class E affirmed at 'BB-'

Stockhorn CDO, Limited I is a static-pool, synthetic
collateralized debt obligation structured by Swiss Re Capital
Markets.  The CDO was established in July 2002 to issue
approximately $40 million in notes that reference a $500 million
portfolio of investment grade credit default swaps.  The proceeds
of the notes were utilized to enter into a deposit swap with Swiss
Re Financial Products, which expires in August 2007.

These affirmations and removal from Rating Watch Negative are due
to a combination of a higher than expected settlement on the
Delphi Corporation credit event and continued seasoning of the
transaction, resulting in adequate remaining first loss
protection.  Fitch placed this transaction on Rating Watch
Negative on Oct. 13, 2005, following Delphi Corporation's filing
under Chapter 11.  The settlement resulted in a 51% loss ($2.55
million) on the $5 million reference obligation.  The reserve
account, funded by excess spread, buffered the reduction of the
first loss piece to approximately $1.7 million, leaving
approximately $8.2 million in remaining subordination.  In
addition, required credit enhancement levels declined due to the
narrowing window of time before the expiration of the transaction.

The ratings of the notes address the timely payment of interest
and the ultimate payment of principal.  Fitch will continue to
monitor and review this transaction for future rating adjustments.


TELOGY INC: Wants to Hire Independent Equipment as Appraiser
------------------------------------------------------------
Telogy, Inc., and e-Cycle, LLC, ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Independent Equipment Company as their appraiser.

The Debtors selected IEC because of the firm's expertise in
providing valuation services, coupled with its prior experience in
providing appraisal services to the Debtors.

IEC will perform a review appraisal of a portfolio of
approximately 17,900 test and measurement equipment.  The Debtors
require an appraisal of the equipment for audit and other
purposes.

The Debtors tell the Court that before they filed for bankruptcy,
IEC provided them with similar equipment appraisals and was paid
about $37,500 for its services.  The Debtors clarify that they owe
no amounts to IEC as of the petition date and that IEC has not
been paid any retainer.

IEC will receive a $27,500 flat fee plus reimbursement of actual
and reasonable expenses.

Given the nature of IEC's services, the Debtors ask the Court to
fix IEC's Compensation and authorize payment of the Compensation,
without further Court order as an administration expense.

To the best of the Debtors' knowledge, IEC does not represent any
interest adverse to them and the estates and is "disinterested"
under applicable sections of the Bankruptcy Code.

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test  
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc., and its
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.

As reported in the Troubled Company Reporter on Feb. 8, 2006,
Telogy and e-Cycle filed a Joint Plan of Reorganization with the
U.S. Bankruptcy Court for the Northern District of California on
January 23, 2005.  The Joint Plan proposes that (x) secured
creditors will own the Reorganized Company; (y) unsecured
creditors will share, pro rata, a $100,000 pot of money; and (z)
subordinated debt holders will receive a small basket of new stock
and warrants.  


TITAN CRUISE: Wants to Reject St. Petersburg Operational Pact
-------------------------------------------------------------
Titan Cruise Lines, Inc., seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida, to reject its
berthing and operational agreement with the City of St.
Petersburg, Florida.

The Debtor wants to walk away from the Agreement because it's no
longer a source of potential value to the estate, creditors, or
anybody else, Gregory M. McCoskey, Esq., at Glenn Rasmussen
Fogarty & Hooker, P.A., in Tampa, Florida, says.  

To avoid the accrual of additional administrative expenses, the
Debtor asks that the rejection be effective as of Jan. 31, 2006.

Titan also asks the Court to establish a deadline for the City to
file any rejection damage claim.  

Pursuant to the five-year Agreement dated Sept. 15, 2003, the
Debtor leased certain facilities at the port of St. Petersburg for
the purpose of berthing the Ocean Jewel, a casino gaming vessel,
and the shuttles used to transport passengers to and from the
Ocean Jewel while offshore.  The Agreement also provided for
leased areas for passengers to park and to congregate while
waiting to board the shuttles.  The Debtor agreed to pay the City
a $9,000 monthly dockage fee, plus passenger wharfage fees and
other charges.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TITAN CRUISE: Wants to Walk Away from Aristocrat License Agreement
------------------------------------------------------------------
Titan Cruise Lines, Inc., seeks permission from the U.S.
Bankruptcy Court for the Middle District of Florida, to reject its
license agreement with Aristocrat Technologies, Inc.

Pursuant to the Agreement, the Debtor purchased certain equipment
and components from ATI.  ATI then granted the Debtor a license to
use "Oasis" -- a standard version of ATI's slot accounting and
player tracking software -- for a 30-year term.

The Debtor wants to reject the Agreement because it is burdensome
to the estate.  To avoid the accrual of additional administrative
expenses, the Debtor asks that the rejection be effective as of
Jan. 31, 2006.

Titan also asks the Court to establish a deadline for ATI to file
any claim on account of the rejection.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TITANIUM METALS: Discloses Preliminary 2005 Financial Results
-------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) reported that full year
2005 sales revenue increased 50% to approximately $750 million,
compared to 2004 sales revenue of $501.8 million.  The increase in
sales revenue results from increases in volumes and average
selling prices for both melted and mill products.  Mill product
average selling prices increased approximately 31% and melted
product average selling prices increased approximately 50% during
2005, as compared to 2004.  Mill product sales volumes increased
approximately 11% while melted product sales volumes increased
approximately 6% during 2005, as compared to 2004.

The Company expects full year 2005 operating income of
$170 million to $175 million, compared to operating income of
$43.0 million for 2004.  The increase in operating income
primarily results from higher selling prices and volumes for both
melted and mill products, offset in part by higher raw material
costs.  Operating income in 2004 has been restated for the effects
of the Company's previously reported change its method for
inventory costing from the last-in, first-out cost method to the
specific identification cost method for the approximate 40% of the
Company's consolidated inventories previously accounted for under
the LIFO cost method.

The Company expects full year 2005 net income attributable to
common stockholders of approximately $142 million to $147 million,
compared to $43.3 million (as restated) for 2004.  The 2005 net
income attributable to common stockholders includes:

   (1) a $13.9 million pre-tax non-operating gain on the sale of
       certain property; and

   (2) a $51 million income tax benefit related to the reversal of
       the Company's deferred tax valuation allowance in the U.S.
       and the U.K.

The Company's backlog at the end of December 2005 was a record
$870 million, a $160 million (23%) increase over the $710 million
backlog at the end of September 2005 and a $420 million (93%)
increase over the $450 million backlog at the end of December
2004.

The Airline Monitor, a leading aerospace publication, recently
issued its January 2006 semiannual forecast for commercial
aircraft deliveries.  In this new forecast, The Airline Monitor
increased its estimate of large commercial aircraft deliveries
over the next five years beginning in 2006 by 513 planes, a 12%
increase over its July 2005 forecast.  This forecast includes a
20% increase in Boeing 787 wide bodies, which are expected to
require a higher percentage of titanium in their airframes,
engines and other parts than any other commercial aircraft.  The
Company continues to believe that the titanium industry is in the
early stages of the business cycle and that the current uptrend
will likely continue beyond 2006.

As a result, the Company currently expects full year 2006 net
sales revenue will increase by 35% to 50% from 2005.  This
increase is primarily driven by expected continued increases in
melted and mill product average selling prices.  Although raw
material and other costs will likely continue to increase in 2006
as well, the Company expects to achieve significant operating
income growth again in 2006, with anticipated full year 2006
operating income at levels 35% to 50% higher as compared to
operating income in 2005.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal
products.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.


THOMAS LINDSAY: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas A. Lindsay
        3868 Stanley Road
        Columbiaville, Michigan 48421

Bankruptcy Case No.: 06-30228

Chapter 11 Petition Date: February 14, 2006

Court: Eastern District of Michigan (Flint)

Judge: Walter Shapero

Debtor's Counsel: Dennis M. Haley, Esq.
                  Winegarden, Haley, Lindholm & Robertson, P.L.C.
                  G-9460 South Saginaw Street, Suite A
                  Grand Blanc, Michigan 48439
                  Tel: (810) 579-3600

Total Assets: $4,027,660

Total Debts:  $1,704,593

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Ferrell Gas                                       $1,000
390 Lake Nepessing Road
Lapeer, MI 48446

Lapeer County EMS                                   $500
3056 Davison Road, Ste 1
Lapeer, MI 48446

DTE Energy                                          $135
P.O. Box 2859
Detroit, MI 48260

Verizon                                              $29

Capitol One                                          $10

Mastercard                                            $7


TRENBERTH LLC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Trenberth, LLC
        3950 Venture Court
        Columbus, Ohio 43228

Bankruptcy Case No.: 06-50497

Chapter 11 Petition Date: February 16, 2006

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Michael D. Bornstein, Esq.
                  Ricketts Co., LPA
                  580 South High Street, 3rd Floor
                  Columbus, Ohio 43215
                  Tel: (614) 358-8052

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Oak Hill Bank                            $3,500,000
   445 East Main Street
   Columbus, OH 43215

   Osram Sylvania Products                    $400,000
   100 Endicott
   Danvers, MA 01923

   ADT                                         $21,814
   P.O. Box 96175
   Las Vegas, NV 89193

   Onda Labuhn & Rankin                         $3,829

   Roof Craft Systems                           $3,340

   Safeco                                       $3,192

   Bildsten Landscape Services                    $150

   Tour Andover                                   $120

   Plank & Brahm                                   $85


URSTADT BIDDLE: Fitch Affirms $114 Mil. Pref. Stocks' Rating at BB
------------------------------------------------------------------
Fitch Ratings affirmed the 'BB' rating of the preferred stock
($114 million outstanding) of Urstadt Biddle Properties Inc.
(NYSE: UBA).

The ratings reflect UBP's low leverage and strong coverage ratios
in comparison to comparably rated REITs.  The company generates
stable, consistent cash flows through the ownership of solid
quality, predominantly grocery-anchored shopping centers located
primarily in the high income, mature suburban markets of Fairfield
County, Connecticut and Westchester and Putnam counties in New
York, which together comprise 83% of the company's gross leaseable
area.  In addition, the management team is well seasoned with
highly localized expertise, and the company has reasonable lease
expiration and debt maturity schedules.  Moreover, the company's
lack of development projects or complicated joint venture
structure is also looked upon favorably.

The ratings acknowledge the significant geographic, asset, and
tenant concentrations inherent in the portfolio and the overall
small size of the company ($520 million in undepreciated book
capital).  Out of UBP's 26 core retail properties, 23 are located
in one of three suburban metropolitan New York counties.  While
this represents 83% of gross leaseable area and 87% of net
operating income (NOI), these are strong markets in which to be
located due to their high income, above-average barriers to entry,
and mature nature.  Furthermore, single asset concentration and
size is a concern as the company's portfolio consists of 34 total
properties and UBP's three largest assets comprise approximately
31% of total company NOI.

Support for the rating comes from strong coverage of both interest
expense and preferred stock dividends and low leverage levels.
This is exemplified by an EBITDA coverage of interest expense of
5.2x and a fixed-charge coverage of 2.5x.  In addition, debt-to-
total book capitalization and debt plus preferred-to-total book
capitalization are 22% and 43%, respectively.  The company has
approximately $112 million of debt, all of which is secured, and
none of the company's outstanding debt carries a variable rate.
The company's mortgage debt is secured by 14 of the company's 34
properties, which represent $246 million of gross book value.

Urstadt Biddle Properties Inc. is a fully integrated, self-
administered real estate investment trust, which acquires, owns,
and leases primarily grocery-anchored retail shopping centers,
with most of the properties located in suburban metropolitan New
York markets in Connecticut and New York state.  The company owns
34 properties aggregating 3.7 million square feet of space located
in nine states, with 26 of them considered core retail properties.
The company currently has total assets of $464 million, total debt
of $112 million, and an undepreciated total book capital of $520
million.


USI HOLDINGS: Moody's Rates New Sr. Secured Credit Facility at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new senior
secured credit facilities to be arranged by USI Holdings
Corporation.  Proceeds from the new facilities will be used to
refinance all outstanding amounts under the company's existing
credit facilities and for general corporate purposes.  

USIH currently has an approximate $210 million senior secured term
loan due in 2008 and a $30 million senior secured revolving credit
due in 2007.  The purpose of the refinancing is to increase the
total amount of the facilities, enhance financial and operating
flexibility and extend maturities.  The rating outlook is stable.

Moody's said that its rating on USIH reflects the company's
expertise in serving small and mid-sized businesses, its strategic
focus on cross-selling to strengthen client relationships, and its
stable operating margins.  These strengths are partly offset by
the company's modest size relative to the largest global brokers,
and by the integration risk associated with its acquisition
strategy.  USIH has posted fairly volatile net results over the
past several years, largely because of costs associated with
discontinued operations.  The company's bank facilities are
guaranteed by and secured by the stock of all significant
subsidiaries.

Like other brokers, USIH faces regulatory inquiries into market
practices, and related litigation.  In response to such inquiries,
several of the largest brokers have made pricing structure
reforms, including the elimination of contingent commissions paid
by insurance carriers.  Moody's noted that if similar reforms are
someday imposed on smaller brokers that still receive contingent
commissions, such as USIH, these firms could face margin
compression.

Moody's identified these factors that could lead to an upgrade of
USIH:

   -- sustained operating margins above 15%;

   -- sustained net profit margins above 5%;

   -- EBIT coverage of interest consistently above 3 times; and

   -- a debt-to-EBITDA ratio consistently below 4 times.

Factors that could lead to a downgrade include:

   -- deterioration in operating margins to less than 10%;

   -- EBIT coverage of interest below 2 times;

   -- a debt-to-EBITDA ratio above 5 times; or

   -- material adverse developments in connection with regulatory
      proceedings or related litigation.

USIH, based in Briarcliff Manor, New York, ranks among the 10
largest U.S. insurance brokers.  For the first nine months of
2005, the company reported total revenues of $371.8 million and
net income of $4.5 million.  Shareholders' equity was $404.5
million as of Sept. 30, 2005.


VALLEY FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Valley Food Services, L.L.C.
        1310 South 58th Street
        St. Joseph, Missouri 64507

Bankruptcy Case No.: 06-50038

Type of Business: The Debtor sells and distributes food
                  and paper products to restaurants.  
                  See http://www.valleyfoodservices.com/

Chapter 11 Petition Date: February 14, 2006

Court: Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Laurence M. Frazen, Esq.
                  Cynthia Dillard Parres, Esq.
                  Bryan Cave LLP
                  3500 One Kansas City Place
                  1200 Main Street
                  Kansas City, Missouri 64105
                  Tel: (816) 374-3200
                  Fax: (816) 374-3300

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Coca-Cola                     Trade Debt                $610,818
P.O. Box 102499
68 Annex
Atlanta, GA 30368

Penske Truck Leasing          Trade Debt                $499,726
3600 West 65th Street
Little Rock, AR 72209

Dr. Pepper Company            Trade Debt                $437,493
5301 Legacy Drive
Plano, TX 75024

West Liberty Foods            Trade Debt                $412,025
37401 Eagle Way
Chicago, IL 60678

Birchwood Foods               Trade Debt                $410,375
3111 152nd Avenue
Kenosha, WI 53141

Surlean Foods                 Trade Debt                $409,971
1545 South San Marcos
San Antonio, TX 78207

Pilgrim's Pride Corp.         Trade Debt                $405,269
4840 US Highway 271 North
Pittsburgh, TX 75686

Pepsi Cola Company            Trade Debt                $388,896
P.O. Box 10
Winston - Salem, NC 27102

Simmons Foods Inc.            Trade Debt                $377,587
601 North Hico
Siloam Springs, AR 72761

Dairy Farmers of America      Trade Debt                $319,083
10525 North Ambassador Drive
Kansas City, MO 64153

Schreiber Foods Inc.          Trade Debt                $315,174
P.O. Box 19010
Green Bay, WI 54307

Casa De Oro                   Trade Debt                $313,508
4433 South 94th Street
Omaha, NE 68127

Dopaco Packaging              Trade Debt                $294,373
100 Arrandale
Exton, PA 19341

Cargill, Inc.                 Trade Debt                $282,185
Meat Solutions/Oil/Foods
151 North Main
Wichita, KS 67202

Frito-Lay, Inc.               Trade Debt                $254,592
7701 Legacy Drive
Planto, TX 75024

Fresh Express Inc.            Trade Debt                $248,520
950 Blanco Road
Salinas, CA 93901

International Paper Co.       Trade Debt                $235,545
4049 Willow Lake Boulevard
Memphis, TN 38118

Liberty Fruit Co.             Trade Debt                $220,891
1247 Argentine Boulevard
Kansas City, MO 66105

Cavendish Farms               Trade Debt                $208,899
5855 3rd Street
Southeast Jamestown, ND 58401

Huhtamaki Plastics Inc.       Trade Debt                $182,826
9201 Packaging Drive
Desoto, KS 66018


WALTER DUNN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Walter C. Dunn and Sally J. Dunn
         102 Truehart Way
         Morrisville, North Carolina 27560

Bankruptcy Case No.: 06-00197

Chapter 11 Petition Date: February 15, 2006

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtors' Counsel: Jason L. Hendren, Esq.
                  Kirschbaum, Nenney, Keenan & Griffin, P.A.
                  P.O. Box 19766
                  Raleigh, North Carolina 27619
                  Tel: (919) 848-0420
                  Fax: (919) 848-4216

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
CIT Small Business Lending       Loan Guaranty       $1,026,878
P.O. Box 1529
Livingston, NJ 07039-1529

J.E. Brown & Associates          Loan Guaranty         $258,406
213 Riverwood Drive
Clayton, NC 27520

Schlotzsky's Ltd.                Royalty and           $252,258
203 Colorado Street              Advertising
Austin, TX 78701-3922

Buckhead Properties, LLC         Lease                 $250,000
1000 Darrington Drive, Suite 105
Cary, NC 27513

James E. Brown                   Lease                 $147,000

Crescent State Bank              Loan Guaranty         $130,977

SI Restructuring                 Royalty and           $107,131
                                 Advertising

James E. Brown                   Loan Guaranty          $48,323

Trustreet Properties             Lease                  $38,760

CIT Small Business Lending       Loan Guaranty          $30,733

Bankcard Services                Credit card            $22,192
                                 purchases

MBNA America                     Credit card            $15,091
                                 purchases

Capital One Bank                 Credit card            $12,992
                                 purchases

The GM Card                      Credit card            $11,014
                                 purchases

Visa Gold                        Credit card             $6,981
                                 purchases

Discover Platinum                Credit card             $6,058
                                 purchases

Capital One Lowes                Credit card             $6,013
                                 purchases

Capital One, F.S.B.              Credit card             $5,375
                                 purchases

Bank of America Visa             Credit card             $5,043
                                 purchases

Visa - Deere Harvester           Credit card             $5,027
                                 purchases


WARRIOR ENERGY: Plans to Raise $172.5 Million in Stock Sale
-----------------------------------------------------------
Warrior Energy Services Corporation fka Black Warrior Wireline
Corporation disclosed the filing of a registration statement on
Form S-1 for the sale of up to $172.5 million of common stock by
the Company and selling securityholders.  The Company expects to
use the proceeds it receives from the offering to simplify its
capital structure by repurchasing outstanding derivative
securities and to reduce debt.

Raymond James & Associates, Inc., Simmons & Company International
and Johnson Rice & Company L.L.C. will be acting as underwriters
in this offering.  When available, a preliminary prospectus
relating to these securities may be obtained from Raymond James &
Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716.

Warrior Energy Services Corporation fka Black Warrior Wireline
Corporation is a natural gas and oil well services company that
provides cased-hole wireline and well intervention services to E&P
companies.  The Company has applied to list the common stock on
the Nasdaq National Market under the symbol "WARR".  The current
trading symbol for the common stock on the over-the-counter market
is "WGSV".

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2005,
Black Warrior Wireline Corp. delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.

The Company reported $2,223,728 of net income on $17,421,589
of net revenues for the quarter ending September 30, 2005.
At September 30, 2005, the Company's balance sheet showed
$36,427,947 in total assets and $55,052,978 in total debts.
As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.


WILLIAMS CONTROLS: Balance Sheet Upside-Down by $917K at Dec. 31
----------------------------------------------------------------
Williams Controls, Inc., delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 13, 2006.

For the three months ended Dec. 31, 2005, Williams Controls earned
$1,527,000 of net income, compared to $1,714,000 of net income for
the corresponding quarter in fiscal 2005.  

The Company reported $16,132,000 of net sales the first quarter of
fiscal 2006, up 6.3% from $15,169,000 of net sales reported in the
corresponding quarter last year.  The increase in sales was
primarily due to higher unit volumes of electronic throttle
control systems to the Company's heavy truck, transit bus and off-
road customers, specifically in the North American markets, and to
a lesser extent increases in sales of pneumatic control systems.

The Company's balance sheet at Dec. 31, 2005, showed $30,389,000
in total assets and liabilities of $$31,306,000, resulting in a
stockholders' deficit of $917,000.


                   Growth Initiatives

Williams Controls initiated several strategic growth initiatives
in mid-2005, including:

     -- establishment of sales and manufacturing operations in
        China;

     -- opening of a sales and technical office in Europe;

     -- development of sensors for use in the Company's electronic
        throttle control product lines; and

     -- administration and systems infrastructure improvements to
        support its China operations, which contributed to higher
        operating expenses.

Williams Controls' Chief Executive Officer, Patrick W. Cavanagh,
stated, "During the quarter we continued to make progress on
important strategic initiatives such as ramping up production of
selected throttle control products at the new China manufacturing
facility, the start of sensor production and an increase in our
international and off-road sales efforts."  He continued, "While
these activities had a short-term negative impact on operating
margins, we believe that in the long run these activities are
crucial to maintaining and improving the Company's world-wide
leadership position in our markets."  He concluded, "We are
fortunate to be able to aggressively proceed with these
initiatives while continuing to reduce debt and execute a
2,500,000 share stock buy back."

A copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?573

Headquartered in Portland, Oregon, Williams Controls, Inc. --
http://www.wmco.com/-- designs and manufactures Electronic  
Throttle Control Systems for the heavy truck and off-road markets.


WINN-DIXIE: Newport Wants Property Vacated & Holdover Rent Paid
---------------------------------------------------------------
In 2003, R.P.D.A. Corp. and Malone & Hyde, Inc., entered into a
prime lease for a property at 3275 Coral Way, in Miami, Florida.  
Malone & Hyde subsequently merged into Fleming Companies, Inc.,
and RPDA subsequently sold the property and assigned the Prime
Lease to Morris Tract Corp., doing business as Newport Partners.

Jonathan Williams, Esq., at Meland, Russin, Hellinger & Budwick,
P.A., in Miami, Florida, relates that the Lease permits
subleasing and the first subtenant under it was Xtra Super Food
Centers, Inc.  Xtra's sublease was subsequently assigned to
Winn-Dixie Stores, Inc.

Fleming filed for bankruptcy, which ultimately resulted in the
liquidation of Malone & Hyde.  As part of its bankruptcy case,
Fleming rejected both the Lease with Newport and the Sublease
with Winn-Dixie.

Mr. Williams explains that as a result of the Lease and
Sublease's rejection, Winn-Dixie became a month-to-month tenant
under Florida law.  According to Mr. Williams, there is nothing
to cure under the Lease because:

   (1) Fleming went beyond merely defaulting on the lease and
       actually terminated the Lease;

   (2) the Lease no longer remains in effect as a matter of law;
       and

   (3) the Lease and Sublease were terminated by Fleming -- and
       not by Newport.

On July 14, 2005, Newport provided Winn-Dixie with a notice that
its month-to-month tenancy had been terminated and that it must
vacate the premises by July 31, 2005.

Despite termination of its month-to-month tenancy, Winn-Dixie
remains in possession of the Property, refuses to surrender
possession, and refuses to pay holdover rent.  Winn-Dixie has
made no effort to vacate the premises, Mr. Williams says.

Winn-Dixie filed a complaint to enjoin Newport from commencing an
eviction proceeding or in any way interfering with its possessory
rights to the Premises.  

By failing to comply with the notice of termination, Mr. Williams
points out that Winn-Dixie became a tenant at sufferance under
Chapter 83 of the Florida Statutes entitling Morris to holdover
rent from Aug. 1, 2005, onward.

Accordingly, Newport asks the U.S. Bankruptcy Court for the Middle
District of Florida to declare that:

   a. Winn-Dixie has no interest in the Property under the Lease,
      Sublease, Agreement or related documents;

   b. the Debtors' estate has no interest in the property;

   c. the notice of termination was valid and Winn-Dixie had
      until July 31, 2005, to vacate the Property;

   d. Winn-Dixie has been a tenant at sufferance entitling
      Newport to double rent from Aug. 1, 2005;

   e. Newport is entitled to stay relief to the extent required
      to pursue eviction of Winn-Dixie from the Property;

   f. Newport did not violate the automatic stay; and

   g. Newport is entitled to its reasonable attorneys fees and
      costs under Chapter 83 of the Florida Statutes.

                        Winn-Dixie Responds

Beau Bowin, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, argues that Newport fails to state a claim on which
relief can be granted because it relies on the conclusion that
Fleming's rejection of the Prime Lease and Sublease "terminated"
those leases.  Mr. Bowin contends that rejection of the Prime
Lease and the Sublease did not terminate those leases but merely
placed them outside the administration of the Fleming estate.

Mr. Bowin asserts that Newport have waived and are estopped from
bringing this action because they have knowingly allowed
Winn-Dixie, who relied on Newport's prior silence regarding the
alleged "termination," to incur substantial expense for
improvements to the Premises.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Diversified Wants SMB State Court Lawsuit Enjoined
--------------------------------------------------------------
On June 23, 2005, SMB of Davie, Inc., initiated a state court
lawsuit against Diversified Maintenance Systems, Inc., before the
Circuit Court of the Seventeenth Judicial Circuit in Broward
County, Florida.  The lawsuit was transferred to Hillsborough
County.  SMB asserted in the lawsuit that Diversified owes it
money pursuant to janitorial services rendered to the Debtors at
their facilities.

On Jan. 9, 2006, Diversified removed the State Court Action to
the U.S. Bankruptcy Court for the Middle District of Florida.  A
full-text copy of the removed action is available for free at
http://researcharchives.com/t/s?578

Before Winn-Dixie's bankruptcy filing, Winn-Dixie Stores, Inc.,
and its debtor-affiliates and Diversified entered into a contract
for floor care and janitorial services.  Lara Roeske Fernandez,
Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullins,
P.A., in Tampa, Florida, tells the Court that the Debtors owe
Diversified $946,000 in prepetition services from Jan. 23, 2005,
to Feb. 21, 2005.  As a result of the Debtors' bankruptcy case,
Diversified is stayed from collecting this prepetition debt.

The Debtors have not assumed or rejected the Contract -- they
have not cured prepetition arrears.  Diversified is required to
pay SMB, its sub-contractor, only after payment by the Debtors to
Diversified.  Thus, Diversified is faced with shouldering a
substantial payment to SMB.

In this regard, Diversified asks the Court to grant a preliminary
injunction against SMB enjoining the continuation of the State
Court Action for a sufficient amount of time to allow for the
confirmation of the Debtors' Chapter 11 Plan or the assumption or
rejection of the Contract.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Central's Request for Summary Judgment Denied
---------------------------------------------------------------
In 2004, Central Progressive Bank filed a Petition for Executory
Process against By-Pass Partnership in the Fifteenth Judicial
District Court for the Parish of Vermillon, in Louisiana.  
Central exercised its option to accelerate all sums due and
owning under certain loan documents and for seizure and sale of a
property in Abbeville, Louisiana, which is leased by Winn-Dixie
Montgomery, Inc.

In 2005, Winn-Dixie filed a complaint against Central for
violating the automatic stay by commencing the Foreclosure
Proceeding.  Winn-Dixie sought to enjoin Central from prosecuting
the Foreclosure Proceeding and from taking further action in
violation of the automatic stay.

Robin B. Cheatham, Esq., at Adams and Reese LLP, in, in New
Orleans, Louisiana, argues that Winn-Dixie failed to allege facts
sufficient to support its requests.

Winn-Dixie has failed to show that Central is using the
Foreclosure Proceeding to exert pressure on Winn-Dixie rather
that exercising a legitimate right to collect from By-Pass, Mr.
Cheatham points out.  While Central has commenced a Foreclosure
Proceeding against By-Pass, it has taken no action against Winn-
Dixie or the estate's property.  Mr. Cheatham clarifies that
Winn-Dixie has no ownership interest in the Property.

Accordingly, Central asks the U.S. Bankruptcy Court for the Middle
District of Florida to dismiss Winn-Dixie's complaint.  In the
alternative, Central asks the Court to grant summary judgment in
its favor.

The pleadings and evidence show that there is no genuine issue as
to any material fact, Mr. Cheatham tells Judge Funk.

"The Foreclosure Proceeding does not affect the Debtor or the
estate.  The Foreclosure Proceeding has been commenced against a
non-debtor third party, which is not protected by the automatic
stay.  The Debtor seeks the extend the automatic stay to By-Pass,
which is clearly impermissible," Mr. Cheatham says.

                        Winn-Dixie Responds

Because Winn-Dixie is merely seeking to enforce the automatic
stay, it is not required to allege or prove the traditional
elements for imposing injunctive relief, D.J. Baker, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, argues.

Central' Foreclosure Proceeding threatens to extinguish the Lease
because, under Louisiana law, a sheriff's sale extinguishes all
inferior leases.

Winn-Dixie is seeking the enforcement of the automatic stay
against the Bank for its attempt to exercise control over
property of the estate, rather than the extension of the stay to
a third party.

Winn-Dixie is currently sustaining injury as a result of the
Foreclosure Proceeding and is in immediate danger of sustaining
further injury, because the Execution Proceeding threatens to
extinguish the Lease.  Thus, Central's request for summary
judgment should be denied.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


XYBERNAUT CORP: Hires Morris Nichols as Board's Bankruptcy Counsel
------------------------------------------------------------------
Xybernaut Corporation and its debtor-affiliate ask the U.S.
Bankruptcy for the Eastern District of Virginia for authority to
employ Morris, Nichols, Arsht & Tunnel LLP as bankruptcy counsel
to the Debtors' Board of Directors, nunc pro tunc to Jan. 12,
2006.

Morris Nichols will:

     a) advise the Board concerning any and all issues that may
        arise in these cases;

     b) advise and assist the Board in connection with any
        litigation that might be necessary, or might arise out of,
        any sale, business combination or other disposition or
        transaction involving the Debtors' assets;

     c) perform all other necessary or appropriate legal services
        in connection with these chapter 11 cases as requested by
        the Board.

Robert J. Dehney, Esq., partner at Morris Nichols, discloses that
he will bill $600 per hour for his services.  Mr. Dehney further
discloses that the principal attorneys and paralegal designated to
represent the Debtors are:

      Professional               Designation   Hourly Rate
      ------------               -----------   -----------
      William M. Lafferty, Esq.    Partner        $550
      Eric D. Schwartz, Esq.       Partner        $475
      Curtis S. Miller, Esq.      Associate       $260
      Angela Conway               Paralegal       $175

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

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed $40 million in
total assets and $3.2 million in total debts.


* BOOK REVIEW: Evaluation and Decision Making for Health Services
-----------------------------------------------------------------
Author:     James E. Veney & Arnold D. Kaluzny
Publisher:  Beard Books
Softcover:  448 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982307/internetbankrupt

Now in its fourth printing, Evaluation and Decision Making for
Health Services has proved instructive and relevant to healthcare
management since its original publication in 1984.  Revised
printings came out in 1991 and 1998.  This is a reprint of the
1998 revision.

Veney and Kaluzny do not present a whole new structure or method
of management; nor do they give guidance on how to adapt to or
undertake change.  Their book refines and substantiates the
processes management uses to make significant decisions affecting
the soundness of the healthcare organization.

The key principle recommended for refining and substantiating
management decisionmaking is cybernetics.  First cited as a term
in 1948, cybernetics has become "popular as a way of defining a
methodological approach to a wide variety of scientific and
management endeavors and is closely linked with general systems
theory and its application in the social organization," say the
authors.  But it is only in more recent years that cybernetics has
been applied to scientific work and business management to make
these more efficient, dependable, and germane.  Cybernetics has
also been applied to the area of self-improvement.

Veney and Kaluzny apply the concept of cybernetics specifically to
the healthcare field.  With backgrounds in healthcare
administration and thus the particular problems, considerations,
circumstances, and ends of a healthcare organization, the authors
describe how management applies cybernetics in a variety of areas
to make decisions in five main areas.  These areas are monitoring,
case studies, survey research, trend analysis, and experimental
design.  These are not new to well-trained managers - there could
be no substantive or relevant management without attention to or
practice of them.  But in discussing and demonstrating how the
exceptionally informative principle of cybernetics works in these
key areas, Veney and Kaluzny bring a new, fresh perspective to
them for managers.

The authors identify two components of cybernetics that make it of
particular relevance and value to managers.  One is that, in any
system, there are the interrelated variables of inputs,
throughputs, and outputs responsible for "a process of
accomplishing an end."  The authors note that this process is not
intended to replace any healthcare management system, but to
improve or refine one in place by making it more informed and
pertinent.

Some of the aspects of these three main types of variables are
"regulated and controlled by decisions made on the basis of
feedback of information about the state of the system."  As
further explained, cybernetics is largely, though not completely,
a monitoring of the "communication of information in any system."  
This can be done in such a way that intended outcomes can be
compared with actual outcomes.  With this comparison afforded by
the cybernetic's methodology, the gap between intended outcomes
and actual outcomes can be closed as much as is possible in the
real world of management with its inevitable pressures of
decision-making, employee changes, effects of new technology and
government regulations, and constant competition.

The large, 8-1/2" x 11" format of Evaluation and Decision Making
for Health Services gives the appearance of a workbook.  Some of
the interior matter and formatting contribute to this workbook-
like feel of the book.  There are many charts and graphs and
tables.  Sections, titles of the varied visual matter, and
sometimes the "illustration" of a chapter section are provided in
the wide margins.  Fairly complex formulas are also provided in
the margins.  And, at the end of the chapters are discussion
questions.  But although it may first seem to be an interactive
workbook, Evaluation and Decision Making for Health Services is
actually one of the leading textbooks in the relatively
specialized field of healthcare management.  The plentiful visual
matter, including the formulas, serves the educational purpose of
helping the reader to learn how to apply the general concepts and
methods of cybernetics to both the daily and ongoing concerns and
operations of a healthcare organization.  The authors do this in a
comprehensive way, not only meticulously treating every
significant subject of interest to management from the standpoint
of understanding and applying cybernetics, but also making use of
varied visual tools and actual and hypothetical scenarios from the
healthcare workplace.

Cybernetics is not simply a fad that has found its way into the
popular culture for a time.  Nor is cybernetics another one of the
latest management principles or systems that has come and gone
over recent decades.  As the two authors convincingly demonstrate,
cybernetics is an essential management methodology with
applicability across the entire range of management
responsibilities.  From employee morale to financial goals to
prospective new products or services, cybernetics offers the best
means for exceptionally informed, clear-sighted, concrete, and
productive management.

James E. Veney and Arnold D. Kaluzny are both professors of Health
Policy and Administration at the School of Public Health of the
University of North Carolina-Chapel Hill.  And both have wide-
ranging experience in the health field as published authors and
consultants to private, government, and international
organizations.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, 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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