TCR_Public/060220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 20, 2006, Vol. 10, No. 43

                             Headlines

ALASKA COMMS: Largest Bondholder Tenders $12MM of 9-7/8% Sr. Notes
ALLIANCE IMAGING: Medicare Changes Cue Moody's Rating Review
ALLIED HOLDINGS: Wants More Time to Decide on Headquarters Lease
ALMOST ANYTHING: Case Summary & 17 Largest Unsecured Creditors
ALOHA AIRLINES: Emerges from Chapter 11

ANALYTICAL SURVEYS: Posts $43K Net Loss for 1st Qtr. of FY 2006
ANCHOR GLASS: Wants Court to Approve AIG Letter of Credit
ANCHOR GLASS: Inks Premium Financing Agreement with Imperial
ARTESYN TECHNOLOGIES: Posts $112.2MM Sales for 4th Quarter 2005
ASARCO LLC: 12 Debtors Will Meet Creditors on Mar. 6

ASARCO LLC: All Debtors Have Until June 5 to File Chapter 11 Plan
ASARCO LLC: Court Denies First Union & BNY's Request to Amend DIP
ASIA PREMIUM: Dec. 31 Balance Sheet Upside-Down by $4 Million
ATARI INC: Announces 20% Worldwide Workforce Reduction
AZTAR CORP: S&P Reviewing BB Corp. Credit Rating & May Downgrade

BALL CORP: S&P Revises Outlook on BB+ Credit Rating to Stable
BANCO BRADESCO: Good Performance Cues Moody's Positive Outlook
BANCO RURAL: Moody's Withdraws All Ratings
BERRY-HILL: Court Approves Motion Protecting Consigned Artwork
BROOKLYN HOSPITAL: Wants Plan-Filing Period Extended to July 28

C. PAUL & SONS: Voluntary Chapter 11 Case Summary
CACI INT'L: Inks Amended Agreement to Purchase Information Systems
CALPINE CORP: Curtis Mallet-Prevost Approved as Conflicts Counsel
CALPINE CORP: Gets Final Order to Maintain Existing Bank Accounts
CAPITAL AUTO: Moody's Assigns Ba2 Rating to $31.5MM Class D Notes

CAPITAL AUTO: Fitch Rates $31.5 Million Asset-Backed Notes at BB
CATHOLIC CHURCH: Portland Responds to Estimation Objections
CATHOLIC CHURCH: Portland Wants 7 Co-Defendants' Claims Estimated
CELERO TECH: Court Extends Exclusive Plan-Filing Period to Feb. 20
CITGO: PDVSA Crude Shipments Increase Despite Diplomatic Spat

COLLINS & AIKMAN: Taps Mary Ann Wright as Comm'l Management EVP
COMMERCIAL MORTGAGE: Loan Payoffs Cue Fitch's Rating Upgrades
COMPASS MINERALS: Earns $13.4 Mil. in Fourth Quarter Ended Dec. 31
COPEL: Inks Letter of Intent with El Paso for Power Plant Sale
CYBERCARE INC: Wants Until March 13 to File Chapter 11 Plan

DATA TRANSMISSION: S&P Revises Outlook on B+ Ratings to Negative
DAVITA INC: Earns $56.4 Million of Net Income in Fourth Quarter
DELPHI CORP: Expects to Divest Units & Exit Bankruptcy by Mid-2007
DELPHI CORP: Taps Sidney Johnson as VP - Global Supply Management
DELPHI CORP: To Continue Talks with General Motors & Unions

DELPHI FUNDING: Moody's Assigns Ba1 Rating to Preferred Stocks
DENNY'S CORP: Balance Sheet Upside-Down by $265.4M at Dec. 28
DUNKIN' BRANDS: Moody's Assigns B2 Rating to $850 Mil. Term Loan
DUQUESNE LIGHT: Posts $112.9MM of Net Income for 2005 Fiscal Year
EASTGROUP PROPERTIES: Discloses Fourth Quarter Financial Results

EL PASO: Inks Letter of Intent with COPEL for Power Plant Sale
ELITE FLIGHT: Taps Emerge Capital to Develop Strategic Initiatives
ELLIOTT-WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
EMERGE CAPITAL: Will Provide Elite Flight with Reform Services
ENTERGY NEW ORLEANS: U.S. Trustee Amends Committee Membership

ERA AVIATION: CapitalSource Wants to Foreclose on Collateral
ERA AVIATION: Committee Hires Burr Pease as Counsel
ERA AVIATION: Offshore Can Proceed With Rule 2004 Probe
EXIDE TECHNOLOGIES: Appoints Francis Corby Jr. as CFO and EVP
FOAMEX INT'L: Disclosure Statement Hearing Adjourned to March 14

FOAMEX INT'L: Wants Court to Deny Sealy & Continental's Request
FORD MOTOR: Huizenga & Hergt Files Charges Against Ford Waivers
FREDERICK MCNEARY: Bankruptcy Court Dismisses Chapter 11 Case
FREEDOM FINANCIAL: Case Summary & Largest Unsecured Creditor
FREESCALE SEMICONDUCTOR: S&P Upgrades BB+ Credit Rating to BBB-

GAYLORD ENTERTAINMENT: Posts $13.0MM Loss in 4th Quarter of 2005
GENERAL GROWTH: Fitch Puts BB Rating on New $2.85 Bil. Term Loan
GENERAL MOTORS: To Continue Talks with Delphi Corp & Unions
GENESIS HEALTHCARE: Moody's Rates $125MM Credit Facility at Ba2
GLASS & POWDER: Case Summary & 20 Largest Unsecured Creditors

GMAC COMMERCIAL: Moody's Affirms B3 Rating of Class O-2 Certs.
GRANITE BROADCASTING: Moody's Junks Preferred Stock with C Rating
GREENWOOD VILLAGE: Weak Balance Sheet Cues Fitch to Shave Rating
H&E EQUIPMENT: S&P Raises Corporate Credit Rating to BB- from B+
HARRIS FURNITURE: Case Summary & 20 Largest Unsecured Creditors

ICEWEB INC: Posts $351,658 Net Loss in Quarter Ended December 31
INDUSTRY MORTGAGE: Fitch Affirms Low-B Ratings on 3 Cert. Classes
INGLES MARKETS: SEC Probe Prompts Moody's to Affirm Low-B Ratings
INT'L SPECIALTY: Chemco Unit Inks $1.2 Billion Senior Secured Loan
J.C. PENNEY'S: Strong Liquidity Cues Moody's to Lift Ba1 Ratings

JOURNAL REGISTER: S&P Revises Outlook on BB Rating to Negative
KULICKE & SOFFA: S&P Reviewing Ratings for Possible Upgrade
KULLMAN INDUSTRIES: Court Extends Deadline on Lease Until May 15
LEVI STRAUSS: Equity Deficit Tops $1.22 Billion at November 27
LIONEL LLC: Court Stretches Plan-Filing Period to July 31

LOVESAC CORP: Seeks Approval to Use Cash Collateral Until Mar. 26
MILL RUN: Case Summary & 20 Largest Unsecured Creditors
MILLAR WESTERN: Moody's Affirms B2 Rating on $190 Mil. Sr. Notes
MPI MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
MUSICLAND HOLDING: Creditor Panel Wants Facts About Benefit Plans

MUSICLAND HOLDING: Gets Court Nod to Conduct Store Closing Sales
NASH FINCH: S&P Reviewing B+ Credit Rating for Possible Downgrade
NATCO INT'L: Dec. 31 Balance Sheet Upside-Down by $1.1 Million
NETWORK INSTALLATION: Awarded $3.1MM Project From Station Casinos
NORTHEAST MECHANICAL: Case Summary & 19 Largest Unsec. Creditors

NOVA BIOGENETICS: Dec. 31 Balance Sheet Upside-Down by $1.2 Mil.
O'SULLIVAN IND: Objects to Lamar's Motion for Adequate Protection
OMNOVA SOLUTIONS: Fitch Holds Issuer Default Rating at B+
PARADISE MUSIC: Tinter Scheifley Raises Going Concern Doubt
PERFORMANCE TRANSPORTATION: Outlines Executive Incentive Program

QUICK MED: Posts $355,665 Net Loss in Quarter Ended December 31
QUIGLEY CO: Wants Until June 7 to Remove Civil Actions
REFCO INC: Forex Capital Reacts to Cancelled RefcoFX Asset Sale
RELIANT ENERGY: Fitch Pares Issuer Default Rating One Notch to B
ROUGE INDUSTRIES: Can File Notices of Removal Until April 17

SATMEX: Investing US$270MM to Launch Satmex 6 Satellite on May 17
SEA CONTAINERS: S&P Slices Corp. Credit Rating from BB- to B+
SECURUS TECH: Commences Consent Solicitation on 11% Senior Notes
SMK SPEEDY: Amends Repayment Terms of Senior Subordinated Notes
SOUNDVIEW HOME: Fitch Shaves Rating on Class B Certs. to BB+

SOUTHHAVEN POWER: Court Extends Plan-Filing Period to July 17
STONE ENERGY: Receives Notice of Non-Compliance from Bondholders
STONERIDGE INC: Posts Net Income of $900,000 for Fiscal Year 2005
SUPERCLICK INC: Bedinger & Company Raises Going Concern Doubt
TITANIUM METALS: Declares Dividend Payable on March 15

US CAN: Argentinean Asset Sale Spurs S&P to Review B Credit Rating
WACHOVIA BANK: S&P Assigns Low-B Ratings to Six Cert. Classes
WALTER INDUSTRIES: Sets Price of Common Stock at $64.75 Per Share
WESTERN GAS: To Buy Coal Bed Properties in Wyoming for $136.7 Mil.
WESTERN IOWA: Can Employ Frankel Zacharia as Accountant

WILLIAM CALO: Case Summary & 17 Largest Unsecured Creditors
WINN-DIXIE: Court Allows Set-Off of Claims with Dannon Company
WINN-DIXIE: Linpro Amends Demand for Rent Payment to $270,951

* BOND PRICING: For the week of Feb. 13 - Feb. 17, 2006

                             *********

ALASKA COMMS: Largest Bondholder Tenders $12MM of 9-7/8% Sr. Notes
------------------------------------------------------------------
Alaska Communications Systems Group, Inc.'s (NASDAQ:ALSK)(ACS)
subsidiary, Alaska Communications Systems Holdings, Inc. (ACSH),
entered into an agreement with the largest holder of ACSH's 9-7/8%
Senior Notes due 2011 (CUSIP Nos. 011679AF4 and 011679AD9).

Pursuant to the agreement, the holder agreed to tender its senior
notes of approximately $12 million in principle amount,
representing approximately 21% of the aggregate principal amount
of the outstanding senior notes, and, subject to certain
conditions, deliver its consent pursuant to the consent
solicitation.

The agreement is in relation to ACS' tender offer and consent
solicitation for ACSH's 9-7/8% Senior Notes due 2011, as reported
in the Troubled Company Reporter on Feb. 13, 2006.

Based in Anchorage, Alaska, Alaska Communications Systems is the
leading integrated communications provider in Alaska, offering
local telephone service, wireless, long distance, data, and
Internet services to business and residential customers throughout
Alaska.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2005,
Standard & Poor's Ratings Services revised its outlook on
Anchorage, Alaska-based incumbent local exchange carrier Alaska
Communications Systems, including Alaska Communications Systems
Group Inc., to stable from negative, based on expectations for
healthy growth in the wireless business, and improved operating
trends in the wireline segment.

These factors, coupled with declining capital expenditures as
wireless upgrades wind down, are expected to lead to a turnaround
to a positive discretionary cash flow position in mid-2006,
somewhat earlier than anticipated," said Standard & Poor's credit
analyst Allyn Arden.

All ratings, including the company's 'B+' corporate credit rating,
were affirmed.  Total debt outstanding as of Sept. 30, 2005, was
$457 million.


ALLIANCE IMAGING: Medicare Changes Cue Moody's Rating Review
------------------------------------------------------------
Moody's Investors Service placed the speculative grade ratings of
the diagnostic imaging companies under review for possible
downgrade in response to recent legislation that will negatively
impact these companies' financial results upon implementation.
The legislation calls for significant changes in Medicare
reimbursement rates with respect to the technical component of
diagnostic imaging services provided by this sector commencing in
January 2007.

The review for possible downgrade for each company in the rated
sector will focus on quantification of the revenue and EBIT impact
of reimbursement rate changes by Medicare and the resulting
effects on other payor rates.  The potential adverse effect of
these changes exacerbates concern about cash flow, liquidity,
financial leverage, and general business risk which are already
prevalent in the existing B2 and B1 corporate family ratings for
companies in the sector.

On February 8, 2006, President Bush signed into law the Deficit
Reduction Act of 2005, which provides that reimbursement for the
technical component of imaging services in non-hospital based
freestanding facilities will be capped at the lesser of the
Medicare Part 'B' Physician Fee Schedule or the Hospital
Outpatient Prospective Payment System.  Current reimbursement
generally allows for higher reimbursement than is available under
the HOPPS.  Services impacted by this portion of the legislation
will exclude diagnostic and screening mammography.  The new rules
as promulgated by the DRA will go into effect on Jan. 1, 2007.

Changes in Medicare reimbursement for imaging services under the
DRA will also result in the reduction in reimbursement for
multiple images on contiguous body parts as previously announced
by the Centers for Medicare and Medicaid Services in November,
2005.  Currently, Medicare reimburses at a level of 100% of the
technical component of each procedure.  Under the new rules,
Medicare will pay 100% of the technical component of the higher
priced imaging procedure with payments for additional scans
performed on contiguous body parts to be reduced by 25% for 2006
and 50% for 2007 and beyond.

During an assessment of the relative impact of the aforementioned
Medicare reimbursement changes on each individual issuer, Moody's
will consider the following business factors:

   (1) payor mix, including the follow-on impact that the
       Medicare reimbursement changes are likely to have on the
       reimbursement patterns of 3rd party payors;

   (2) scan mix;

   (3) body parts covered by a given scan;

   (4) the relative composition of mobile vs. fixed service
       settings;

   (5) historical and prospective expansion modes utilized (i.e.,
       de novo vs. acquisition);

   (6) the nature of hospital vs. physician practice
       relationships; and

   (7) the relative size and market share position occupied by
       the issuer in the markets in which it provides diagnostic
       imaging services.

Moody's will also examine the financial wherewithal of each
individual issuer, including:

   (1) historical and prospective profitability and cash flow
       generation capabilities;

   (2) leverage, taking into consideration the impact of
       operating leases and associated rents;

   (3) liquidity;

   (4) historical and prospective capital expenditure patterns as
       well as whether the issuer has adequate financial
       resources to facilitate the replacement of equipment or
       the expansion of sites; and

   (5) the age and technological advancement of diagnostic
       equipment utilized in the business and whether the
       equipment is being replaced on a timely basis.

Ratings placed under review for possible downgrade are:

   Alliance Imaging, Inc.

      * Corporate family rating, rated B1

      * $70 million guaranteed senior secured revolving credit
        facility due 2010, rated B1

      * $410 million guaranteed senior secured term loan 'B due
        2011, rated B1

      * $150 million, 7.25% guaranteed senior subordinated global
        notes due 2012, rated B3

   Center for Diagnostic Imaging, Inc.

      * Corporate family rating, rated B2

      * $20.0 million senior secured revolving credit facility
           due 2009, rated B2

      * $75.0 million senior secured term loan due 2010, rated B2

   Diagnostic Imaging Group, LLC

      * Corporate family rating, rated B2

      * $25 million guaranteed senior secured revolving credit
           facility due 2010, rated B2

      * $110 million guaranteed senior secured term loan 'B' due
           2012, rated B2

   InSight Health Services Corp.

      * Corporate family rating, rated B2

      * $300 million guaranteed senior secured floating rate
           notes due 2011, rated B2

      * $250 million 9.875% guaranteed senior subordinated global
           notes due 2011, rated Caa1

   MQ Associates, Inc. (parent company of MedQuest, Inc.)

      * Corporate family rating, rated B2

      * $136 million aggregate principal amount, at maturity,
           12.25% senior discount notes due 2012, rated Caa3

   MedQuest, Inc.

      * $80 million guaranteed senior secured revolving credit
           facility due 2007, rated B2

      * $60 million guaranteed senior secured term loan due 2009,
           rated B2

      * $180 million 11.875% guaranteed senior subordinated
           notes, due 2012, rated Caa1

   Radiologix, Inc.

      * Corporate family rating, rated B1

      * $160 million 10.50% guaranteed subordinated notes due
           2008, rated B2


ALLIED HOLDINGS: Wants More Time to Decide on Headquarters Lease
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 24, 2006,
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, assume and assign, or reject the Georgia Headquarters
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) LEPERQ will not be harmed with an extension of time
        because all obligations under the Lease will continue to
        be paid, and the rent that LEPERQ is receiving from the
        Debtors is well above market;

    (c) LEPERQ 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)


ALMOST ANYTHING: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Almost Anything For A Buck
        dba AAFB, Inc.
        aka Beyond Image
        6185 Blain Place
        La Mesa, California 91942
        Tel: (619) 471-5586

Bankruptcy Case No.: 06-00241

Chapter 11 Petition Date: February 17, 2006

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: William M. Rathbone, Esq.
                  Gordon & Rees LLP
                  101 West Broadway, Suite 1600
                  San Diego, California 92101
                  Tel: (619) 696-6700
                  Fax: (619) 696-7124

Debtor's current financial condition:

      Total Assets: $1,220,398

      Total Debts:  $1,389,615

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                      Bank Loan             $225,233
California Business Banking
MAC U185-014
P.O. Box 7487
Boise, ID 83707

Westday Associates               Premises Lease        $163,320
J.A. Lewis Mgmt., Inc.
1716 Briercrest Drive, $300
Bryan, TX 77802

GGP-Willowbrook, L.P.            Premises Lease        $134,868
General Growth
Chicago, IL 60606

Woodlands Mall Associates        Premises Lease        $125,124
General Growth
Chicago, IL 60606

CIT                              Trade Loan            $107,283
16633 Ventura Boulevard
Encino, CA 91436

Nixon Watches                    Vendor/Supplier        $63,030

Reef Brazil                      Vendor/Supplier        $43,459

Quicksilver                      Vendor/Supplier        $42,368

Sole Technology                  Vendor/Supplier        $41,970

DC Shoes                         Vendor/Supplier        $41,351

Globe Shoes                      Vendor/Supplier        $29,965

Hurley International             Vendor/Supplier        $29,137

Arizona Dept. of Revenue         Taxes                  $26,065

Burton Snowboards                Vendor Supplier        $19,227

Woodlands Mall Associates        Premises Lease         $12,453

Comptroller of Public Acct.      Sales Tax               $9,078

Girl Star                        Vendor/Supplier           $540


ALOHA AIRLINES: Emerges from Chapter 11
---------------------------------------
Aloha Airlines formally exited bankruptcy on Feb.17, 2006, with
new investors joining longtime stakeholders to create a
financially solid company that positions the privately held
Hawaii-based carrier for future growth.  Aloha's emergence from
Chapter 11 completes a wide-ranging reorganization begun in
December 2004.

"Today, the 60-year-old tradition of Aloha Airlines has been
reborn with a renewed commitment to serve the inter-island and
transpacific markets with the finest and friendliest service in
the sky," David A. Banmiller, Aloha's president and chief
executive officer, said.

"Aloha Airlines is now a 60-year-old start-up company with a
low-cost structure," Mr. Banmiller continued.

The lead investor behind Aloha's successful reorganization is The
Yucaipa Cos., a private equity investment firm headed by Ronald W.
Burkle.  Participating with Yucaipa are Aloha Aviation Investment
Group and Aloha Hawaii Investors LLC.

"Aloha Airlines has been able to restructure with the wholehearted
support of our employees and our business partners and the loyalty
of our customers," said Mr. Banmiller, who will remain at the helm
of Aloha as president and chief executive officer.  "We can now
move ahead with a new company built on the foundation of the old,
and with financial backing from a slate of new investors who have
teamed up with our longtime shareholders from the Ching and
Ing families of Honolulu."

Mr. Banmiller said: "We are especially grateful to Hawaii Gov.
Linda Lingle and her administration, U.S. Transportation Secretary
Norman Mineta, Pension Benefit Guaranty Corp. Executive Director
Bradley D. Belt, Hawaii's congressional delegation and other
elected officials across the state and the country who have
assisted us.  We also owe a debt of gratitude to a fabulous team
of professionals and consultants who have worked closely with our
own dedicated employees to get the job done under challenging
conditions.  Thanks to everyone who has worked so hard, the future
certainly looks bright for Aloha Airlines."

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


ANALYTICAL SURVEYS: Posts $43K Net Loss for 1st Qtr. of FY 2006
---------------------------------------------------------------
Analytical Surveys, Inc. (Nasdaq: ANLT) reported its financial
results for the first fiscal quarter ended Dec. 31, 2005.

Analytical Surveys' first quarter revenue for fiscal year 2006 was
$1.3 million compared to first quarter revenue of $2 million for
fiscal year 2005.  The Company's net loss available to common
shareholders for the first quarter of fiscal year 2006 was $43,000
compared to a net loss of $491,000 for the same period in 2005.

The Company attributed the reduced net loss principally due to
lower revenues, salaries, wages, benefits and subcontractor costs
and the absence of severance costs in fiscal 2006.  The Company's
management attributed the decline in first quarter revenue to a
lower number of active contracts versus last year's first quarter,
and a lower level of new contract signings in recent fiscal years.

The long-term decline in contract activity has been the result of
lower demand for data conversion services specifically within the
GIS industry.  The Company ended the first quarter with an order
backlog of $2.9 million versus $4 million at the end of fiscal
year 2005.

              Completed Financial Transaction

On Feb. 10, 2006, Analytical Surveys completed the placement of a
new Series A Convertible Preferred Stock with gross aggregate
proceeds of approximately $760,000.  That preferred stock bears
interest at 7% annually and is convertible into 598,425 shares of
our common stock on or before Feb. 10, 2008.  Pursuant to the
transaction, the Company also issued warrants that entitle the
holders to purchase up to 795,276 shares of common stock at 101%
and 112% of the closing bid price on the date of closing.

The warrants will be exercisable after six months from the date of
closing until their expiration three years from the date of
closing.  Proceeds of the warrants will be used to fund the
Company's expansion into the energy market, including the purchase
of interests in oil and gas prospects.

The Company redeemed its previously issued Series A Redeemable
Preferred Stock, which had been classified as debt, in exchange
for common stock, so it can convert its debt to equity.

For the fiscal year ended Dec. 31, 2005, Analytical Surveys
reported total assets of $3,479,000 and total liabilities of
$1,893,000.

As of Dec. 31, 2005, the Company's accumulated deficit widened to
$33,726,000 compared to an accumulated deficit of $33,683,000 at
Sept. 30, 2005.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Pannell Kerr Forster Of Texas, P.C., expressed substantial doubt
about Analytical Surveys' ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Sept. 30, 2005.  The Company has suffered significant
operating losses in 2005 and prior years and does not currently
have external financing in place to fund working capital
requirements.

Headquartered in San Antonio, Texas, Analytical Surveys Inc. --
http://www.anlt.com/-- provides technology-enabled solutions and
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services.  Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years.  The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets.  ASI maintains
operations in Waukesha, Wisconsin.


ANCHOR GLASS: Wants Court to Approve AIG Letter of Credit
---------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to approve the Letter of Credit
Agreement with American International Group, Inc.

The Debtor has an insurance agreement with affiliates of AIG.
Under the AIG Insurance Programs, Anchor Glass is obligated to
post a $1,000,000 letter of credit to assure the performance of
its obligations.

The L/C Agreement requires Anchor Glass to secure its obligation
to Wachovia Bank, by either pledging a demand deposit account, or
obtaining a separate letter of credit in favor of Wachovia Bank
for not less than 102% of the outstanding amount under the Letter
of Credit.

Robert A. Quinn, Esq., at Carlton Fields PA, in Tampa, Florida,
tells the Court that the L/C Agreement is satisfactory to Anchor
Glass.

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)


ANCHOR GLASS: Inks Premium Financing Agreement with Imperial
------------------------------------------------------------
Anchor Glass Container Corporation's insurance programs with
certain affiliates of American International Group, Inc., require
the Debtor to provide a $1,000,000 letter of credit to secure its
obligations to AIG.

Accordingly, the Debtor sought and obtained permission from the
U.S. Bankruptcy Court for the Middle District of Florida to enter
into a financial agreement with Imperial Premium Finance, Inc.,
dated Jan. 24, 2006.

Under the Premium Finance Agreement, Imperial will advance the
initial premiums due to each of the insurers for the Insurance
Programs.  For seven months, Anchor Glass will pay $655,424 to
Imperial.

The Premium Finance Agreement requires a $1,592,097 cash down
payment, and the unpaid balance will be secured by substantial
unearned premium previously paid to the insurers.

If Anchor Glass fails to pay Imperial, Imperial has the right to
cancel the insurance policies and receive and retain the unearned
premium amounts back from the insurers to satisfy the amounts owed
by Anchor Glass.

Furthermore, the Debtor is required by law to keep in place
certain of the insurance coverages by the Premium Finance
Agreement.  The remaining coverages are to be maintained under
Anchor Glass' agreements with various secured lenders, or as a
matter of sound business practice.

Judge Paskay authorizes the Debtor to grant Imperial a first
priority security interest.

In the event that returned or unearned premiums are insufficient
to pay the total amount owed by the Debtor to Imperial, any
remaining amount will be allowed as an administrative expense.

Judge Paskay makes it clear that any monies not satisfied through
returned or unearned premiums or through payment of an allowed
administrative claim will not be subject to discharge.

Judge Paskay adds that the Lien granted to Imperial in connection
with the Policies will be senior to any security interests and
liens granted to any other secured creditors.

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)


ARTESYN TECHNOLOGIES: Posts $112.2MM Sales for 4th Quarter 2005
---------------------------------------------------------------
Artesyn Technologies, Inc., generated $112.2 million in sales for
the fourth quarter of 2005, compared to $120.4 million for the
same quarter in 2004.

The Company earned $3.9 millionof net income for the fourth
quarter of 2005, compared to $5.3 million of net income for the
fourth quarter of 2004.

For the year ended Dec. 30, 2005, Artesyn reported $424.7 million
in sales compared to $429.4 million for fiscal year 2004.  Net
income for fiscal year 2005 is $9.9 million compared to net income
of $13.9 million for fiscal year 2004.  Included in net income for
fiscal year 2005 are restructuring charges of $3.7 million.

Total orders received during the fourth quarter were $115.2
million, yielding a book-to-bill ratio of 1.03.  Backlog at the
end of the quarter was $84.8 million, with approximately 93%
shippable during the first quarter of 2006.

In the fourth quarter of 2005, Artesyn had 27 major design wins
that the Company estimates will realize approximately $206 million
in lifetime project revenues.  For the year, the Company was
awarded 107 design wins that are estimated to generate $965
million of lifetime revenues.

During the quarter, the Company determined that certain costs
previously classified within cost of sales, are more appropriately
classified as research and development costs, included within
operating expenses.  Accordingly, in the fourth quarter of 2005,
$2.7 million was reclassified as research and development costs
that related to the first three quarters of 2005.  To conform to
the 2005 presentation, a reclassification was made for
approximately $0.9 million and $3.2 million for the respective
quarterly and annual periods in 2004.

                Power Conversion Segment Results

Fourth quarter sales for the Company's Power Conversion segment is
$87.8 million compared to $96.6 million for the fourth quarter of
2004.

According to the Company, the decline in sales is primarily from
older programs in the server division going end of life during
2005.  Lower sales in the segment, related to the closure of the
manufacturing facility in Hungary, resulted in an operating loss
of $0.4 million compared to operating income of $4.1 million for
the same period last year, the Company says.

                Embedded Systems Segment Results

The Company's fourth quarter sales for the Embedded Systems
segment is $24.5 million compared to $23.8 million for the fourth
quarter of 2004.

The improvement in sales according to the Company is primarily
from the realization of revenue from large wireless infrastructure
customers supplying 3G deployments and carrier upgrades in North
America.   As a result of higher sales, the operating income is
$8.6 million for the fourth quarter compared to $7.7 million for
the same period last year.

Headquartered in Boca Raton, Florida, Artesyn Technologies, Inc.
-- http://www.artesyn.com/-- is a world leader in the design,
manufacture and sale of power conversion and embedded board
solutions for infrastructure applications in server and storage,
networking, wireless and telecommunications systems.  The
Company's products are used in middle to high-end servers, data
storage devices, routers, hubs, high-speed modems, RF
amplification systems, base station controllers and transceivers.
The Company has a global sales reach with design and manufacturing
facilities in Asia, Europe and North America. Artesyn is a public
company whose common stock is traded on the Nasdaq stock market
under the symbol ATSN.

                          *     *     *

Moody's Investors Service assigned a B3 subordinated debt rating
to Artesyn Technologies on June 16, 1987.  Artesyn issued
$90,000,000 of 5.50% Convertible Senior Subordinated Notes due
August 15, 2010, in 2003.  ARTESYN TECHNOLOGIES, INC., ARTESYN
NORTH AMERICA, INC., and ARTESYN COMMUNICATION PRODUCTS, INC., are
Borrowers under a five-year $35,000,000 LOAN AND SECURITY
AGREEMENT dated March 28, 2003, with FLEET CAPITAL CORPORATION.


ASARCO LLC: 12 Debtors Will Meet Creditors on Mar. 6
----------------------------------------------------
Romina L. Mulloy, Esq., at Baker Botts LLP, in Dallas, Texas,
informs the Court that the meeting for the creditors of Asarco
Master, Inc., and 11 other Debtors pursuant to Section 341 of
The Bankruptcy Code has been rescheduled to March 6, 2006, at
1:30 p.m.  The meeting will be held at 606 North Carancahua,
Suite 1107, in Corpus Christi, Texas.

These are Asarco affiliates that filed for bankruptcy in
October 2005:

   * ALC, Inc.,
   * American Smelting and Refining Company.
   * AR Mexican Explorations, Inc.,
   * AR Sacaton, LLC,
   * Asarco Consulting, Inc.,
   * ASARCO Master, Inc.,
   * Asarco Oil and Gas Company, Inc.,
   * Bridgeview Management Company, Inc.,
   * Covington Land Company,
   * Encycle, Inc.,
   * Government Gulch Mining Company, Limited, and
   * Salero Ranch, Unit III, Community Association, Inc.

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 officer 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 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: All Debtors Have Until June 5 to File Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extended ASARCO LLC and its debtor-affiliates'
exclusive and solicitation period to the same date for all
Debtors:

   (a) June 5, 2006, for filing a plan of reorganization; and

   (b) Aug. 4, 2006, for solicitation of acceptances of the
       plan.

As previously reported in the Troubled Company Reporter on Feb. 7,
2006, Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas,
asserts that setting the expiration of the Exclusive Periods on
the same dates for all the Debtors will assist in the efficient
management of the Debtors' cases.

Because the debtor subsidiaries of ASARCO LLC did not file for
bankruptcy on the same date, the Court has set the deadlines
for the exclusive period for filing a plan and for obtaining
acceptances for the plan for the different groups of Debtors at
different dates.

The Court has set the deadline for the Exclusive Period for
ASARCO, Encycle, Inc., and ASARCO Consulting, Inc. -- the
Asbestos Subsidiaries -- on March 7, 2006, and their Solicitation
Period on May 6, 2006.

The remaining group of Debtors' -- the October Filing
Subsidiaries -- Exclusive Period will expire on Feb. 10, 2006, and
their Solicitation Period will expire on April 11, 2006.

The October Filing Subsidiaries are:

   * ALC, Inc.,
   * American Smelting and Refining Company,
   * AR Mexican Explorations, Inc.,
   * AR Sacaton LLC,
   * Asarco Master, Inc.,
   * Asarco Oil and Gas Company, Inc.,
   * Bridgeview Management Company, Inc.,
   * Covington Land Company,
   * Government Gulch Mining Company, Ltd., and
   * Salero Ranch, Unit III, Community Association, Inc.

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: Court Denies First Union & BNY's Request to Amend DIP
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Dec. 22, 2005, Judge Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized ASARCO LLC, on a final
basis, to obtain up to $75,000,000 financing pursuant to a senior
secured revolving line of credit facility with The CIT
Group/Business Credit, Inc.  The financing includes a $50,000,000
letter of credit subfacility.

The loan amount may be increased to up to $150,000,000, at
ASARCO's option, in accordance with the terms of the DIP
Financing Agreement and subject to the DIP Agent receiving
satisfactory collateral audits, appraisals, and title and lien
reports with respect to a supplemental asset component.

To secure the prompt payment and performance of any and all
obligations, liabilities, and indebtedness of ASARCO under the
DIP Facility, Judge Schmidt grants valid and automatically
perfected security interests and liens to CIT Group in all of
ASARCO's right, title, and interest in all of the real and
personal properties and assets of ASARCO's estate.

As previously reported in the Troubled Company Reporter on Feb. 6,
2006, First Union Corporation and Bank of New York Capital ask the
Court to reconsider and modify the Final DIP Order to allow
continued priority of perfection by allowing updated financing
statements filings to be recognized as Permitted Encumbrances and
Prior Liens within the context of the Final DIP Order.

First Union and BNY Capital objected to the possible application
of the Final DIP Order to updated financing statements needed
because of ASARCO's change of state of organization and name.

                  No Justification for Reconsideration,
                          Debtors Assert

The Debtors ask the Court to deny First Union Corporation and the
Bank of New York Capital's request for reconsideration of the
Final DIP Order to the extent that the request represents efforts
to obtain postpetition enhancement of First Union and BNY's
prepetition liens.

Eric A. Soderlund, Esq., at Baker Botts LLP, in Dallas, Texas,
asserts that First Union and BNY's Reconsideration Motion is
unnecessary.  "[First Union and BNY] have offered no
justification for their request."

Mr. Soderlund notes that First Union and BNY want the Final DIP
Order modified "to allow continued priority of perfection by
allowing updated financing statement filings to be recognized as
Permitted Encumbrances and Prior Liens within the context of the
Final DIP Order."

First Union and BNY are simply mistaken in their assertion that
the Final DIP Order does not recognize their right to update
their financing statement, Mr. Soderlund says.  The Final DIP
Order and the DIP Financing Agreement already provide for the
protection First Union and BNY are seeking.

First Union stated that the financing statement filed in November
2005 was only intended as a continuation, and not a new filing.
With this declaration, Mr. Soderlund concludes that a
modification of the automatic stay is not required.

ASARCO does not object to First Union and BNY's intent to file
updated financing statements, provided that it retains the right
to challenge whether First Union and BNY held validly perfected
non-avoidable prepetition liens.

The Reconsideration Motion should be denied for procedural
reasons, Mr. Soderlund avers.  "Neither the Federal Rules of
Civil Procedure nor the Bankruptcy Rules provide for
reconsideration motions.  However, such a motion can be
recharacterized as a Rule 59 or Rule 60 motion.  The movants fail
to identify the procedural rule that provides the basis for the
relief they seek and have not satisfied any of the conditions
under which relief may be granted under Rule 59 or Rule 60."

                           *     *     *

The Court rules that the postpetition filings previously made by
First Union and BNY that are either (i) continuation statements
filed for the purpose of or within the meaning of Section 9-515
of the Uniform Commercial Code; (ii) financing statements filed
for the purpose of assuring that a security interest "remains
perfected" as provided by UCC Section 9-316; or (iii) amendments
of financing statements of BNY and First Union, are deemed:

    a. renewals or extensions of their prepetition liens or
       security interests within the meaning of "Permitted
       Encumbrances"; and

    b. "Prior Liens" as the term is defined in the Final DIP
       Order.

Accordingly, Judge Schmidt denies First Union and BNY's 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).


ASIA PREMIUM: Dec. 31 Balance Sheet Upside-Down by $4 Million
-------------------------------------------------------------
Asia Premium Television Group, Inc., delivered its financial
results for the quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission on Feb. 15, 2006.

For the three months ended Dec. 31, 2005, Asia Premium reported a
$31,434 net loss on $16,243,541 of revenues, as compared to
$78,048 of net income on $5,899,038 of revenues for the same
period in 2004.

The Company's balance sheet at Dec. 31, 2005, showed $11,182,758
in total assets and $15,262,886 of liabilities, resulting in a
stockholders' deficit of $4,080,128.  At Dec. 31, 2005, the
Company had a $4,530,424 working capital deficiency.

HJ & Associates, LLC, issued a clean and unqualified opinion after
it audited Asia Premium's financial statements for the fiscal year
ended March 31, 2005.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?599.

               About Asia Premium

Asia Premium Television Group, Inc., provides marketing, brand
management, advertising, media planning, public relations and
direct marketing services to clients in the People's Republic of
China.  The Company's primary operating activities are:

     -- Publishing advertisements as agents for clients;
     -- Media consulting services; and
     -- Advertising production.


ATARI INC: Announces 20% Worldwide Workforce Reduction
------------------------------------------------------
Atari, Inc. (Nasdaq: ATAR) reported, on Feb. 17, 2006, the
restructuring of its operations, which will result in a worldwide
workforce reduction of approximately 20%.

Atari's "corporate action plan" announcement last week follows the
company's statement earlier this month that it would act on cost
control, dispose of non-core assets and place a stronger emphasis
on external development studios.

"The decisive action will provide us with the flexibility
necessary in a changing business environment," Bruno Bonnell,
Chairman and Chief Executive Officer, said.  "Adjusting our cost
structure is a significant first step and demonstrates our
commitment to restoring shareholder value."

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

                          *     *     *

                          HSBC Default

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

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

                      Going Concern Doubt

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


AZTAR CORP: S&P Reviewing BB Corp. Credit Rating & May Downgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Aztar
Corp., including its 'BB' corporate credit rating, on CreditWatch
with negative implications.

The CreditWatch listing follows the company's earnings conference
call on February 15, where management provided additional details
concerning its potential development plans for the north site of
its Trop. L.V. property.

Although a definitive development decision has not yet been made,
the targeted budget is estimated to now be roughly $1.2 billion,
excluding the land, and will take about 30 months from
commencement to construct.  This project is expected to include
2,725 hotel rooms, 100,000 sq. ft. of casino space, 3,800 car
parking garage, and various entertainment and retail amenities.

While Standard & Poor's expects that this project may be financed
as an unrestricted subsidiary, S&P believes that Aztar will likely
contribute a meaningful amount of equity and would potentially
support this subsidiary if required given the strategic importance
of this property to the company.  Also, Aztar previously announced
that it might proceed with a minimum $325 million project in
Pennsylvania if awarded the license and over the long run, may
decide to pursue development of the south portion of its Las Vegas
property.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to further discuss its capital spending plans,
operating performance, and longer-term growth and financing
strategies.  Standard & Poor's expects that if a downgrade were to
occur, it would not likely be more than two notches.


BALL CORP: S&P Revises Outlook on BB+ Credit Rating to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Broomfield, Colo.-based Ball Corp. to stable from positive.  At
the same time, Standard & Poor's affirmed its ratings, including
its 'BB+' corporate credit rating, on the metal can and plastic
packaging producer.  These actions follow the recent announcement
by Ball that it has entered into a definitive agreement to acquire
U.S. Can Corp.'s (B/Watch Dev/--) U.S. and Argentinean operations
for approximately 1.1 million shares of Ball common stock plus the
assumption of $550 million of U.S. Can's debt.

The transaction is expected to close by the end of the first
quarter of 2006, subject to customary closing conditions.  Ball's
total debt pro forma for the acquisition at Dec. 31, 2005, will
increase to about $2.1 billion from about $1.6 billion.

"The outlook revision incorporates the meaningful increase in
Ball's debt levels associated with the proposed transaction, which
would limit prospects for an improved financial profile to the
extent previously incorporated in the positive outlook.  As a
result, an upgrade is not likely during the timeframe that we had
previously envisioned," said Standard & Poor's credit analyst
Liley Mehta.

Although management has a good track record of buying and
integrating businesses, the U.S. Can acquisition also poses
challenges associated with integration and generation of synergies
from the acquired operations.  U.S. Can's operations in Argentina
and the U.S. have sales of about $600 million, and it is the
largest manufacturer of aerosol cans in the U.S.  In addition to
aerosol cans, the company manufactures paint cans, plastic
containers and custom and specialty cans.  The acquisition will
broaden Ball's metal packaging portfolio that includes metal
beverage and food cans, and provide the company with a leading
market share in the domestic aerosol can market.  Ball also
expects to realize certain cost reductions as a result of
synergies between U.S. Can's operations and its existing metal
food container operations, since both utilize tinplate steel and
both share similar manufacturing processes.

The ratings reflect Ball's solid market positions and stable cash
flow generation, which are offset by intense competition in the
global beverage can market and management's use of debt to support
growth.  With annual revenues of over $5.6 billion, Ball is one of
the world's largest beverage can producers, with leading positions
in the two largest can markets, North America and Europe.


BANCO BRADESCO: Good Performance Cues Moody's Positive Outlook
---------------------------------------------------------------
Moody's Investors Service changed to positive, from stable, the
outlook on the C- bank financial strength rating assigned to Banco
Bradesco S.A.  The rating action reflects the improved core
profitability and the positive trend of Bradesco's performance
metrics overall, which have substantially converged to those of
higher rated banks in Latin America.  Moody's affirmed all other
ratings and their outlooks.

The rating agency noted that Bradesco's franchise has been
strengthened following successive acquisitions of banking and non-
bank businesses over a number of years. While such strategy has
enhanced the scale of the bank's operations and further
diversified its customer and product base, it has also limited the
bank's focus on earnings quality and operating efficiency, thus
delaying the maximization of its financial potential. The
integration process is now largely completed, said Moody's, and
this should ensure that earnings and efficiency gains can now be
realized.

Moody's observed that Bradesco's performance in the first three
quarters of 2005 attested to it, as both core earnings and margins
were up sharply from previous quarters.  Those improved indicators
were boosted by the favorable combination of high interest rates,
continued strong credit demand, and adjustments to the cost base.

Moody's had previously indicated that the sustainability of
Bradesco's new profitability targets would be key to a potential
upgrade of the bank's financial strength rating.  In that regard,
management has demonstrated the ability to extract value out of
Bradesco's broad franchise, which Moody's views as offering many
opportunities to bolster core earnings generation.

The rating agency added that Bradesco's management is challenged
to manage the depth and size of Bradesco's diversified business
platform efficiently, and, without losing focus on its need to
maximize the value of its franchise.  The bank's growth dynamics
have resulted in a formidably diversified conglomerate, whose
asset size went up considerably over the past seven years, to
reach R$202 billion in September 2005, with a customer base of
more than 16.5 million account holders.

This rating has been affected:

   * Bank Financial Strength Rating of C- : outlook changed to
     positive, from stable


BANCO RURAL: Moody's Withdraws All Ratings
------------------------------------------
Moody's Investors Service has withdrawn all of its ratings
for Banco Rural S.A. for business reasons.  Moody's stressed
this action does not reflect a change in Banco Rural's
creditworthiness.

The bank has no rated foreign currency debt outstanding.

Banco Rural had total assets of US$1.9 billion as of June 2005.

These ratings were withdrawn:

   * Bank Financial Strength Rating: E+, negative outlook

   * Long and Short Term Foreign Currency Deposit Ratings:
        B2/Not Prime, negative outlook

   * Long and Short Term Local Currency Deposit Ratings:
        B2/Not Prime, negative outlook

   * Long and Short Term National Scale Deposit Ratings:
        Ba1.br/BR-4


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 investment bank.  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.


BROOKLYN HOSPITAL: Wants Plan-Filing Period Extended to July 28
---------------------------------------------------------------
The Brooklyn Hospital Center and its debtor-affiliate Caledonian
Health Center, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of New York, to extend their time to:

   a) exclusively file a chapter 11 plan until July 28, 2006; and

   b) solicit acceptances of that plan until Sept. 25, 2006.

The Debtors tell the Court that their chapter 11 cases are
sufficiently large and complex to warrant the extension.

Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP, in
New York, relates that the Chapter 11 Cases are complicated by the
Debtors' status as not-for-profit entities.  Mr. Handelsman
reminds the Court that the Debtors' fiduciary duties run not only
to their creditors, but also to the communities they serve.  Every
decision the Debtors make must not only be vetted and negotiated
with their traditional creditor constituencies, but the impact on
other parties-in-interest must be evaluated based on the Debtors'
duty of mission, Mr. Handelsman explains.

In addition, Mr. Handelsman states, as health care providers, the
Debtors are regulated by various governmental agencies including
the United States Department of Health and Human Services and the
New York State Department of Health.  Hence, when making
decisions, the Debtors are also required to factor in, and ensure
compliance with, the complex web of federal and state rules and
regulations, which further complicate their Chapter 11 Cases, Mr.
Handelsman says.

The Debtors believe that the additional time will enable them to
stabilize their operations, negotiate a reorganization plan with
their creditors, and ultimately achieve a result that maximizes
the value of the estate.

The Debtors assure the Court that the extension will not harm
their creditors or other parties-in-interest nor delay the
reorganization process.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


C. PAUL & SONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: C. Paul & Sons Development Company, Inc.
        P.O. Box 110034
        Nashville, Tennessee 37211

Bankruptcy Case No.: 06-00638

Chapter 11 Petition Date: February 14, 2006

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine, II

Debtor's Counsel: William L. Norton, III, Esq.
                  Boult, Cummings, Conners & Berry, PLC
                  P.O. Box 340025
                  Nashville, Tennessee 37203
                  Tel: (615) 252-2397
                  Fax: (615) 252-6397

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CACI INT'L: Inks Amended Agreement to Purchase Information Systems
------------------------------------------------------------------
CACI International Inc. (NYSE: CAI) entered into an amended and
restated asset purchase agreement to purchase substantially all
of the assets of Information Systems Support, Inc.  On Jan. 31,
2005, both companies reported a delay in the closing after ISS
informed CACI of the loss of a significant recompetition contract,
which required a revised valuation of ISS.  The valuation process
has now been completed and the parties have entered into a revised
agreement.

ISS is an award-winning and ISO:9001-certified information
technology solutions provider primarily to the U.S. Government.
Headquartered in Gaithersburg, Maryland, ISS offers solutions in
three main service areas: information technology, communications,
and logistics.  At the time of closing, ISS will have
approximately 950 employees, more than 70% of whom hold Secret or
higher clearances, serving major clients such as the U.S. Army,
Navy, Air Force, other Defense Department agencies, and federal
civilian agencies such as the Departments of Justice and
Transportation, the General Services and Social Security
Administrations, and the Library of Congress.  CACI anticipates
closing on or about March 1, 2006, and will issue revised
revenue and earnings guidance at that time.

Under terms of the agreement, CACI will pay $145 million in cash,
subject to certain closing adjustments.  Since this transaction
is an asset purchase, it will give rise to substantial future
cash tax benefits, estimated at a present value of approximately
$17 million.  The acquisition will be financed through the
company's existing cash and borrowings under its revolving credit
facility.

"We are pleased to welcome the Information Systems Support team
to CACI," Dr. J.P. London, CACI Chairman, President, and CEO,
said.  "The acquisition of ISS broadens our presence in vital,
high-growth areas of the U.S. national security market, and brings
us new clients, complementary to our customer base, who have
increasing requirements, priority funding, and new locations
targeted for expansion.  Our new ISS colleagues also provide
outstanding expertise and talents that are a great fit with CACI's
corporate culture of quality client service, honesty and
integrity, and excellence in all we do."

Mr. London continued, "The acquisition of ISS continues our strong
mergers and acquisitions (M&A) program, which is a key element of
CACI's strategic growth plans.  Along with positive organic growth
and increased contract awards, our M&A activity continues to help
us expand support for our clients, create opportunities for our
employees, and deliver high returns for our shareholders."

CACI International Inc -- http://www.caci.com/-- provides the IT
and network solutions needed to prevail in today's new era of
defense, intelligence, and e-government.  From systems integration
and managed network solutions to knowledge management,
engineering, simulation, and information assurance, we deliver the
IT applications and infrastructures our federal customers use to
improve communications and collaboration, secure the integrity of
information systems and networks, enhance data collection and
analysis, and increase efficiency and mission effectiveness.  The
Company's solutions lead the transformation of defense and
intelligence, assure homeland security, enhance decision-making,
and help government to work smarter, faster, and more
responsively.  CACI, a member of the Russell 1000 and S&P SmallCap
600 indices, provides dynamic careers for approximately 9,500
employees working in over 100 offices in the U.S. and Europe.
CACI is the IT provider for a networked world.

                          *     *     *

Moody's Investors Service assigned CACI a Ba2 Long-term Corporate
Family Rating and a Ba2 Bank Loan Debt Rating on April 1, 2004.
Standard & Poor's assigned a BB Long-term Foreign Issuer Credit
Rating and a BB Long-term Local Issuer Credit Rating to CACI on
March 30, 2004.

CACI INTERNATIONAL INC, is the Borrower under a Credit Agreement
dated as of May 3, 2004, as amended by a FIRST AMENDMENT dated as
of May 17, 2005, with BANK OF AMERICA, N.A., as Administrative
Agent for a consortium of Lenders, Swing Line Lender and L/C
Issuer, providing the company with $346,500,000 Term Loan and
access to up to $200,000,000 of credit on a revolving basis
through May 3, 2009.


CALPINE CORP: Curtis Mallet-Prevost Approved as Conflicts Counsel
-----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
permission to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as
their conflicts counsel, nunc pro tunc to the Petition Date.

Curtis Mallet-Prevost will handle matters which are not
appropriately handled by Kirkland & Ellis, the Debtors' general
bankruptcy counsel, because of actual or potential conflict of
interest issues or, alternatively, which the Debtors or Kirkland
request be handled by Curtis Mallet-Prevost.

Curtis Mallet-Prevost will:

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

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

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

   -- prepare all motions, applications, answers, orders, reports
      and papers necessary to the administration of the Debtors'
      estates;

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

   -- represent the Debtors in connection with obtaining
      postpetition financing;

   -- advise the Debtors in connection with any potential sale of
      assets;

   -- appear before the Court, any appellate courts and the
      United States Trustee and protect the interests of the
      Debtors' estates before those Courts and the United States
      Trustee;

   -- consult with the Debtors regarding tax matters; and

   -- perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with the Chapter 11 Cases, including:

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

         (b) the analysis of the validity of liens against the
             Debtors; and

         (c) advice on corporate, litigation and environmental
             matters.

The Debtors will pay the Firm in accordance with its current
hourly rates:

     Billing Category                Hourly Rate
     ----------------                -----------
     Partners                        $495 to $675
     Counsel                         $385 to $540
     Associates                      $240 to $495
     Paraprofessionals               $120 to $170

Steve J. Reisman, a partner at CMP, ascertains that CMP does not
hold or represent any interest adverse to the Debtors' estates.
CMP is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code as modified by Section
1107(b).

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities. (Calpine Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Gets Final Order to Maintain Existing Bank Accounts
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 29, 2005,
Calpine Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
authority, on an interim basis, to continue using their existing
bank accounts with the same names and account numbers as existed
immediately prior to the Chapter 11 cases.  The Court waives the
requirement to establish separate accounts for cash collateral and
tax payments.

The Debtors are authorized to deposit funds in and withdraw funds
from the bank accounts by all usual means and to otherwise treat
the prepetition bank accounts for all purposes as debtor-in-
possession accounts.

                       *     *     *

The Court grants the Debtors' request on a final basis.

To the extent that any Bank Accounts are held at financial
institutions that are not currently authorized depositories under
the guidelines of the United States Trustees Office for Region 2,
the Debtors are authorized to maintain these accounts for 30
days, until February 24, 2006.  The Waiver Period may be extended
by the Debtors with the consent of the U.S. Trustee without
further Court order.

Any requirements to establish separate accounts for cash
collateral or tax payments are waived.

The bank accounts held in the name of the CCFC Preferred
Holdings, LLC, or Calpine Construction Finance Company, L.P., are
excluded from the Court Order.

In the event any entity related to CCFC Preferred Holdings, LLC,
becomes a debtor, that CCFC Preferred Holdings Entity will be
authorized to advance or otherwise transfer funds to other
Debtors only to the extent of, and in accordance with, the pre-
bankruptcy ordinary course of business of that CCFC Holdings
Preferred Holdings Entity.

The bank accounts held in the name of Calpine Deer Park, LLC,
Calpine DP LLC, Calpine Deer Park Partner LLC, Deer Park Energy
Center Limited Partnership and Deer Park Energy Center, LLC, are
also excluded.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities. (Calpine Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CAPITAL AUTO: Moody's Assigns Ba2 Rating to $31.5MM Class D Notes
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings of Prime-1,
Aaa, A1, Baa2 and Ba2 to the notes issued by Capital Auto
Receivables Asset Trust 2006-1 (CARAT 2006-1).

Complete rating action:

   Issuer: Capital Auto Receivables Asset Trust 2006-1

   * $510,000,000 4.642% Class A-1 asset-backed
        notes, rated Prime-1

   * $450,000,000 5.03% Class A-2a asset-backed notes, rated Aaa

   * $1,060,000,000 LIBOR + 0.03% Class A-2b asset-backed
        notes, rated Aaa

   * $650,000,000 5.03% Class A-3 asset-backed notes, rated Aaa

   * $252,835,000 5.04% Class A-4 asset-backed notes, rated Aaa

   * $126,052,000 5.26% Class B asset-backed notes, rated A1

   * $47,270,000 5.55% Class C asset-backed notes, rated Baa2

   * $31,513,000 7.16% Class D asset-backed notes, rated Ba2

The ratings are based on the quality of the underlying auto loans
and their expected performance; the strength of the transaction's
structure; the enhancement provided by subordination ranging from
6.50% to 1.00%, overcollateralization of 0.75%, a fully funded
non-declining 0.50% reserve account and available excess spread;
and the experience of General Motors Acceptance Corporation as
servicer.


CAPITAL AUTO: Fitch Rates $31.5 Million Asset-Backed Notes at BB
----------------------------------------------------------------
Fitch Ratings assigned these ratings to Capital Auto Receivables
Asset Trust 2006-1:

     -- $510,000,000 class A-1 4.642% asset-backed notes 'F1+';
     -- $450,000,000 class A-2a 5.03% asset-backed notes 'AAA';
     -- $1,060,000,000 class A-2b 5.02% asset-backed notes 'AAA';
     -- $650,000,000 class A-3 5.03% asset-backed notes 'AAA';
     -- $252,835,000 class A-4 5.04% asset-backed notes 'AAA';
     -- $126,052,000 class B 5.26% asset-backed notes 'A';
     -- $47,270,000 class C 5.55% asset-backed notes 'BBB'; and
     -- $31,513,000 class D 7.16% asset-backed notes 'BB'.

Fitch's ratings address the likelihood of noteholders receiving
payment of interest and principal in accordance with the terms of
the transaction's governing documents.  Interest on the notes will
be distributed on the 15th of each month, beginning on March 15,
2006.  Payments of interest on class B, class C, and class D notes
are subordinated to payments of interest on class A notes.
Principal on the notes will be paid sequentially.  Interest on
class B, class C, and class D notes is senior to principal on
class A notes, interest payments on these notes will not be
allowed under an event of default and acceleration until class A
notes are fully paid or the acceleration is rescinded.

The receivables in the 2006-1 transaction are originated by GMAC
in accordance with GMAC's underwriting standards.  Like the past
three transactions, 2006-1 contains non-subvented loans and used
vehicles, 2006-1 includes 30% of non-subvented loans, and 19.75%
used vehicles.  Similar to 2005-1, there is high concentration of
loans with original terms between 61-72 months, at 25.8%.  The APR
from the 2006-1 transaction has declined slightly to 3.85% from
4.24% in 2005-1. Average original term has decreased from 60.62
months in 2005-1 to 60.43 months.

Initial credit enhancement equal to 7.75% for the class A notes
(6.50% subordination, a 0.50% fully funded reserve account, and
0.75% overcollateralization), 3.75% for the class B notes (2.50%
subordination, 0.50% reserve, and 0.75% OC), 2.25% for the class C
notes (1.00% subordination, 0.50% reserve, and 0.75% OC) and 1.25%
for the class D notes (0.50% reserve and 0.75% OC).

Based on the loss statistics of GMAC's prior securitizations, as
well as GMAC's U.S. retail portfolio performance, Fitch expects
solid performance from the pool of receivables in the 2006-1
transaction.  For the nine months ending Sept. 30, 2005, GMAC's
net retail portfolio of approximately 4.60 million contracts had
60+ day delinquencies as a percentage of contracts outstanding of
0.18%, and net losses as a percentage of the average receivables
were 0.82%.


CATHOLIC CHURCH: Portland Responds to Estimation Objections
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 31, 2006,
David A. Foraker, the Future Claimants Representative, Tort
Claimants and the Tort Committee objected the Archdiocese of
Portland in Oregon's request to estimate and temporarily allow all
unresolved present child sex abuse tort claims filed by April 29,
2005, for the limited purposes of voting on, and confirmation of,
Portland's Plan of Reorganization.

                      Estimation Procedures

Portland's proposed estimation methodology is based primarily on
140 prepetition claims alleging sexual abuse of minors that were
actually liquidated within 2000 to 2004.  The Liquidation occurred
within the adversary system of the Oregon state courts, pursuant
to settlements between the Archdiocese and child sex abuse tort
claimants.

A total of 45 claims alleging misconduct by former priest Maurice
Grammond were liquidated for $28,404,500, for an average of
$631,211 per claim, and 14 claims alleging misconduct by former
priest Thomas Laughlin were liquidated for $10,054,765, for an
average of $773,443 per claim.  The remaining 82 non-Grammond and
non-Laughlin claims liquidated for $14,942,834, for an average of
$182,230 per claim.

According to Mr. Stilley, the average value of the Settled Claims
is highly probative of the aggregate actual value of the
Unresolved Present Child Sex Abuse Tort Claims for purposes of
Plan confirmation.

The Settled Claims and the Unresolved Present Child Sex Abuse
Tort Claims have similar characteristics, including:

   -- proximity in time of liquidation;

   -- type and nature of alleged abuse;

   -- range of time period from the alleged occurrence until the
      assertion of the claim;

   -- range of alleged damages;

   -- identity of employer or principal of the accused
      wrongdoers;

   -- applicable law;

   -- representation by and identity of claimants' attorneys; and

   -- requests for jury trials.

Based on the Settled Claims Data, the Unresolved Present Child
Sex Abuse Tort Claims is expected to actually liquidate in amounts
ranging from $0 to over $1,000,000.  However, since most of the
Unresolved Present Child Sex Abuse Tort Claims are in the earliest
stages of discovery, Mr. Stilley submits that it is speculative at
this time to predict whether any Unresolved Present Child Sex
Abuse Tort Claim will liquidate for $0, $1,000,000, or, more
likely, at some point in between.  The only certainty, Mr. Stilley
says, is that a claimant's allegations of the amount of damages he
or she is entitled to receive has no correlation to the amount of
damages the claimant will ultimately receive.

                       Portland Responds

Susan S. Ford, Esq., at Sussman Shank LLP, in Portland, Oregon,
argues that the objecting parties' theory that there should be "no
estimations when the debtor is solvent" is flawed and unsupported
by case law.

Ms. Ford reminds the U.S. Bankruptcy Court for District of Oregon
that the Archdiocese's solvency has not been established, either
by quantifying assets or liabilities.  Judge Perris' recent
decisions in the "property of the estate" dispute did not finally
determine the extent or the value of the property of the
Archdiocese's estate.  There are pending legal and equitable
issues, which will take a long time to determine.

The issues include:

   -- the Archdiocese's unliquidated liabilities with respect to
      the Unresolved Present Sex Abuse Tort Claimants; and

   -- the question of the Archdiocese's contingent liability to
      "Future Claimants", and for alleged punitive damages.

Ms. Ford points out that the lengthy time that will be required to
determine the assets of the Archdiocese's estate and to liquidate
the amount of liabilities should not unduly delay the
administration of the Chapter 11 case.  The Archdiocese can
proceed with confirmation of its Plan once the Court performs its
duty to estimate the claims.

Ms. Ford further notes that the Chapter 11 process should not be
paralyzed by legally unsupportable demands for absolute certainty.
The highly probative evidence currently before the Court is more
than a preponderance to support undertaking estimations using the
Archdiocese's proposed methodology.  The Archdiocese will rely on
an estimation of the fair market value of all unresolved claims,
based on the recent history of liquidations of substantially
similar claims against it, in the State of Oregon.

Ms. Ford clarifies that Portland is not asking the Court to
speculate but rather to consider the evidence of 140 actual
liquidations of similar claims, in close proximity of time to the
Petition Date, entered into with claimants who were represented by
skilled and experienced attorneys in Oregon.

According to Ms. Ford, the objecting parties' proposed $2,250,000
per claim figure is the "average" of rare and aberrational jury
verdicts from all states other than Oregon.  The figure includes
punitive damages, which is beyond the scope of the Archdiocese's
request.

                      Possible Alternative

Ms. Ford tells the Court that jury trials to estimate claims would
only cause substantial delay and waste resources necessary to pay
claims.  However, Portland acknowledges that a number of the
Unresolved Present Sex Abuse Tort Claims will be liquidated by
jury trials.

Accordingly, the Archdiocese is willing to cushion its estimation
methodology by accounting for the possibilities of trial by jury.

Specifically, Portland would add to the aggregate amount
determined by the Archdiocese's existing methodology a reasonable
value for compensatory damages for a plaintiff's verdict in
Oregon for the one or two cases of the 116 Unresolved Present Sex
Abuse Tort Claims that have the potential to be liquidated by a
jury verdict.

"This is a possible addition, if the [Objecting Parties] introduce
evidence to show some error in [Portland's] estimation," Ms. Ford
explains.

Portland believes the alternative methodology is "relatively
accurate so long as a jury verdict estimated value is based upon
Oregon compensatory damages jury verdicts against church entities,
and multiplied by the statistically established 1-3% chance of
trial by jury verdict."

For these reasons, the Archdiocese asks Judge Perris to approve
its proposed estimation method and permit it to proceed with the
confirmation of its Plan of Reorganization.

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 Wants 7 Co-Defendants' Claims Estimated
-----------------------------------------------------------------
For purposes of voting and confirmation of the Plan of
Reorganization filed by the Archdiocese of Portland in Oregon,
Portland asks the U.S. Bankruptcy Court for the District of
Oregon to estimate the claims asserted by its co-defendants at
$0:

     Co-defendant                        Claim No.
     ------------                        ---------
     Order of Friar Servants of Mary        120
     Redemptorist Society of Oregon         173
     St. Mary's Home                        323
     Mt. Angel Abbey                        451
     Mt. Angel Abbey                        453
     Franciscan Friars of California        454
     Franciscan Friars of Oregon            455

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, notes that each of Claims are claims for indemnity or
contribution filed by the co-defendants in relation to certain
tort claims asserted against them and the Archdiocese.

However, Mr. Stilley argues that no right to indemnity or
contribution exists for any of the Claims because:

   -- the plaintiff from the lawsuit related to Claim No. 120 in
      which the Order of Friar Servants of Mary remains a
      defendant voluntarily dismissed Portland without requiring
      any payment;

   -- the lawsuit related to Claim No. 173 has been settled by
      all plaintiffs and defendants and none of the defendants in
      that case have a right to indemnity or contribution against
      Portland as a result of the settlement; and

   -- the claims related to Claim Nos. 323, 451, 453, 454, and
      455 remain to be settled or tried.  Portland does not
      believe that it has any liability for the claims.

In addition, judgment on the tort claim related to Claim No. 451
was entered in favor of the Archdiocese and other defendants on
May 10, 2004.  The plaintiff has appealed the judgment, Mr.
Stilley says.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  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)


CELERO TECH: Court Extends Exclusive Plan-Filing Period to Feb. 20
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, gave Celero Technologies, Inc., fka Sim Training
Holdings, Inc., extensions of their time to:

   a) exclusively file a plan through and including Feb. 20,2006;
      and

   b) solicit acceptances of that plan through and including
      April 20,2006.

As reported in the Troubled Company Reporter on Jan. 11, 2006,
the Debtor stressed that it has been active and diligent in
resolving important issues affecting its reorganization, including
working with its largest customer, Verizon, to encourage Verizon
to exercise its option to expand its license rights to use the
Debtor's SimShop(R) technology for a $1,500,000 fee.

The Debtor believes that the extension will allow them to pursue
alternative strategies in the event Verizon elects not to exercise
the option, and to address other unforeseen contingencies that may
arise.

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.


CITGO: PDVSA Crude Shipments Increase Despite Diplomatic Spat
-------------------------------------------------------------
PDVA aka Petroleos de Venezuela SA's deliveries of crude to its
refining and distribution arm Citgo Petroleum Corp. have not been
interrupted as a result of diplomatic tensions between the United
States and Venezuela.

Deputy president for trade and supply Asdrubal Chavez told
Business News Americas that the company's shipments could even
increase by 100,000 barrels a day in March.

This development is contrary to what industry analysts believe
would happen after one diplomat from each side was expelled.

Mr. Chavez told Business News that of the 1.5 million barrels a
day of crude and oil products PDVSA sends to the U.S. every day,
about 1Mb/d is still processed at Citgo refineries or refineries
affiliated to PDVSA such as Hovensa (a partnership with Amerada
Hess based in the Virgin Islands) and Chalmette (a similar deal
with ExxonMobil in Louisiana).

Mr. Chavez also disclosed to Business News that Venezuela could
significantly increase its liquid fuels exports by 2008 thanks to
a plan for increased natural gas usage in thermal generation and
other industries.

According to government figures, increased use of natural gas
could free up some 100,000b/d of liquid fuels.  By 2008-2009
Venezuela plans to produce some 11 billion cubic feet a day of
natural gas, up from some 7Bf3/d at present, according to national
gas regulator Enagas.

Besides eight refining facilities, Citgo also banners about 14,000
gas stations in the continental U.S. and Puerto Rico.

Citgo is owned by PDVSA America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry,
as well as planning, coordinating, supervising and controlling
the operational activities of its divisions, both in Venezuela
and abroad.

                        *    *    *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating to
CITGO Petroleum Corp.  The ratings, S&P said, reflect a
satisfactory business risk profile and an aggressive financial
risk profile, limited by the ratings of the company's parent,
Petroleos de Venezuela S.A. aka PDVSA.

CITGO's credit strength as a stand-alone entity is based on the
scale and complexity of its refining operations, which have net
crude processing capacity of 970,000 barrels per day through
three wholly owned fuel refineries, two asphalt refineries, and
-- in a non-operating position -- a 41% interest in the Lyondell-
CITGO Refining L.P. joint venture.

Standard & Poor's 'BB' rating on CITGO is higher than the 'B+'
corporate credit rating on PDVSA, because of the relative
strength of the refiner's financial profile and the asset
protection afforded to CITGO creditors, if CITGO defaults for
PDVSA-specific reasons -- for example, a Venezuela sovereign
default.  Nevertheless, CITGO could be challenged by events
surrounding PDVSA.

                        *    *    *

On Jan. 23, 2005, Fitch Ratings upgraded the local and
foreign currency ratings of Petroleos de Venezuela S.A. aka
PDVSA to 'BB-' from 'B+'.  The rating of PDVSA's export
receivable future flow securitization, PDVSA Finance Ltd, was
also upgraded to 'BB+' from 'BB'.  In addition, Fitch has
assigned PDVSA a 'AAA(ven)' national scale rating.  The Rating
Outlook is Stable.  Both rating actions follow Fitch's November
2005 upgrade of Venezuela's sovereign rating.


COLLINS & AIKMAN: Taps Mary Ann Wright as Comm'l Management EVP
---------------------------------------------------------------
Frank Macher, President and Chief Executive Officer of Collins &
Aikman Corporation, reported the appointment of Mary Ann Wright as
Executive Vice President Commercial and Program Management for the
North American automotive supplier.  Ms. Wright will be
responsible for organizing, planning and implementing the overall
marketing, sales, business development and program management
activities for the Company.

Ms. Wright joins Collins & Aikman from Ford Motor Company where
she most recently served as Director of Sustainable Mobility
Technologies and Hybrid Vehicle Programs.  In this capacity, she
was responsible for all hybrid, fuel cell and alternative fuel
technology development.  Ms. Wright also served as Chief Engineer
of the 2005 Ford Escape Hybrid, the industry's first full hybrid
SUV.  She began her career at Ford in 1988, holding a variety of
positions in finance, product and business planning, and
engineering.  She also played a major role in the launch of
multiple vehicles at Ford including the initial Mercury Villager
and Nissan Quest, and successive versions of the Ford Taurus
and Mercury Sable.

"Mary Ann is a respected, proven and recognized industry leader,"
Mr. Macher said.  "She brings a thorough understanding of our
customers' needs in terms of product development processes, and
program management.  She is a valuable addition to our senior
management team."

Ms. Wright was recently recognized by Automotive News as one of
the "Leading 100 Women in the Automotive Industry" for 2005.  She
holds a bachelor's degree in Economics and International Business
from the University of Michigan, a Master of Science degree in
Engineering from the University of Michigan and a Master of
Business Administration degree from Wayne State University.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.


COMMERCIAL MORTGAGE: Loan Payoffs Cue Fitch's Rating Upgrades
-------------------------------------------------------------
Fitch Ratings upgrades these commercial mortgage pass-through
certificates, series 1998-C2, from Commercial Mortgage Acceptance
Corp.:

     -- $173.5 million class D to 'AAA' from 'AA+';
     --  $43.4 million class E to 'AAA' from 'A+';
     --  $21.7 million class G to 'AA' from 'BB+';
     --  $36.1 million class H to 'A' from 'BB-';
     --  $65.1 million class J to 'BB' from 'B';
     --  $21.7 million class K to 'B+' from 'B-'.

Fitch affirms these classes:

     -- $506.1 million class A-2 'AAA';
     -- $671.1 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $144.6 million class B 'AAA';
     -- $173.5 million class C 'AAA'.

The $21.7 million class L remains at 'CC'.  Fitch does not
rate the $122.9 million class F or the $4.4 million class M
certificates.

The upgrades reflect the increased credit enhancement levels from
loan payoffs and amortization.  In addition, a total of 12 loans
(33.7%) have defeased to date, including four of the top five
loans (30.2%).  As of the January 2006 distribution date, the
pool's aggregate principal balance has been reduced by 29.9% to
$2.0 billion from $2.89 billion at issuance.

As of the January 2006 distribution date, six loans (2.4%) were in
special servicing, including four 90+ days delinquent loans
(1.6%), a 60 days delinquent (0.2%) and a 30 days delinquent loan
(0.39%).  The largest specially serviced loan (1.2%) is secured by
a multi-family property in Hatboro, PA and is 90+ days delinquent.
A deed in lieu is expected.

he next group of specially serviced loans (0.38% and 0.12%,
respectively), is secured by two multifamily properties in Dallas,
TX.  A discounted payoff is being negotiated between the borrower
and the special servicer.

The third largest specially serviced loan (0.38%) is secured by a
retail property in Durham, NC.  The borrower was expected to pay
off the loan in October of 2005, but has not been able to pay it
off so far.

Realized losses in the pool total $38.9 million, or 1.4% of the
pool's original principal balance.


COMPASS MINERALS: Earns $13.4 Mil. in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Compass Minerals International, Inc. (NYSE:CMP) reported its
financial reports for the fourth quarter and full year ended
Dec. 31, 2005.

Compass Minerals earned $13.4 million on $283.1 million of sales
for the three months ended Dec. 31, 2005.

                            Highlights

   -- The company set new records for quarterly and full year
      sales from continuing operations.  Fourth quarter sales were
      $283.1 million, up 28% from the year ago quarter, and full
      year sales increased 16% over the prior year to
      $742.3 million.  Continuing operations exclude the results
      of the company's British general trade plant which was sold
      on Dec. 30, 2005.  That plant's results are reported as
      discontinued operations in the statement of operations;

   -- Fourth quarter net earnings from continuing operations were
      $9.3 million compared to $18.9 million in the 2004 period.
      Excluding special items from both years, fourth quarter net
      earnings from continuing operations increased 53% over the
      prior year quarter to $33.9 million;

   -- Compass's 2005 net earnings from continuing operations were
      $26.8 million compared with $47.8 million in 2004.  When
      special items are excluded from both years, 2005 net
      earnings from continuing operations increased 27% over the
      prior year to $52.0 million;

   -- EBITDA from continuing operations declined by $4.3 million
      from 2004 to 2005, while 2005 adjusted EBITDA from
      continuing operations improved by $20.7 million over the
      prior year; and

   -- The company refinanced its 10% senior subordinated notes
      with a bank credit facility and incurred expenses of
      $33.2 million in connection with the transaction.

"We posted solid growth in both of our segments in addition to the
year-end sales boost that the December snows gave us," Michael E.
Ducey, president and CEO of Compass Minerals International said.
"We also took advantage of favorable interest rates to restructure
some of our debt, and we monetized an underperforming asset in the
fourth quarter so that we can make better use of our shareholders'
money.  In short, our disciplined focus on growing the fundamental
value of the company yielded strong 2005 results, which led the
board to increase our quarterly dividend by 11 percent to $0.305
per share."

Heavy December snows in the Great Lakes region of North America
and in the U.K., along with price improvements across all product
categories, contributed to a 30% increase in salt sales over the
prior year quarter.  Highway deicing salt volumes increased 28%
and prices increased an average of 9% over fourth quarter 2004
levels.  Robust consumer-deicing salt sales and growth in the
company's water conditioning salt products helped boost general
trade salt volumes by 11% over the 2004 quarter, and previously
announced price increases contributed to a quarter-over-quarter
average price improvement of seven percent.

For the full year, salt sales improved 16% over 2004 levels as a
result of price improvements; severe winter weather in the first
and fourth quarters, which benefited both highway deicing and
general trade sales; and growth in the company's water-
conditioning product lines.

Compass estimates that heavier-than-normal December snowfalls
contributed approximately $35 million to $45 million to fourth
quarter 2005 revenues and approximately $8 million to $12 million
to fourth quarter 2005 operating earnings.  For the full year, the
company estimates that revenues benefited by approximately
$60 million to $70 million from more-severe-than-average winter
weather and operating earnings benefited by approximately
$12 million to $18 million.

Fourth quarter sulfate of potash revenues were up 10% over the
prior year quarter, though volumes were six percent lower year-
over-year because of a shift of international sales from the
fourth quarter to the third quarter of 2005.  Full year SOP sales
improved 17% over 2004 primarily through price improvements.  In
December 2005, the company announced a $20 per ton price increase
which took effect on Feb. 1, 2006.

Shipping and handling costs were 31% of gross sales in the fourth
quarter and full year of 2005 compared with 29% of gross sales in
the fourth quarter and full year of 2004.  The year-over-year
change reflects rising fuel costs and capacity constraints, which
spurred increased transportation rates.

Compass hedges its natural gas purchases, which helps protect the
company from short-term volatility in gas prices.  However,
natural gas costs in the fourth quarter of 2005 were up
approximately $1.6 million over the fourth quarter of 2004.

Despite higher natural gas and input costs throughout the year,
the company's cost of goods sold remained constant as a percent of
gross sales year-over-year reflecting improved pricing throughout
the company's product lines, economies of scale and savings
generated by the company's Operational Excellence efficiency-
improvement initiatives.

Selling, general and administrative expenses declined by
$2.2 million in the fourth quarter when compared to the fourth
quarter of 2004 due to lower variable employee compensation costs,
professional services and advertising expenses.  For the year,
SG&A costs were $1.3 million higher as a result of changes in
foreign currency exchange rates and increased professional
services costs.

Accretion on the company's discount notes drove an interest
expense increase of $0.9 million quarter-over-quarter and
$2.6 million year-over-year.

In December 2005, Compass incurred Other Expense of $33.2 million
for its tender for $323.0 million principal amount of the
company's 10% senior subordinated notes.  Approximately $2 million
principal amount of notes remains outstanding.  The tender offer
was financed with new senior secured credit facilities totaling
$475.0 million.  The facilities consist of a $350.0 million term
loan due in 2012 and a $125.0 million revolving credit facility
due in 2010.  Other Expense also reflects interest income and
foreign exchange losses.

"We are continually focused on enhancing our financial
flexibility, and we made significant progress in 2005.  In the
fourth quarter, we completed a tender offer and refinancing that
substantially eliminated one of our three high-interest bond
issuances and replaced it with lower-interest debt, which we can
pre-pay at the company's discretion," Mr. Ducey said.

Debt as of Dec. 31, 2005, was $615.9 million compared to
$583.1 million at Dec. 31, 2004, and debt net of cash was
$568.8 million at Dec. 31, 2005, compared to $573.4 million in
2004.

In 2005, the company's fourth quarter income tax expense included
a $4.1 million charge for its plan to repatriate foreign funds in
accordance with the American Jobs Creation Act of 2004.

Compass recorded a $3.7 million gain, net of tax, on the Dec. 30,
2005, sale of its British general trade salt plant.  Proceeds from
the sale totaled $36.2 million.  The company plans to contribute
approximately $4 million of the proceeds to the pension plan of
its British subsidiary.  The remaining proceeds will be used for
general corporate purposes, including debt reduction.

Capital expenditures in 2005 were $4.9 million above the prior
year due to the previously announced expansion of the company's
magnesium chloride production capacity at the Great Salt Lake and
the installation of a new mill at its Goderich mine.  Those
projects are expected to be completed by mid-year 2006.

Based in the Kansas City metropolitan area, Compass Minerals
International, Inc., is the second-leading salt producer in North
America and the largest in the United Kingdom.  The company
operates eight production facilities, including the largest rock
salt mine in the world in Goderich, Ontario.  The company's
product lines include salt for highway deicing, consumer deicing,
water conditioning, consumer and industrial food preparation,
agriculture and industrial applications.  In addition, Compass is
North America's leading producer of sulfate of potash, which is
used in the production of specialty fertilizers for high-value
crops and turf, and magnesium chloride, which is a premium deicing
and dust control agent.

                            *   *   *

Compass Minerals International, Inc.'s 12-3/4% Series B Senior
Discount Notes due 2012 carry Standard and Poor's Ratings
Services' B- rating.  S&P assigned that rating on Dec. 15, 2003,
shortly after Compass offered to exchange $123,500,000 of the
Series B Notes for an equal amount of then-outstanding Series A
Notes.


COPEL: Inks Letter of Intent with El Paso for Power Plant Sale
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) entered into a Letter of Intent
with COPEL (Companhia Paranaense de Energia) for the sale of El
Paso's interest in the Araucaria power plant in Brazil and the
settlement of a dispute over that plant.

Under the terms of the Letter of Intent, El Paso will receive
$190 million in exchange for its 60% ownership of the plant.
Additionally, pending Petrobras' formal approval, El Paso and
COPEL, as co-owners with Petrobras of the plant, agreed that legal
proceedings, which currently exist in the courts of Brazil and in
international arbitration, will be suspended.  El Paso hopes to
complete the sale of the Araucaria plant in the first half of the
year.

"The announcement represents another step forward for our
Brazilian power business," said Doug Foshee, president and chief
executive officer of El Paso Corporation.  "The sale will allow us
to recover our initial investment in the Araucaria plant,
sharpening our focus on the significant potential of our
exploration and production program in Brazil."

                       About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corporation --
http://www.elpaso.com/-- provides natural gas and related energy
products in a safe, efficient, and dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.

                           About COPEL

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense de
Energia SA -- http://www.copel.com/-- transmits and distributes
electricity to more than 3 million customers in the state of Paran
and has a generating capacity of nearly 4,600 MW, primarily from
hydroelectric plants.  COPEL also offers telecommunications,
natural gas, engineering, and water and sanitation services.  The
company restructured its utility operations in 2001 into separate
generation, transmission, and distribution subsidiaries to prepare
for full privatization, which has been indefinitly postponed.  In
response, COPEL is re-evaluating its corporate structure.  The
government of Paran controls about 59% of COPEL.

                        *    *    *

Copel's BRL100,000,000 debentures due March 1, 2007 is rated Ba3
by Moody's.


CYBERCARE INC: Wants Until March 13 to File Chapter 11 Plan
-----------------------------------------------------------
CyberCare, Inc., and CyberCare Technologies, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend until March 13, 2006, the period within which they have the
exclusive right to file a chapter 11 plan and disclosure
statement.

The Debtors give the Court three reasons supporting the extension:

   a) the Debtors focused their time and effort to reconstruct
      their assets and liabilities;

   b) the Debtors need to work issues with other party to ensure
      that the plan is consistent with the expectations and
      requirements of that party; and

   c) the Debtors were in negotiations with their large creditors
      that will result in the filing of a consensual plan.

The extension, the Debtors say, will allow them to work through
certain issues and will provide more time to focus on a plan of
reorganization.

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


DATA TRANSMISSION: S&P Revises Outlook on B+ Ratings to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Data
Transmission Network Corp. (DTN) to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B+' corporate credit rating.  In addition,
Standard & Poor's assigned its 'B+' ratings and recovery ratings
of '3' to DTN's proposed $210 million senior secured first lien
credit facilities, reflecting the expectation that lenders would
realize a meaningful recovery (50%-80%) of principal in the event
of a payment default.  These facilities consist of a $35 million
five-year revolving credit facility and $175 million seven-year
tranche B term loan.

Standard & Poor's also assigned its 'B-' rating and recovery
rating of '5' to the company's proposed $60 million seven and a
half-year senior secured second lien term loan, reflecting the
expectation that lenders would realize a negligible recovery
(0%-25%) of principal in the event of a payment default.

The new credit facilities will be used to fund a planned
$100 million dividend to DTN's equity sponsors and to refinance
the existing credit facilities, whose ratings will be withdrawn
once the new facilities close.  Pro forma for the dividend and
refinancing, about $240 million of debt is expected to be
outstanding.

The outlook revision reflects a significant increase in DTN's
pro forma debt leverage as a result of the company's planned
$100 million dividend to its shareholders.  DTN's debt leverage,
defined as total debt to EBITDA, increases to a level that
Standard & Poor's considers to be weak for the company's 'B+'
corporate credit rating given our view of DTN's business profile.
In addition, the dividend payment reflects a more aggressive
financial policy than was previously factored into the ratings.
However, the company's improved operating performance and
financial profile in recent years enable a transaction of this
type to be accomplished within the existing rating.


DAVITA INC: Earns $56.4 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
DaVita Inc. (NYSE: DVA), disclosed its results for the quarter
and year ended December 31, 2005.  Income from continuing
operations for the three months and year ended December 31, 2005,
was $56.4 million and $207.4 million.

On October 5, 2005, the Company completed its acquisition of
Gambro Healthcare.  The operating results of Gambro Healthcare are
included in the Company's operating results effective October 1,
2005.  The operating results of the historical DaVita centers
divested in connection with the acquisition are reflected as
discontinued operations in its consolidated financial statements
for all periods presented.  Net income, including discontinued
operations was $64.1 million and $228.6 million.

Financial and operating highlights include:

   Cash Flow: Operating cash flow for the three months ended
              December 31, 2005, was $183 million and free cash
              flow was $152 million.  For the year ended December
              31, 2005 operating cash flow was $441 million and
              free cash flow was $378 million, excluding the tax
              benefit from stock option exercises and the after-
              tax benefit of Medicare lab recoveries related to
              prior years' services.  Including those items, the
              year ended operating cash flow was $486 million and
              free cash flow was $422 million.

   Operating Income: Operating income for the three months and
              year ended December 31, 2005, was $158.8 million and
              $465.4 million.


   Volume:    Total treatments for the fourth quarter were
              3,498,231 or 44,281 treatments per day.  The
              acquisition of Gambro Healthcare contributed
              1,528,295 total treatments.  Non-acquired treatment
              growth in the quarter was 2.8%, which was negatively
              impacted by the closure of 8 centers due to
              hurricane Katrina.

   Debt Expense: The increase in debt expense in the fourth
              quarter was due to the additional borrowings to fund
              the Gambro Healthcare acquisition, $2.8 million of
              non-cash deferred financing cost amortization and a
              $2.8 million interest payment to Gambro, Inc. as
              part of the purchase.

   Effective Tax Rate: The effective annual income tax rate for
              2005 was 37.4%.  The Company expects the annual
              effective tax rate for 2006 to be within a range of
              39% to 40%.

   Center Activity: As of December 31, 2005, the Company operated
              or provided administrative services at 1,233
              outpatient centers serving approximately 96,000
              patients.  During the fourth quarter, the
              acquisition of Gambro Healthcare resulted in a net
              increase of 492 centers after divestitures, and we
              opened 13 new centers and acquired 12 independent
              centers.  Additionally, the Company closed or
              indefinitely shut down 8 centers related to
              hurricane Katrina.

                             Outlook

The Company is revising its 2006 operating income guidance.
Operating income is now projected to be in the $630-700 million
range before the impact of FASB No. 123R related to stock option
expensing.  Its previous guidance was for operating income to be
in the $600 million to $670 million range.

DaVita, Inc., headquartered in El Segundo, California, is an
independent provider of dialysis services in the U.S. for patients
suffering from end-stage renal disease (chronic kidney failure).

                         *     *     *

The Company's 6-5/8% Senior Notes due Mar. 15, 2013 carries
Standard & Poor's Ratings Services B rating.


DELPHI CORP: Expects to Divest Units & Exit Bankruptcy by Mid-2007
------------------------------------------------------------------
Delphi Corporation expects to emerge from Chapter 11 in early to
mid-2007 as a stronger, more financially sound business with
viable U.S. operations that are well-positioned to advance global
enterprise objectives, a company representative said at a meeting
of Delphi's creditors.

Delphi also anticipates divesting, consolidating or winding down
a substantial segment of its U.S. business operations through the
Chapter 11 process.

The creditors' meeting was convened by Deirdre A. Martini, the
United States Trustee for Region 2, pursuant to Section 341 of
the Bankruptcy Code on February 3, 2006.  The Section 341 meeting
is a statutorily mandated meeting of creditors, presided over by
the U.S. Trustee, at which a representative of the Debtor must
appear and testify.  All creditors of the debtor are notified of
the time, date and place of and are entitled to attend a Section
341 meeting.

A Delphi representative discussed the events that led to the
company's Chapter 11 filing at the meeting.  Delphi reported
that in the first two years following Delphi's spin-off from
General Motors, Delphi generated $2,000,000,000 in net income.

Every year thereafter, however, with the exception of 2002,
Delphi suffered losses.  In calendar year 2004, Delphi reported a
net operating loss of $482,000,000 on $28,600,000,000 in net
sales.  Delphi experienced operating losses of $1,300,000,000 for
the first nine months of calendar year 2005 on nine-month net
sales of $20,200,000,000, and a year-over-year decrease in sales
of approximately $1,400,000,000.

Delphi cited three significant issues that largely contributed to
the deterioration of its financial performance:

   1.  A competitive U.S. vehicle production environment for
       domestic original equipment manufacturers resulting in the
       reduced number of motor vehicles that GM produces annually
       in the United States and related pricing pressures

   2.  Increasingly unsustainable U.S. legacy liabilities and
       operational restrictions driven by collectively bargained
       agreements, including restrictions preventing Delphi from
       exiting non-strategic, non-profitable operations, all of
       which have the effect of creating largely fixed labor
       costs; and

   3.  Increasing commodity prices.

In filing for bankruptcy, Delphi aims to:

   (a) achieve competitiveness for its core U.S. operations
       by modifying or eliminating non-competitive legacy
       liabilities and burdensome restrictions under current
       labor agreements, which were inherited from GM at the
       spin-off;

   (b) realign its global product portfolio and manufacturing
       footprint to preserve its core businesses; and

   (c) negotiate with key stakeholders over their contributions
       to the company's restructuring plan or, absent consensual
       participation, the utilization of the chapter 11 process
       to achieve the necessary cost savings and operational
       effectiveness envisioned in the company's transformation
       plan.

These topics were also discussed:

   * Delphi's executive management,
   * Delphi's restructuring and key advisors,
   * Company Background,
   * Corporate Structure,
   * Postpetition DIP Financing,
   * Creditors Committee,
   * Request for Appointment of Equity Committee,
   * Schedules of Assets and Liabilities & Statements of
     Financial Affairs,
   * Chapter 11 Case Update, and
   * Reorganization Case Calendar.

A copy of the PowerPoint presentation Delphi presented at the
meeting is available for free at:

          http://researcharchives.com/t/s?59d

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Taps Sidney Johnson as VP - Global Supply Management
-----------------------------------------------------------------
The Board of Directors of Delphi Corp. (Pink Sheets: DPHIQ)
reported that Sidney Johnson has been named vice president for
global supply management.  Mr. Johnson, currently director of
global supply management for the company's Delphi Packard Electric
operations, succeeds R. David Nelson, who plans to retire soon
following a distinguished 48-year career in automotive and other
industries.  Additionally, Johnson will be a member of the Delphi
Strategy Board, the company's top policy-making group.

Mr. Johnson, 44, joined General Motors in 1994 as a senior
supplier quality engineer at its Saturn division in Spring Hill,
Tennessee.  He moved to Delphi's Harrison Thermal Operations in
Dayton, Ohio in 1995 and held a variety of operating assignments
in manufacturing, purchasing, quality and materials management for
the next several years.  In 1998, he was named senior manager for
supplier quality and development for Delphi Interior Systems.  In
2000, he was promoted to manager of purchasing at Delphi Packard
Electric Systems.

He was named director of purchasing for Packard in 2002 and
promoted to his most recent position in 2003.

Mr. Johnson will report to Delphi President and Chief Operating
Officer Rodney O'Neal.  Mr. Nelson will remain at Delphi for
several months to ensure an orderly transition of
responsibilities.

Mr. Nelson, 68, worked for TRW Inc. from 1957 to 1987 in various
manufacturing, quality control, materials, purchasing, sales, and
marketing positions.  In 1987, he joined Honda of America
manufacturing and served for ten years as a corporate officer of
at the company's operations in Marysville, Ohio, as vice president
of purchasing and later as senior vice president of purchasing and
corporate affairs.  He was promoted to the Board of Directors of
Honda of America Manufacturing in 1997.

Later that same year, Mr. Nelson was named vice president of
worldwide supply management at Deere & Company in Moline,
Illinois.  Mr. Nelson joined Delphi and was named to his current
position effective February 2002.

Mr. Nelson has long been involved in advancing the purchasing and
supply management profession and holds a Certified Purchasing
Manager certification.  He is chair emeritus of the Institute of
Supply Management and serves as a member of the Board of trustees
of CAPS Research, promoting academic research in strategic issues
involving supply management.  He remains actively involved in
a variety of industry and professional associations and has
co-authored books on Honda and supply chain management at several
companies.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DELPHI CORP: To Continue Talks with General Motors & Unions
-----------------------------------------------------------
Delphi Corporation (Pink Sheets: DPHIQ) reported that based upon
progress in discussions with its major unions and General Motors,
Delphi will continue talks in an effort to achieve a comprehensive
agreement no later than March 30, 2006.  Absent agreement with
all parties, Delphi will file no later than March 31, 2006 its
motion under Sections 1113 and 1114 of the U.S. Bankruptcy Code
to initiate the process of seeking court authorization to reject
the collective bargaining agreements and terminate hourly post-
retirement health care plans and life insurance.

"While major obstacles and difficult issues remain to be resolved,
the discussions to date with GM and our major unions helped frame
the concerns and objectives of each organization," Delphi Chairman
and CEO Robert S. Miller said.

"As we have said before, we remain committed to reaching a
consensual agreement.  This deadline should provide us sufficient
time to deal with the complexities inherent in fashioning
practical and workable solutions, and an effective agreement that
works for all of us," Mr. Miller said.

Previously, Delphi had announced it would file the motion no
sooner than Feb. 17, 2006.

                    About General Motors Corp.

General Motors Corporation -- http://www.gm.com/--  
headquartered in Detroit, Michigan, is the world's largest
producer of cars and light trucks.  Founded in 1908, GM today
employs about 325,000 people around the world. It has
manufacturing operations in 32 countries and its vehicles are sold
in 200 countries.  General Motors Acceptance Corporation, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of GMAC.

                       About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.


DELPHI FUNDING: Moody's Assigns Ba1 Rating to Preferred Stocks
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Delphi
Financial Group, Inc., and assigned an A3 long-term debt rating to
the funding agreement-backed global note program of Reliance
Standard Life Global Funding, a newly organized Delaware business
trust.  Under the program, Reliance Standard Life Global Funding
will issue notes in U.S. dollars and other currencies to third
party debt investors in both U.S. and foreign capital markets.

These notes will be secured by funding agreement contract
obligations issued by Reliance Standard Life Insurance Company and
held by Reliance Standard Life Global Funding.

Moody's said that it intends to rate each draw down of the
Reliance Standard Life Global Funding program individually, since
the terms of the program's individual series may affect its credit
characteristics and rating; for example, Moody's will not rate
notes linked to an external index based on equity price movements.
Additionally, Moody's will not rate notes with maturities of less
than one year.

Under Illinois law, the funding agreements of Illinois domiciled
life insurance companies are considered pari passu with the other
policyholder obligations of the company in the event of an
insurer's liquidation.

Moody's noted that the current ratings on Delphi and Reliance
Standard incorporate the rating agency's expectations that:

   -- Delphi's financial leverage will not exceed 25%;

   -- Projected cash on cash coverage of holding company
      obligations is greater than 2.5 times;

   -- Reliance Standard and Safety National Casualty Corporation
      maintain NAIC company action level risk based capital
      ratios of at least 275% and 170%, respectively;

   -- Reliance Standard maintain its below investment grade bond
      exposure to no more than 10% of its total bond portfolio;
      and

   -- Institutional Investment Products business constitutes less
      than 20% of Reliance Standard general account reserves on a
      risk-weighted basis.

Lastly, Moody's commented that it expects Delphi to maintain a
balance between its employee benefits and excess workers
compensation business.  Rapid growth of excess workers
compensation business that adversely alters the risk profile of
the company would place downward pressure on the ratings.  In
addition, significant losses on the excess workers compensation
business would result in downward rating pressure.

This rating was assigned with a stable outlook:

   * Reliance Standard Life Global Funding program at A3

These ratings were affirmed with a stable outlook:

   Delphi Financial Group, Inc.

   * senior debt rating at Baa3;

   * prospective senior debt rating at (P)Baa3;

   * prospective senior subordinated debt shelf rating at (P)Ba1;

   * prospective junior subordinated debt shelf rating at (P)Ba1;

   * prospective preferred stock shelf rating at (P)Ba2;

   Delphi Funding L.L.C.

   * preferred stock rating at Ba1;

   * prospective preferred stock shelf rating at (P)Ba1;

   Reliance Standard Life Insurance Company

   * insurance financial strength rating at A3.

The last rating action on Delphi took place on Oct. 22, 2004, when
Moody's upgraded Delphi's senior debt to Baa3 from Ba1 as well as
Reliance Standard's insurance financial strength rating to A3 from
Baa1.  The preferred stock of Delphi Funding L.L.C. was also
upgraded to Ba1 from Ba2.  The outlook for all the above
referenced ratings was changed to stable.

Delphi Financial Group, Inc., is a financial services holding
company with consolidated GAAP assets of nearly $5.3 billion and
shareholders' equity of $1.0 billion at Dec. 31, 2005.  Reliance
Standard, a wholly owned subsidiary of Delphi, reported statutory
assets of nearly $2.6 billion and capital and surplus of $351
million at Sept. 30, 2005.


DENNY'S CORP: Balance Sheet Upside-Down by $265.4M at Dec. 28
-------------------------------------------------------------
Denny's Corporation (Nasdaq: DENN) reported results for its fourth
quarter and year ended Dec. 28, 2005.

Fourth Quarter 2005 Highlights:

   -- same-store sales increased 1.7% at company units and 4.0% at
      franchised units;

   -- operating income increased $1.7 million, or 16% to
      $12.2 million;

   -- net loss improved by $9.7 million to $4.5 million;

Full Year 2005 Highlights:

   -- same-store sales increased 3.3% at company units and 5.2% at
      franchised units;

   -- average unit sales increased 4.1% at company units and 6.2%
      at franchised units;

   -- total operating revenue increased 1.9% to $978.7 million;

   -- net loss improved by $30.3 million over the prior year.

Nelson Marchioli, President and Chief Executive Officer, stated,
"We are pleased to have posted our second consecutive year of
positive same-store sales growth and are optimistic about our
opportunity to sustain this sales trend in 2006.  We will be
introducing a variety of innovative new products and placing a
renewed emphasis on our dinner business, all supported with
television advertising.  We believe that 2006 will be a year of
transition for Denny's as we begin to leverage the investments we
and our franchisees have made in food, people and facilities.  The
Denny's brand has strengthened considerably over the past few
years, and we are committed to maintaining that momentum."

                     Fourth Quarter Results

For the fourth quarter of 2005, Denny's reported total operating
revenue of $243.4 million, compared with $243.7 million in the
prior year quarter.  Company restaurant closures in the wake of
Hurricane Wilma contributed to approximately $1 million in lost
sales during the quarter.  Same-store sales increased 1.7% and
4.0%, respectively, at company-owned and franchised restaurants.
These increases were approximately offset by a ten-unit decline in
company-owned restaurants and a 15-unit decline in franchised
restaurants.

Company restaurant operating margin (as a percentage of company
restaurant sales) for the fourth quarter was 12.8% compared with
13.5% for the same period last year.  Product costs for the fourth
quarter improved by 1.0 percentage points compared with last year,
due primarily to the easing of commodity cost pressures and a 5.4%
increase in average guest check.  Payroll and benefit costs
increased 0.7 percentage points over last year due primarily to
wage rate pressures, incremental training, as well as incentive
compensation for crew and management.  Other operating costs
increased 0.5 percentage points, due primarily to a $1.7 million
increase in utility expense attributable to higher natural gas
prices.

General and administrative expenses for the fourth quarter
decreased $4.7 million over the same period last year.  The
primary contributor was a $3.5 million decrease in stock-based
compensation costs, which totaled $1.7 million for the quarter
compared with $5.2 million in the prior year period.  In addition,
corporate incentive compensation decreased $1.5 million from the
prior year.

Fourth quarter operating income increased 16%, or $1.7 million,
compared with the prior year, due primarily to the reduction in
G&A costs.

Interest expense for the fourth quarter increased $1.4 million to
$14.4 million due to rising interest rates over the last year.

Net loss for the fourth quarter was $4.5 million an improvement
of $9.7 million compared with a net loss in the prior year of
$14.2 million, or $0.16 per common share.

                        Full Year Results

For the full year 2005, Denny's reported total operating revenue
of $978.7 million, an increase of 1.9%, or $18.7 million over the
prior year.  Company restaurant sales increased $17.7 million, as
a 3.3% increase in same-store sales more than offset a ten-unit
decline in company-owned restaurants.  Franchise revenue increased
$1.0 million, as a 5.2% increase in same-store sales more than
offset a 15-unit decline in franchised restaurants.

Company restaurant operating margin for 2005 was 12.3% compared
with 13.3% for the prior year.  This margin decline is due
primarily to $7.3 million in incremental legal settlement charges
recorded during the year.

Restructuring charges and exit costs for 2005 increased
$4.7 million over last year, attributable primarily to
$3.3 million in severance related costs.

Interest expense for 2005 decreased $14.3 million from the prior
year as a result of the financial recapitalization in 2004, which
significantly lowered Denny's borrowing costs.

Net loss for 2005 was $7.3 million, which included the impact of
$7.3 million in legal settlement costs.  This was an improvement
of $30.3 million over the prior year net loss of $37.7 million.

                        Business Outlook

Mark Wolfinger, Chief Financial Officer, stated, "While we are
optimistic about the coming year, we remain cautious with regard
to the economic pressures currently facing our customer
demographic.  We expect consumer spending in 2006 will follow the
volatility in gasoline and energy prices as it did in 2005.

"Our three-year strategic business plan is based on these core
objectives; improve the organic cash flow of our business,
capitalize on our recent successes to build our restaurant
development pipeline, and finally, to evaluate and then maximize
the return and efficiency of both our operational and real estate
assets.  We believe that by executing on these objectives we will
be able to improve our long term financial performance and enhance
shareholder value."

Denny's is America's largest full-service family restaurant chain,
consisting of 543 company-owned units and 1,035 franchised and
licensed units, with operations in the United States, Canada,
Costa Rica, Guam, Mexico, New Zealand and Puerto Rico.

As of December 28, 2005, the Company's balance sheet showed a
$265,402,000 equity deficit compared to a $265,430,000 deficit at
December 29, 2004.


DUNKIN' BRANDS: Moody's Assigns B2 Rating to $850 Mil. Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dunkin Brands
Acquisition, Inc.'s $850 million senior secured term loan and $150
million senior secured revolving credit facility.  Moody's also
assigned a B3 corporate family rating to DBAI.  The outlook is
stable.

DBAI is an inter-mediate holding company that is wholly owned by
Dunkin Brands Holdings, Inc., which in-turn is owned equally by
Bain Capital LLC, The Carlyle Group, and Thomas H. Lee Partners,
Inc.  Proceeds from the $850 million term loan B along with $650
million in bridge financings and approximately $1,065 million of
contributed equity from the three private equity firms will be
used to acquire Dunkin Brands, Inc., for approximately $2,567
million.  After giving affect to the merger, DBAI will merge with
and into DBI, which will be the surviving entity and wholly owned
subsidiary of DBHI.

The company expects to complete an asset backed securitization
financing in the near term that will be used to repay the secured
bank financings and senior unsecured and senior subordinated
initial loans in their entirety.  However, it is Moody's
understanding that in the event the ABS transaction is not
completed within one-year of the close of the transaction the
maturity on the initial loans will automatically be extended for
the senior unsecured initial loans to eight years and for the
senior subordinated loans to 10 years, thus eliminating any form
of refunding risk.

The initial loans can also be exchanged into exchange notes with
the maturity of the senior unsecured exchange notes being at least
eight years and the maturity of the senior subordinated exchange
notes being at least ten years.  The company would also be
required to register for a public exchange offer within a required
time period for the exchange notes.

The B3 corporate family rating reflects Moody's view that the
proposed transaction will result in a weak credit profile driven
in large part by significant debt levels, pro forma for this
transaction.  The proposed rating also incorporates DBI's more
aggressive growth strategy, geographic concentration, competitive
pressures, and marginal tangible asset value.  However, the
ratings also recognize DBI's sizeable franchisee base and stable
revenue stream, consistent same store sales growth, limited capex
and working capital requirements, and brand awareness.

Based on management projections, DBI's consolidated debt will
increase to approximately $1.5 billion on an unadjusted basis upon
completion of the transaction, while pro forma EBITDA for the LTM
period ending Nov. 26, 2005, is approximately $180 million.  As a
result, initial credit metrics are expected to be weak with
leverage of approximately 8.5x and coverage on an adjusted EBITDA
to Interest basis of about 1.2x and adjusted EBITDA less capex to
interest of under 1.0x.  The higher fixed costs will also result
in negative free cash flow generation over the near term with only
modest improvement over the intermediate term despite relatively
low capex and working capital requirements.  As a result, Moody's
does not expect any material reduction in debt beyond required
amortization thus limiting any meaningful improvement in credit
metrics over the intermediate term.

DBI has three separate and distinct concepts, Dunkin Donuts,
Baskin Robbins, and Togo's, although Moody's recognizes the
significant contribution of the Dunkin Donuts brand to the overall
enterprise.  As of fiscal year ending Aug. 27, 2005, the Dunkin
Donuts business generated over 70% of gross revenues and a
significant portion of operating income.  The Dunkin Donuts
business also encompasses the sizeable operating profit DBI
generates from being the primary lessor in about 1,100 operating
leases, which in turn it sub-leases to its various franchisees.
Over the past three years, sub-leases generated approximately 19%
of gross revenue on average.  Moreover, even though same store
sales for Dunkin Donuts are expected to remain healthy, sales for
existing Baskin Robbins and Togo units are forecasted to be flat.

DBI also generates a significant portion of its operating income
from the sale of ice cream and ice cream products.  A licensing
agreement with Dean Foods accounts for all ice cream sales in the
United States, while the company manufactures the majority of ice
cream and ice cream products that are sold to international
markets, with the exception of some joint ventures.  For the
fiscal year ending Aug. 30, 2005, ice cream and ice cream products
accounted for about 15% of gross revenues.

Moody's recognizes DBI's success in growing its franchisee base
from approximately 9,900 units in 2000 to just over 12,500 as of
Aug. 27, 2005, in addition to the stable royalty stream generated
from this core franchise base, which has a weighted average
remaining term of about 12.5 years under existing franchise
agreements.  It is also Moody's understanding that DBI does not
provide financing to franchisees or acquire property in any
meaningful amount resulting in minimal capex and working capital
requirements to support this growth.  Moody's views DBI's future
growth strategy as relatively aggressive and although no
significant capital commitment is required on the part of DBI to
meet its goal, Moody's believes such rapid growth, while achieving
expected average unit volumes and maintaining a low level of unit
closures could be challenging.

We also view DBI's current product breadth and day period parts as
limited with the majority of sales driven primarily by coffee with
a concentration in the breakfast day part.  Although DBI products,
in particular Dunkin Donuts, has significant brand value we
believe competitive pressures could increase as the company begins
to expand beyond its core markets.

The stable ratings outlook reflects the expectation that credit
metrics will marginally improve over the near term as new unit
growth continues and store closures remain relatively low.  The
outlook also expects that free cash flow generation will remain
weak over the intermediate term resulting in marginal debt
reduction but views full access to the company's $150 million
revolver as providing adequate liquidity.  The ratings also assume
DBI will put in place covenants that will provide sufficient
cushion to allow access to the entire $150 million revolving
credit facility thus providing sufficient liquidity to meet its
strategic initiatives and provide adequate support during
challenging periods.

Due to DBI's business strategy the company does not invest in land
or buildings associated with its stores in a sizeable amount nor
does it generate any meaningful amount of receivables or
inventory.  As a result, there would be marginal if any alternate
sources of liquidity from a tangible asset perspective in a
distress scenario.

In regards to notching, the B2 rating on DBI's Term loan, one
notch above the corporate family rating, reflects its secured
position within the proposed capital structure, the significant
amount of subordinated capital, including $650 million of initial
loans and over $1.0 in equity, and reasonable brand value which
should provide reasonable recovery for the secured bank lenders in
a distress scenario based in part on a reasonable value multiple.
The senior secured bank facility is secured by a perfected first
priority security interest in all tangible and intangible assets
of the company.  Moody's will not be rating either the senior
unsecured or senior subordinated initial loans.

As customary, Moody's ratings are subject to receipt and review of
final documentation.  In the event the $850 million senior secured
term loan and $150 million senior secured revolving credit
facility are repaid in full Moody's will likely withdraw its
ratings on these secured debt instruments and corporate family
rating.


DUQUESNE LIGHT: Posts $112.9MM of Net Income for 2005 Fiscal Year
-----------------------------------------------------------------
Duquesne Light Holdings (NYSE: DQE) reported its income results
for the fourth quarter and full-year year 2005.

Duquesne Light reported 2005 income from continuing operations of
$112.9 million compared to a 2004 income of $87.2 million.

Income from continuing operations for 2005 reflects:

   --- a net $12.7 million gain from the Energy Solutions segment
       (resulting from a $19.4 million gain on the sale of
       investments in three energy facility management projects,
       partially offset by charges of $6.7 million relating to
       another energy facility management project),

   --- a $9.4 million increase from certain changes in the fair
       value of derivative energy contracts (Electricity Supply
       segment),

   --- a net $2.0 million gain from the Financial segment relating
       to sales of investments, and

   --- a $2.4 million gain related to the favorable settlement of
       an interest rate lock agreement (All Other category), and
       2004 income reflects an acquisition termination charge of
       $4.8 million relating to the Sunbury generation station
       (Electricity Supply segment).

                2005 Fourth-Quarter Results

Income from continuing operations was $13.2 million for the fourth
quarter of 2005, compared to $19.1 million for the same period in
2004.

Fourth-quarter 2005 income reflects:

   --- a net $1.1 million gain from the Energy Solutions segment
       (resulting from a $7.8 million gain on the sale of
       investments in two energy facility management projects,
       partially offset by charges of $6.7 million relating to
       another energy facility management project), and

   --- a $3.7 million decrease from certain changes in the fair
       value of derivative energy contracts (Electricity Supply
       segment).

As of Sept. 30, 2005, Duquesne Light reported total assets of
$2,686,600,000 and total liabilities of $255,500,000.

A full-text copy of Duquesne Light's Feb. 14 press release
outlining 2005 income results is available for free at:

           http://ResearchArchives.com/t/s?598

Headquartered in Pittsburgh, Pennsylvania, Duquesne Light Holdings
-- http://www.duquesnelightholdings.com/-- is comprised of an
electric-utility company and several affiliate companies that
complement the core business.  Duquesne Light Company, its
principal subsidiary, is a leader in the transmission and
distribution of electric energy, offering superior customer
service and reliability to more than half a million customers in
southwestern Pennsylvania.

                      *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt and 'BB+' preferred stock ratings to utility
holding company Duquesne Light Holdings Inc.'s $400 million mixed
shelf registration, pursuant to SEC Rule 415.  The outlook is
negative.


EASTGROUP PROPERTIES: Discloses Fourth Quarter Financial Results
----------------------------------------------------------------
EastGroup Properties, Inc. (NYSE:EGP) disclosed the results of its
operations for the three months and year ended December 31, 2005.

                      Funds From Operations

For the quarter ended December 31, 2005, funds from operations
available to common stockholders was $.68 per share compared with
$.64 for the same period of 2004, an increase of 6.3% per share.
The increase in FFO for the fourth quarter was mainly due to
higher property net operating income (PNOI) of $1,836,000 (an 8.7%
increase).  This increase in PNOI was primarily attributable to
$1,312,000 from 2005 acquisitions,  $510,000 from newly developed
properties and $85,000 from same property growth.

For the year ended December 31, 2005, FFO was $2.64 per share
compared with $2.49 per share for 2004, an increase of 6.0% per
share.  The increase in FFO for 2005 was mainly due to higher PNOI
of $8,156,000 (a 10.0% increase).  The increase in PNOI was
primarily attributable to $4,898,000 from 2004 and 2005
acquisitions,  $2,377,000 from newly developed properties and
$935,000 from same property growth.

FFO for the current quarter and year 2005 included a $.01 per
share gain on involuntary conversion resulting from insurance
proceeds exceeding the net book value of a roof replaced due to
hurricane damage.  Hurricane damage costs that were not covered by
insurance amounted to $.01 per share for the quarter and year 2005
and are included in expenses from real estate operations.

PNOI from same properties increased .4% for the quarter and 1.2%
for the year.  Before straight-line rent adjustments, the increase
was .9% for the quarter and 3.4% for the year.  Rental rate
decreases on new and renewal leases averaged 1.0% for the quarter;
for the year, rental rate increases averaged 1.4%.  Before
straight-line rent adjustments, rental rate decreases on new and
renewal leases averaged 5.5% for the quarter and 3.9% for the
year.

FFO and PNOI are non-GAAP financial measures.

David H. Hoster II, President and CEO, stated, "We are pleased
with our continuing growth in FFO per share with the fourth
quarter representing our sixth consecutive quarter of increased
FFO as compared to the previous year's quarter.  It was the tenth
consecutive quarter of positive same property operations for
results both with and without the straight-lining of rents.

"In addition, we are maintaining our track record of creating
value for our shareholders over both the short- and long-term.
Total shareholder returns for one, three, five, ten and fifteen
year periods all average above 20% per year."

                       Financial Position

EastGroup's balance sheet "continues to be strong and flexible"
with debt-to-total market capitalization of 31.1% at December 31,
2005.  For the year, the Company had an interest coverage ratio of
3.6x and a fixed charge coverage ratio of 3.2x.  Total debt at
December 31, 2005, was $463.7 million with floating rate bank debt
comprising $116.8 million of that total.

On November 30, 2005, the Company closed a $39 million,
nonrecourse first mortgage loan secured by five properties.  The
note has a fixed interest rate of 4.98%, a ten-year term and an
amortization schedule of 20 years.  The proceeds of the note were
used to reduce floating rate bank borrowings.

During 2005, the Company repaid five mortgages totaling
$18,435,000 with a weighted average interest rate of 8.014%.

                        Outlook for 2006

EastGroup confirms its previously issued FFO guidance for the
first quarter and the year 2006.  FFO per share for 2006 is
estimated to be in the range of $2.77 to $2.87.  Diluted EPS for
2006 is estimated to be in the range of $.96 to $1.06,
a decrease of $.07 per share from  previous  earnings  per share
guidance.  The decrease is due to increased depreciation and
amortization on acquisitions.  The table below reconciles
projected net income to projected FFO.

EastGroup Properties, Inc., is a self-administered equity real
estate investment trust focused on the development, acquisition
and operation of industrial properties in major Sunbelt markets
throughout the United States with a special emphasis in the states
of Florida, Texas, California and Arizona.  EastGroup's portfolio
currently includes 21.4 million square feet with an additional
863,000 square feet of properties under development.


EL PASO: Inks Letter of Intent with COPEL for Power Plant Sale
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) entered into a Letter of Intent
with COPEL (Companhia Paranaense de Energia) for the sale of El
Paso's interest in the Araucaria power plant in Brazil and the
settlement of a dispute over that plant.

Under the terms of the Letter of Intent, El Paso will receive
$190 million in exchange for its 60% ownership of the plant.
Additionally, pending Petrobras' formal approval, El Paso and
COPEL, as co-owners with Petrobras of the plant, agreed that legal
proceedings, which currently exist in the courts of Brazil and in
international arbitration, will be suspended.  El Paso hopes to
complete the sale of the Araucaria plant in the first half of the
year.

"The announcement represents another step forward for our
Brazilian power business," said Doug Foshee, president and chief
executive officer of El Paso Corporation.  "The sale will allow us
to recover our initial investment in the Araucaria plant,
sharpening our focus on the significant potential of our
exploration and production program in Brazil."

                           About COPEL

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense de
Energia SA -- http://www.copel.com/-- transmits and distributes
electricity to more than 3 million customers in the state of Paran
and has a generating capacity of nearly 4,600 MW, primarily from
hydroelectric plants.  COPEL also offers telecommunications,
natural gas, engineering, and water and sanitation services.  The
company restructured its utility operations in 2001 into separate
generation, transmission, and distribution subsidiaries to prepare
for full privatization, which has been indefinitly postponed.  In
response, COPEL is re-evaluating its corporate structure.  The
government of Paran  controls about 59% of COPEL.

                       About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corporation --
http://www.elpaso.com/-- provides natural gas and related energy
products in a safe, efficient, and dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
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.

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


ELITE FLIGHT: Taps Emerge Capital to Develop Strategic Initiatives
------------------------------------------------------------------
Elite Flight Solutions (OTCBB:EFLT) signed a two year services
agreement with Emerge Capital Corp.'s (OTCBB:EMGC) wholly owned
subsidiary, Corporate Strategies, Inc.  Corporate Strategies' CEO
Tim Connolly will lead the restructuring, business development,
and acquisition activities called for under the agreement.

"We believe that Emerge Capital provides us with some of the best,
most experienced advisors in the micro-cap public markets," Bruce
Edwards, President and CEO of Elite, stated.  "We look forward to
working closely with them on developing and executing our new
strategic plan for Elite."

"This agreement is consistent with our plan to provide micro-cap
public companies strategic services with a significant equity
component in success fees," Tim Connolly, CEO of Emerge Capital,
added.  "As the shareholders of Elite benefit from future growth
and focus, Emerge Capital should benefit from the increase in
value of our own equity holdings in Elite.  We look forward to
working on this opportunity with Elite."

Through its wholly owned operating subsidiary, Corporate
Strategies, Inc. -- http://www.corporate-strategies.net/--  
Emerge Capital Corp. provides Business Restructuring, Turnaround
Management, and Advisory Services for emerging and re-emerging
public and private companies.

Corporate Strategies, Inc. (CSI) helps micro-cap public companies
accelerate growth and provides working capital, management
restructuring and turnaround expertise, and in select cases, makes
direct investments in our client companies.  CSI markets its
turnaround services to hedge funds, institutional investors, and
banks that have significant exposure in troubled micro-cap public
companies.  Typically, these companies are in operational or
financial difficulty, may be in default of lending or equity
agreements, and may be facing bankruptcy or liquidation if their
operations are not turned around.

Elite Flight Solutions, Inc., formerly known as Carcorp USA
Corporation, provides air ambulance services.  The Company
operates Charter and Aircraft Management business through its
subsidiary FlyJets.BIZ FlyJets.  The Group operates through its
subsidiary American Air Network Alaska Inc, Aircraft Acquisition
and Sales, Maintenance Fuel, Part Sales, and Contracted Services.
The Group generates major revenue form American Air Network Alaska
Inc.  The American Air Network Alaska Inc provides air ambulance
service to Yukon-Kuskokwin Health Corporation YKHC.  AANA's
contract with YKHC goes through September 2008.  In Sep-2004, the
Group ceased the operation of charter and aircraft management.

                          *     *     *

Elite Flight had an accumulated deficit of $7,763,963 from
inception through Dec. 31, 2004 and an accumulated deficit of
$6,922,582 from inception through June 30, 2004.  As mentioned,
for the six months ended Dec. 31, 2004, the Company had a net
loss of $841,381.  As of Dec. 31, 2004, there was cash on hand
of $455,954 and current liabilities of $2,675,120.  Management
admits there is not sufficient cash or other assets to meet the
Company's current liabilities.  In order to meet those
obligations, it will need to raise cash from the sale of
securities or from borrowings.  Elite Flight must successfully
expand its business operations and become profitable to achieve a
sound financial condition.

In connection with their audit of Elite Flight's financial
statements for the year ended Dec. 31, 2004, the Company's
independent auditors stated that that there is a substantial doubt
about Elite Flight's ability to continue as a going concern.


ELLIOTT-WILLIAMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Elliott-Williams Co., Inc.
        3500 East 20th Street
        Indianapolis, Indiana 46219

Bankruptcy Case No.: 06-00523

Type of Business: The Debtor is a manufacturer of freezers,
                  coolers, refrigerators, blast chillers, and
                  other cold storage equipment.  See
                  http://www.elliott-williams.com/

Chapter 11 Petition Date: February 17, 2006

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: Samuel D. Hodson, Esq.
                  Barnes & Thornburg, LLP
                  11 South Meridian Street
                  Indianapolis, Indiana 46204
                  Tel: (317) 236-1313

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Allied Technologies           Trade debt                $200,000
P.O. Box 501
Greenwood, IN 46143

Integris Metals Ryerson Tull  Trade debt                 $79,751
2621 West 15th PL
Chicago, IL 60608

Copeland Corp.                Trade debt                 $44,834
P.O. Box 4100
Saint Louis, MO 63136

Kason Hardware                Trade debt                 $37,818

Heatcraft Refrigeration       Trade debt                 $30,096

Celadon Trucking Services     Trade debt                 $20,292

Carpenter Co.                 Trade debt                 $18,892

Jean's Extrusions             Trade debt                 $17,553

Super Radiator Coils          Trade debt                 $17,097

Easter & Cavosie              Trade debt                 $16,495

Johnson Commercial            Trade debt                 $15,234
Associates

Russell                       Trade debt                 $14,561

AlumaShield                   Trade debt                 $13,974

Control Products              Trade debt                 $13,178

Fox-Bettinardi                Trade debt                 $12,917

Edey Mfg.                     Trade debt                 $11,842

Alexander Screw Products      Trade debt                 $11,780

R. Tylery Perkins             Trade debt                 $11,366

Frank Door Co.                Trade debt                  $9,353

North Coast Indianapolis      Trade debt                  $9,044


EMERGE CAPITAL: Will Provide Elite Flight with Reform Services
--------------------------------------------------------------
Emerge Capital Corp.'s (OTCBB:EMGC) wholly owned subsidiary,
Corporate Strategies, Inc., signed a two year services agreement
with Elite Flight Solutions (OTCBB:EFLT).  Corporate Strategies'
CEO Tim Connolly will lead the restructuring, business
development, and acquisition activities called for under the
agreement.

"We believe that Emerge Capital provides us with some of the best,
most experienced advisors in the micro-cap public markets," Bruce
Edwards, President and CEO of Elite, stated.  "We look forward to
working closely with them on developing and executing our new
strategic plan for Elite."

"This agreement is consistent with our plan to provide micro-cap
public companies strategic services with a significant equity
component in success fees," Tim Connolly, CEO of Emerge Capital,
added.  "As the shareholders of Elite benefit from future growth
and focus, Emerge Capital should benefit from the increase in
value of our own equity holdings in Elite.  We look forward to
working on this opportunity with Elite."

Elite Flight Solutions, Inc., formerly known as Carcorp USA
Corporation, provides air ambulance services.  The Company
operates Charter and Aircraft Management business through its
subsidiary FlyJets.BIZ FlyJets.  The Group operates through its
subsidiary American Air Network Alaska Inc, Aircraft Acquisition
and Sales, Maintenance Fuel, Part Sales, and Contracted Services.
The Group generates major revenue form American Air Network Alaska
Inc.  The American Air Network Alaska Inc provides air ambulance
service to Yukon-Kuskokwin Health Corporation YKHC.  AANA's
contract with YKHC goes through September 2008.  In Sep-2004, the
Group ceased the operation of charter and aircraft management.

Through its wholly owned operating subsidiary, Corporate
Strategies, Inc. -- http://www.corporate-strategies.net/--  
Emerge Capital Corp. provides Business Restructuring, Turnaround
Management, and Advisory Services for emerging and re-emerging
public and private companies.

Corporate Strategies, Inc. (CSI) helps micro-cap public companies
accelerate growth and provides working capital, management
restructuring and turnaround expertise, and in select cases, makes
direct investments in our client companies.  CSI markets its
turnaround services to hedge funds, institutional investors, and
banks that have significant exposure in troubled micro-cap public
companies.  Typically, these companies are in operational or
financial difficulty, may be in default of lending or equity
agreements, and may be facing bankruptcy or liquidation if their
operations are not turned around.  CSI is compensated with cash
payments on a monthly or quarterly basis, and the most significant
part of our compensation is in outright grants of equity in the
form of common stock, and/or warrants for purchasing common stock.
CSI believes this compensation plan aligns our interests with the
client company and its shareholders because our ultimate
compensation is determined by successfully increasing shareholder
value.  This performance-based arrangement clearly demonstrates
that our interests are consistent with the goals of our clients,
their shareholders, and the shareholders of Emerge Capital Corp.

At Sept. 30, 2005, Emerge Capital Corp.'s balance sheet showed a
stockholders' deficit of $3.4 million, compared to a $1.6 deficit
at Dec. 31, 2004.


ENTERGY NEW ORLEANS: U.S. Trustee Amends Committee Membership
-------------------------------------------------------------
Magnus Energy Marketing, Inc., represented by Robert Helm, has
resigned from the Official Committee of Unsecured Creditors in
Entergy New Orleans, Inc.'s Chapter 11 case.

R. Michael Bolen, the United States Trustee for Region 5, added
Asplundh Tree Expert Co. to the Committee.  The Committee is now
comprised of:

       (1) Apache Corporation
           Attn: Roxanne Armstrong
           2000 Post Oak Blvd.
           Houston, Texas 77056-4400
           Tel: (713) 296-6501
           Fax: (713) 296-6501

       (2) Western Gas Resources, Inc.
           Attn: Brian Jeffries
           1099 - 18th Street, Suite 1200
           Denver, Colorado 80202
           Tel: (303) 452-5603
           Fax: (303) 457-9748

       (3) Asplundh Tree Expert Co.
           Attn: Joseph P. Dwyer
           708 Blair Miller Road
           Willow Grove, Pennsylvania 19090
           Tel: (215) 784-4474
           Fax: (215) 784-1444

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)


ERA AVIATION: CapitalSource Wants to Foreclose on Collateral
------------------------------------------------------------
CapitalSource Finance LLC asks the U.S. Bankruptcy Court for the
District of Alaska to lift the automatic stay so it can exercise
its remedies as a secured creditor of Era Aviation, Inc.,
including the ability to foreclose on and repossess its
collateral.

CapitalSource holds a security interest in all of the Debtors'
personal property and assets pursuant to a Revolving Credit, Term
Loan and Security Agreement signed in July 2005.  Most of
CapitalSource's collateral consists of aircraft the Debtor owns
and uses in its commercial airline and charter aviation business.
As of Jan. 4, 2006, the Debtors' obligations to CapitalSource
totaled approximately $12.1 million.

Jeffrey L. Jonas, Esq., at Brown Rudnick Berlack Israels LLP,
tells the Bankruptcy Court that CapitalSource is entitled to
relief from the automatic stay and should be allowed to recover
its collateral because:

     -- the Debtor continues to suffer significant losses that
        makes the prospect of successfully reorganizing
        impossible;

     -- the Debtor's move to save cash by reducing maintenance and
        repair expenses by 70% will cause the value of
        CapitalSource's collateral to depreciate;

     -- the Debtor no longer has any equity on the collateral
        since CapitalSource's over $12 million claim is greater
        than the $10.2 million appraised value of the collateral;

     -- the Debtor allowed CapitalSource immediate relief from the
        automatic stay in the event of a bankruptcy filing,
        pursuant to a forebearance agreement; and

     -- no other entity holds a perfected lien against the
        collateral.

                       Committee Objects

The Debtor's Official Committee of Unsecured Creditors opposes
CapitalSource's motion to lift the automatic stay.

The Committee argues that CapitalSource is attempting to recover
collateral consisting of debtor's essential operating assets.  In
addition, the Committee tells the Bankruptcy Court that
CapitalSource's arguments ignore the existence of the Debtor's
other creditors and the benefits afforded to them through
bankruptcy.  The Committee says that relief from stay would undo
the benefits of bankruptcy administration and gut the Debtor's
estate.

The Hon. Donald MacDonald IV will convene a hearing at 10:00 a.m.
on March 6, 2006, to consider CapitalSource's request.  Judge
MacDonald makes it clear that the automatic stay is in effect
until the entry of a final ruling in this matter.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express
services.  The Debtor filed for chapter 11 protection on Dec. 28,
2005.  Cabot C. Christianson, Esq., at Christianson & Spraker,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


ERA AVIATION: Committee Hires Burr Pease as Counsel
---------------------------------------------------
The Official Committee of Unsecured Creditors of Era Aviation,
Inc., asks the U.S. Bankruptcy Court for the District of Alaska
for permission to employ Burr, Pease & Kurtz, PC, as its counsel,
nunc pro tunc to Jan. 27, 2006.

Burr Pease will:

     a) give the Committee legal advice with respect to its powers
        and duties as the Committee;

     b) prepare on behalf of the Committee, necessary
        applications, answers, orders, reports, and other legal
        papers;

     c) assist the Committee in negotiation and preparation of a
        plan of arrangement; and

     d) perform other legal services as requested by the
        Committee.

The lead attorney who'll represent the Committee in the Debtor's
case is:

        John C. Seimers, Esq.,
        Burr, Pease & Kurtz, PC
        810 N Street
        Anchorage, Alaska 99501

Mr. Seimers bills $220 per hour for his work.

The Committee assures the Bankruptcy Court that Burr Pease holds
no interest adverse to the Debtor's estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express
services.  The Debtor filed for chapter 11 protection on Dec. 28,
2005 (Bankr. Ala. Case No. 05-02265).  Cabot C. Christianson,
Esq., at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


ERA AVIATION: Offshore Can Proceed With Rule 2004 Probe
-------------------------------------------------------
The Hon. Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska directs CapitalSource Finance LLC to produce
documents and certain individuals for examination by oral
deposition pursuant to an inquiry to be conducted by Offshore
Aviation, Inc.

Offshore will investigate:

    * Michael Ball -- the CapitalSource auditor who examined the
      Debtor's books and records and who became aware that the
      Debtor had received but not returned Offshore's customer
      receipts.

    * Steven Muscles -- the CapitalSource banker who had principal
      responsibility for the CapitalSource loan to the Debtor, and
      presumably the establishment of separate lock box mechanisms
      to ensure proper division of post-closing revenues.

    * Jim Peterson and Jennifer Rancilio -- CapitalSource
      representatives that were on the old Era Aviation board.

CapitalSource has until March 3, 2006, to produce the documents
requested by Offshore.

As reported in the Troubled Company Reporter on Feb. 8, 2006,
Offshore and its affiliates wanted to investigate CapitalSource to
gather information that could help them recover approximately $1.5
million in customer payments mistakenly sent to Era Aviation, Inc.

Some of Offshore's customers had inadvertently remitted their
payments to old Era Aviation's lockbox when it should have been
sent to new lockbox in Philadelphia, Pennsylvania.

At that time, the old lockbox was already owned by the Debtor,
which had purchased a regional airline service business from
Offshore.  Offshore purchased old Era Aviation's business,
including the regional airline service business, from Rowan
Companies, Inc., in December 2004.

CapitalSource financed the Debtor's purchase of the airline
service business and holds a security interest in all of the
Debtor's assets.  The Debtor alleged that CapitalSource had "swept
out" the contents of the lockbox, including Offshore's
receivables.

Through a Rule 2004 examination, Offshore wants to quickly
determine what happened to their receivables and what role, if
any, CapitalSource played in its loss.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express
services.  The Debtor filed for chapter 11 protection on Dec. 28,
2005.  Cabot C. Christianson, Esq., at Christianson & Spraker,
represents the Debtor in its restructuring efforts.  John C.
Seimers, Esq., at Burr, Pease & Kurtz, PC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


EXIDE TECHNOLOGIES: Appoints Francis Corby Jr. as CFO and EVP
-------------------------------------------------------------
Exide Technologies' (NASDAQ: XIDE) Board of Directors appointed
Francis M. Corby Jr., 62, as the Company's new Executive Vice
President and Chief Financial Officer, effective March 1, 2006.
Mr. Corby succeeds J. Timothy Gargaro, who left the Company
effective Dec. 31, 2005.

Mr. Corby brings more than 35 years of financial and leadership
experience to Exide, including more than 15 years in the
automotive sector.  Prior to joining Exide, Mr. Corby most
recently served as Senior Vice President and Chief Financial
Officer at GST Automotive Leather.

He was Executive Vice President and CFO of Guide Corporation, an
Indiana-based supplier of exterior automotive lighting systems;
Executive Vice President at the investment banking firm Frederick
& Company; Executive Vice President - Finance and Administration
at Harnischfeger Industries, a Milwaukee-based manufacturer; and
Vice President and Corporate Controller at Joy Manufacturing in
Pittsburgh.  Mr. Corby began his career with Chrysler Corporation,
where he held a number of increasingly responsible financial
management positions including that of Vice President and
Treasurer of Chrysler Financial Corporation.

"I am extremely pleased that Fran has agreed to join our
organization," said Gordon A. Ulsh, President and Chief Executive
Officer of Exide Technologies.  "Fran is a seasoned financial
expert who possesses the maturity, strategic leadership experience
and industry knowledge that we need to help the organization
achieve its growth and profitability objectives."

Mr. Corby holds a bachelor's degree philosophy from St. Mary of
the Lake Seminary and an MBA in finance and international business
from Columbia University.  Mr. Corby is a member of the Board of
Directors of Magnasphere Corporation in Wisconsin.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts. (Exide Bankruptcy News, Issue No. 80;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+' because of
Exide's continued poor operating performance and rising debt
leverage.

The senior secured rating on Exide's recently enlarged first-lien
credit facility was lowered to 'CCC' from 'B-', and the recovery
rating was lowered to '2' from '1', because of the lower corporate
credit rating and the weaker asset protection for the enlarged
facility.  The senior secured rating and the recovery rating
reflect Standard & Poor's expectation that lenders will realize a
substantial recovery of principal (80%-100%) in the event of
default or bankruptcy.

The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


FOAMEX INT'L: Disclosure Statement Hearing Adjourned to March 14
----------------------------------------------------------------
As reported in the in the Troubled Company Reporter on Dec. 26,
2005, Foamex International Inc., and its debtor-affiliates
filed their proposed Joint Plan of Reorganization and accompanying
Disclosure Statement with the U.S. Bankruptcy Court for the
District of Delaware on Dec. 23, 2005.

The Debtors tell the Court that they are still working to resolve
the objections filed by the Official Committee of Unsecured
Creditors and other parties-in-interest to the Disclosure
Statement.

To explore whether a consensual plan can be achieved, the Debtors
and the interested parties agree to adjourn the Disclosure
Statement Hearing to March 14, 2006, at 9:30 a.m.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Court to Deny Sealy & Continental's Request
---------------------------------------------------------------
As previously reported, Sealy, Inc., and Continental Casualty
Corporation seek relief from the automatic stay to pursue a
Declaratory Judgment Action against American Home Assurance
Company.

Sealy, Inc., and Foamex International, Inc., are parties to a
Supply Agreement dated January 1, 2002.  Sealy supplies baled
mattress scrap for use in Foamex's manufacture of flexible
polyurethane foam for bedding.

The Insurance Section of the Supply Agreement obligated Foamex to
obtain commercial automobile liability insurance and name Sealy
as an additional insured.  The insurance Foamex obtained for
Sealy will be primary to any other valid and collectible
insurance.  Sealy's affiliates are provided with the same
additional insured primary coverage.

Consistent with the Supply Agreement's insurance requirements,
Foamex procured an American Home Auto Policy, effective October 2,
2001, to October 2, 2002.  The Auto Policy contains an Additional
Insured endorsement that affords additional insured status to any
entity who becomes an additional insured, as a result of any
contract, only with respect to liability arising out of the
operations or premises owed or rented.

Sealy and Continental asserted that they will only pursue their
claims against American Home, thus not affecting Foamex
International Inc., and its debtor-affiliates and not intervening
with the Debtors' reorganization process.

Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, points out that Sealy's assertion that it
may obtain full recovery from American Home as an "additional
insured," contravenes with what was previously agreed upon with
the Debtors.

Sealy's status as additional insured meant that Sealy is covered
subject to any deductible obligation, Ms. Morgan explains.

There is a $500,000 deductible covering claims under the American
Home policy, Ms. Morgan states.  The deductible is secured by the
Debtors' cash collateral.

The settlement with Delbert Wardwell, Sr., provides for a lump
sum payment of $250,000 from Continental, plus monthly payments
of $3,892 to Mr. Wardwell for 20 years.  The Debtors are
implicated in the Settlement because the lump sum payment and the
first five years of payment all fall within the deductible, and
American Home might draw from the cash collateral for the
deductible, Ms. Morgan points out.

If their request is granted, Sealy and Continental stand to
receive treatment superior to any other similarly situated
creditor by having the amount of their claim paid in full and
leaving it to the Debtors to litigate the deductible issue, Ms.
Morgan avers.

If the automatic stay is lifted, the Debtors will be forced to
defend the District Court Action and engage in other litigation
at a critical stage in their reorganization proceedings, Ms.
Morgan contends.  Defending a suit at this time will not only be
a gross depletion of estate resources, but will be an unnecessary
distraction to the Debtors' management while they are attempting
to finalize and prosecute a plan of reorganization.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to deny Sealy and Continental's request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FORD MOTOR: Huizenga & Hergt Files Charges Against Ford Waivers
---------------------------------------------------------------
Charges have been filed with the Equal Employment Opportunity
Commission in Detroit against the Ford Motor Company by the law
firm of Huizenga & Hergt.  The charges request a finding from the
agency declaring that the company has not complied with Federal
law in seeking a release of liability from 4,000 employees
selected for termination as part of Ford's restructuring plan.

Under Ford's restructuring plan, employees are offered up to nine
months of additional severance pay if they agree to release their
claims against the company.  The charge filed with the EEOC,
however, alleges that the company did not comply with the Older
Workers Benefit Protection Act, because the affected employees
were not provided a listing by age and job title of each person
who was selected for separation.

John Hergt, a partner in the law firm, explained that what Ford
has done is to limit the information provided to employees so that
they are unable to determine whether or not there is a pattern of
selecting older workers for separation.  In some cases, Mr. Hergt
states that the individual is provided a listing, which lists only
one person selected for separation, despite the fact that
thousands of employees have been terminated.  Limiting the
information in such a way, "does not comply with at least two
Federal Court decisions that have held that a company must provide
a listing of all persons selected," Mr. Hergt said.

There is still time for Ford to comply with the law and expand the
information contained in the lists given to terminated workers,
Mr. Huizenga said.  If the company fails to do so, it runs the
risk that employees who sign the agreement may retain the money
they received and file a lawsuit in Federal Court for age
discrimination under the Federal Act.  Mr. Huizenga has previously
obtained a landmark ruling in the 6th Circuit Court of Appeals
affirmed by the United States Supreme Court finding that releases
given to employees by the Ameritech Corporation were invalid.

This is an important issue, Mr. Hergt explained, "because it is
likely that many people will sign the release ignorant of the
facts, and will not explore their legal rights."

    John Hergt of Huizenga & Hergt P.C.
    Telephone (313) 963-4200

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

                         *     *     *

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

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

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


FREDERICK MCNEARY: Bankruptcy Court Dismisses Chapter 11 Case
-------------------------------------------------------------
The Hon. Robert E. Littlefield Jr. of the U.S. Bankruptcy Court
for the Northern District of New York, dismissed Frederick J.
McNeary, Sr.'s chapter 11 case, in order to facilitate the closing
of Prestwick Chase, Inc.'s refinancing.

On Dec. 21, 2005, the Court approved the settlement agreement
between the Debtor, Prestwick Chase, APC Partners II, and non-
Debtor McNeary family parties.  The agreement provides $1.7
million lump-sum settlement payment to APC.

As reported in the Troubled Company Reporter last week, Prestwick
Chase obtained a commitment from The Community Preservation for
$14 million that will pay-off M & T Real Estate, Inc.

In addition, the Debtor will contribute personal funds to achieve
the payments to M & T and APC.  Once M & T and APC are paid, there
will be no need for the continued protection afforded by Title 11
as described by the U.S. Supreme Court in this case.

Lisa Ruoff Purdy, Esq., at Segel, Goldman, Mazzotta & Siegel,
P.C., tells the Court that the secured creditors are protected to
the extent of their security interest.  In addition, priority and
unsecured claimants will have the flexibility to negotiate payment
from the Debtor or pursue state law remedies.

Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


FREEDOM FINANCIAL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Freedom Financial Co., LLC
        1919 Bell Street
        Montgomery, Alabama 36104
        Tel: (334) 834-8000

Bankruptcy Case No.: 06-30166

Chapter 11 Petition Date: February 17, 2006

Court: Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Von G. Memory, Esq.
                  Memory, Day & Azar
                  P.O. Box 4054
                  469 South McDonough Street
                  Montgomery, Alabama 36101
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001

Total Assets: $2,230,000

Total Debts:  $1,760,553

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
Montgomery County Revenue             $11,060
Sarah Spear
P.O. Box 1667
Montgomery, AL 36101-1667


FREESCALE SEMICONDUCTOR: S&P Upgrades BB+ Credit Rating to BBB-
---------------------------------------------------------------
Standard & Poor's Ratings raised its corporate credit rating and
senior unsecured debt ratings on Austin, Texas-based Freescale
Semiconductor Inc. to 'BBB-' from 'BB+'.  The outlook is revised
to stable from positive.

"The action reflects the company's improving profitability.  The
rating reflects good free cash flows, a strong balance sheet and
ample liquidity, and leadership positions in the automotive and
networking semiconductor markets," said Standard & Poor's credit
analyst Bruce Hyman.  This is partly offset by a substantial sales
reliance on Motorola, about 27% of sales, its high R&D expenses
and substantial exposure to the U.S. auto industry.

Freescale is the leading supplier of chips for networking,
wireless base stations, and many automotive applications.
Customer-supplier relationships are long-lived in the networking
and automotive sectors, and product platforms can remain in
production for several years, which tends to protect revenue
streams.  In 2005, Freescale was awarded the mid- to low-tier,
third-generation (3G) business at Motorola for handsets, expected
to reach the mass marketplace through 2008.  Revenues were
$1.48 billion in the December 2005 quarter, and have been in the
$1.4 billion to $1.5 billion range since the beginning of 2004,
benefiting from strong sales to Motorola's well-received cellphone
lines, offsetting depressed auto markets and the end of a
longstanding microprocessor supply relationship with Apple
Computer Inc.

Profitability has been improving, with EBITDA margins of 24% in
the December 2005 quarter, compared with 19% in the March 2004
quarter.  Free cash flows are good, around $700 million per year.
Freescale had $3.0 billion cash and $1.23 billion debt at
Dec. 31, 2005, and is expected to remain in a net cash position.
Full-year 2005 revenues totaled $5.7 billion, compared with
$4.9 billion in 2004.  Leverage is modest, with debt to EBITDA
about 1.1x.


GAYLORD ENTERTAINMENT: Posts $13.0MM Loss in 4th Quarter of 2005
----------------------------------------------------------------
Gaylord Entertainment Co., incurred a $13.0 million loss
from continuing operations for the fourth quarter ended
Dec. 31, 2005, a 53.2% increase from the prior year's quarter
loss of $8.5 million.

According to Gaylord, the loss from continuing operations in the
fourth quarter of 2005 was driven by increases in both pre
-opening and interest expense compared to the fourth quarter of
last year.  Loss from continuing operations in the fourth quarter
of 2005 was also affected by a $2.0 million pre-tax net unrealized
gain in the value of the company's Viacom stock investment and
related derivatives, compared to a pre-tax net unrealized gain of
$3.4 million in the fourth quarter of 2004, the Company says.

Gaylord's consolidated revenues for the fourth quarter of 2005 is
$221.4 million compared to $188.6 million in the same period last
year, led by continued strength in its Hospitality segment.

The Company's Hospitality segment revenue totaled $164.1 million,
compared to $136.0 million in the prior-year quarter, with solid
revenue growth at each of Gaylord's hotel properties.

The Company's adjusted EBITDA is $17.0 million, compared to
$17.3 million in the prior-year quarter.

                        Development Update

Construction continues to progress on Gaylord's newest project,
the Gaylord National, with fourth quarter bookings growing by
63.4% compared to the fourth quarter of 2004.

Construction costs remain volatile and have increased since the
original estimate in 2004.  Similarly, the property's advance
bookings and average daily rate have also increased.  Due to the
strong demand, Gaylord plans to expand the project by 500 rooms
and 25,000 to 30,000 sq. ft. of meeting space, subject to approval
by Prince George's County of additional economic incentives for
the project.

The net increase of the construction costs, expansion costs, and
economic incentives, excluding pre-opening costs and capitalized
interest expense, is expected to be $235 million to $285 million.
Returns for the overall project are expected to exceed the
Company's targeted 12.0% un-levered, after-tax return.

In 2005, Gaylord incurred $56.7 million in capital expenditures
related to the construction of the Gaylord National.

Gaylord Entertainment (NYSE:GET), a leading hospitality and
entertainment company based in Nashville, Tenn., owns and operates
three industry-leading brands -- Gaylord Hotels --
http://www.gaylordhotels.com/-- its network of upscale, meetings-
focused resorts, ResortQuest International --
http://www.resortquest.com/-- the nation's largest vacation
rental property management company, the Grand Old Opry --
http://www.opry.com/-- the weekly showcase of country music's
finest performers for 78 consecutive years. The Company's
entertainment brands and properties include the Radisson Hotel
Opryland, Ryman Auditorium, General Jackson Showboat, Springhouse
Golf Club, Wildhorse Saloon and WSM-AM. For more information about
the Company, visit http://www.gaylordentertainment.com/

                          *     *     *

Moody's assigned its B2 Long term corporate family rating and B3
Senior unsecured debt ratings to Gaylord Entertainment Co. on
Oct. 24, 2003, and said the outlook was stable at that time.

Standard & Poor's assigned B ratings to Gaylord's long term
foreign issuer credit and long term local issuer credit, with a
stable outlook, on March 11, 2005.


GENERAL GROWTH: Fitch Puts BB Rating on New $2.85 Bil. Term Loan
----------------------------------------------------------------
Fitch Ratings assigned these ratings for new credit facilities
entered into by General Growth Properties, Inc.:

    -- $650 million revolving credit facility due 2010 'BB';
    -- $2.85 billion term loan A-1 due 2010 'BB'.

Following repayment of GGP's existing term loans and termination
of the existing revolving credit facility, Fitch will withdraw the
'BB' ratings for those facilities that are being replaced.  In
addition, Fitch also withdraws the 'B+' preferred stock rating for
GGP as this paper was redeemed in early 2005.  The Rating Outlook
for GGP is Stable.

In addition Fitch also affirms these ratings for GGP's
subsidiaries, also with a Stable Rating Outlook:

  Rouse LP

    -- Senior unsecured bonds 'BB'.

Price Development Co. LP

    -- Senior unsecured bonds 'BB+'.

Proceeds from the new facilities are expected to be used
predominantly to refinance GGP's existing credit facilities.  The
revolving credit facility is also anticipated to have heavy usage
over the next several years as GGP pursues a heavy development and
property-repositioning pipeline.

GGP's strengths center on its excellent track record as an
operator of regional shopping malls.  GGP, through its over 200
shopping centers spread across 44 states, manages a portfolio that
is highly diversified by tenant and geographical location and
which boasts a smooth, long-term lease maturity schedule.

GGP has enjoyed substantial traction in its ability to raise
rental rates recently, with renewal rates exceeding expiring rates
by between 20% to 40% in each of the last four years.  This has
been driven in part by consistently improving sales per square
foot, which after taking effect for the Rouse acquisition in late
2004, increased to about $425 per square foot portfolio-wide in
2005.  This has been achieved while maintaining strong occupancy,
which reached 92.5% on a consolidated basis at the end of 2005.

While GGP has had the wind at its back courtesy of a strong retail
environment in the past few years, Fitch does not believe GGP's
successes are solely attributable to market environment.  GGP
management has undertaken significant property repositioning and
upgrading activities that have improved and strengthened many
properties.  In addition, GGP has also actively managed properties
through the departure of some anchor tenants.

Despite the exceptional levels of property level performance
exhibited by the company's assets, Fitch is concerned about many
of GGP's financial metrics.  Predominantly as a result of
substantial leverage taken on to complete the acquisition of
Rouse, GGP's book value-based leverage levels are at the top of
the level considered appropriate for the 'BB' rating category,
while fixed charge coverage is near the bottom of what is viewed
as appropriate.  In addition, there are very few unencumbered
assets in the portfolio that Fitch believes would significantly
limit GGP's operating and financial flexibility in a weak part of
the economic cycle.

GGP's leverage, defined as debt divided by undepreciated book
capital, reached 81.87% as of Sept. 30, 2005, an increase from the
mid 50% to mid 60% range prior to the Rouse acquisition.  While
leverage may fluctuate around this level over time, Fitch expects
this metric to remain in the high 70% to low 80% range over time.

As a significant component of GGP's assets were purchased in the
past three years, Fitch does not believe that the disparity
between book value and market value is as large for GGP as it is
for some other issuers and, as a result, Fitch places significant
weight on the book value analysis.  GGP's leverage is also
relatively high from a risk-adjusted capital perspective as the
company has added significant development and joint venture assets
over the past few years.

In 2005, GGP took significant steps to improve its funding
profile, as floating-rate debt is targeted to decline to the mid
teen range as a percentage of total debt from a peak of over 45%
in 2004.  Also, GGP's use of secured debt is relatively low today
at 66%, however, management targets the increase back into the
historical 90% range over the next several years.

In today's market, Fitch believes that GGP enjoys exceptional
access to the mortgage and commercial mortgage-backed securities
markets, providing the company with operational and financial
flexibility that is near the quality of issuers with much greater
use of unsecured debt.  However, in a weaker environment or in the
event of a shock to the commercial mortgage market, GGP would be
likely face materially greater operational and financial
flexibility challenges than would many of its peers.

Predominantly as a result of the substantial indebtedness taken on
to acquire Rouse, GGP's operating performance has also declined
considerably.  For the first nine months of 2005, GGP's fixed
charge coverage ratio was 1.13 times (x) compared with 2.12x for
the same period of 2004.  There is likely some expense included in
this from the process of merging and integrating the financial and
operational systems of GGP and Rouse.  Some of the effect is also
attributable to rising interest rates and migration towards
increased use of fixed-rate debt.

Looking forward, Fitch expects GGP's operating performance to
improve marginally, particularly to the extent that the company
continues to have the same level of traction in its ability to
increase rents.  Nevertheless, this will also be somewhat offset
by higher interest cost in conjunction with the migration to the
decreasing use of floating rate debt.

While Fitch is somewhat concerned with GGP's fixed charge
coverage, this is offset to an extent by the company's solid
property level performance metrics.  This, combined with the long,
stable lease maturity schedule and high quality tenant base with
negligible concentrations, generates comfort at the current level.

Price bonds are notched above GGP senior debt as a result of
structural characteristics that place Price bondholders in a
superior security position relative to investors in other parts of
the GGP capital structure.  Specifically, the unencumbered asset
covenants and near term maturities of the Price bonds result in
substantial entity-level unencumbered assets as well as meaningful
repayment visibility.

Although the Rouse bonds also provide protection resulting in
lower leverage and lower utilization of secured debt within Rouse,
the covenants do not explicitly require any unencumbered assets.
Also, while leverage is limited to 65%, the Rouse bonds do not
receive the same notching benefit as repayment visibility is not
as high due to the longer term of the bonds as well as the
potential for consolidation in a liquidation scenario.  As a
result, the Rouse bonds do not receive the same notching benefit
that the Price bonds receive.

Based in Chicago, IL, GGP is one of the nation's largest real
estate investment trusts with over 200 million square feet of
properties and over $27 billion of assets at undepreciated book
value.  GGP specializes in operating regional shopping malls but
also has some limited investments in office buildings and
community development projects that were acquired when the company
purchased Rouse.  As of Sept. 30, 2005,GGP had nearly $4 billion
of undepreciated book equity.


GENERAL MOTORS: To Continue Talks with Delphi Corp & Unions
-----------------------------------------------------------
Based upon progress in discussions with its major unions and
General Motors, Delphi Corporation (Pink Sheets: DPHIQ) will
continue talks in an effort to achieve a comprehensive agreement
no later than March 30, 2006.  Absent agreement with
all parties, Delphi will file no later than March 31, 2006, its
motion under Sections 1113 and 1114 of the U.S. Bankruptcy Code
to initiate the process of seeking court authorization to reject
the collective bargaining agreements and terminate hourly post-
retirement health care plans and life insurance.

"While major obstacles and difficult issues remain to be resolved,
the discussions to date with GM and our major unions helped frame
the concerns and objectives of each organization," Delphi Chairman
and CEO Robert S. Miller said.

"As we have said before, we remain committed to reaching a
consensual agreement.  This deadline should provide us sufficient
time to deal with the complexities inherent in fashioning
practical and workable solutions, and an effective agreement that
works for all of us," Mr. Miller said.

Previously, Delphi had announced it would file the motion no
sooner than Feb. 17, 2006.

                       About Delphi Corp.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts.

                    About General Motors Corp.

General Motors Corporation -- http://www.gm.com/--  
headquartered in Detroit, Michigan, is the world's largest
producer of cars and light trucks.  Founded in 1908, GM today
employs about 325,000 people around the world. It has
manufacturing operations in 32 countries and its vehicles are sold
in 200 countries.  General Motors Acceptance Corporation, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of GMAC.

                      *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Moody's Investors Service placed its B1 long-term rating of
General Motors Corporation on review for possible downgrade
following the company's announcement of full-year 2005 results
that include fourth quarter automotive operating cash generation
that is materially below the rating agency's expectations.

The ratings of General Motor's Acceptance Corporation (Ba1/review
with direction uncertain and Not-Prime/review for possible
upgrade) and of Residential Capital Corporation (Baa3 and
Prime-3/review direction uncertain) remain unchanged.

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Motors Corp. to 'B' from 'BB-' and its short-
term rating to 'B-3' from 'B-2' and removed them from CreditWatch,
where they were placed on Oct. 3, 2005, with negative
implications.  The outlook is negative.

The 'BB/B-1' ratings on General Motors Acceptance Corp. and the
'BBB-/A-3' ratings on Residential Capital Corp. remain on
CreditWatch with developing implications, reflecting the potential
that GM could sell a controlling interest in GMAC to a highly
rated financial institution.  Consolidated debt outstanding
totaled $285 billion at Sept. 30, 2005.


GENESIS HEALTHCARE: Moody's Rates $125MM Credit Facility at Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings for Genesis
HealthCare Corporation, moving the corporate family rating to Ba3
from B1 and the $154 million outstanding 8% senior subordinated
notes to B2 from B3.  Moody's also assigned a Ba2 rating to the
company's amended and restated $125 million revolving credit
facility.  The outlook for the ratings is stable.

The upgrade reflects the positive operating performance and
improved cash flow and credit metrics of the company since the
spin-off of the nursing home operations from NeighborCare, Inc. in
December 2003.  Genesis has consistently grown revenue while
completing a rationalization of its portfolio of facilities,
including the exit of unprofitable operations.  Additionally,
while the company has increased investments in capital
expenditures in the past year, and free cash flow is expected to
be constrained by future investment, operating cash flow has been
consistently strong.

The company's near term liquidity is very good, which further
supports the ratings upgrade.  Genesis is expected to internally
fund all working capital, capital expenditures and other cash
needs over the next 12 months.  In addition, the company has
access to a $125 million revolving credit facility under the terms
of its March 2005 amended and restated credit agreement. Moody's
expects the revolver to remain undrawn.  The company maintains
very good cushion above the covenants set forth in its credit
agreement and therefore, Moody's does not expect access to the
revolver to be constrained.

The amendment of the credit facility was coincidental with an
offering of $180 million 2.5% convertible senior subordinated
debentures, the proceeds of which were used to repay the
outstanding term loan B and repurchase a portion of the
outstanding 8% senior subordinated notes.  The issuance of the
convertible notes therefore improved liquidity by decreasing
interest costs and eliminating the required amortization of the
term loan.  However, it is noted that the convertible notes may
require cash conversion at specified dates, the first such date is
Mar. 15, 2012, which is before the maturity of the existing
subordinated notes, due 2013.

The ratings reflect the risk of the near-term constraint on free
cash flow resulting from increased capital expenditures related to
facility modernization.  Another concern involves legislative
changes to Medicare reimbursement rates resulting from the
refinement of resource utilization groups.  The new payment rules,
which took effect Jan. 1, 2006, are estimated to result in a $9
per Medicare day, or approximately $7.5 million, reduction in
revenue and EBITDA per year.

Other potential reimbursement changes that could adversely affect
the company's cash flow include a reduction in reimbursement for
Medicare bad debt expense, changes in prescription drug coverage
and the reinstatement of therapy caps, albeit at a higher level.
In addition, Moody's notes the potential for margin pressure from
the high cost of labor and shortages of professionals in both the
skilled nursing and therapy segments of the company's business.
The company also has a significant concentration of facilities in
five states, which creates a degree of exposure to state-specific
Medicaid issues.

The stable outlook anticipates continued favorable operating
performance for the company.  However, growth may not be as robust
as it has been since the spin-off due to changes in the
reimbursement environment.  Moody's believes that the company will
be able to absorb the expected reduction in Medicare reimbursement
and retain a credit profile consistent with the Ba3 corporate
family rating.  Additionally, while an increased investment in
capital expenditures will likely constrain free cash flow in the
near term, we anticipate that some of the investments will allow
the company to increase acuity levels and streamline operations,
creating additional opportunities to improve margins and increase
cash flow from operations.

For the twelve months ended Dec. 31, 2005, Moody's calculates that
adjusted cash flow from operations to adjusted debt was
approximately 23% and adjusted free cash flow to adjusted debt was
9%. Adjusted debt to adjusted EBITDA was approximately 3.3 times
and EBIT coverage of interest was approximately 2.6 times.

If the company materially reduces leverage such that adjusted free
cash flow to adjusted debt is expected to be maintained
comfortably in excess of 12%, Moody's could consider changing the
outlook to positive.

Alternatively, Moody's could change the outlook to negative or
downgrade the ratings if the company increases leverage or if the
reimbursement issues described above have a more pronounced effect
than expected.  Moody's could consider downgrading the outlook or
the ratings if the company's adjusted free cash flow to adjusted
debt were expected to remain below 9%, with some flexibility built
in for the increase in capital investments planned for the next
two years.

The borrower of the new $125 million credit facility is Genesis
Healthcare Corporation.  The credit facility is rated Ba2, one
level above the corporate family rating, in recognition of the
quality of the collateral protection and the expectation of full
recovery, even in a distress scenario.  Under the terms of the
March 2005 amended and restated credit agreement, the credit
facility is secured by a first priority lien on substantially all
the assets of the company, including mortgaged properties, with
the exception of the company's wholly owned captive insurance
subsidiary, Liberty Health Corporation.

The company owns 127 of its 158 consolidated facilities,
contributing to tangible assets with a book basis of approximately
$791 million as of Dec. 31, 2005.  Moody's notes that the book
value of these facilities underestimates their fair value.
Guarantees by certain 100% owned subsidiaries of the borrower
support the facility.  Non-guarantors include LHC and certain
mortgaged centers and represent less than 10% of the consolidated
assets of the company.

The upgrade of the 8% senior subordinated notes to B2 from B3
reflects the overall increase in the company's enterprise value
and the corresponding improvement in recovery prospects for the
notes.  The notes are notched two levels below the corporate
family rating to reflect the unsecured nature of the debt and the
contractual subordination to a potentially considerable amount of
senior secured debt.  The notes are guaranteed by the same
subsidiaries that guarantee the credit facility but on a senior
subordinated basis.

Ratings assigned:

   * $125 million senior secured revolving credit facility
        due 2010, Ba2

Ratings upgraded:

   * $154.15 million 8% senior subordinated notes due 2013,
        upgraded to B2 from B3

   * Corporate family rating, upgraded to Ba3 from B1

Ratings withdrawn:

   * Senior secured term loan B due 2010, rated Ba3

   * $75 million senior secured revolving credit facility
        due 2008, rated Ba3

Genesis HealthCare Corporation provides long term care through a
network of 213 eldercare centers, including 178 skilled nursing
centers, 22 assisted living residences and 13 transitional care
units in 12 eastern states.  Genesis also provides contract
rehabilitation services.  For the twelve months ended Dec. 31,
2005, the company had net revenue of approximately $1.7 billion.


GLASS & POWDER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Glass & Powder Boardshop, Inc.
        2934 West Cary Street
        Richmond, Virginia 23221

Bankruptcy Case No.: 06-30307

Type of Business: The Debtor sells water sports equipment,
                  supplies, clothing and accessories.
                  See http://www.glassandpowder.com/

Chapter 11 Petition Date: February 15, 2006

Court: Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice, Jr.

Debtor's Counsel: David K. Spiro, Esq.
                  Cantor Arkema, P.C.
                  Post Office Box 561
                  Richmond, Virgiani 23218-0561
                  Tel: (804) 644-1400
                  Fax: (804) 225-8706

Total Assets:   $649,000

Total Debts:  $1,297,241

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   The Mall At Short Pump Town Center         $110,000
   Terminal Tower, 50 Public Square
   Cleveland, OH 44113-2267

   Mervin Manufacturing, Inc.                  $74,470
   2600 West Commodore Way
   Seattle, WA 98199

   Forest City Enterprises, Inc.               $49,789
   Forest City Commercial Management
   P.O. Box 72069
   Cleveland, OH 44192-0118

   Northwave                                   $45,230
   400 North 34th Street, Suite 203
   Seattle, WA 98103

   Sole Technology                             $42,963
   20161 Windrow Drive
   Lake Forest, CA 92630

   Option Snowboards                           $38,578
   1101 William Street
   Vancouver, BC V6A 2J1
   Canada

   O'Neill, Inc.                               $34,465
   1071 41st Avenue
   P.O. Box 6300
   Santa Cruz, CA 95063-6300

   Volcom Clothing                             $25,806
   P.O. Box 515480
   Los Angeles, CA 90051

   Hurley International                        $20,593
   File #50142
   Los Angeles, CA 90074-0142

   Fox Racing, Inc.                            $17,822
   Department 33155
   P.O. Box 39000
   San Francisco, CA 94139

   Advance Sports, Inc.                        $17,787
   2860 California Street
   Torrance, CA 90503

   Rome                                        $16,669
   P.O. Box 1323
   Williston, VT 05495

   Never Summer Snowboards                     $15,996
   5077 Colorado Boulevard
   Denver, CO 80216

   Flow Sports                                 $14,788
   1021 Calle Recodo
   San Clemente, CA 92673

   Quiksilver                                  $12,760
   QS Wholesale
   P.O. Box 514350
   Los Angeles, CA 90051-4350

   Dragon Optical                              $11,551
   5803 Newton Drive, Suite C
   Carlsbad, CA 92008

   Visa                                        $11,000
   P.O. Box 30131
   Tampa, FL 33630-3131

   Osiris                                      $10,818
   Alias Distribution
   7130 Convoy Court
   San Diego, CA 92111

   Burton Snowboards                           $10,107
   P.O. Box 116
   Albany, NY 12201-0116

   MBNA America                                 $9,287
   P.O. Box 15287
   Wilmington, DE 19886


GMAC COMMERCIAL: Moody's Affirms B3 Rating of Class O-2 Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of nine classes and
affirmed the ratings of nine classes of GMAC Commercial Mortgage
Securities, Inc., Series 2002-C3 Mortgage Pass-Through
Certificates as follows:

   * Class A-1, $175,721,361, Fixed, affirmed at Aaa
   * Class A-2, $406,440,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $29,153,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $11,661,000, Fixed, upgraded to Aaa from Aa3
   * Class D, $18,463,000, Fixed, upgraded to Aa2 from A2
   * Class E, $11,661,000, Fixed, upgraded to Aa3 from A3
   * Class F, $9,717,000, Fixed, upgraded to A2 from Baa1
   * Class G, $9,718,000, Fixed, upgraded to A3 from Baa2
   * Class H, $9,718,000, Fixed, upgraded to Baa1 from Baa3
   * Class J, $18,464,000, Fixed, upgraded to Baa3 from Ba1
   * Class K, $8,746,000, Fixed, upgraded to Ba1 from Ba2
   * Class L, $5,831,000, Fixed, affirmed at Ba3
   * Class M, $4,859,000, Fixed, affirmed at B1
   * Class N, $3,887,000, Fixed, affirmed at B2
   * Class O-1, $2,722,000, Fixed, affirmed at B3
   * Class O-2, $1,165,000, Fixed, affirmed at B3

As of the Feb. 10, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 4.1% to
$745.3 million from $777.4 million at securitization.  The
Certificates are collateralized by 107 loans, ranging in size from
less than 1.0% to 4.5% of the pool, with the top ten loans
representing 29.3% of the pool.  Seven loans, representing 9.2% of
the pool, have defeased and are collateralized by U.S. Government
securities.  Two of the pool's top 10 loans have defeased,
including the second largest loan, Parkway Point and the ninth
largest loan, Mission Foothills Marketplace.

One loan has been liquidated from the pool, resulting in a
realized loss of approximately $160,000.  One loan, representing
1.2% of the pool, is in special servicing.  Moody's has estimated
no loss on this loan.  Twenty-five loans, representing 17.7% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
94.0% of the performing loans, excluding the defeased loans, and
partial year 2005 operating results for 84.0% of the performing
loans.  Moody's weighted average loan to value ratio is 86.2%,
compared to 89.3% at securitization.  Moody's is upgrading Classes
B, C, D, E, F, G, H, J and K due to stable overall pool
performance, a relatively high percentage of defeased loans and
increased credit support.

The top three loans represent 11.4% of the pool.  The largest loan
is the Clifton Commons Loan, which is secured by a 173,000 square
foot retail center located in Clifton, New Jersey.  The center is
100.0% occupied, the same as at securitization.  Major tenants
include a 16-screen AMC Theater, The Sports Authority and Barnes &
Noble.  The center is located adjacent to a community center which
includes Super Stop & Shop and Staples.  The property's financial
performance has improved since securitization due to higher rental
income and stable expenses. Moody's LTV is 90.7%, compared to
97.2% at securitization.

The second largest loan is the Shops at River Park Loan, which is
secured by a 134,000 square foot retail center located in Fresno,
California.  The property is 97.0% occupied, compared to 91.0% at
securitization.  Major tenants include Borders Books, Cost Plus
World Market and Zany Brainy.  Regal Theatres and two other stores
occupy pad sites that are part of the center but not part of the
collateral.  The property's financial performance has improved
since securitization due to higher occupancy.  Moody's LTV is
80.0%, compared to 88.6% at securitization.

The third largest loan is the Bailey's Crossroads Loan, which is
secured by a 169,000 square foot retail center located in Fairfax,
Virginia.  The property is 100.0% occupied, the same as at
securitization.  Major tenants include Best Buy, Office Depot and
K&K Men's Center.  Moody's LTV is 78.0%, compared to 80.3% at
securitization.

The pool's collateral is a mix of multifamily, retail, office and
mixed use, U.S. Government securities, industrial and self
storage, lodging and CTL.  The collateral properties are located
in 27 states and Washington, D.C.  The highest state
concentrations are California, New Jersey, Arizona, Pennsylvania
and Florida.  All of the loans are fixed rate.


GRANITE BROADCASTING: Moody's Junks Preferred Stock with C Rating
-----------------------------------------------------------------
Moody's Investors Service today lowered Granite Broadcasting
Corporation's corporate family rating to Caa2 from Caa1 and
preferred stock rating to C from Ca following the company's
announcement that it intends to market its two WB affiliate
stations while AM Media Holdings LLC evaluates is interest in
purchasing these assets in light of the likely loss of the WB
affiliation when the network ceases operations in 2006.
Additionally, Moody's affirmed the B3 rating on the company's
senior secured notes. The outlook remains negative.

The downgrade to the corporate family rating reflects Granite's
worsening liquidity position and Moody's belief that the company
will be unable to cover debt service requirements and maintenance
capital expenditures with internally generated funds over the next
twelve months.  As such, Moody's believes Granite will need to
utilize external sources in order to avoid a liquidity event. The
ratings also incorporate Moody's concerns on Granite's ability to
complete the sale of the Detroit and San Francisco stations for
the same value as the previously announced transaction and
Granite's ability to run them profitably as independents in the
near-term given the extensive competition present in those
markets.

The negative outlook reflects Moody's expectations that the
company will not be able to improve operating performance
sufficiently over the next twelve months to offset anticipated
liquidity pressures.  We expect that in the event that asset sales
are undertaken and proceeds are used to repay debt, the liquidity
crunch could be neutralized in the short-term; however, in Moody's
view the company would still be faced with the daunting task of
improving operating performance at its remaining station portfolio
to generate enough cash flow to cover its ongoing debt service and
capital expenditure requirements.  Thus, the outlook can not be
stabilized until Granite resolves its liquidity and capital
structure issues.

The downgrade to the preferred stock reflects Moody's belief that
there is a smaller cushion between the estimated asset values and
the company's senior secured debt securities to provide full
recovery.  In Moody's opinion, the proposed $180 million of
consideration for the Detroit and San Francisco assets was much
lower than our expectations for television stations in these
attractive market positions.  Additionally, Moody's believes that
the loss of network affiliation will result in further diminution
in value deteriorating an already modest cushion.  Thus, it is our
belief that the preferred stock is likely to face significant
impairment in a distress scenario.  The affirmation of the B3
rating on the senior secured notes reflects Moody's belief that
the value of Granite's middle-market stations, based on recent
asset sales in similar or lower DMAs, will still provide adequate
coverage of these securities in an orderly auction or liquidation
scenario.

Moody's took these rating actions:

   * Corporate Family Rating -- Lowered to Caa2 from Caa1

   * Preferred Stock -- Lowered to C from Ca

   * Senior Secured Notes -- Affirmed B3 Rating

The outlook remains negative.

Granite Broadcasting Corporation is a television broadcaster
headquartered in New York, New York.


GREENWOOD VILLAGE: Weak Balance Sheet Cues Fitch to Shave Rating
----------------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB-' the rating on the
Indiana Health Facility Financing Authority's outstanding $16.4
million revenue bonds issued on behalf of Greenwood Village South.
The Rating Outlook is Stable.

The rating downgrade reflects GVS' weak balance sheet, additional
debt plans, declining occupancy in the skilled nursing unit, and
an increased Medicaid exposure.  During fiscal 2005, GVS spent
approximately $3.6 million of internal cash to upgrade the HVAC
system.  Although management expects to reimburse itself from
future bond proceeds, balance sheet indicators would still remain
below Fitch's 'BBB' medians.

In fiscal 2005 (ended June 30), GVS' $3.4 million of unrestricted
cash and investments equated to 93 days cash on hand and 22% cash-
to-debt.  For the six-month interim period ended Dec. 30, 2005,
cash and investments totaled just $2.96 million, or 78 days cash
on hand and cash-to-debt of 19%, compared to Fitch's 'BBB' medians
of 278 days and 64%, respectively.  GVS is expecting to issue
approximately $15.9 million of series 2006 revenue and refunding
bonds in the next three to six months.

Proceeds are expected to add 26 independent living apartments,
refund $2.3 million of series 2000 bonds, reimburse the
corporation for prior capital expenditures, and fund various
capital improvements.  While the new independent living units are
projected to generate approximately $3.3 million of initial
entrance fees the immediate effect of the series 2006 debt will
leverage the balance sheet even further.  Occupancy in GVS' 137
skilled nursing beds has experienced a steady decline since 2002.
In fiscal 2005, occupancy of the skilled nursing beds was 82.3% as
compared to 90.8%, 93.3%, and 94.0% in fiscal 2004, 2003, and
2002, respectively.  In addition, the percentage of private pay
residents fell to 50% in fiscal 2005 from 69% in fiscal 2002.

GVS' credit strengths remain the solid occupancy in the
independent living units, the presence of a reputable management
company, and GVS' low cost positioning in a stable market.
Occupancy rates of the independent living apartments have averaged
96.4% annually since 2002.

The facility maintains an active waiting list of approximately 60
potential residents, each of whom has deposited $1,000. Fitch
believes this is a positive credit factor as it relates to the
proposed ILU expansion.  The presence of Life Care Service Corp.
(LCS) as the facility's manager allows GVS access to a unique
array of in-depth services that provide a significant value-added
benefit to GVS and a distinct competitive advantage in the
marketplace.  Operating in a market with limited competition that
exhibits sound socioeconomic characteristics, GVS' positioning as
an affordable provider of senior housing lends support to future
occupancy stability.

The Stable Rating Outlook is based on the expectation that balance
sheet liquidity should improve with the reimbursement included in
the proposed 2006 bond issue.  Fitch believes that the entrance
fees generated by the new ILUs will further enhance GVS' liquidity
over the medium term.  Moreover, management has implemented a new
marketing effort directed at hospital discharge planners to
improve occupancy and generate better reimbursement in the skilled
nursing facility.

Located in Greenwood, IN, approximately 11 miles south of downtown
Indianapolis, GVS is a not-for-profit Type-B continuing care
retirement community consisting of 259 independent living units,
60 assisted living units, and 137 skilled nursing beds.  In fiscal
2005, GVS had total revenues of $14.2 million.  GVS has covenanted
to provide to the trustee and directly to bondholders unaudited
quarterly financial statements within 45 days of each quarter-end
and audited financial statements with 120 days of each fiscal
year-end.  However, financial disclosure on the NRMSIRs has not
been timely, which is viewed negatively by Fitch.

Outstanding Debt:

     -- $2,305,000 Indiana Health Facility Financing Authority
        revenue bonds, series 2000 (Greenwood Village South
        Project);

     -- $14,098,746 Indiana Health Facility Financing Authority
        revenue bonds, series 1998 (Greenwood Village South
        Project).


H&E EQUIPMENT: S&P Raises Corporate Credit Rating to BB- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on rental equipment company H&E Equipment Services Inc.
(formerly known as H & E Equipment Services LLC) to 'BB-' from
'B+'.

At the same time, Standard & Poor's raised its rating on H & E's
$165 million first-lien revolving credit facility due in 2009.
That rating is now 'BB+', two notches higher than the corporate
credit rating, while the recovery rating on the facility is '1',
meaning that full recovery of principal is expected in the event
of a default.  The rating on H & E's $200 million second-lien
notes, due in 2012, rose to 'B+', one notch lower than the
corporate credit rating, and was assigned a recovery rating of
'3'.  This indicates that S&P expects a meaningful recovery of
principal (50%-80%) in the event of a default after full recovery
of the first-lien facility.

All the ratings have been removed from CreditWatch with positive
implications, where they were placed Oct. 18, 2005.

"The upgrade follows the completion of H & E's IPO and reflects
the continued good improvement in its operating performance," said
Standard & Poor's credit analyst John R. Sico.  H & E is using the
net proceeds from the offering -- approximately $200 million
(including over-allotments) -- to make an acquisition, to buy
equipment it previously leased, and to repay borrowings under its
revolving credit facility.

The outlook is stable.

H & E, based in Baton Rouge, La., is a regional operator in the
competitive equipment rental industry.  The company offers
construction and industrial equipment for sale or rent through a
network of 41 locations mainly in the intermountain and Gulf Coast
regions of the U.S.  Although it is now a public company, it is
principally owned by Bruckmann, Rosser, Sherrill & Co.  LP and by
H & E management, which together own about two-thirds of the firm.

The ratings reflect H & E's weak business risk profile as a
regional provider of construction equipment rental services and
further reflect its aggressive financial risk profile.

The company has enjoyed an improvement in operating performance at
the same time the equipment rental industry has been recovering,
and 2006 prospects appear favorable.  Nonresidential construction
spending will likely grow in 2006 after several years of decline,
bolstering demand for rental equipment.  Meanwhile, rental rates
have risen, used-equipment pricing has improved, and excess fleet
capacity has diminished.  The company's sales rose 20% in the
12 months through September 2005, mainly because of better
conditions in the rental industry.  The momentum should continue
in 2006, especially in the usually strong second and third
quarters.


HARRIS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Harris Furniture Reproductions, Inc.
        fdba Victorian Classic,Inc.
        1919 Bell Street
        Montgomery, Alabama 36104
        Tel: (334) 834-8000

Bankruptcy Case No.: 06-30165

Type of Business: The Debtor manufactures & sells furniture.

Chapter 11 Petition Date: February 17, 2006

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Von G. Memory, Esq.
                  Memory, Day & Azar
                  P.O. Box 4054
                  469 South McDonough Street
                  Montgomery, Alabama 36101
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001

Total Assets: $1,299,537

Total Debts:  $1,455,031

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Newman Lumber Company                    $47,823
P.O. Box 2580
Gulfport, MS 39505-2580

CMT Di Paolo Vatteroni                   $33,791
Via Carriona, Italy 205-54033

Bank Trust                               $27,469
951 Taylor Road
Montgomery, AL 36117

Maley & Wertz, Inc.                      $14,739

Blue Cross Blue Shield                   $12,836

Davis-Lynch Glass Co.                    $11,418

Foam Products Industries                 $10,020

Brackin Wholesale Coating                 $8,077

Alabama Gas Corp.                         $6,257

Alabama Power                             $5,827

Imperial Marble Corp.                     $3,575

Midland Container Corp.                   $3,342

Hafner USA Inc                            $2,851

Handy Button Machine Co.                  $2,164

Valspar Industries                        $1,149

Cutting Edge Casting, Inc.                $1,000

Mount Vernon Mills, Inc.                    $983

Hickory Springs                             $980

Copaco                                      $850

PI, Inc.                                    $836


ICEWEB INC: Posts $351,658 Net Loss in Quarter Ended December 31
----------------------------------------------------------------
IceWEB, Inc., delivered its financial results for the quarter
ended Dec. 31, 2005, to the Securities and Exchange Commission on
Feb. 15, 2006.

IceWEB incurred a $351,658 net loss for the three-months ended
Dec. 31, 2005, versus a $577,317 net loss for the comparable
period in 2004.

For the three months ended Dec. 31, 2005, the Company generated
$1,491,216 of revenues, an increase of approximately 4.1% compared
to $1,432,883 of revenues for the comparative three-month period
in 2004.

The Company's balance sheet at Dec. 31, 2005, showed $3,031,991 in
total assets and $2,351,352 of liabilities.

                     Going Concern Doubt

Sherb & Co., LLP, expressed substantial doubt about IceWEB's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended Sept.
30, 2005 and 2004.  The auditing firm pointed to the Company's
consecutive net loss for fiscal year 2005 and 2004.

                        About IceWEB

Headquartered in Herndon, Virginia, IceWEB, Inc. (OTC BB: IWEB)
-- http://www.iceweb.com/-- enables small and medium sized
organizations with its, hardware, software and professional
services.  The Company's application service provider software
delivery model reduces the customer's Total Cost of Ownership and
improves the efficiency of IT environments.


INDUSTRY MORTGAGE: Fitch Affirms Low-B Ratings on 3 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirmed its ratings on 17 classes of Industry
Mortgage Corp. Home Equity Issues:

   Series 1997-3

     -- Class A6 at 'AAA';
     -- Class A7 at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'BB';
     -- Class B at 'D'.

   Series 1997-5

     -- Class A9 at 'AAA';
     -- Class A10 at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'BB';
     -- Class B remains at 'D'.

   Series 1998-1

     -- Class A5 at 'AAA';
     -- Class A6 at 'AAA';
     -- Class M-1 at 'AA+';
     -- Class M-2 at 'BBB-';
     -- class B remains at 'C'.

   Series 1998-5

     -- Class A5 at 'AAA';
     -- Class A6 at 'AAA';
     -- Class M-1 at 'AA';
     -- Class M-2 at 'A+';
     -- Class B at 'BB-'.

The affirmations, affecting over $186.45 million certificates,
reflect a stable relationship between credit enhancement and
expected loss.

The IMC transactions are collateralized by a pool of fixed-rate,
closed-end home equity mortgage loans.  As of the January 2006
distribution date, the transactions are seasoned from a range of
87 (1998-5) to 102 (1997-3) months.  The pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from approximately 5%(1997-3) to 8% (1998-5).  The
percentage of loans over 60 days delinquent ranges from 26.3% to
30.5%.  The cumulative loss as a percentage of the initial pool
balance ranges from 6.26% to 9.4%.

Select Portfolio Servicing, Inc. (Rated 'RSS2-' by Fitch) services
these transactions.

Fitch will continue to closely monitor this deal.


INGLES MARKETS: SEC Probe Prompts Moody's to Affirm Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Ingles Markets,
Incorporated, including the corporate family rating of B1,
following the company's receipt of a Wells Notice from the
Securities and Exchange Commission and following Ingles'
disclosure of multiple material weaknesses in its system of
controls in its fiscal 2005 Form 10-K.  The rating outlook remains
stable.  The ratings affirmation reflects Moody's belief that
Ingles can absorb a moderate civil penalty, if one is incurred as
a result of the investigation by the SEC, at its current rating
level, which already incorporates Moody's concerns about less than
optimum controls and procedures as well as ownership and
management concentration in the founding family.

Ratings affirmed:

   * Corporate family rating at B1

   * $350 million 8.875% senior subordinated notes due
        in 2011 at B3

Moody's does not rate any of the company's secured or unsecured
bank debt.

In January 2006, the SEC issued a "Wells Notice", indicating that
the staff of the SEC intends to recommend that the Commission
bring a civil enforcement action against Ingles.  The civil
enforcement action, which may include a civil penalty, relates to
certain vendor contracts entered in 2002 and 2003 and internal
control accounting issues that have been the subject of the
previously disclosed formal SEC investigation and which resulted
in the restatement of the company's financial statements for
fiscal years 2002 and 2003 and the first three quarters of fiscal
2004.

In addition, Ingles initial report on the effectiveness of its
internal controls over financial reporting, as required under
Section 404 of the Sarbanes-Oxley Act of 2002, disclosed multiple
"material weaknesses" in the company's system of controls.  This
report, included in Ingles' fiscal 2005 Form 10-K, discussed
material weaknesses in the company's internal controls related to
the accounting for vendor income, as well as material control
deficiencies related to the basic segregation of duties across
accounting functions and information technology general controls.

In light of Ingles' recent history of financial statement
restatements, the ongoing SEC investigation and turnover in the
company's key finance and accounting staff, these material
weakness call into question not only management's ability to
prepare accurate financial reports but also its ability to control
the business.  These concerns, which are factored into our current
rating, are somewhat mitigated by the company's ongoing
remediation efforts which to date have included the creation of an
internal audit department and increased training of key accounting
personnel.

The Category B material weaknesses, as discussed above, also
indicate weaknesses in the quality of corporate governance at
Ingles.  The nine member Ingles' board has very little
independence, in Moody's view; the board includes three family
members, three senior managers and three outside directors, only
one of whom Moody's considers as independent. CEO Robert Ingle
maintains substantial ownership and voting control.  The financial
restatements, subsequent identification of materials weak nesses
and the receipt of a Wells Notice point, in our opinion, to a lack
of director oversight on key accounting and financial processes.
The loss through resignation of the CFO, the controller and an
accounting manager in mid-year 2005 severely hampered remediation
efforts.

The ratings of Ingles are based on the company's solid regional
franchise, robust comparable store sales growth, modern store base
and the application of excess cash flow to debt reduction over the
past two fiscal years, as well as the intense competition facing
grocery retailers, Ingles' ongoing reliance on bilateral lines of
credit, and the previously mentioned corporate governance and
control issues.

Ingles' solid market positions in the economically vibrant regions
of Georgia, the Carolinas and Tennessee have produced comparable
store sales increases that are high for a supermarket chain --
6.7% for the fiscal year ended in September 2004, 6.1% for fiscal
2005 and 9.8% in the recent first fiscal quarter.

Organic sales growth and the quality of its stores have resulted
in stable operating margins, before rental income, and cash flow
generation sufficient to reduce debt by approximately $76.6
million since the end of fiscal 2003.  Ingles' capital
expenditures are significant given the company's desire to
maintain a modern store base.

The negative impact of Ingles' aggressive dividend policy has been
somewhat softened by the proceeds from the exercise of stock
options recently.  Moody's expects that shareholder enhancement
will remain a major use of free cash flow.  Ingles' reliance on
bilateral bank lines of credit of $135 million expiring in October
and November 2006, instead of a larger long-term syndicated credit
agreement, is also a credit negative for a company of this size.
However, the unencumbered book value of the company's large real
estate portfolio provides an alternative source of long-term
liquidity.

The stable rating outlook reflects Moody's expectation that
operating profitability and market share can be maintained and
that shareholder enhancement will not increase leverage.

A rating upgrade would require positive free cash flow generation
and its application at least partially to debt reduction;
maintenance of debt to EBITDA below 5 times; the strengthening of
the company's liquidity profile by a committed syndicated bank
loan facility; remediation of weaknesses in controls; and
improvement in corporate governance in terms of a higher
proportion of independent directors on Ingles' board.

Conversely, ratings could be lowered if Ingles were to incur a
material fine that challenged its financial flexibility; or if a
significant deterioration in its franchise or an increase in
returns to shareholders caused its credit metrics to weaken such
that debt to EBITDA rose above 6 times.

The B3 rating on the senior subordinated notes considers that this
debt is contractually subordinated to significant amounts of more
senior obligations.  The more senior claims are principally
comprised of $220 million of mortgages and other secured debt and
$135 million of bilateral unsecured credit lines, currently used
only for $16.1 million of letters of credit.  Given unencumbered
real property and equipment value of about $407.6 million at Sept.
24, 2005, Moody's expects that this subordinated debt class has a
good level of protection in a distressed scenario.

Ingles Markets, Incorporated, headquartered in Asheville, North
Carolina, operates 197 supermarkets principally in Georgia, North
Carolina, South Carolina, and Tennessee.  Revenue for the fiscal
year ended September 24, 2005 exceeded $2.27 billion.


INT'L SPECIALTY: Chemco Unit Inks $1.2 Billion Senior Secured Loan
------------------------------------------------------------------
International Specialty Holdings Inc. and ISP Chemco Inc., ISP
Chemicals Inc., ISP Minerals Inc. and ISP Technologies Inc.,
reported the successful completion of Holdings' previously
reported tender offer and consent solicitation for its outstanding
10.625% Senior Secured Notes due 2009 and the Chemco Purchasers'
previously reported tender offer and consent solicitation for
their outstanding 10.25% Senior Subordinated Notes due 2011, both
of which expired on Feb. 16, 2006, at 9 a.m. New York City time.

Holdings accepted for payment Holdings Notes validly tendered by
holders of approximately $195 million, or 97.5%, of the aggregate
principal amount outstanding of the Holdings Notes.  The Chemco
Purchasers (ISP Chemicals Inc., ISP Minerals Inc. and ISP
Technologies Inc.) accepted for payment Chemco Notes validly
tendered by holders of $399 million, or 98.5%, of the aggregate
principal amount outstanding of the Chemco Notes.  In completing
the tender offers, the supplemental indentures previously executed
by Holdings and the Chemco Purchasers have become operative.

Chemco entered into a new $1.2 billion senior secured credit
facility, consisting of a $950 million term loan and a $250
million revolving credit facility.  The initial borrowings under
this facility were used to repay outstanding indebtedness,
including amounts outstanding under its existing credit facility
and the amounts necessary to complete the tender offers for the
Holdings Notes and the Chemco Notes.

Headquarters in Wayne, N.J., International Specialty Products Inc.
-- http://www.ispcorp.com/-- is a leading multinational
manufacturer of specialty chemicals, industrial chemicals,
synthetic elastomers and mineral products.  ISP, the parent
company of International Specialty Holdings Inc. and ISP Chemco
Inc., sells over 400 specialty and industrial chemicals, synthetic
elastomers and minerals products to approximately 6,000 customers
from a variety of industries in over 90 countries.

                          *     *     *

As reported in Troubled Company Reporter on Jan. 26, 2006,
Standard & Poor's Ratings Services lowered its ratings on
International Specialty Products Inc. (ISP) and its subsidiaries
by one notch. The corporate credit rating is now 'BB-'.  The
outlook is stable.

"The downgrade was prompted primarily by prospects that cash flow
protection and debt leverage measures will remain too weak to
support the former ratings, and by ongoing risks associated with
financial policies and the company's private ownership," said
Standard & Poor's credit analyst Cynthia Werneth.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'BB-' senior secured debt rating
and a recovery rating of '2' to ISP Chemco Inc.'s proposed $1.15
billion senior secured credit facility.  These ratings indicate
Standard & Poor's belief that lenders will experience substantial
(80% to 100%) recovery of principal in a payment default scenario.


J.C. PENNEY'S: Strong Liquidity Cues Moody's to Lift Ba1 Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded J.C. Penney's long term debt
ratings following the company's announcement of fiscal year 2005
operating results which demonstrated sustained improvement in the
company's operating performance and its ability to support a
higher rating category.  The rating outlook is stable.  This
rating action concludes the review for possible upgrade announced
on Dec. 12, 2005.

The Baa3 senior unsecured rating is supported by J.C. Penney's
continued strong liquidity, healthy free cash flow generation,
solid leverage and coverage metrics, and management's balanced
approach to financial policy.  In addition, the rating category
reflects the company's geographically diverse store operations,
well recognized private label brands, its multi channel approach,
and the strength of its management team.  Offsetting these
positives is the ongoing challenge of ensuring that the company
remains sufficiently nimble in developing new brands and on trend
merchandise despite its size and the need to retain the cost
benefits that its scale confers.  In addition, the ratings are
constrained by the company's need to reinvest in freshening its
store base, as well as by the risk of potential disruptions as it
rolls out the new store wide POS system.  The ratings continue to
be constrained by the persistent challenges the department store
industry faces as the discounters, Wal-Mart and Target, keep on
growing apparel sales and as Kohl's continues to roll out stores.

The Baa3 rating reflects Moody's expectation that J.C. Penney will
continue to maintain very strong liquidity as a result of its on-
balance sheet liquidity reserve, solid free cash flow generation,
and its $1.2 billion revolving credit facility.  The new rating
level assumes that J.C. Penney will maintain its focus on
executing its core strategy that targets the middle income and
middle age consumer through the ongoing development of private
label and exclusive branded merchandise and the modest roll out of
its off-mall concept.  The new rating level also assumes that the
company will maintain a balanced approach to financial policy such
that share repurchases and dividends do not exceed free cash flow.

For the fiscal year ended Jan. 29, 2006, sales increased 3.8% to
$18.8 billion.  As reported EBITDA and EBITDA margin from
continuing operations were approximately $2.0 billion and 10.6%,
respectively.  Free cash flow for the fiscal year ended Jan. 29,
2006, was approximately $700 million resulting in FCF/Debt of
approximately 20%.  Debt/EBITDA was 2.6x.

The outlook is stable reflecting Moody's expectation that J.C.
Penney will continue to maintain strong liquidity, solid credit
metrics and balanced financial policies.  In order for a positive
outlook to be assigned, J.C. Penney needs to continue to
demonstrate stability in its performance by maintaining its
current margin levels.  An upgrade would require the company to
demonstrate consistent improvement in its nationwide store
environment as a result of refurbishments, as well as to maintain
EBIT margins above 8.5% and credit metrics at its current levels.

Given the recent upgrade, a downgrade is currently unlikely.
However, ratings could be downgraded should the company
aggressively increase leverage in order to finance capital
expenditures, acquisitions or share repurchases. In addition,
ratings could be downgraded should the company's operating
performance significantly decline causing Debt/EBITDA to rise
above 3.75x.

These ratings are upgraded:

   * Senior unsecured notes to Baa3 from Ba1;

   * $1.2 billion senior unsecured bank credit
        facility to Baa3 from Ba1.

This rating is upgraded and will be withdrawn:

   * Corporate family rating to Baa3 from Ba1.

This rating is withdrawn:

   * Speculative grade liquidity rating of SGL-1.

Headquartered in Plano, Texas, J.C. Penney Company, Inc. is one of
the country's largest department store, catalogue, and
e-commerce retailers.  Total revenues for the fiscal year ended
Jan. 29, 2006, were approximately $18.8 billion.


JOURNAL REGISTER: S&P Revises Outlook on BB Rating to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Trenton,
N.J.-headquartered newspaper publisher Journal Register Co. to
negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'BB' corporate credit rating.  About
$755 million of debt was outstanding at January 2006.

The outlook revision reflects Journal Register's new share
repurchase authorization for up to $25 million in common stock.
This share buyback program comes at a time when the company's
overall financial profile is weak for the ratings.  Journal
Register's current $30 million share repurchase program, which was
authorized in April 2005, is nearly complete.

Despite the new share repurchase authorization, S&P expects that
Journal Register would still be able to generate sufficient cash
flow to allow for some debt reduction in the near term. "A
downgrade would be considered if the company does not make
progress in strengthening its financial position in coming periods
as a result of acquisitions and/or weaker operating performance,"
said Standard & Poor's credit analyst Donald Wong.


KULICKE & SOFFA: S&P Reviewing Ratings for Possible Upgrade
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'CCC+' subordinated ratings on Willow Grove, Pa.-based Kulicke
& Soffa Industries Inc. on CreditWatch with positive implications,
following the company's announcements that it intends to divest
its unprofitable test division and retire about $52 million of
debt.  The transactions, once concluded, will improve
profitability and reduce leverage.

"The test division incurred about $40 million of operating loss
over the last four quarters, excluding a $100 million asset and
goodwill impairment charge taken in the June 2005 quarter," said
Standard & Poor's credit analyst Lucy Patricola.  The company's
other two divisions generated about $92 million of operating
income over the same period.  Kulicke will retain some costs
related to the business following the sale; however, we expect a
portion of the operating loss will be eliminated, improving
profitability margins.  The company expects the divestiture will
raise about $28 million and intends to use about $18 million
of the proceeds, together with new common shares, to retire
$52.2 million of subordinated notes.  The combination of higher
profitability and lower debt will reduce leverage measures.  Debt
to EBITDA as of Dec. 31, 2005, was 4.4x and pro forma for the debt
reduction, is 3.6x.

Further improvement is likely with the partial elimination of the
test division losses.

Kulicke & Soffa is a leading supplier of equipment and materials
used in semiconductor packaging.  Total lease-adjusted debt was
about $305 million as of December 2005.


KULLMAN INDUSTRIES: Court Extends Deadline on Lease Until May 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended,
until May 15, 2006, the time within which Kullman Industries,
Inc., may assume, assume and assign, or reject an unexpired lease
of a nonresidential real property.

The Debtor explains that the unexpired lease is a valuable asset
of the Debtor's estate as it includes the lease for the Debtor's
manufacturing facility and support operations in Lebanon, New
Jersey.  The Debtor further discloses that the unexpired lease is
also integral to a successful reorganization.

The Debtor cites three reasons why the extension is warranted:

     (i) it continues to pay for the use of the property;

    (ii) the continued use by the Debtor of the property will not
         damage any lessor beyond compensation available under the
         Bankruptcy Code; and

   (iii) it has not yet had sufficient time to formulate a plan.

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


LEVI STRAUSS: Equity Deficit Tops $1.22 Billion at November 27
--------------------------------------------------------------
Levi Strauss & Co. (LS&CO.) disclosed its financial results for
the fourth quarter and fiscal year ended Nov. 27, 2005, and
delivered its 2005 Form 10-K to the Securities and Exchange
Commission on Feb. 14, 2006.

2005 full-year results reflect continued improvement in the
company's financial performance across key operating measures
compared to the prior year.  These include:

   * Full-year net sales increased $53 million;
   * Operating income improved by $228 million; and
   * Net income increased $126 million

"We accomplished our primary objectives," said Phil Marineau, Levi
Strauss's chief executive officer. "We substantially improved the
company's profitability and ended an eight-year sales decline.
The actions we've taken to transform the company have clearly
improved our competitiveness.  2006 will be challenging given the
ongoing uncertainty of the retail marketplace in the United States
and Europe, but I'm encouraged by our prospects given the
innovative and highly competitive products that we have in the
pipeline."

Net income for 2005 was $156 million compared to $30 million in
the prior year.  The increase in net income was due primarily to
higher operating income and lower foreign exchange management
contract losses, partially offset by costs related to refinancing
bond debt and higher income tax expense.

"We delivered another strong fiscal year with top-line stability
and a robust improvement in bottom-line performance," said Hans
Ploos van Amstel, chief financial officer.  "In addition, we
closed 14 open U.S. tax years and successfully completed two bond
offerings that extend the majority of our unsecured debt
maturities to 2012 and beyond with more favorable borrowing
terms."

Net income for the fourth quarter was $44 million, versus a $19
million loss in the fourth quarter of 2004.  The improvement was
driven primarily by higher operating income, lower foreign
exchange management contract losses and lower income tax expense.

"Our fourth-quarter 2005 results confirm our improved financial
performance for the full year," added Ploos van Amstel.  "We
delivered strong operating profits and net income while holding
our sales stable."

The Company's balance sheet showed $2,813,648,000 in total assets
at Nov. 27, 2005, and liabilities of $4,035,733,000 resulting in a
$1,222,085,000 stockholders deficit.

A full-text copy of the Company's quarterly report for the period
ended Nov. 27, 2005, is available for free at:

          http://researcharchives.com/t/s?59c

Levi Strauss & Co. is one of the world's leading branded apparel
companies, with sales in more than 110 countries.  Levi Strauss
designs and markets jeans and jeans-related pants, casual and
dress pants, tops, jackets and related accessories for men, women
and children under its Levi's(R), Dockers(R) and Levi Strauss
Signature(R) brands. Levi Strauss also licenses its trademarks in
various countries throughout the world for accessories, pants,
tops, footwear, home and other products.

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings has upgraded its ratings on Levi Strauss & Co.:

     -- Issuer default rating to 'B-' from 'CCC';
     -- $1.8 billion senior unsecured debt to 'B' from 'CCC+';
     -- $650 million asset-based loan (ABL) to 'BB-' from 'B';
     -- $500 million term loan at 'BB-' from 'B'.

Fitch's recovery ratings remain unchanged.  The Rating Outlook is
Stable.


LIONEL LLC: Court Stretches Plan-Filing Period to July 31
---------------------------------------------------------
Lionel L.L.C., and its debtor affiliate Liontech Company sought
and obtained from the U.S. Bankruptcy Court for the Southern
District of New York extensions of their time to:

   a) file a plan of reorganization until July 31, 2006; and

   b) solicit acceptances on that plan through Sept. 30, 2006.

The Debtors tell the Court that they have made substantial
progress in their reorganization efforts, particularly in the:

   * Review of their intellectual property portfolio; and

   * Prosecution of enforcement actions against third parties who
     have misappropriated or otherwise wrongfully used portions
     of the intellectual property.

                         MTH Litigation

The Debtors relate that the intellectual property suit filed
against them by Mike's Train House -- one of Lionel's main
competitors -- still remains a material obstacle in the proposal
of their reorganization plan.

In the MTH Litigation, the Debtors brought on appeal the
$38,608,305 judgment and injunctive relief, which the United
States District Court for the Eastern District of Michigan granted
in favor of MTH, based on a jury verdict.  The Appeal is now
pending in the United States Court of Appeals for the Sixth
Circuit.

In 2000, Mike's Train House sued Lionel accusing Lionel, among
other things, of violating the Michigan Uniform Trade Secrets Act.

In its suit, MTH alleged that Korea Brass -- one of Lionel's
former Korean suppliers -- stole confidential design drawings and
scheduling information from MTH's Korean supplier, Samhongsa, and
then used that information to design and build trains for Lionel.

MTH further alleged that Lionel knew or should have known that its
trade secrets were being incorporated into Lionel products, and
contended that it had experienced both lost sales and an erosion
of its overall profitability as a result of the misconduct.

Adam C. Harris, Esq., at O'Melveny & Myers LLP, in New York,
asserts that due to the magnitude of the MTH Judgment on the
Debtors' resources and other secured and unsecured debts, the
outcome of the appeal will directly impact the terms of any plan
of reorganization that the Debtors may propose.

Mr. Harris points out that the MTH Judgment is more than three
times the aggregate amount of all other prepetition general
unsecured claims.  The Debtors expect only $12 million of allowed,
prepetition general unsecured claims, other than MTH's claims.

Thus, Mr. Harris relates, depending on the enterprise value of the
Debtors' estate, the decision of the Sixth Circuit may well
determine whether the holders of allowed general unsecured claims
will recover 100% of the allowed amount of their claims, or
substantially less due to the dilution caused by the MTH Judgment.
The outcome of the appeal will also likely dictate whether the
equity security holders of Lionel receive any recovery at all, Mr.
Harris adds.

Based upon information, Mr. Harris confirms that although the
appeal has been fully briefed, it is anticipated that the Sixth
Circuit will not hold oral argument on the Appeal until the second
or third quarter of 2006 and its decision on the matter may not be
forthcoming until late 2006 or early 2007.

The Debtors believe that allowing their exclusivity period to
terminate at this juncture would invite additional litigation and
divert unnecessarily their personnel and professionals from
vigorously and carefully pursuing new business opportunities
without actually furthering the plan formulation process.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtors on their
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


LOVESAC CORP: Seeks Approval to Use Cash Collateral Until Mar. 26
-----------------------------------------------------------------
The LoveSac Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for authority to use cash collateral securing
repayment of G&G, LLC's loan until March 26, 2006, as a
preliminary source of funding while it continues to explore
alternative methods for postpetition financing.

Before filing for chapter 11 protection, the Debtor had access to
a $2,800,000 loan facility from G&G.  The Debtor owed $2.2 million
to G&G Loan on the Petition Date.

The G&G Loan is secured by:

   1) real property in Weber County, Utah, appraised at
      $34.6 million;

   2) other assets pledged by the Debtor as additional collateral;
      and

   3) all common stock of the Guarantors.

Anthony M. Saccullo, Esq., at The Bayard Firm in Wilmington,
Delaware, informs the Court that the Debtors have little or no
available cash or assets readily convertible to cash that are not
subject to G&G's liens and security interests.

Mr. Saccullo explains that given the encumbrances upon
substantially all of its assets, the Debtor will be unable to
continue its business operations absent immediate access to the
G&G's cash collateral.

Mr. Saccullo asserts that access to the Cash Collateral is crucial
to the Debtor's ability to avoid immediate and irreparable harm to
the estate.  Without it, the Debtor will be forced to liquidate
its assets and lose the real opportunity to preserve value, Mr.
Saccullo contends.

The Debtor proposes to use cash collateral based on an eight-week
budget.  A copy of the budget is available for free at
http://researcharchives.com/t/s?59b

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


MILL RUN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Mill Run Golf & Country Club, Inc.
        P.O. Box 219
        Moyock, North Carolina 27958

Bankruptcy Case No.: 06-70165

Type of Business: The Debtor operates a golf course.
                  See http://millrungolfclub.net/

Chapter 11 Petition Date: February 15, 2006

Court: Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Todd D. Rothlisberger, Esq.
                  Harry Jernigan CPA Attorney, P.C.
                  258 North Witchduck Road, Suite C
                  Virginia Beach, Virgiani 23462
                  Tel: (757) 490-2200

Total Assets: $1,977,981

Total Debts:  $3,262,303

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Turf & Garden                    Fertilizer and         $11,178
P.O. Box 1326                    Chemicals
Chesapeake, VA 23327

Johnson, McLean & Co.           CPA Services             $9,550
P.O. Box 467
Murfreesboro, NC 27855

Sandler Utilities                Sewer Bill              $7,215
P.O. Box 250
Harbinger, NC 27941

Atlantic Golf Cart & Equipment   Golf Cart Repair        $6,336
                                 Services

Lesco, Inc.                      Chemicals and           $4,026
                                 other miscellaneous
                                 Supplies

Ikex Incorporated                Fertilizer and          $3,328
                                 Chemicals

ITT Shared Services              Irrigation System       $2,512
                                 Repairs

Jennette Brothers                Snack Bar               $2,350
                                 Purchases

Halifax Fertilizer Company       Fertilizer Supplier     $1,798

Currituck Sand Company           Golf Course             $1,745
                                 Maintenance Top
                                 Dress and Sand
                                 Supplies

The Beach Book                   Advertising             $1,360

Green Acres Land                 Top Dress and           $1,277
                                 Sand Supplies

Owens Gas Company, Inc.          Propane Gas for         $1,230
                                 Snack Bar and
                                 Water heater

Domestic Industries              Gas and Diesel          $1,188
                                 Fuel for
                                 Equipment

Tides Baseball Club              Advertising             $1,000

Dominion North Carolina Power    Electric/Utility          $989

AAA Utilities, Inc.              Irrigation                $705
                                 Repairs

Atco International               Golf Course               $595
                                 Maintenance

Merrell & Mauney, LLC            Attorney Fees             $545

D & D Portable Toilets           Rental Equipment          $470


MILLAR WESTERN: Moody's Affirms B2 Rating on $190 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service changed Millar Western Forest Product's
outlook to stable from positive while affirming the company's B2
corporate family and debt ratings.  The change in outlook reflects
Moody's view that near term results will, on balance, be
consistent with the existing rating, and therefore, a stable
outlook is warranted.

Outlook Actions:

   Issuer: Millar Western Forest Products Ltd.

   Outlook, Changed To Stable From Positive

Ratings Affirmed:

   * Corporate family: B2

   * US $190 million senior unsecured notes due Nov. 15, 2013: B2

Millar Western is a relatively small company with operations
located solely in Alberta, Canada.  The company produces two
outputs, lumber and pulp.  This combination of small size, limited
product diversity and geographic concentration, suggests a profile
consistent with a B rating.  Operations benefit from significant
backward integration into electricity supply and a relatively new
asset base.  The electricity arrangements also stabilize margins.
The observed absolute level of margins and their relative
stability have both been representative of a rating level higher
than the existing B2 rating.  However, with a significant debt
load, these advantages have been traded away, with recent measures
for credit protection metrics lagging the B2 rating.  When
combined, the balance of these influences is consistent with the
existing rating level.

Other important rating influences include the fact that Millar
Western is a private company.  It does not have access to the
equity markets, and may exhibit behavior more focused on
shareholder returns than would otherwise be the case.  It is noted
that financial policies are aggressive, with debt having increased
over time to fund growth initiatives.  As well, a C$15 million
special dividend was paid in 2005.  It is also noted that Millar
Western is exposed to increased off-shore competition from South
American pulp-making capacity.  Profit margins may be susceptible
to decline over time as South American pulp capacity continues to
increase.

Millar Western has adequate liquidity, with its C$51.2 million
cash position being the most important component.  While the
company maintains a small revolving credit facility, and usage is
generally nominal, with near term free cash flow generation
expected to be quite weak, it is the cash position that mitigates
near term liquidity concerns.

Although, the credit facility's security arrangements provide some
structural subordination to the senior unsecured notes, given the
small size of the credit facility relative to outstanding debt and
total assets and anticipated minimal usage, the notes are rated at
the corporate family level of B2.

As noted, with near term performance expected to be representative
of the existing rating, the outlook was changed to stable from
positive.  Recent performance has been adversely affected by
higher input costs, continued appreciation of the Canadian dollar,
and softwood lumber duty payments.  While near term pulp pricing
is expected to improve, average pricing for the year is expected
to be approximately equal to that observed in 2005.  Lumber prices
are expected to retreat modestly as North American housing starts
moderate.  Consequently, even as some input cost pressure abates,
financial results are expected to be consistent with those
observed in the recent past.

In the current context, it is unlikely that the outlook or ratings
would be subject to upgrade.  However, with the implementation of
more conservative financial policies and meaningful debt
reduction, were the company to be able to generate normalized
retained cash flow-to-total adjusted debt (RCF/TD) approaching 10%
with the commensurate (RCF-CapEx)/TD nearing 5%, an upgrade could
be considered.  In the current context, a downgrade could result
if annual EBITDA fell to below C$5 million, the company increased
leverage to support additional growth initiatives, or if financial
liquidity were to deteriorate significantly.

Millar Western Forest Products Ltd, headquartered in Edmonton,
Alberta, is a producer of softwood lumber, and bleached chemi-
thermo-mechanical pulp.  Millar Western is a subsidiary of Millar
Western Industries Ltd., a privately held company.


MPI MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MPI Management, Inc.
        dba Stroud Nursing Home
        P.O. Box 216
        Marietta, South Carolina 29661

Bankruptcy Case No.: 06-00609

Type of Business: The Debtor operates a long-term health care
                  facility located in Marietta, South Carolina.

Chapter 11 Petition Date: February 17, 2006

Court: District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: William E. Calloway, Esq.
                  Robinson, Barton, McCarthy, Calloway &
                  Johnson, P.A.
                  P.O. Box 12287
                  Columbia, South Carolina 29211
                  Tel: (803) 256-6400

Total Assets: $997,239

Total Debts:  $2,477,110

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
SC Dept. of Health and Human Services           $112,636
Attn: Accounts Receivable Dept.
P.O. Box 8355
Columbia, SC 29202

Greenville County Tax Collector                  $48,000
P.O. Box 368
Greenville, SC 29602

Slater Drug                                      $46,246
P.O. Box 156
Marietta, SC 29661

DHEC                                             $45,757

St. Francis Hospital                             $35,461

State of South Carolina                          $34,628

Procare Rx Inc.                                  $30,419

Haelix Medical Staffing Inc.                     $30,395

Ronald S. Clement, Esq.                          $26,000

McKesson Medical Surgical Minnesota Supply Inc.  $23,752

CIGNA Healthcare of South Carolina               $11,834

Robert C. Cashion Architect                       $9,450

Janpak Greenville Paper                           $7,948

Piedmont Natural Gas Company                      $7,012

Estate of John B. Cleveland                       $6,750

Duke Power Company                                $6,570

Crisp Hughes Evans LLP                            $5,641

Grove Medical Inc.                                $5,595

Rehab Works LLC                                   $4,912

J and R Fence Company                             $3,946


MUSICLAND HOLDING: Creditor Panel Wants Facts About Benefit Plans
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 27, 2006,
Musicland Holding Corp. and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's authority
to:

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

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

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

    (d) pay related costs and expenses.

                     Creditors Committee Objects

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York City, tells
the Court that the Official Committee of Unsecured Creditors has
asked the Debtors and their financial advisors to provide
information, including the Benefit Programs, necessary for it to
review the merits of the Debtors' request.  However, as of
Jan. 25, 2006, the Committee has not received any sufficient
information.

The Committee needs a clear understanding of the basic provisions
of the Benefit Program as to eligibility and terms of payment,
Mr. Power asserts.

The Committee does not consent to a further implementation of the
Benefits Program under the guise of an interim request.

                           *     *     *

Judge Bernstein authorizes, but does not direct, the Debtors to
pay the Relocation Expenses on a final basis.

Judge Bernstein allows the Debtors to pay all processing fees
associated with the payment of the Employee Wages and Benefits and
the Reimbursable Expenses.

All objections, except that of the Official Committee of Unsecured
Creditors, not otherwise withdrawn, waived or settled are
overruled on the merits.

Judge Bernstein will consider, at a later date, final approval of
the Debtors' request as to:

    * the Shrink Plan,
    * the Severance Program,
    * the Field MIIP,
    * the Corporate MIIP, and
    * the Modified Corporate MIIP

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: Gets Court Nod to Conduct Store Closing Sales
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 24, 2006,
Musicland Holding Corp. and its debtor-affiliates seek Judge
Bernstein's permission to conduct "Store Closing Sales" in order
to liquidate inventory, furniture, equipment and trade fixtures,
and other assets located at some or all of the Debtors' store
locations.

Bloomberg News reported that according to Musicland's attorney,
James Stempel, the Company wanted to begin going out of business
sales at 284 stores.

                            *    *    *

At least 41 landlords, taxing units and other parties-in-interest
objected to the Debtors' request:

    * The Official Committee of Unsecured Creditors
    * Aronov Realty
    * College Square Mall Partners, LLC
    * Developers Diversified Realty Corporation
    * EklecCo Newco LLC
    * Federal Realty Investment Trust
    * General Growth Management, Inc.
    * Gregory Greenfield & Associates, Ltd.
    * Jones Lang LaSalle Americas, Inc.
    * Kravco Simon Company
    * New Plan Excel Realty Trust, Inc.
    * Madison Monroe Mall, LLC
    * Marshall Town Center
    * Marshall Town Center
    * National Amusements, Inc.
    * North Grand Mall Partners, LLC
    * Passco Real Estate Enterprises, Inc.
    * PREIT Services, LLC
    * Simon Property Group, L.P.
    * Steamtown Mall Partners, L.P.
    * Sunset Mall Limited Partnership
    * The Macerich Company
    * The Mills Corporation
    * Union Station Venture II, LLC
    * Universal Studios LLC, doing business as Universal Citywalk
    * Urban Retail Properties, Inc.
    * City of Memphis
    * City of Waco
    * County of Bowie
    * County of Denton
    * County of Taylor
    * County of Williamson
    * Denton County Road Utility District #1
    * Lewisville Independent School District
    * Tax Appraisal District of Bell County, Texas
    * Waco Independent School District
    * Texas Tax Units, including Arlington ISD, City of Hurst,
      Fort Worth ISD, Clear Creek ISD, and Spring Branch ISD

On the Official Committee of Unsecured Creditors' behalf, Mark S.
Indelicato, Esq., at Hahn & Hessen LLP, in New York City, tells
the Court that as of January 25, 2006, the Committee and its
financial advisors have not received sufficient information to
enable them to evaluate the merits of the Debtors' request.

According to Mr. Indelicato, the Committee needs information from
the Debtors concerning:

    * the Debtors' review of the performance of all their stores,
      and identification of the stores where any attempt to
      restore profitability would be futile;

    * the proposed agency agreement that the Debtors have provided
      to interested parties; and

    * the Debtors' solicitation and marketing efforts to maximize
      bidding.

The leases between the Landlords and the Debtors contain very
specific restrictions and covenants, including an agreement not to
conduct going-out-of-business sales at the specific premises.  The
Landlords assert that according to the plain meaning of Section
365(d)(3) of the Bankruptcy Code, a tenant cannot breach the terms
of a lease by conducting a going out of business sale.

Most of the Landlords' leases also contain detailed restrictions
on signage and advertisements, any of which would be violated by
the Debtors' going-out-of business signs.  The Landlords complain
that the proposed sale guidelines are insufficient and unclear.

The Landlords also point out that the Debtors failed to address
making timely postpetition obligations to them as provided in
Section 365(d)(4) and that the Debtors do not propose a
termination date for the store closing sales.

The Landlords contend that the Debtors' proposed store closing
guidelines:

    -- deny them the benefit of their bargained-for lease
       provisions in violation of the statutory protections
       enacted by Congress to protect shopping center landlords,
       and

    -- impermissibly violate the express terms of the leases in a
       manner that will damage them and other shopping center
       tenants.

The Texas Taxing Units object to the Sale to the extent that it
seeks to extinguish their secured tax liens for prepetition taxes.

The Other Taxing Authorities ask the Court to rule that sufficient
proceeds should be promptly placed in a segregated account from
the first proceeds of sale, to provide adequate protection for
certain tax claims.

                       Auction for GOB Agent

The Debtors, with the consent of their secured postpetition
lender, the Unofficial Committee of the Secured Trade Creditors,
and the Official Committee of Unsecured Creditors agreed to pay a
$675,000 break-up fee to a joint venture comprised of Pride
Capital Group, LLC, d/b/a Great American Group, The Nassi Group,
LLC and SBCapital Group, LLC.

After a lengthy Auction process, the Debtors executed an Agency
Agreement with a joint venture comprised of Hilco Merchant
Resources, LLC, and Gordon Brothers Retail Partners, LLC, the
successful bidder at the Auction.

A full-text copy of the Hilco-Gordon Agency Agreement is available
for free at:

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

                           *     *     *

Judge Bernstein authorizes the Debtors to discontinue operations
at 343 Stores and sell the merchandise, furniture, equipment,
trade fixtures, and other assets as provided for in the Agency
Agreement.

A list of the 343 Closing Stores is available for free at:

    http://bankrupt.com/misc/Musicland_343ClosingStores.pdf

The Court also authorizes the Debtors to:

    (a) sell assets through the Agent or through other means at
        least as favorable to them as those contemplated in the
        Agency Agreement, and conduct the GOB Sales at the Closing
        Stores subject to certain guidelines.  The Agent is
        permitted to include Augmented Goods and augmented
        inventory, as necessary;

        A full-text copy of the GOB Sales Guidelines is available
        for free at:

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

    (b) pay the Break-Up Fee to the Stalking Horse Bidder from
        the funds received as the initial payment of the
        Guaranteed Amount to be paid by the Agent;

    (c) enter into the Agency Agreement.  The Debtors are
        authorized to compensate the Agent in accordance with the
        Agency Agreement without further Court order; and

    (d) place $416,000 in a segregated account, to be held by
        the Debtors, from the funds the Debtors receive as the
        initial payment of the Guaranteed Amount to be paid by the
        Agent under the Agency Agreement:

        Tax Authority                                   Amount
        -------------                                   ------
        Local Tax Authorities represented by
        Linebarger, Goggan, Blair & Sampson, LLP      $275,000

           * Bexar County,
           * Cypress-Fairbanks ISD,
           * Dallas County, Ector CAD,
           * El Paso,
           * Harlingen,
           * Harris County,
           * Hidalgo County,
           * McAllen, Montgomery County,
           * Nueces County,
           * Round Rock ISD,
           * City of Frisco,
           * Tarrant County,
           * Tom Green CAD, and
           * City of Memphis

        Texas Ad Valorem Tax Authorities represented
        by McCreary, Veselka, Bragg & Allen, PC          65,000

           * Tax Appraisal District of Bell County
           * County of Bowie,
           * County of Denton,
           * Denton County Road Utility District #1,
           * City of Waco,
           * Waco Independent School District,
           * County of Taylor, and
           * County of Williamson

        Texas Ad Valorem Tax Authorities represented
        by the Law Offices of Robert Luna                4,000

           * Lewisville Independent School District

        Texas Ad Valorem Tax Authorities represented
        by Perdue, Brandon, Fielder, Collins & Mott     72,000

           * Arlington ISD,
           * City of Hurst,
           * Fort Worth ISD,
           * Clear Creek ISD, and
           * Spring Branch ISD

The liens of the Texas Ad Valorem Tax Authorities and Local Tax
Authorities will attach to the segregated funds to the same extent
and with the same priority they currently hold on the assets being
sold, as defined by applicable state law.  The segregated account
will be in the nature of adequate protection for the secured
claims of the Objecting Tax Authorities, and will constitute
neither the allowance of their claims nor a cap on the amounts
they may be entitled to be paid from the proceeds of the sale of
their collateral.

During the Sale Term, the Agent will have the right to move
Merchandise to and from the Closing Stores as may be necessary.

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)


NASH FINCH: S&P Reviewing B+ Credit Rating for Possible Downgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Nash
Finch Co., including its 'B+' corporate credit rating, on
CreditWatch with negative implications.  The placement follows
Nash Finch's disclosure that it voluntarily contacted the SEC to
discuss the results of an internal review that focused on trading
in the company's stock by certain officers and directors of the
company during 2005.  This internal review followed an informal
inquiry on this matter by the SEC late in 2005.

The company also announced that its chairman of the board of
directors is assuming the position of interim CEO effective
immediately, along with the resignation of its current CEO.  In
addition, the company's general counsel is resigning, to be
replaced on an interim basis by the current deputy general
counsel.

"Although it is too early to assess the impact of these actions,"
said Standard & Poor's credit analyst Stella Kapur, "issues
related to the review could potentially result in negative
consequences for Nash Finch, including possible penalties."  In
addition, Nash Finch had several shareholder lawsuits filed
against the company and certain of its executive officers in
December 2005, alleging the defendants issued false statements to
artificially inflate the price of Nash Finch's common stock.
Standard & Poor's will monitor developments related to the trading
review to determine the potential effect on credit quality.


NATCO INT'L: Dec. 31 Balance Sheet Upside-Down by $1.1 Million
--------------------------------------------------------------
Natco International Inc., delivered its financial results for the
period ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 15, 2006.

At Dec. 31, 2005, the company's balance sheet showed assets
totaling $42,586 with current liabilities totaling $1,179,299,
resulting in a stockholders' deficit of $1,136,713.

For the nine months ended Dec. 31, 2005, the company incurred a
$119,023 net loss on $4,680 of sales.  This compares to a net loss
of $103,601 on sales of $30,777 for the nine-month period ended
Dec. 31, 2004.

              Liquidity and Capital Resources

The company says that it has financed its operations through
equity investment from investors, shareholder loans, and credit
facilities from Canadian chartered banks and increases in payables
and share subscriptions.  The company discloses that its recent
financing has been done through debt financing from related
parties.  The company that it currently owes $1,011,028 to several
lenders.

                      Going Concern Doubt

Staley, Okada & Partners expressed substantial doubt about the
company'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
significant looses over the past several years, negative operating
cash flows and working capital deficiency.

Natco International Inc., fka Spectrum International Inc., sells
jewelry cleaners and tire sealants.


NETWORK INSTALLATION: Awarded $3.1MM Project From Station Casinos
-----------------------------------------------------------------
Network Installation Corp.'s (OTCBB: NWKI) subsidiary Kelley
Technologies was awarded a $3.1 million project from Station
Casinos.  The scope of the project includes the design and build
of networking and communications infrastructure for the renovation
and expansion of Station's Green Valley Ranch Resort & Casino in
Henderson, Nevada, just outside of Las Vegas.

"We are thrilled to have been awarded this project from such a
high value customer as Station Casinos," Network Installation CEO
Jeffrey R. Hultman stated.  "They have been growing at a record
pace and we hope that as a result of our efforts, we too may
continue to benefit from their success by winning future projects
from them."

                      About Station Casinos

Station Casinos, Inc. -- http://www.stationcasinos.com/-- is the
leading provider of gaming and entertainment to the residents of
Las Vegas, Nevada.  Station's properties are regional
entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns
a 50% interest in Barley's Casino & Brewing Company, The Greens
Cafe and Green Valley Ranch Station Casino in Henderson, Nevada
and a 6.7% interest in the Palms Casino Resort in Las Vegas,
Nevada.  In addition, Station manages the Thunder Valley Casino
near Sacramento, California on behalf of the United Auburn Indian
Community.

                About Network Installation Corp.

Headquartered in Irvine, California, Network Installation Corp. --
http://www.networkinstallationcorp.net/-- is a single source
provider of communications infrastructure, specializing in the
design, installation, deployment and integration of specialty
systems and computer networks.  Through its wholly-owned
subsidiaries, Com Services and Kelley Technologies, Network
Installation provides its services to these customers and
industries: Gaming & casinos, local and regional municipalities,
K-12 and education.

At Sept. 30, 2005, Network Installation's balance sheet showed a
$6,700,753 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NORTHEAST MECHANICAL: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Northeast Mechanical Services, Inc.
        8 John Walsh Boulevard, Suite 424
        Peekskill, New York 10566

Bankruptcy Case No.: 06-50055

Chapter 11 Petition Date: February 17, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  Harlow, Adams, and Friedman, P.C.
                  300 Bic Drive
                  Milford, Connecticut 06460
                  Tel: (203) 878-0661

Debtor's latest financial condition:

      Total Assets:    $68,362

      Total Debts:  $1,012,982

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service     Taxes                 $384,799
135 High Street
Hartford, CT 06103

The Bank of New York                                   $200,128
171 South Riverside Avenue
Croton-On-Hudson, NY 10520

New York State Withholding       Taxes                 $152,227
P.O. Box 4119
Binghamton, NY 13902

Carrier Northeast                Business Expense       $51,434

Michael Martin                   Loan                   $39,551

Harleysville                     Business Expense       $28,352

Wells Fargo                      Business Credit Card   $19,857

American Express                 Business Credit Card   $14,768

Keevily Spero Whitelaw           Business Expense       $13,945

Intercounty Supply Inc.          Business Expense       $12,466

NES Rentals                      Business Expense       $10,217

Citizens Automobile Finance      Auto Loan               $9,742

N&S Supply                       Business Expense        $6,694

A&C Furia Electric Motors        Business Expense        $5,133

Tech Air                         Business Expense        $4,938

Chase                            Auto Loan               $4,238

Chase Auto Finance                                       $3,399

Duso Chemical                    Business Expense        $1,952

Lennox Industries                Business Expense        $1,433


NOVA BIOGENETICS: Dec. 31 Balance Sheet Upside-Down by $1.2 Mil.
----------------------------------------------------------------
Nova Biogenetics, Inc., delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 15, 2006.

The company generated revenues of $34,285 for three months ended
Dec. 31, 2005, a 90% decrease compared to $326,721 for the three
months ended Dec. 31, 2004.  For the six months ended Dec. 31,
2005, net revenues were $76,523, an 81% decrease compared to
$408,611 in net revenues during the six months ended Dec. 31,
2004.  The decrease is mainly due to the acquisition of Eco Group
in Europe, which was the company's customer until they were
acquired on June 30, 2005.

For the three months ended Dec. 31, 2005, the company incurred a
$301,247 net loss compared to a net income of $51,427 for the
three months ended Dec. 31, 2004.

As Dec. 31, 2005, the company's balance sheet showed assets
totaling $151,338 and current liabilities of $1,405,297, which
resulted in a stockholders' deficit of $1,253,959.

                     Going Concern Doubt

Bouwhuis, Morrill & Company, LLC expressed substantial doubt on
the company's ability to continue as a going concern after it
audited the company's financial statement for the fiscal year
ended June 3, 2005.  The auditing firm pointed to the company's
negative working capital, negative cash flows from operations and
recurring operating losses.

The company's management reiterated this going concern doubt in
their latest filing citing sustained additional operating losses
for the six-months ended Dec. 31, 2005 of $783,000.

Headquartered in Atlanta, Georgia, Nova BioGenetics, Inc. --
http://www.novabiogenetics.com/-- discovers, develops, markets
and sells surface-modifying antimicrobial products.  The company
has two principal business, Nova Biopharmaceuticals, Inc. and Nova
Specialty Chemical, Inc.


O'SULLIVAN IND: Objects to Lamar's Motion for Adequate Protection
-----------------------------------------------------------------
The City of Lamar in Missouri sought the U.S. Bankruptcy Court for
the Northern District of Georgia's authority to:

   a) cease the utility services to the Debtors; and

   b) offset held funds to its postpetition claim aggregating
      $208,206.

In the alternative, the City asked the Court to compel O'Sullivan
Industries Holdings, Inc., and its debtor-affiliates to provide
adequate assurance of payment for postpetition services not less
than $374,000 and allow the City to offset the funds held if any
invoice remains outstanding more than 10 days past issuance.

The City of Lamar provides utility services to O'Sullivan
Industries Holdings, Inc., and its debtor-affiliates including
electrical, water and sewer services.

Lamar asserted that the Debtors are not current with their utility
bills.

                           Debtors Object

James C. Cifelli, Esq., at Lamberth Cifelli Strokes & Stout,
P.A., in Atlanta, Georgia, argues that the City of Lamar in
Missouri is not entitled to adequate protection.

Section 366(b) specifically provides that a utility may "alter,
refuse or discontinue service" only if a debtor fails to provide
"adequate assurance of payment," which is not to be confused with
adequate protection, Mr. Cifelli says.

Moreover, the Utility Order affords utility providers the right to
seek additional adequate assurance of payment, not adequate
protection, Mr. Cifelli notes.

Even if the Court were to consider Lamar's request as one to lift
the automatic stay, Lamar has not demonstrated any "cause" to lift
the stay, Mr. Cifelli contends.

Accordingly, the Debtors ask the Court to deny Lamar's request and
direct Lamar to remove the $14,460 penalty that it had imposed
against them for their failure to make payment on a timely basis.

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)


OMNOVA SOLUTIONS: Fitch Holds Issuer Default Rating at B+
---------------------------------------------------------
Fitch Ratings has affirmed these credit ratings for OMNOVA
Solutions Inc.:

     -- Issuer default rating at 'B+';
     -- Senior secured notes at 'B+', recovery rating '4'.

In addition, the senior secured credit facility has been upgraded
to 'BB+/RR1' from 'BB-/RR3'.  The Rating Outlook has been revised
to Stable from Negative.  These rating actions affect $165 million
in public securities and the company's $100 million senior secured
credit facility.

The Stable Rating Outlook reflects the improving trend in OMNOVA's
earnings and operating margin, particularly in the last nine
months of fiscal year 2005 (ended Nov. 30, 2005).

Operating EBITDA grew to $47.8 million in FY2005 from $26.1
million in FY2004.  Higher earnings were supported by price
increases in the Performance Chemicals segment.  The company's
operating EBITDA margin rose to 6.0% in FY2005 from 3.5% in
FY2004.

The revised Rating Outlook also reflects the potential for
continued improvement in earnings, operating margin, and cash flow
over the next 12 to 18 months.  Fitch expects that OMNOVA's
operating margins may continue to strengthen in 2006 if demand and
pricing remain favorable in the Performance Chemicals businesses
and declining office vacancy rates spur demand in Decorative
Products businesses.

The upgrade of the senior secured credit facility to 'BB+/RR1'
primarily reflects the high principal recovery expected from this
borrowing base revolver in a liquidation scenario, as well the
recent improvement in OMNOVA's operating margin and earnings and
the corresponding change in Rating Outlook to Stable.

OMNOVA's ratings continue to be supported by its small company
size and good market position in styrene butadiene latex, offset
by weak but improving operating margins and limited free cash
flow.  For the trailing 12 months ended Nov. 30, 2005, operating
EBITDA-to-gross interest expense was 2.3 times (x) versus 1.3x at
year-end 2004.  Total debt-to-operating EBITDA was 3.6x for year-
end 2005 compared to 7.0x at year-end 2004.  Although Fitch
remains concerned about the timing and magnitude of earnings
recovery in the Decorative Products segment, Fitch expects better
market conditions may improve earnings in the near to intermediate
term.

OMNOVA Solutions Inc. is a specialty chemical producer based in
Fairlawn, OH.  The company has leading positions in styrene-
butadiene latex production, vinyl wallcovering, coated fabrics and
decorative laminates.  For the last 12 months ended Nov. 30, 2005,
the company had EBITDA of $47.8 million on sales of $810.1
million.


PARADISE MUSIC: Tinter Scheifley Raises Going Concern Doubt
-----------------------------------------------------------
Tinter Scheifley Tang, LLC, expressed substantial doubt about
Paradise Music and Entertainment, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the year ended Dec. 31, 2004 and 2003  The auditing firm
pointed to the Company's recurring losses from operations as well
as substantial deficits in its stockholders' equity and working
capital.

In its annual report for the year ended Dec. 31, 2004, submitted
with the Securities and Exchange Commission on Feb. 15, 2005,
Paradise Music reported a $126,803 net loss, as compared to a
$97,203 net loss in the prior year.  Management attributes the
increase in net loss to expenses incurred from warrants provided
in exchange for financing agreements during 2004.

The Company did not generate any revenue from continuing
operations for the year ended Dec. 31, 2004, just as there were no
revenues for the year ended December 31, 2003.

The Company's balance sheet at Dec. 31, 2004, showed $114 in total
assets and $7,528,746 of liabilities, resulting in a $7,528,632
stockholders' deficit.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?591

               Environmental Testing Acquisition

On Feb. 14, 2005, ETL Acquisition Corp., a wholly owned subsidiary
of Paradise, completed the acquisition of substantially all of the
assets Environmental Testing Laboratories, Inc.  Environmental
Testing is engaged in the business of environmental testing.

ETL acquired assets consisting primarily of accounts receivable,
machinery and laboratory equipment valued at $1,915,463 at the
time of the closing.  The assets were sold for $1,274,079, which
ETL agreed to pay at closing by the assumption of accounts payable
and accrued expenses in the amount of $546,441, the assumption of
additional liabilities from affiliate companies of Environmental
Testing in the amount of $671,638, and the issuance of 280,000
shares of its Series A Preferred Stock.  The shares were valued at
$56,000.

In connection with the purchase, ETL borrowed $500,000 from
Capstone Business Credit LLC and executed a promissory note in
that principal amount. The note bears interest at the rate of 24%
per annum and is payable by ETL in 24 installments of $15,000
commencing on February 28, 2005 until February 28, 2007.

                    About Paradise Music

Paradise Music & Entertainment, Inc., is a diversified company
that currently operates in the environmental testing and music and
entertainment industries.  The Company markets sponsor-targeted
entertainment projects, including the development and production
of proprietary festivals, events and branding campaigns for
corporate clients.


PERFORMANCE TRANSPORTATION: Outlines Executive Incentive Program
----------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York to approve an incentive program for three of its
senior executives pursuant to Sections 105 and 363 of the
Bankruptcy Code.

During the course of their Chapter 11 cases, the Debtors will
rely, in part, on the services of Jeffrey L. Cornish, president
and chief executive officer; John Richter, chief operating
officer; and Jack Stalker, vice president and chief financial
officer, to maximize the value of their businesses and consummate
a successful restructuring plan.

Mr. Cornish joined the Debtors as president and CFO of
Performance Transportation Services, Inc., on March 10, 2005.  In
September 2005, the Debtors promoted him to chief executive
officer.  Since joining the Debtors, he has been assessing all
aspects of the Debtors' businesses in an effort to identify
strategic options for strengthening the businesses.

Mr. Richter became chief operating officer of PTS in 1999.  As
COO, he is responsible for the operations and profitability of
all field operations, maintenance, customer service, damage
prevention and safety.  He is responsible for all staffing and
personnel in the field, including drivers and mechanics.  Mr.
Richter is also the Debtors' top executive responsible for
interfacing directly with existing and potential new customers
and for developing strategies for maintaining current business
sources and establishing new business opportunities.

Mr. Stalker joined the Debtors as vice president and chief
financial officer of PTS in September 2005.  In these roles, he is
responsible for all aspects of the Debtors' financing, reporting,
credit and collections, cargo claims administration, risk
management and accounting.

               The Performance Incentive Program

Before the Petition Date, the board of directors of Performance
Logistics Group, Inc., the ultimate parent Debtor, examined the
Senior Executives' compensation package in light of the impending
Chapter 11 cases.  The board sought to provide a compensation
package that would:

   (i) be competitive with the market and roughly consistent with
       the Senior Executives' prepetition employment contracts
       and

  (ii) motivate the Senior Executives in a manner consistent with
       the Debtors' fiduciary duties.

In particular, the board of directors sought to incentivize the
individuals responsible for managing the Chapter 11 process by
providing them with compensation driven by the Debtors'
performance and, in turn, the value realized by the Debtors'
creditors.

The Debtors consulted with their financial advisors, FTI
Consulting, Inc., to devise a performance-based compensation
program for the Senior Executives.

The Incentive Program consists of two components:

   (a) the EBITDA Realization Bonus, and
   (b) the Value Added Bonus.

The Program does not include any type of severance payments.

                   EBITDA Realization Bonus

The ERB is tied to the relative success of the Senior Executives
in achieving and surpassing the pre-established 2006 EBITDA
goals.  The Senior Executives may each earn a bonus of up to one
year's base salary.  The amount ultimately realized will depend
on the degree to which the Debtors realize an EBITDA in excess of
that set forth in the 2006 financial forecast.

In particular, the Senior Executives may earn an ERB based on
these variables:

     Actual EBITDA as % of 2006          Bonus as % of Base
             Forecast                       Compensation
     --------------------------          ------------------
        Below 100%                               0%
        100.01% - 110.00%                       25%
        110.01% - 125.00%                       50%
        125.01% - 137.50%                       75%
        Over 137.50%                           100%

Payment of any ERB earned will be made in this manner:

     * 50% upon the internal closure of the annual financial
       statements; and

     * 50% upon completion of the required procedures by the
       Debtors' independent accounting professionals related to
       the annual financial statements.

If the Debtors emerge from bankruptcy or the majority of the
Debtors' assets are sold before December 31, 2006, any ERB earned
as of the date of the emergence or sale would be paid upon
completion of the financial statements through the emergence or
sale.

If a Senior Executive is terminated without cause, the ERB
available to that Senior Executive will have vested in the ERB
earned through the date of termination.  The timing of the ERB
payment in the event of termination without cause is consistent
with the timing of payments under a Payment Event.

                       Value Added Bonus

This success-based bonus is based upon the total value realized
by the Debtors' creditors through a Payment Event combined with
whatever additional sources of recovery contribute to the overall
creditor recoveries.  The VAB will be based upon both the amount
realized by the Debtors' creditors and upon the timeframe in
which that realization occurs.  A copy of the VAB Grid is
available at http://bankrupt.com/misc/perf_bonus_grid.pdf

As set forth in the VAB Grid, in the instance where total
recovery is $105,000,000 and is achieved by September 30, 2006, a
pool of $1,900,000 would be available for distribution as bonuses
to the Senior Executives.  Further, to the extent value realized
drops below the $105,000,000, or the timeframe for the
realization extends past September 30, 2006, the VAB pool
decreases.

After September 30 -- holding value realized constant -- the
total available VAB is reduced by 7.5% monthly through the
maturity date of the Debtors' postpetition financing agreement.
After that date, the VAB will be zero; provided, however, that in
the case of a VAB triggered by a sale of a majority of the
Debtors' assets, if both an agreement for the sale is executed
and a deposit related to that agreement has been collected by the
Program End Date; and the sale is competed within three months
after the Program End Date, then a 70% VAB will still be payable
to the Senior Executives.

In all cases where a VAB is earned, the PLG's board of directors
will determine, in its sole discretion, how the VAB will be
distributed among the Senior Executives.  The board may also
determine that a particular Senior Executive may receive a
portion of the VAB if the Senior Executive is terminated without
cause or has resigned prior to the Program End Date.

                 Incentive Plan Must Be Approved

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
tells the Court that each of the Senior Executives plays a
critical role in the Debtors' operations.  In light of the
importance of the Senior Executives to maximizing estate value,
the Debtors have determined that the Senior Executives must
receive competitive compensation during their Chapter 11 cases.

The Senior Executives' current compensation packages have been
diluted by the Debtors' recent circumstances.  Based on FTI's
recommendations, the Debtors have developed an incentive program
that provides market terms in light of the facts and
circumstances currently facing them.

In connection with negotiating the terms of their postpetition
financing, the Debtors engaged in extensive discussions with
their postpetition lenders concerning the parameters of a
postpetition bonus structure for the Senior Executives.  As a
result, the lenders agreed to subject their liens to a $1,000,000
carve-out basket for compensation to be awarded under the
Incentive Program as part of the postpetition financing, which
the Court approved on an interim basis on January 26, 2006.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


QUICK MED: Posts $355,665 Net Loss in Quarter Ended December 31
---------------------------------------------------------------
Quick-Med Technologies, Inc., delivered its financial results for
the quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 15, 2006.

Quick-Med incurred a $355,665 net loss for the three-month period
ended Dec. 31, 2005 compared to a $$395,665 net loss for the three
months ended Dec. 31, 2004.  This decrease is primarily
attributable to increases in revenues, offset by increases in non-
cash stock-based compensation, research and development expenses,
and general and administrative expense.

During the three months ended Dec. 31, 2005, the Company generated
$274,708 of revenues, a 1,777% increase compared to $14,639 of
revenues for the same period in 2004.  Revenues during the three
months ended Dec. 31, 2005 included $274,708 of royalties from a
master agreement with Engelhard for product development,
manufacturing and distribution.

The Company's balance sheet at Dec. 31, 2005, showed $937,673 in
total assets and $1,662,829 of liabilities, resulting in a
$725,156 stockholders' deficit.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?59a

                       Going Concern Doubt

Daszkal Bolton, LLP, of Boca Raton, Florida, expressed substantial
doubt about Quick Med's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended June 30, 2005 and 2004.  The auditing firm pointed to
the Company's recurring losses, net capital deficiency, and
negative cash flows from operations for the years ended June 30,
2005 and 2004.

                         About Quick-Med

Quick-Med Technologies, Inc., (OTC Bulletin Board: QMDT) --
http://www.quickmedtech.com/-- is a life sciences company focused
on developing proprietary, broad-based technologies for consumer,
industrial, and healthcare use, as well as for advanced military
and civilian medical applications.  The Company's two core
products under development are:

    a) MultiStat(TM) - a family of advanced compounds shown to be
       effective in broad-based skin therapy applications; and

    b) NIMBUS(TM) - a family of advanced polymers that can be used
       in a wide range of applications from advanced wound care to
       industrial and consumer preservatives.


QUIGLEY CO: Wants Until June 7 to Remove Civil Actions
------------------------------------------------------
Quigley Company, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York, to extend until June 7, 2006, the
period within which it can remove civil actions.

The Debtor tells the Court that it continues to review asbestos
related litigation in line with its plan filing process.

The Debtor believes that the extension will allow its
professionals to make fully informed decisions on the removal of
each prepetition civil action.

The Debtor assures the Court that the extension will not prejudice
the rights of its adversaries.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.


REFCO INC: Forex Capital Reacts to Cancelled RefcoFX Asset Sale
---------------------------------------------------------------
In response to Refco Inc.'s cancellation of the auction of the
online foreign-exchange assets of its Refco FX Associates LLC
unit, Forex Capital Markets LLC (FXCM) said that it submitted the
highest bid and won the auction.  Unfortunately, the creditors of
Refco are objecting to the deal indicating their belief that the
approximately $110 million purchase price is not enough money.

FXCM is committed to seeking a conclusion to this process that
will support the RefcoFX clients.  FXCM's offer, if approved by
the Court, would provide for the full funding of the RefcoFX
client accounts.

"This move by the Creditors' Committee and Agent for the Banks is
in total disregard of the damaging effects on Refco FX customers,"
Drew Niv, Chief Executive Officer of FXCM, said.  "Refco FX
customers now will continue to face uncertainty over the fate of
their money despite our offer to make them completely whole and to
give them full access to their accounts."

"Our offer has now been shown by the auction process to be more
than adequate," said Mr. Niv.  "The asset sale process instituted
by the Bankruptcy Court is designed to provide the best value to
the bankrupt estate by giving bidders an incentive to pay top
dollar.  The opposition of the Creditors Committee and the Agent -
- without proffering any alternative better bid -- will certainly
harm the Refco FX customers without any assured benefit to the
Estate."

Forex Capital Markets LLC provides currency trading services to
retail traders under the name FXCM -- http://www.fxcm.com/-- and
to institutional clients under name FXCM Pro --
http://www.fxcmpro.com/ The firm has serviced over 50,000
accounts and is registered with the CFTC as a Futures Commission
Merchant.  FXCM has received numerous awards from the investment
community, including Best Currency Broker from Shares, Best Retail
Foreign Exchange Platform from FX Week and Best Foreign Exchange
Specialist from Technical Analysis of Stocks & Commodities.

In addition to currency trading, FXCM offers educational courses
on forex trading, and provides research through DailyFX.com. FXCM
will soon provide managed account programs for clients seeking
investment diversification.

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

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


RELIANT ENERGY: Fitch Pares Issuer Default Rating One Notch to B
----------------------------------------------------------------
Fitch Ratings downgraded Reliant Energy, Inc.'s issuer default
rating to 'B' from 'B+'.  At the same time, Fitch takes these
rating actions:

    RRI

     -- Senior secured debt affirmed at 'BB-'/ Recovery Rating
        upgraded to 'RR2' from 'RR3';

     -- Senior subordinated convertible notes affirmed at 'B'/ RR
        upgraded to 'RR4' from 'RR5'.

RRI's Rating Outlook is Stable.

The lowering of RRI's IDR reflects the higher business risk and
future cash flow uncertainty resulting from RRI's transition to a
substantially merchant model for its U.S. wholesale generating
business, limited opportunities to improve leverage and coverage
ratios beyond 'B' parameters through 2008 under a conservative
natural gas price scenario, and continued margin uncertainty at
RRI's retail electric provider segment as the Texas market evolves
from the current incumbent Price-To-Beat structure to a full
competitive model in 2007.

On Feb. 8, 2006, RRI unveiled a revised operating strategy for its
wholesale generating segment the key component of which entails
migrating to an 'open' business model.  Pursuant to this strategy,
RRI no longer anticipates entering into forward power sales
arrangements for its coal-fired generating portfolio with existing
hedges covering approximately 70% and 35% of 2006 and 2007
available capacity, respectively, scheduled to roll-off upon
expiration.

While adopting a pure merchant model for the coal assets should
result in the return of up to $600 million of posted collateral at
the wholesale segment by year-end 2006 and substantially reduce
future margining demands, RRI's future wholesale margins will be
fully exposed to natural gas price swings, changes in fuel prices,
and ultimately the market 'dark spread'.  Moreover, RRI's recent
divestiture of excess emission credits potentially exposes the
wholesale segment to further earnings pressure to the extent the
future cost of credits are not reflected in spot prices for power.

With PTB expiry set for Jan. 1, 2007, RRI's REP segment should
experience greater pricing flexibility for its approximately 1.2
million Houston based residential customers.  However, the
overriding challenge for the Retail segment will be to demonstrate
a consistent track record of margin stability as the Houston
market moves to full competition.  This will ultimately be
determined by customer retention rates, the pricing behavior of
market competitors, and RRI's ability to manage fuel and power
procurement requirements in a less restrictive post-PTB world.

As part of its analysis, Fitch prepared an alternative projection
scenario to gauge RRI's performance in a less robust natural gas
price environment.

Specifically, Fitch's model incorporates an outlook for natural
gas prices declining to approximately $6.00 per mmBtu in 2008
compared with management's assumption in 2008 of $9.26 per mmBtu.
Although the lower gas price model results in weaker cash flow
results, particularly in 2008 when RRI's coal-fired portfolio is
largely un-hedged, revised credit ratios under the alternative
case remain within parameters for the revised IDR level.  Under
this scenario, consolidated Debt/EBITDA and EBITDA/Interest
approximate 5.0 times (x) and 2.5x, respectively, which are at the
low end of 'B' parameters.

The affirmed 'BB-' rating for RRI's outstanding senior secured
debt is two notches above the revised IDR and reflects the
superior recovery prospects for these debt obligations which Fitch
estimates at approximately 80% under a conservative scenario
assuming below market valuations for RRI's coal generating fleet
and stressed financial performance at Retail.  The revised
recovery estimates take into consideration the pending sale of
RRI's New York City generating assets for $975 million and
corresponding paydown of secured Term Loan B borrowings.  Fitch
notes that cash proceeds generated from RRI's recent asset sale
activity have generally been higher than valuation estimates used
in Fitch's original recovery model.

The Stable Rating Outlook reflects the prospects for continued
improvement in RRI's liquidity position through 2006 and
expectations that the company will continue to generate credit
measures consistent with its ratings even under a more
conservative gas price environment.  Factors leading to potential
rating improvement over time would include a sustained track
record of stable financial performance at Retail and a
strengthening of leverage ratios in line with management's base
case projections.  At the same time, the inability of Retail to
effectively manage its net short supply position and/or the
acceleration of environmental regulations resulting in higher
capital spending or emissions allowance costs for RRI's coal
generating assets would likely place pressure on RRI's ratings
and/or outlook.


ROUGE INDUSTRIES: Can File Notices of Removal Until April 17
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will permit
Rouge Industries, Inc., and its debtor-affiliates to file notices
of removal with respect to prepetition civil actions until
Apr. 17, 2006.

As reported in the Troubled Company Reporter on Jan. 18, 2006,
the Debtors are a party to approximately 61 civil actions and
proceedings pending in various state and federal courts.

The Debtors gave the Court three reasons supporting the extension:

   1) immediately after the petition date, the Debtors had to
      focused their efforts and resources on obtaining approval
      and closing the sale of substantially all of their assets
      to SeverStal N.A.;

   2) the Debtors are still devoting a substantial amount of
      their time and resources to winding down their affairs and
      addressing outstanding issues, including:

      a) claims administration, statutory lien analysis, employee
         and retiree benefit matters, avoidance action analysis
         and recoveries, and

      b) investigating potential claims and causes of action,
         disposition of remaining non-cash assets, cash
         collateral, plan formulation and other estate
         administrative matters; and

   3) the requested extension will not prejudice the Debtors'
      adversaries in the civil actions because any party to a
      prepetition civil action that is removed may seek to have
      it remanded to the state court pursuant to 28 U.S.C.
      Section 1452(b).

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


SATMEX: Investing US$270MM to Launch Satmex 6 Satellite on May 17
-----------------------------------------------------------------
Satmex aka Satelites Mexicanos will be investing US$270 million to
launch its new satellite, Satmex 6, on May 17, chief executive
officer Sergio Autrey was quoted as saying by newspaper Reforma.

Satmex 6 will be launched in the French Guiana region and will
provide cable TV service to the United States and Latin America.

Satmex has signed an agreement with Arianespace for the launching
of the satellite.

"The launching is independent from the [debt] restructuring
process, since the company has enough money to pay Arianespace and
[the satellite] insurance to launch it. We do not need to finish
the restructuring process to do it,"  Autrey said in a press
conference.

Satmex and its senior noteholders reached a deal last week to
restructure the company's debts of over US$800 million, of which
US$523 million is in default.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.
-- http://www.satmex.com/-- is the leading provider of fixed
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to customers
for distribution of network and cable television programming and
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice and
video applications, as well as satellite internet services.  The
Debtor is an affiliate of Loral Space & Communications Ltd., which
filed for chapter 11 protection on July 15, 2003 (Bankr. S.D.N.Y.
Case No. 03-41710).  Some holders of prepetition debt securities
filed an involuntary chapter 11 petition against the Debtor on May
25, 2005 (Bankr. S.D.N.Y. Case No. 05-13862).  The Debtor, through
Sergio Autrey Maza, the Foreign Representative, Chief Executive
Officer and Chairman of the Board of Directors of Satmex filed an
ancillary proceeding on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).
Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SEA CONTAINERS: S&P Slices Corp. Credit Rating from BB- to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'B+' from 'BB-'.  All ratings remain on CreditWatch with negative
implications, where they were placed Aug. 25, 2005.

"The downgrade is based on Sea Containers' weakened financial
profile after losses incurred at its ferry operations, a business
it is in the process of divesting, and lower margins expected on
its GNER rail franchise," said Standard & Poor's credit analyst
Betsy Snyder.  "The continuing CreditWatch status reflects
uncertainties about the timing and ultimate disposition of the
ferry operations, and resolution of a series of disputes at GE
SeaCo, a joint venture in which Sea Containers holds a 50% stake,"
the analyst continued.

The ratings on Bermuda-based Sea Containers reflect a relatively
weak financial profile, even after the planned divestiture of its
unprofitable ferry operations, expected to occur in 2006.
However, the company does benefit from fairly strong competitive
positions in its two major remaining businesses, GNER (Great North
Eastern Railway, a passenger rail line between London and
Scotland) and marine cargo container leasing.  Sale of the Silja
assets, which account for approximately 75% of the ferry assets,
will likely occur first, with bids already submitted. The timing
and proceeds from sale of the other ferry assets are more
uncertain.  The remaining businesses generate more stable cash
flow than the very competitive ferry businesses, which experienced
significant losses in 2004-2005 due to excess capacity, fare
discounting, and high fuel prices.

Sea Containers is restructuring the ferry operations through the
sale of certain operations and/or individual vessels, redeployment
or chartering out vessels, and staff reductions.  In November
2005, the company sold the remainder of its Orient-Express
Hotels Ltd. (OEH) shares, realizing proceeds of approximately
$262 million before expenses.  In 2006, debt will be reduced using
proceeds from the sale of OEH shares as well as expected proceeds
from sale of the ferry operations.

A further uncertainty, with potential ratings implications, is a
series of disputes between Sea Containers and General Electric
Capital Corp. regarding operations at GE SeaCo.  The disputes are
currently in arbitration, with a decision expected in early 2006.
The outcome is not determinable at this time and no loss
contingency had been recorded at Sept. 30, 2005.  Therefore, the
potential financial effects on Sea Containers and even possible
future ownership of GE SeaCo remain uncertain.

Standard & Poor's will monitor the progress of the sale of the
ferry operations, as well as resolution of the GE SeaCo
arbitration.  If either were to result in additional significant
charges that would further weaken Sea Containers' financial
profile, ratings would likely be lowered.


SECURUS TECH: Commences Consent Solicitation on 11% Senior Notes
----------------------------------------------------------------
SECURUS Technologies, Inc. commenced a consent solicitation to
seek an amendment to the indenture governing its $154,000,000
principal amount of 11% Second-priority Senior Notes due 2011.

The proposed amendment would increase the amount of indebtedness
SECURUS may incur under its credit facility from $30 million to
$60 million and allow SECURUS to pursue strategic opportunities to
acquire corrections market assets, which it believes will further
enhance its position as the largest independent provider of inmate
telecommunication services to correctional facilities.

A supplemental indenture containing the proposed amendment will be
executed as soon as practicable following receipt by SECURUS of
the consent of at least a majority in principal amount of
outstanding Notes, provided that such consents are received by
5:00 p.m., New York City time, on March 2, 2006, unless extended.
The proposed amendment will not become operative unless, on or
prior to Feb. 19, 2007:

     (i) SECURUS closes an acquisition of selected inmate
         telecommunication businesses that meets certain financial
         criteria and

    (ii) certain other conditions are satisfied or waived, such
         conditions as set forth more fully in the Consent
         Solicitation Statement.

If the proposed amendment becomes operative, as set forth above,
the Company will pay a consent fee equal to $10 per $1,000
principal amount of Notes to note holders who provided their
consent.

SECURUS has retained Morgan Stanley & Co. Incorporated to serve as
Solicitation Agent for the consent solicitation.  Global
Bondholder Services Corporation will act as information agent,
tabulation agent and paying agent in connection with the consent
solicitation.

The consent solicitation is being made pursuant to a Consent
Solicitation Statement dated Feb. 17, 2006 and a related Consent
Letter, which more fully describe the terms and conditions of the
consent solicitation.  Note holders may obtain copies of these
documents from:

     Global Bondholder Services Corporation
     Telephone (866) 470-4500

Questions regarding the consent solicitation should be addressed
to:

     Morgan Stanley & Co. Incorporated
     Telephone 212-761-1864

Headquartered in Dallas, Texas, SECURUS Technologies, Inc. --
http://www.securustech.net-- is the country's largest independent
supplier of detainee telecommunications and information management
solutions, serving over 3,100 correctional facilities nationwide.
A recognized leader in providing comprehensive, innovative
technical solutions and responsive customer service, SECURUS' sole
focus is the specialized needs of the corrections and law
enforcement communities.  SECURUS has offices in Selma, Alabama;
Raleigh, North Carolina; Brantford, Ontario; Belleville, Ontario,
and has application redundancy backup systems in Allen, Texas and
Irving Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on Dallas, Texas-based
Securus Technologies Inc.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
Feb. 1, 2006, following the company's announcement that it had
received a notice from AT&T Operations Inc. (AT&T/SBC) indicating
its intentions to terminate its billing and collections agreement
and the associated services, prompted by concerns that a recent
legal settlement by Securus may be viewed as admission of
wrongdoing.

"The ratings affirmation reflects Securus' announcement that
AT&T/SBC has decided to withdraw its notice following extensive
discussions with the company," said Standard & Poor's credit
analyst Ben Bubeck.

The ratings outlook is negative.


SMK SPEEDY: Amends Repayment Terms of Senior Subordinated Notes
---------------------------------------------------------------
SMK Speedy International Inc. received approval on Feb. 16, 2006,
from its bank and a majority of holders of its Senior Subordinated
Notes to amend certain covenant and extend dates on repayment
terms under the note indenture.  This will provide the Company
with financial flexibility until the closing of the sale and
leaseback transaction announced on Jan. 26, 2006.

The proceeds from the successful completion of this transaction
expected to close in late March or early April as reported
previously will be substantially used to provide full and early
repayment of the $19 million principal and $2.6 million of the
deferred interest to the Senior Subordinated Noteholders.

Headquartered in Toronto, Ontario, SMK Speedy International Inc.
-- http://www.speedy.com/-- is a leading automobile service
specialist with 88 company operated and 32 franchise stores under
contracts with SMK Speedy International Inc. or 984781 Alberta
Ltd. a subsidiary of 578098 Alberta Ltd.

At Oct. 1, 2005, SMK's balance sheet showed a stockholders'
deficit of $8.0 million, compared to $6.4 million deficit at
Jan. 1, 2005.


SOUNDVIEW HOME: Fitch Shaves Rating on Class B Certs. to BB+
------------------------------------------------------------
Fitch Ratings rates these Soundview Home Equity Loan Trust issues:

   Series 2000-1

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'BB+' from 'BBB';

   Series 2003-2

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

The mortgage loans consist of fixed- and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one- to four-family residential properties.
As of the January 2006 distribution date, the 2000-1 and 2003-2
transactions are seasoned 67 and 25 months respectively.

The pool factors (current mortgage loan principal outstanding as a
percentage of the initial pool) are approximately 12% and 40%
respectively.  All of the loans in series 2000-1 were originated
by ContiFinancial or its affiliates, and are serviced by Litton
Loan Servicing (rated 'RPS1' by Fitch).  The loans in series 2003-
2 were originated by Impac and Residential Mortgage Assistance
Enterprise, LLC, and are serviced by Impac (not rated by Fitch)
and GMAC Mortgage Co. (rated 'RPS1', Rating Watch Evolving, by
Fitch).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$168 million of outstanding certificates.

The downgrade on the class B certificate in series 2000-1 reflects
deterioration between credit enhancement and expected losses and
affects approximately $2.356 million in outstanding certificates.
Given the high outstanding delinquencies for the pool, Fitch does
not feel that the protection offered by the overcollateralization
of the transaction is sufficient to maintain the B bond at an
investment grade rating.  The OC is currently approximately
$750,000 less than its target amount, and it is projected that
this protection will continue to deteriorate.  Additionally, the
issue will fail its cumulative loss trigger for its remaining
life, causing the transaction to pay the bonds sequentially.

Fitch will continue to closely monitor these transactions. Further
information regarding current delinquency, loss, and credit
enhancement statistics is available on the Fitch Ratings website
at http://www.fitchratings.com/


SOUTHHAVEN POWER: Court Extends Plan-Filing Period to July 17
-------------------------------------------------------------
Southaven Power, LLC, sought and obtained from the U.S. Bankruptcy
Court for the Western District of North Carolina more time to file
a chapter 11 plan without interference from other parties-in-
interest.  The Court extended the Debtor's exclusive period to
file a chapter 11 plan until July 17, 2006.  The Court also
extended the Debtor's exclusive period to solicit acceptances of
that plan until Sept. 11.

As reported in the Troubled Company Reporter on Nov. 30, 2005,
the most important asset in the Debtor's estate is the ongoing
arbitration against PG&E Energy Trading-Power, L.P., nka
NEGT Energy Trading - Power, L.P.  The arbitration relates to a
Dependable Capacity and Conversion Services Agreement dated
June 1, 2000, with ET Power.  ET Power's obligations under the
Agreement were partially guaranteed by its parent, PG&E National
Energy Group, nka National Energy & Gas Transmission, Inc.

ET Power filed a lawsuit asserting an $8 million breach of
contract claim against the Debtor.  In turn, the Debtor asserted a
$500 million rejection damage claim against ET Power and a
$176.2 million claim against NEGT, as guarantor.  The litigation
was subject to an arbitration proceeding scheduled for Oct. 17 to
Oct. 28, 2005.

The Debtor explained that although the arbitration proceeding took
place on schedule, it was not concluded.  According to the Debtor,
the hearings have been scheduled to resume on Feb. 6 to
Feb. 24, 2006, and that even if the hearing was to proceed on the
February schedule, the arbitration may not be concluded until the
end of May 2006.

The Debtor disclosed that until the arbitration proceeding is
resolved, it has no way to determine the value of its assets and
thus cannot determine which creditors are entitled to share.  To
put it bluntly, the Debtor said that it is impossible to file a
plan of reorganization until the arbitration proceeding is
resolved.

The Debtor further disclosed that the extension will give it an
opportunity to craft and prosecute a plan of reorganization that
reflects the result of the arbitration proceeding.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  To date, no
official committee of unsecured creditors has been appointed in
the Debtor's case.  Erie Power Technologies, Inc. and Centro Inc.,
have expressed interest in serving on an official committee.  No
other creditors have indicated their interest or willingness, and
the U.S. Bankruptcy Administrator for the Western District of
North Carolina won't appoint a two-member committee.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


STONE ENERGY: Receives Notice of Non-Compliance from Bondholders
----------------------------------------------------------------
As of Feb. 15, 2006, Stone Energy Corporation (NYSE: SGY) received
notice of non-compliance from holders of over 25% of the
outstanding principal amount of its 6.75% Senior Subordinated
Notes Due 2014.  The notice is for failure to file its SEC reports
and financial statements; however, under the indenture, the delay
in filing the reports does not automatically result in an event of
default.  Stone previously informed the trustee of the delay in
filing its 2005 third quarter 10-Q and was not given notice by the
trustee.  Stone believes that it will be in a position to file its
financials in mid-March 2006, which would resolve this issue,
although no assurance can be given as to the actual filing date.
Stone has 60 days from the receipt of this notice to cure a
default, if a default has occurred.

There is an aggregate principal amount of $200 million of 6.75%
Senior Subordinated Notes Due 2014 outstanding.  As previously
stated, if there has been a default under these Notes, Stone has
60 days from the receipt of notice of such default to cure the
default.  If there is a default and the default is not cured
during the 60 day cure period, the trustee, or the holders of at
least 25% in aggregate principal amount of these Notes by notice
to the trustee and the Company, may declare the principal amount
of these Notes to be due and payable, and such principal would be
due and payable immediately.  If an acceleration of these Notes
were to occur, Stone may be unable to meet its payment obligations
with respect to these Notes.

In addition, the acceleration of these Notes would result in a
cross-default under Stone's indenture for its 8.25% Senior
Subordinated Notes Due 2011 and its bank credit agreement.  As of
Feb. 17, 2006, Stone had an aggregate principal amount of $200
million of 8.25% Senior Subordinated Notes Due 2011 outstanding,
and borrowings and letters of credit of $186 million outstanding
under its bank credit agreement.

Headquartered in Lafayette, Louisiana, Stone Energy Corporation --
http://www.stoneenergy.com/-- is an independent oil and gas
company and is engaged in the acquisition and subsequent
exploration, development, operation and production of oil and gas
properties located in the conventional shelf of the Gulf of
Mexico, deep shelf of the GOM, deep water of the GOM, Rocky
Mountain Basins and the Williston Basin.

                            *   *   *

As reported in the Troubled Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on independent oil and gas exploration and production
company Stone Energy Corp. to 'B+' from 'BB-'.  The ratings remain
on CreditWatch with negative implications.

Stone Energy Corp.'s 8.25% Senior Subordinated Notes due 2011
carry Moody's Investor Services' B3 rating and Standard & Poor's
Ratings Services' B- rating.


STONERIDGE INC: Posts Net Income of $900,000 for Fiscal Year 2005
-----------------------------------------------------------------
Stoneridge, Inc., reported its financial results for the fourth
quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Stoneridge's net loss
decreased to $3 million from a net loss of $114.9 million for the
same period in 2004.  The fourth-quarter 2004 net loss includes a
pre-tax, non-cash goodwill impairment charge of $183.5 million
($119.8 million after tax benefits of $63.7 million).

For the year ended Dec. 31, 2005, the Company's net sales
decreased to $671.6 million from net sales of $681.8 million for
the year ended Dec. 31, 2004.  The decline in net sales is
predominantly attributed to reduced North American light vehicle
production by the traditional domestic manufacturers and product
price reductions.  Net income for fiscal year 2005 was $900,000
compared to a net loss of $92.5 million in 2004.  The 2004 net
loss includes the non-cash goodwill impairment charge.

Excluding the goodwill impairment charge, 2005 net income declined
$26.3 million year-over-year.  The decrease was primarily the
result of operating inefficiencies, restructuring costs, product
price reductions, non-cash losses from bad debt reserves resulting
from customer bankruptcies, raw material cost increases and a
higher effective tax rate.  During 2005, the Company recorded
valuation allowances to offset certain deferred tax assets that
were established in prior years, which resulted in a higher
effective tax rate for the full year.

Net cash provided by operating activities for the year ended
Dec. 31, 2005 was $19.1 million, compared with $48.3 million for
the same period in 2004.  The decrease in cash provided by
operating activities was primarily due to the decrease in net
income, excluding the impact of non-cash goodwill charges.

As of Dec. 31, 2005, Stoneridge reported total assets of
$462,115,000 and total liabilities of $101,991,000.

Headquartered in Warren, Ohio, Stoneridge, Inc. --
http://www.stoneridge.com-- is a leading independent designer and
manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium-duty and heavy-duty truck, agricultural and off-highway
vehicle markets.

As reported in the Troubled Company Reporter on Nov. 3, 2005,
Standard & Poor's Ratings Services revised its outlook on Warren,
Ohio-based Stoneridge Inc. to negative from stable.  The ratings
on the company, including the 'BB-' corporate credit rating, were
affirmed.


SUPERCLICK INC: Bedinger & Company Raises Going Concern Doubt
-------------------------------------------------------------
Bedinger & Company expressed substantial doubt about Superclick,
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Oct. 31,
2005.  The auditing firm points to the company's recurring losses
from operations.

For the year ended Oct. 31, 2005, the company reported revenues of
$3,205,696 compared to $2,552,739 for the year ended Oct. 31,
2004.  The company posted a $4,140,235 net loss for the year ended
Oct. 31, 2005 versus a net loss of $979,395 for the year ended
Oct. 31, 2004.

                     Recurring Losses

The company says that from its inception to Oct. 31, 2005, it
incurred an accumulated deficit of $5,496,510, and expects to
incur additional losses for the foreseeable future.  The company
relates that this loss has been incurred through:

    * a combination of professional fees and expenses supporting
      the company's plans to acquire synergistic businesses, and

    * continued losses of its operating subsidiary.

The company discloses that it has financed its operations since
inception primarily through equity financing.  During the twelve
months ended Oct. 31, 2005, the company only had a net increase in
cash of $21,959.  Total cash resources as of Oct. 31, 2005 was
$497,438 compared with $475,479 at Oct. 31, 2004.

                     Liquidity Plan

Recent operating results give rise to concerns about the Company's
ability to generate cash flow from operations sufficient to
sustain ongoing viability.  Bedinger reported a net loss for the
year ended October 31, 2005 of $4,140,235, while cash used for
operations was $1,838,615.

During the year ended Oct. 31, 2005, the company:

    (a) exercised 100,000 of the series "A" Warrants were that
        resulted in $60,000 net proceeds and the issuance of
        60,000 restricted common shares;

    (b) exercised 200,000 of the series "A" Warrants that resulted
        in $90,000 net proceeds and the issuance of 200,000
        restricted common shares; and

    (c) issued 127,067 shares of Common Stock in exchange for
        services with a total value of $96,475.

The company reported that 966,668 "B" Warrants were unexercised as
of Oct. 31, 2005.

As of Oct. 31, 2005, the company's balance sheet showed $2,145,135
in total assets and $2,927,112 in total debts resulting to a
stockholders' deficit of $781,977.

Superclick, Inc. -- http://www.superclick.com/-- and its wholly
owned Montreal-based subsidiary, Superclick Networks, Inc.,
develops, manufactures, markets and supports the Superclick
Internet Management System (SIMS) in worldwide hospitality, multi-
tenant unit (MTU) and hospital markets.  Superclick provides
hotels, MTU residences and hospital patients and visitors with
cost-effective Internet access and IP-based services utilizing
high-speed DSL, CAT5 wiring, wireless and dial-up modem
technologies.  Over 100 InterContinental Hotels Group properties
have Superclick systems including Candlewood Suites, Crowne Plaza,
Holiday Inn, Holiday Inn Express, Holiday Inn SunSpree,
InterContinental and Staybridge Suites in Canada and the United
States.


TITANIUM METALS: Declares Dividend Payable on March 15
------------------------------------------------------
Titanium Metals Corporation's (NYSE: TIE) board of directors has
declared a quarterly dividend of $0.84375 per share on its 6-3/4%
Series A Preferred Stock, payable on March 15, 2006, to
stockholders of record as of the close of business on
March 1, 2006.

As reported in the Troubled Company Reporter on Feb. 17, 2006, 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.

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.


US CAN: Argentinean Asset Sale Spurs S&P to Review B Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on U.S. Can Corp. and its wholly
owned subsidiary, United States Can Co., on CreditWatch with
developing implications.  This follows the announcement that U.S.
Can has entered into a definitive agreement to sell its U.S. and
Argentinean operations to Ball Corp. (BB+/Stable/--) for about
1.1 million shares of Ball common stock and the repayment of
approximately $550 million of U.S. Can's debt.

U.S. Can's operations in Argentina and the U.S. have annual sales
of about $600 million and represent the majority of the company.
The current shareholders of U.S. Can, Berkshire Partners will
retain its smaller European businesses, including aerosol and
metal can operations.  The transaction is expected to close by the
end of the first quarter, subject to customary closing conditions.

Lombard, Ill.-based U.S. Can had total debt outstanding of about
$555 million at Sept. 30, 2005.  Ball will refinance U.S. Can's
existing debt at closing of the transaction.  Subsequently,
ratings on the company's bank debt, senior secured second-priority
notes, and subordinated debt will be withdrawn.

"The CreditWatch with developing implications indicates that the
corporate credit rating could be raised, lowered, or affirmed
following an evaluation of the scaled-down business profile and
discussions with management regarding its financial strategies for
the remaining European business," said Standard & Poor's credit
analyst Liley Mehta.

S&P will monitor developments and resolve the CreditWatch listing
upon completion of the transaction.

The ratings on U.S. Can and its wholly owned subsidiary reflect
the company's very aggressive debt leverage and its weak business
profile as a leading producer of general-line metal containers.
In its current form, the business generates annual revenues of
about $880 million, through the production of steel aerosol and
other general-line metal containers primarily for personal care,
household, automotive, paint, industrial, and specialty packaging
products in the U.S., Europe, and Latin America; plastic
containers in the U.S.; and metal food cans in Europe.


WACHOVIA BANK: S&P Assigns Low-B Ratings to Six Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $4.2 billion
commercial mortgage pass-through certificates series 2006-C23.

The preliminary ratings are based on information as of
Feb. 16, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Class A-1, A-2, A-3, A-PB, A-4CPI, A-4, A-1A, A-M, A-J, B, C, D,
E, and F are currently being offered publicly.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.26x, a beginning LTV of 105.8%,
and an ending LTV of 95.2%.

For class A-4CPI, Standard & Poor's rating does not apply to the
receipt of interest at the floating rate, but rather Standard &
Poor's rating applies only to the receipt of interest by the trust
at the fixed rate payable to the class A-4CPI "regular interest",
as more specifically described in the related pooling and
servicing agreement.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
             Wachovia Bank Commercial Mortgage Trust

                              Preliminary     Recommended Credit
Class          Rating         Amount ($)         Support (%)
-----          ------        -----------     ------------------
A-1            AAA           105,862,000                 30.000
A-2            AAA           137,308,000                 30.000
A-3            AAA            62,705,000                 30.000
A-PB           AAA           252,070,000                 30.000
A-4CPI         AAA           100,000,000                 30.000
A-4            AAA         1,680,707,000                 30.000
A-1A           AAA           622,245,000                 30.000
A-M            AAA           422,985,000                 20.000
A-J            AAA           274,941,000                 13.500
B              AA+            37,011,000                 12.625
C              AA             52,873,000                 11.375
D              AA-            37,011,000                 10.500
E              A+             31,724,000                  9.750
F              A              42,299,000                  8.750
G              A-             52,873,000                  7.500
H              BBB+           52,873,000                  6.250
J              BBB            58,160,000                  4.875
K              BBB-           52,874,000                  3.625
L              BB+            10,574,000                  3.375
M              BB             21,150,000                  2.875
N              BB-            15,862,000                  2.500
O              B+             10,574,000                  2.250
P              B              15,862,000                  1.875
Q              B-             15,862,000                  1.500
S              NR             63,448,337                  0.000
X-P*           AAA         4,069,641,000                    N/A
X-C*           AAA         4,229,853,337                    N/A

        *      Interest-only class with a notional amount
        NR  -- Not rated
        N/A -- Not applicable


WALTER INDUSTRIES: Sets Price of Common Stock at $64.75 Per Share
-----------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) priced an offering of
2.3 million shares of its common stock.  The price to the public
is $64.75 per share.  The Company has also granted to the
underwriters of this offering an option to purchase up to an
additional 345,000 shares, within 30 days after the date of
the underwriting agreement, solely to cover over-allotments.

Walter Industries will receive approximately $146.6 million
net proceeds from this offering, after deducting underwriting
discounts and estimated offering expenses (approximately
$168.6 million if the underwriters' over-allotment option is
exercised in full).

The Company intends to use the net proceeds from this offering
to repay approximately $100 million of the term loan outstanding
under the 2005 Walter Credit Agreement and use the balance for
general corporate purposes.  The Company intends to use the net
proceeds from any shares sold pursuant to the underwriters'
over-allotment option for general corporate purposes, which may
include additional repayment of the term loan.

The offering is made under a shelf registration statement relating
to the Company's common stock, filed with the Securities and
Exchange Commission on Feb. 16, 2006.  A prospectus supplement
relating to the offering will be filed with the Securities and
Exchange Commission.

Banc of America Securities LLC and Morgan Stanley are acting as
joint book-running managers for the offering.  The offering is
being made only by means of a prospectus, copies of which may be
obtained from:

     Banc of America Securities LLC
     Attn: Prospectus Department
     100 West 33rd Street
     New York, NY 10001
     Telephone (800) 294-1322

        - or -

     Morgan Stanley & Co. Incorporated
     Prospectus Department
     180 Varick Street, 2nd Floor
     New York, NY 10014
     Telephone (866) 718-1649
     prospectus@morganstanley.com

Headquartered in Tampa, Florida, Walter Industries, Inc. --
http://www.walterind.com/-- is a diversified company with
annual revenues of $2.7 billion. The Company is a leader in
water infrastructure, flow control and water transmission
products, with respected brand names such as Mueller, U.S. Pipe,
James Jones, Henry Pratt and Anvil.  The Company is also a
significant producer of high-quality metallurgical coal and
natural gas for worldwide markets and is a leader in affordable
homebuilding and financing.  The Company employs approximately
10,000 people.

Walter Industries, Inc.'s 3.75% Convertible Senior Subordianted
Notes due 2024 carry Moody's Investors Service's B2 rating and
Standard & Poor's B- rating.


WESTERN GAS: To Buy Coal Bed Properties in Wyoming for $136.7 Mil.
------------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) signed a purchase and sale
agreement to purchase certain coal bed methane properties and
related gathering assets in the Big George fairway of the Powder
River Basin of Wyoming from an undisclosed seller for
approximately $136.7 million before adjustments.  Closing is
expected to occur on or before March 15, 2006 and will be funded
with amounts available under the company's revolving credit
facility.

The purchase price includes the drilling rights on approximately
40,000 gross and net acres and 110-drilled wells.  Approximately
70 of the drilled wells are currently dewatering and the remaining
40 wells are awaiting hookup. The Company expects to drill an
additional 145 Big George locations of which 75 to 80 wells will
be drilled in 2006.  The newly acquired acreage is located in two
areas in the western portion of the Big George fairway and is
approximately 10 to 12 miles from Western's Kingsbury development
area.  Kingsbury is currently producing 72 gross million cubic
feet per day (MMcfd) from the Big George coal.

Gas production is expected to begin in the third quarter of 2006.
Net risked probable and possible reserves are estimated to be 109
billion cubic feet (Bcf).  The Company estimates additional upside
potential of 50 to 100 Bcf from other recompletion zones.  The
acquisition also includes a 12-mile gathering line delivering into
Fort Union Gas Gathering.

"These assets are an excellent fit with our existing leasehold and
production in the Big George fairway of the Powder River Basin CBM
play," Peter Dea, President and Chief Executive Officer of
Western, stated.  "At Dec. 31, 2005, we had drilling rights on
523,000 net acres in the Powder River Basin CBM play and had
120 MMcfd of net production.  This acquisition offers the same
low-risk development that the Company has been successfully
drilling for the last eight years in the Powder River Basin."

Headquartered in Denver, Colorado, Western Gas Resources, Inc. --
http://www.westerngas.com/-- is an independent natural gas
explorer, producer, gatherer, processor, transporter and energy
marketer.  The Company's producing properties are located
primarily in Wyoming, including the developing Powder River Basin
coal bed methane play, where Western is a leading acreage holder
and producer, and the rapidly growing Pinedale Anticline.  The
Company also owns and operates natural gas gathering, processing
and treating facilities in major gas-producing basins in the Rocky
Mountain, Mid-Continent and West Texas regions of the United
States.

                          *     *     *

Moody's Investors Service currently assigned these ratings:

     * Long-term corporate family rating - Ba1
     * Bank loan debt rating - Ba1
     * Senior unsecured debt rating - Ba2
     * Senior subordinated rating - Ba3
     * Subordinated debt rating - Ba3
     * Preferred stock rating - B1

Standard & Poor's currently assigned these ratings:

     * Long-term foreign issuer credit rating - BB+
     * Long-term local issuer credit rating - BB+


WESTERN IOWA: Can Employ Frankel Zacharia as Accountant
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska gave
Western Iowa Limestone, Inc., permission to employ Frankel,
Zacharia, Arnold, Nissen, Stamp & Reinsch, L.L.C. as its
accountant.

The Court approved the Frankel Zacharia's employment subject to
its findings that:

   1) the Court's order is not a determination that the services
      are necessary;

   2) no determination is made that the person or entity being
      employed represents no adverse interest; and

   3) no fee agreement between the applicant and the person or
      entity being employed is binding on the Court.

Frankel Zacharia will:

   1) advise the Debtor on taxation matters and prepare its
      various tax returns;

   2) advise the Debtor on all financial accounting and finance
      matters in connection with its chapter 11 case; and

   3) render all other accounting services to the Debtor that are
      necessary in its chapter 11 case.

William A. Startzer, a member at Frankel Zacharia, is one of the
lead professionals from the Firm performing services to the
Debtor.

Bankruptcy Court records don't show if Frankel Zacharia received a
retainer, nor do they disclose the Firm's professionals'
compensation rates.

Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a
construction company and a producer of limestone.  The Company
filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb.
Case No. 05-85930).  Richard D. Myers, Esq., and Alan E. Pedersen,
Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$1 million to $10 million and estimated debts of $10 million to
$50 million.


WILLIAM CALO: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: William Calo & Associates Inc.
        Road 849, Km. 2.2
        Bo. Santo Domingo
        San Juan, Puerto Rico 00924

Bankruptcy Case No.: 06-00409

Chapter 11 Petition Date: February 16, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Antonio I. Hernandez Rodriguez, Esq.
                  Antonio I. Hernandez Law Office
                  P.O. Box 8509
                  San Juan, Puerto Rico 00910-0509
                  Tel: (787) 250-0575

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Margarita Borrero                Torts Judicial      $2,750,000
Comunidad Las Dolores            Action
Calle Brasil #73
Rio Grande, PR 00745

Doral Bank                       Commercial Loan       $649,937
P.O. Box 308
Cata¤o, PR 00963

G.E. Capital                     Equipment Loan        $500,000
P.O. Box 70256
San Juan, PR 00936

Citi Capital De P.R.             Bank Loan             $177,000

Internal Revenue Services        Debt to               $170,000
                                 Government

Popular Auto                     Motor Vehicles        $160,000

Energy Contractors               Merchandise            $86,035
                                 Purchase

R&F Asphalt                      Merchandise            $68,225
                                 Purchase

Mocoroa Y Castellanos            Merchandise            $59,374
                                 Purchase

Municipio De Coamo               Debt to                $25,180
                                 Government

Ford Motor Credit                Motor Vehicle          $21,280

Prime Control                    Merchandise            $17,000
                                 Purchase

Ing. Fabio Suero Diseno          Professional           $12,000
Racho Pocho                      Services

Kash Petroleum                   Merchandise            $11,870
                                 Purchase

West India                       Merchandise            $11,000
                                 Purchase

Ready Mix                        Merchandise            $10,032
                                 Purchase

Vasailo                          Bank Loan               $8,168


WINN-DIXIE: Court Allows Set-Off of Claims with Dannon Company
--------------------------------------------------------------
Before Winn-Dixie Stores, Inc., and its debtor-affiliates filed
for bankruptcy, The Dannon Company, Inc., and the Debtors entered
into various transactions related to the food services business.
The transactions are related to Dannon's sale of yogurt and other
food products to the Debtors.  In connection with the sales, the
Debtors were entitled to a credit for purchases from Dannon that
were damaged or otherwise could not be sold to a customer.  In
addition, Dannon agreed to pay a fee to the Debtors in exchange
for their placement of Dannon Product at a premium location on the
shelves of their stores.

As of the Petition Date, the Debtors owed $987,591 to Dannon for
the purchases and Dannon owed $770,140 to the Debtors, consisting
of $404,140 for Unsaleable Goods and $366,000 for Slotting Fees.

In an agreed order, the U.S. Bankruptcy Court for the Middle
District of Florida lifts the automatic stay to allow Dannon to
set off its claims against its obligations to the Debtors.

The Debtors and Dannon agree that Claim Nos. 1294 and 5426 filed
by Dannon are disallowed in their entirety.  Dannon's Claim No.
5427 is reduced to $141,734:

   * $114,294 of Claim No. 5427 will be deemed an allowed
     reclamation claim payable in full as an administrative
     claim; and

   * $27,440 of Claim No. 5427 will be deemed to be an allowed
     unsecured claim payable pursuant to a confirmed plan of
     reorganization.

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: Linpro Amends Demand for Rent Payment to $270,951
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov 25,
2005, Linpro Investments, Inc., and Winn-Dixie Stores, Inc., and
its debtor-affiliates are parties to a lease dated May 1, 1996,
wherein the Debtors lease Store No. 223 from Linpro.  Store No.
223 is a store targeted for sale or closure pursuant to the
Debtors' footprint strategy.

The Debtors rejected the Lease on Dec. 12, 2005.

Linpro amended its request for payment of postpetition rent
concerning its lease with the Debtors to include amounts that
have accrued since the original request up to the Rejection Date.

Accordingly, Linpro asks the U.S. Bankruptcy Court for the Middle
District of Florida to compel the Debtors to pay Postpetition Rent
totaling $270,951, plus reasonable attorneys' fees and other
monetary obligations that continue to accrue until the Rejection
Date.

The $270,951 consists of:

   -- $109,452 in guaranteed rental,
   -- $11,415 in insurance premiums,
   -- $103,318 in ad valorem taxes, and
   -- $46,765 in common area and maintenance charges.

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).


* BOND PRICING: For the week of Feb. 13 - Feb. 17, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    64
Adelphia Comm.                        7.750%  01/15/09    68
Adelphia Comm.                        7.875%  05/01/09    67
Adelphia Comm.                        8.125%  07/15/03    67
Adelphia Comm.                        8.375%  02/01/08    69
Adelphia Comm.                        9.250%  10/01/02    65
Adelphia Comm.                        9.375%  11/15/09    69
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    65
Adelphia Comm.                        9.875%  03/01/07    69
Adelphia Comm.                       10.250%  06/15/11    71
Adelphia Comm.                       10.250%  11/01/06    67
Adelphia Comm.                       10.500%  07/15/04    69
Adelphia Comm.                       10.875%  10/01/10    70
Allegiance Tel.                      11.750%  02/15/08    24
Allegiance Tel.                      12.875%  05/15/08    27
Amer Color Graph                     10.000%  06/15/10    72
American Airline                      9.980%  01/02/13    69
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Anker Coal Group                     14.250%  09/01/07     0
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    46
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    66
Armstrong World                       6.500%  08/15/05    67
Armstrong World                       7.450%  05/15/29    66
Asarco Inc.                           7.875%  04/15/13    61
Asarco Inc.                           8.500%  05/01/25    57
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         12.125%  06/15/10     4
ATA Holdings                         13.000%  02/01/09     5
Atlantic Coast                        6.000%  02/15/34    12
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    70
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    54
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    71
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
Big V Supermkts                      11.000%  02/15/04     0
BTI Telecom Corp                     10.500%  09/15/07    52
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    60
Cell Therapeutic                      5.750%  06/15/08    60
Charter Comm Hld                      8.625%  04/01/09    74
Charter Comm Hld                     10.000%  05/15/11    51
Charter Comm Hld                     10.250%  01/15/10    67
Charter Comm Hld                     11.125%  01/15/11    53
Charter Comm Inc                      5.875%  11/16/09    73
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                  10.000%  05/15/14    53
Ciphergen                             4.500%  09/01/08    75
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    30
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.000%  12/26/06    10
CPNL-Dflt12/05                        4.750%  11/15/23    27
CPNL-Dflt12/05                        6.000%  09/30/14    22
CPNL-Dflt12/05                        7.625%  04/15/06    44
CPNL-Dflt12/05                        7.750%  04/15/09    48
CPNL-Dflt12/05                        7.750%  06/01/15    13
CPNL-Dflt12/05                        7.875%  04/01/08    45
CPNL-Dflt12/05                        8.500%  02/15/11    30
CPNL-Dflt12/05                        8.625%  08/15/10    30
CPNL-Dflt12/05                        8.750%  07/15/07    44
CPNL-Dflt12/05                       10.500%  05/15/06    46
Cray Inc.                             3.000%  12/01/24    75
Cray Research                         6.125%  02/01/11    29
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    22
Dana Corp                             5.850%  01/15/15    66
Dana Corp                             7.000%  03/01/29    68
Dana Corp                             7.000%  03/15/28    67
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    41
Delco Remy Intl                      11.000%  05/01/09    46
Delphi Auto System                    6.500%  05/01/09    54
Delphi Auto System                    7.125%  05/01/29    55
Delphi Corp                           6.500%  08/15/13    53
Delphi Trust II                       6.197%  11/15/33    28
Delta Air Lines                       2.875%  02/18/24    22
Delta Air Lines                       7.700%  12/15/05    23
Delta Air Lines                       7.900%  12/15/09    23
Delta Air Lines                       8.000%  06/03/23    22
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.300%  12/15/29    24
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    38
Delta Air Lines                       8.540%  01/02/07    54
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       9.000%  05/15/16    22
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    22
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.300%  01/02/10    54
Delta Air Lines                       9.375%  09/11/07    70
Delta Air Lines                       9.480%  06/05/06    47
Delta Air Lines                       9.750%  05/15/21    22
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  06/01/09    56
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    64
Delta Air Lines                      10.000%  06/01/11    28
Delta Air Lines                      10.000%  06/05/11    54
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.000%  08/15/08    21
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    22
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.375%  02/01/11    22
Delta Air Lines                      10.375%  12/15/22    22
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    62
Delta Air Lines                      10.790%  03/26/14    20
Delta Mills Inc.                      9.625%  09/01/07    39
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Dura Operating                        9.000%  05/01/09    52
Dura Operating                        9.000%  05/01/09    54
DVI Inc.                              9.875%  02/01/04    15
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    64
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Fedders North AM                      9.875%  03/01/14    62
Federal-Mogul Co.                     7.375%  01/15/06    39
Federal-Mogul Co.                     7.500%  01/15/09    39
Federal-Mogul Co.                     8.160%  03/06/03    32
Federal-Mogul Co.                     8.370%  11/15/01    33
Federal-Mogul Co.                     8.800%  04/15/07    35
Finova Group                          7.500%  11/15/09    33
FMXIQ-DFLT09/05                      13.500%  08/15/05    15
Foamex L.P.-DFLT                      9.875%  06/15/07    18
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.900%  02/20/14    72
Ford Motor Cred                       6.000%  01/21/14    73
Ford Motor Cred                       6.000%  02/20/15    70
Ford Motor Cred                       6.000%  11/20/14    70
Ford Motor Cred                       6.000%  11/20/14    70
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.050%  03/20/14    70
Ford Motor Cred                       6.050%  04/21/14    74
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.150%  01/20/15    72
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.250%  01/20/15    71
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.250%  04/21/14    74
Ford Motor Cred                       6.500%  08/01/18    67
Ford Motor Cred                       6.625%  02/15/28    66
Ford Motor Cred                       7.125%  11/15/25    68
Ford Motor Cred                       7.400%  11/01/46    66
Ford Motor Cred                       7.500%  08/01/26    67
Ford Motor Cred                       7.500%  08/20/32    71
Ford Motor Cred                       7.700%  05/15/97    66
Ford Motor Cred                       7.750%  06/15/43    65
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    73
General Motors                        7.400%  09/01/25    65
General Motors                        7.700%  04/15/16    68
General Motors                        8.100%  06/15/24    67
General Motors                        8.250%  07/15/23    69
General Motors                        8.375%  07/15/33    71
General Motors                        8.800%  03/01/21    70
General Motors                        9.400%  07/15/21    72
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.250%  01/15/14    74
GMAC                                  5.350%  01/15/14    75
GMAC                                  5.900%  01/15/19    68
GMAC                                  5.900%  01/15/19    71
GMAC                                  5.900%  02/15/19    68
GMAC                                  5.900%  10/15/19    74
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    71
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    75
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  10/15/19    68
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.150%  08/15/19    72
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.150%  10/15/19    73
GMAC                                  6.200%  04/15/19    71
GMAC                                  6.200%  11/15/19    74
GMAC                                  6.250%  01/15/19    71
GMAC                                  6.250%  04/15/19    72
GMAC                                  6.250%  05/15/19    70
GMAC                                  6.250%  07/15/19    71
GMAC                                  6.250%  12/15/18    74
GMAC                                  6.300%  08/15/19    73
GMAC                                  6.350%  04/15/19    71
GMAC                                  6.350%  07/15/19    72
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.400%  11/15/19    75
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  02/15/20    72
GMAC                                  6.500%  05/15/19    74
GMAC                                  6.500%  11/15/18    73
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.550%  12/15/19    73
GMAC                                  6.600%  05/15/18    73
GMAC                                  6.650%  02/15/13    67
GMAC                                  6.650%  10/15/18    75
GMAC                                  6.700%  06/15/19    74
GMAC                                  6.700%  12/15/19    74
GMAC                                  6.750%  03/15/20    72
GMAC                                  6.750%  06/15/19    74
GMAC                                  7.000%  06/15/22    75
GMAC                                  7.000%  11/15/24    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Horizon Fin Corp                     11.750%  05/08/09     0
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    51
Insight Health                        9.875%  11/01/11    55
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    29
Isolagen Inc.                         3.500%  11/01/24    58
Jordan Industries                    10.375%  08/01/07    55
JTS Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kellstrom Inds                        5.500%  06/15/03     1
Key Plastics                         10.250%  03/15/07     0
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    14
Kmart Corp.                           9.350%  01/02/20    26
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    47
Level 3 Comm. Inc.                    2.875%  07/15/10    72
Level 3 Comm. Inc.                    6.000%  03/15/10    69
Level 3 Comm. Inc.                    6.000%  09/15/09    74
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    60
Lifecare Holding                      9.250%  08/15/13    48
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
MCMS Inc.                             9.750%  03/01/08     0
Medquest Inc                         11.875%  08/15/12    73
Merisant Co                           9.500%  07/15/13    62
Metamor Worldwid                      2.940%  08/15/04     1
MHS Holdings Co                      16.875%  09/22/04     0
Moa Hospitality                       8.000%  10/15/07    70
Mosler Inc                           11.000%  04/15/03     0
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    61
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    64
Muzak LLC                             9.875%  03/15/09    65
Natl Steel Corp.                      8.375%  08/01/06     8
Natl Steel Corp.                      9.875%  03/01/09    10
New World Pasta                       9.250%  02/15/09     8
Nexprise Inc.                         6.000%  04/01/07     0
North Atl Trading                     9.250%  03/01/12    62
Northern Pacific RY                   3.000%  01/01/47    59
Northern Pacific RY                   3.000%  01/01/47    59
Northwest Airlines                    6.625%  05/15/23    35
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    34
Northwest Airlines                    7.626%  04/01/10    61
Northwest Airlines                    7.875%  03/15/08    33
Northwest Airlines                    8.070%  01/02/15    70
Northwest Airlines                    8.130%  02/01/14    55
Northwest Airlines                    8.700%  03/15/07    35
Northwest Airlines                    8.875%  06/01/06    36
Northwest Airlines                    8.970%  01/02/15    26
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    35
Northwest Airlines                   10.000%  02/01/09    36
NTK Holdings Inc.                    10.750%  03/01/14    67
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind.                      10.630%  10/01/08    61
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    72
Overstock.com                         3.750%  12/01/11    73
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pegasus Satellite                    13.500%  03/01/07     0
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    24
Pliant-DFLT/06                       13.000%  06/01/10    24
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Pope & Talbot                         8.375%  06/01/13    69
Primedex Health                      11.500%  06/30/08    57
Primus Telecom                        3.750%  09/15/10    39
Primus Telecom                        8.000%  01/15/14    66
Primus Telecom                       12.750%  10/15/09    70
Psinet Inc.                          10.000%  02/15/05     0
Railworks Corp.                      11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04     7
Refco Finance                         9.000%  08/01/12    64
Reliance Group Holdings               9.000%  11/15/00    21
Reliance Group Holdings               9.750%  11/15/03     0
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    69
Salton Inc.                          12.250%  04/15/08    65
Scotia Pac Co                         7.110%  01/20/14    73
Scotia Pac Co                         7.710%  01/20/14    75
Silicon Graphics                      6.500%  06/01/09    66
Solectron Corp.                       0.500%  02/15/34    75
Solutia Inc                           6.720%  10/15/37    75
Solutia Inc                           7.375%  10/15/27    75
Source Media Inc.                    12.000%  11/01/04     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    59
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    74
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    73
Trism Inc                            12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    68
Triton Pcs Inc.                       9.375%  02/01/11    69
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    45
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    73
United Air Lines                      7.870%  01/30/19    64
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.350%  04/07/16    68
United Air Lines                      9.560%  10/19/18    70
Univ Health Svcs                      0.426%  06/23/20    58
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     3
US Air Inc.                          10.250%  01/15/49     7
US Air Inc.                          10.250%  01/15/49     8
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.700%  01/15/49     3
US Air Inc.                          10.700%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.900%  01/01/49     3
US Airways Pass                       6.820%  01/30/14    65
Venture Hldgs                         9.500%  07/01/05     1
Venture Hldgs                        11.000%  06/01/07     1
Venture Hldgs                        12.000%  06/01/09     0
WCI Steel Inc.                       10.000%  12/01/04    54
Werner Holdings                      10.000%  11/15/07    23
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    72
Winstar Comm                         10.000%  03/15/08     0
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                    13.250%  01/15/08     5

                             *********

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.


                    *** End of Transmission ***