TCR_Public/060221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 21, 2006, Vol. 10, No. 44

                             Headlines

127 RESTAURANT: Court Dismisses Chapter 11 Cases
ACCO BRANDS: Weaker Earnings Cue Moody's to Review Low-B Ratings
ACCURIDE CORP: Earns $14.9 Million of Net Income in Fourth Quarter
AEOLUS Pharmaceuticals: Dec. 31 Balance Sheet Upside-Down by $2MM
ALLIANT TECHSYSTEMS: S&P Upgrades Corporate Credit Rating to BB

ALLIED HOLDINGS: Timothy Lindley Wants to Proceed With Lawsuit
AMERICAN MOULDING: Wants Until March 31 to Decide on Three Leases
AMERICAN MOULDING: Wants to Walk Away from Five Equipment Leases
ANCHOR GLASS: Committee Resolves DIP Loan Dispute with Wachovia
ANCHOR GLASS: Court Allows Madeleine's $15.5 Million Reduced Claim

ANCHOR GLASS: Court Rejects Metropolitan Life Administrative Claim
ANDROSCOGGIN ENERGY: Judge Kornreich Confirms Second Amended Plan
ANDROSCOGGIN ENERGY: Court Denies Panel's Chap. 11 Trustee Motion
ASARCO LLC: Court Withdraws All Previously Established Bar Dates
ASARCO LLC: First Union' Financing Statements Remain Effective

ASARCO LLC: Has Until May 8 to Remove Civil Actions
AUSTIN COMPANY: Has Until May 14 to File Chapter 11 Plan
AVATECH SOLUTIONS: Equity Deficit Tops $300,000 at December 31
BECKMAN COULTER: Reports Fourth Quarter & Full-Year Fin'l Results
BEVERLY ENTERPRISES: Fillmore Merger Cues Fitch to Affirm Ratings

BLOUNT INT'L: Equity Deficit Narrows to $145.18 Mil. at Dec. 31
BOMBARDIER INC: S&P Affirms BB Long-Term Corporate Credit Rating
BON-TON STORES: Plans to Offer $525MM of Senior Notes due 2014
BON-TON STORES: Moody's Assigns B2 Rating to $525 Mil. Sr. Notes
BON-TON STORES: S&P Rates Proposed $525 Million Sr. Notes at B-

CALPINE CORP: Gets Final Order to Use Existing Business Forms
CARAUSTAR INDUSTRIES: Incurs $35.6 Million Net Loss in 4th Quarter
CATHOLIC CHURCH: 8 Tort Claimants Want Portland to Classify Claims
CATHOLIC CHURCH: Portland Gets Okay to Reduce Professionals' Fees
CINCINNATI BELL: Closes Purchase of 20% Stake in Wireless Unit

CLASSIC BAKING: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: EPA Has Until Tomorrow to File Proofs of Claim
COLLINS & AIKMAN: Expands Scope of Hilco Retention
COLLINS & AIKMAN: Sets Up Protocol for Handling Confidential Info
CORNERSTONE PRODUCTS: Court Confirms 2nd Amended Liquidating Plan

COVAD COMMS: Posts $17.9 Mil. Net Loss in 4th Qtr. Ended Dec. 31
D & K STORES: Judge Ferguson Confirms Modified Plan of Liquidation
D.R. HORTON: Fitch Affirms BB+ Senior Subordinated Debt Rating
DATA TRANSMISSION: Moody's Junks Rating on Proposed $60MM Loan
DELPHI CORP: Wants to Employ Baker & Daniels as Patent Counsel

DELPHI CORP: Wants to Hire Quinn Emanuel as Litigation Counsel
ECHOSTAR COMMS: Completes $462-Million Redemption of Senior Notes
ELECTROPURE INC: To Change Name to Micro Imaging Technology Inc.
ESCHELON TELECOM: Incurs $5.1 Million Net Loss in Fourth Quarter
EXIDE TECHNOLOGIES: Fran Corby Replaces Timothy Gargaro as CFO

FOAMEX INT'L: Court Okays Alvarez & Marsal as Business Consultant
FOSS MANUFACTURING: Trustee Wants to Modify Retirement Plan
FOUNDATION RE: S&P Puts BB Rating on $105 Million Class D Notes
GARDENBURGER INC: Posts $1.4MM Net Loss in Quarter Ended Dec. 31
GLATFELTER: Earns $38.6 Million in Fiscal Year 2005

GOODYEAR TIRE: Incurs $51 Million Net Loss in Fourth Quarter
GSI GROUP: John Henderson Replaces Robert Girardin as New CFO
HARRY & DAVID: S&P Revises Outlook to Negative & Affirms B Rating
HEXCEL CORP: S&P Upgrades Corporate Credit Rating to BB- from B+
HIGH VOLTAGE: Court Approves EAG Settlement

HIGH VOLTAGE: Yaskawa Rejection Damage Hearing Moved to August 23
INTERCELL INT'L: Posts $4,854 Net Loss in Quarter Ended Dec. 31
INTERSTATE BAKERIES: Mrs. Cubbison Unit Wants May 30 Bar Date
ITRON INC: Earns $16.9 Million in Fourth Quarter
J.C. PENNEY: S&P Puts BB+ Corporate Credit Rating on CreditWatch

KNIGHT FULLER: Posts $2.6 Mil. Net Loss in Quarter Ended Dec. 31
LEGACY ESTATE: Court Says No to an Official Growers Committee
MARK EDWARDS: Case Summary & 18 Largest Unsecured Creditors
MEDTECH MEDICAL: Case Summary & 30 Largest Unsecured Creditors
MUSICLAND HOLDING: Court Approves Assumed & Assigned Leases

MUSICLAND HOLDING: Merchants Wants Stay Lifted to Proceed Lawsuit
NANOMAT INC: U.S. Trustee Wants Chapter 11 Case Dismissed
NATIONAL GAS: Wants Until Feb. 22 to File Schedules & Statements
NEEDLEPOINTER CORP: Case Summary & 21 Largest Unsecured Creditors
NOBLE DREW: Files Plan and Disclosure Statement in New York

NORTHWESTERN STEEL: Ch. 7 Trustee Selling Remaining Lot for $425K
OAKWOOD MORTGAGE: S&P Downgrades Two Debt Classes' Ratings to CC
OLD TOWN: Case Summary & 10 Largest Unsecured Creditors
PENN NATIONAL: Reports Fourth Quarter Operating Results
PERFORMANCE TRANSPORTATION: Drafts Professionals Compensation Plan

PERFORMANCE TRANSPORTATION: Wants Professionals to Continue Work
PERFORMANCE TRANSPORTATION: Says Utilities are Adequately Assured
PLIANT CORP: Creditors' Panel Wants Lowenstein as Counsel
PLIANT CORP: Expects to Receive $1.29BB & Spend $1.18BB This Year
PLIANT CORP: Ontario Court Extends CCAA Stay to April 28

PROVIDENT PACIFIC: Ch. 7 Trustee Hires Greene Radovsky as Counsel
PROVIDENT PACIFIC: Creditors Have Until April 26 to File Claims
PXRE CAPITAL: Fitch Lowers $100MM Pref. Securities' Ratings to B+
QUEBECOR WORLD: Moody's Assigns Ba3 Rating to US$300 Mil. Debt
QUEBECOR WORLD: S&P Rates $300 Million Sr. Unsecured Notes at BB-

REVLON INC: Plans to Raise $110 Million in Equity Rights Offering
RFC CDO: Fitch Affirms BB Ratings on $3 Million Class F Notes
RIM SEMICONDUCTOR: Inks Technology License Pact With HelloSoft
ROGERS COMM: Moody's Lifts Corp. Family Rating to Ba2 from Ba3
ROUGE INDUSTRIES: Court Extends Plan-Filing Period to Apr. 12

S-TRAN HOLDINGS: Has Until March 13 to Decide on Cookeville Lease
SAYBROOK POINT: Fitch Affirms $12MM Preference Shares' BB+ Ratings
SECURECARE TECHNOLOGIES: Hires Howard Alweil as Consultant
SIRIUS SATELLITE: Incurs $311.4 Net Loss in Fourth Quarter
SOUTHERN UNION: Sells New England Unit to Nat'l Grid for $575MM

STEWART ENTERPRISES: Files Form 10-K for 2005 Fiscal Year
TEREX CORP: Earns $324 Million of Net Income for 2004 Fiscal Year
THERMA-WAVE INC: Posts $3.9MM Net Loss in Fiscal Third Quarter
TRANSTECHNOLOGY: Raises $18.75MM in Sale of 2.5MM Common Shares
US CAN: Launches Tender Offers for 10-7/8% and 12-3/8% Bonds

USG CORP: Files Joint Chapter 11 Plan & Disclosure Statement
VERMEER FUNDING: Fitch Affirms $12.6 Mil. Pref. Shares' BB-Ratings

* SEC Proposes Amendments for Executive Compensation Disclosure

* Large Companies with Insolvent Balance Sheets

                             *********

127 RESTAURANT: Court Dismisses Chapter 11 Cases
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed 127 Restaurant Corp., and Toscorp, Inc.'s chapter 11
cases.

As reported in the Troubled Company Reporter on Oct. 26, 2005,
the Court previously dismissed the chapter 11 cases of 127
Restaurant's debtor-affiliates following the sale of their
individual assets.  

The Debtors decided to have their chapter 11 cases dismissed after
concluding it would be impossible for them to effectuate a chapter
11 plan of reorganization.

Headquartered in New York City, 127 Restaurant Corp., operates a
restaurant.  The Company along with its debtor-affiliates filed
for chapter 11 protection on Aug. 27, 2003(Bankr. S.D.N.Y. Case
No. 03-15359).  Joshua Joseph Angel, Esq., at Angel & Frankel, PC,
represents the Debtors.  When the Debtor filed for protection
from its creditors, it listed $2,710,160 in total assets and
$12,906,360 in total debts.


ACCO BRANDS: Weaker Earnings Cue Moody's to Review Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service placed the long-term ratings of ACCO
Brands Corporation under review for possible downgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.
The review was prompted by Moody's concern that ACCO's pro forma
earnings were materially weaker than expected, primarily due to
the impact of higher raw material and freight/distribution costs
and unfavorable pricing in certain categories of the Office
Products Group.  

In its July 2005 press release, Moody's stated that "limited
cushion exists regarding unfavorable operating results over the
coming year".  The review also reflects Moody's concern over the
company's ability to sustain credit metrics consistent with a Ba3
ratings profile over the medium-term, given the potential for a
more protracted realization of cost savings due to continued cost
pressures and the complicated nature of the GBC integration.
Compounding these concerns are the challenging operating
conditions in the office products industry that is characterized
by low growth and retailer consolidation.  The company's
announcement that it filed restated financial statements was not a
factor in the decision to place the ratings under review.

These ratings were placed under review:

   * corporate family rating, Ba3;

   * senior secured revolving credit facility, Ba3;

   * senior secured term loan A, Ba3;

   * senior secured term loan B, Ba3;

   * senior subordinated notes, B2;

This rating was affirmed:

   * Speculative grade liquidity rating, SGL-2.

Moody's review action reflects several potential concerns:

   1) anticipated cost savings and price increases may not be
      realized quickly enough or may be insufficient to cover
      rising costs;

   2) near-term LTM credit metrics may be very weak for the Ba3
      ratings category given challenging operating conditions and
      accelerated spending for restructuring;

   3) 2006 EBITDA levels are likely to be materially lower than
      Moody's anticipated;

   4) ACCO's ratings may have limited flexibility to withstand
      any unforeseen integration challenges; and

   5) although longer-term potential cash flow and synergy
      benefits are substantial, the realization of these levels
      could be difficult given the inherent challenges in the
      office products industry.

Moody's will address these concerns through a detailed review of
ACCO's projections and strategic plans.  The potential ratings
outcomes include a affirmation of the ratings with a negative
outlook or a lowering of the ratings by no more than one notch.

Notwithstanding its concerns, the ratings recognize that ACCO has
compensated for lower earnings with greater than anticipated debt
reduction.  For instance, the 2005 year-end debt balance was
approximately $15 million lower than Moody's anticipated.
Additionally, ACCO prepaid $24 million of term loan debt in
January and additional debt reduction is likely considering the
company's material cash balance and expectations for modest
positive free cash flow.  Moody's also recognizes the continued
strong performance of Computer Products, and that aggressive
spending for restructuring activities in the first half of 2006
combined with the company's ability to address $75 million of
lower margin SKU's associated with legacy GBC customer contracts
at the end of 2006 could provide earnings momentum as the company
enters 2007.

The affirmation of the SGL-2 rating recognizes the good liquidity
provided by ACCO Brands Corporation's $130 million U.S. revolving
credit facility and $20 million European revolving credit
facility.  Although the combined facility size is somewhat limited
relative to ACCO's scale and strategies, Moody's expects
significant borrowing capacity and adequate room under the
financial covenants through 2006.

Moody's anticipates that ACCO will generate approximately $30
million of free cash flow in 2006.  Moody's cash flow forecast
incorporates approximately $60 million of expected interest
expense and capital expenditures, as well as $45 million of
integration spending.  Because of prepayments in January, the
company is not required to make any additional term loan
amortization payments in 2006.  Under its credit agreement, ACCO
remains subject to a minimum interest coverage, maximum leverage,
and capital expenditure covenants.  Moody's expects the company to
remain compliant with these respective covenant ratios throughout
2006 even though the leverage covenant tightens in 4Q2006 to 4.75
times from 5.00 times level in the prior quarters.

The SGL rating is restrained by the significant spending needs
associated with the integration of GBC.  Modest operating cash
flows after capital spending combined with typical seasonal
working capital needs, could result in some revolver usage during
certain periods.  The SGL rating also recognizes ACCO's limited
alternative liquidity sources, with the preponderance of its
tangible and intangible assets being pledged to the secured
facilities.

ACCO Brands Corporation, with principal executive offices in
Lincolnshire, Illinois, is a leading supplier of branded office
products, including Swingline, Kensington, Quartet, GBC, and
Day-Timer brands.  The company's products are marketed in over
100 countries to retailers, wholesalers, and commercial end-users.
Pro forma sales were approximately $1.94 billion for 2005.


ACCURIDE CORP: Earns $14.9 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Accuride Corporation (NYSE: ACW) reported net sales of $297.7
million for the fourth quarter ended December 31, 2005.  This
compares to net sales of $138.5 million for the fourth quarter
of 2004.  Net income was $14.9 million for the quarter compared
to $5.5 million for the fourth quarter of 2004.  

For the twelve months ended December 31, 2005, net sales were
$1.229.3 million compared to net sales of $494 million for the
same twelve-month period in 2004.  For the twelve months of 2005,
net income was $51.2 million compared to $21.5 million for the
twelve months of 2004.  

The results reflect continuing strength in the commercial vehicle
industry, with Class 5-8 and trailer builds up 14.8% over the
prior year, and the acquisition of Transportation Technologies
Industries, Inc., on January 31, 2005.

          Pro Forma Results for the Acquisition of TTI

The Company's net sales were $297.7 million for the fourth quarter
of 2005 compared to pro forma net sales of $291.5 million for the
fourth quarter in the prior year, an increase of 2.1%.  For the
twelve months ended December 31, 2005, pro forma net sales were
$1,283.6 million compared to $1,082.3 million for the same period
in 2004, an increase of 18.6%.

Adjusted EBITDA was $47.4 million for the fourth quarter of 2005
compared to pro forma Adjusted EBITDA of $39.3 million for the
prior year, an increase of 20.6%.  For the twelve months ended
December 31, 2005, pro forma Adjusted EBITDA was $202.5 million
compared to $159.6 million for the same period in 2004, an
increase of 26.9%.  The purpose and reconciliation of Adjusted
EBITDA for the Company to the most directly comparable GAAP
measure is set forth in the accompanying schedules.

Net income was $14.9 million for the fourth quarter of 2005
compared to the pro forma net loss of ($4.1) million for the
fourth quarter of 2004.  For the twelve months of 2005, pro forma
net income was $52.7 million compared to $14.0 million for the
twelve months of 2004, an increase of 276.4%.  Pro forma net
income for 2005 includes pre-tax costs of $20.0 million in
refinancing costs and loss on extinguishment of debt and
$2.6 million in other non-operating/non-recurring items.  Pro
forma net income for 2004 includes pre-tax costs of $11.3 million
in non-operating/non-recurring items.

                     Liquidity and Cash Flow

At December 31, 2005, the Company had $48.4 million of cash and
$697.7 million of total debt for net debt of $649.3 million, which
declined by $23.3 million in the fourth quarter.  The Company's
leverage ratio or net debt to pro forma Adjusted EBITDA on
December 31, 2005, was 3.2 times, a reduction from approximately
4.3 times immediately following the IPO in April 2005.  In the
fourth quarter, the Company reduced senior debt by $15.0 million.   
For the twelve months of 2005, the Company reduced its senior debt
by $155.4 million, including $65.8 million of cash from operations
and $89.6 million of proceeds from the IPO.

For the fourth quarter of 2005, cash from operating activities was
$39.4 million and capital expenditures totaled $18.5 million,
producing free cash flow of $20.9 million.

                       Review and Outlook

"Overall, we were pleased with our 2005 results.  We managed the
integration of TTI, refinanced our capital structure on very
attractive terms and successfully completed our public listing and
subsequent secondary offering," said Terry Keating, Accuride's
CEO.  "Operationally, we have ramped up our production to record
levels and have worked with our customers to manage volatile and
rising raw material costs.  We are enthusiastic about the
opportunities we see as we enter 2006."

Accuride Corporation -- http://www.accuridecorp.com/-- is one of      
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco and Brillion.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Moody's Investors Service upgraded the corporate family
(previously called senior implied) and senior secured debt ratings
of Accuride Corporation and Accuride Canada Inc. to B1 from B2,
and Accuride's senior subordinated debt to B3 from Caa1.  At the
same time the rating outlook was revised to stable from positive.  

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Accuride Corporation to 'B+' from 'B' and removed the
ratings from CreditWatch, where they were placed on Dec. 28, 2004.

Evansville, Indiana-based Accuride has total debt of about
$800 million.  The ratings outlook is stable.


AEOLUS Pharmaceuticals: Dec. 31 Balance Sheet Upside-Down by $2MM
-----------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., delivered its financial results for
the quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 16, 2006.

Aeolus reported a $1,523,000 net loss for the three months ended
Dec. 31, 2005, a 22% decrease compared to a $1,957,000 net loss
for the three months ended Dec. 31, 2004.

The Company did not generate any revenue for the quarter ended
Dec. 31, 2005, other than a $1,000 grant income.  The Company
relies on investors, grants, collaborations and licensing of
compounds to finance its operations.

At Dec. 31, 2005, Aeolus' balance sheet showed $2,419,000 in total
assets, $4,511,000 in liabilities and $354,000 in convertible
preferred stock, resulting in a stockholders' deficit of
$2,446,000.

"During the first quarter of fiscal 2006 we successfully commenced
our multi-dose Phase 1 study of AEOL 10150 in patients diagnosed
with ALS and reported results from the completion of the first
cohort treated in this study.  With the completion of our $2.5
million financing during the quarter, we secured our ability to
complete the multi-dose study and continue our pipeline
initiative, which is focused on testing other Aeolus compounds in
animal models of radiation therapy protection and tumor therapy,
Parkinson's disease, cystic fibrosis, chronic obstructive
pulmonary disease and stroke, stated Richard P. Burgoon, Jr.,
Chief Executive Officer.  "We expect to announce results from many
of these initiatives over the next few months."

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?5a7

                     Going Concern Doubt

Haskell & White LLP expressed substantial doubt about Aeolus'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Sept. 30,
2005.  The auditing firm pointed to the Company's recurring losses
from operations as well as stockholders' equity and working
capital deficiencies.

                        About Aeolus

Aeolus Pharmaceuticals -- http://www.incara.com/-- is developing  
a variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that has shown the ability to
scavenge a broad range of reactive oxygen species, or free
radicals.  Because oxygen-derived free radicals are believed to
have an important role in the pathogenesis of many diseases,
Aeolus' catalytic antioxidants are believed to have a broad range
of potential therapeutic uses.


ALLIANT TECHSYSTEMS: S&P Upgrades Corporate Credit Rating to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB' from 'BB-', on Alliant
Techsystems Inc.  The outlook is stable.  The ammunition and
propulsion supplier has around $1.1 billion in debt.
      
"The upgrade reflects an improved financial profile stemming from
solid demand and a balanced deployment of excess cash flows," said
Standard & Poor's credit analyst Christopher DeNicolo.

In the first nine months of fiscal 2006 (ended Jan. 1, 2006)
revenues increased 15% as a result of growth in most segments,
especially ammunition, and the contributions from acquisitions.
Organic growth was around 12%.  Operating margins (before
depreciation) are good in the midteen percentage area but have
been declining modestly, due largely to higher pension expense.
The company is expected to use free cash flow to prepay at least
$75 million a year in debt, with excess used for share repurchases
(almost $100 million so far in fiscal 2006).  Satisfactory
profitability at existing businesses and contributions from
acquisitions are likely to offset higher interest expense from the
debt used to finance the acquisitions, resulting in fairly steady
and above average for the rating EBITDA interest coverage of about
5x.
     
The ratings on Alliant Techsystems reflect a somewhat aggressively
leveraged balance sheet and active acquisition program, but
benefit from:

   * leading market positions;
   * satisfactory profitability; and
   * a generally favorable environment for defense spending.

Alliant is the leading manufacturer of solid rocket motors for
space launch vehicles and strategic missiles and is second in the
market for tactical missiles.  In addition, the firm is the
largest provider of small caliber ammunition to the U.S. military
and has strong positions in tank and other types of ammunition.
     
Edina, Minnesotta-based Alliant's revenues have more than tripled
since 2000 due mostly to a series of acquisitions that have
improved product and program diversity.  Acquisitions in the high-
priority precision-guided munitions area have enabled the company
to win key contracts for advanced guided missiles and mortars.
Other acquisitions have bolstered Alliant's R&D and hypersonic
propulsion capabilities, and added new products such as satellite
components and propellant tanks.
     
Satisfactory profitability and cash flows, along with debt
reduction, are expected to result in a steadily strengthening
credit profile, despite likely share repurchases and the
possibility of small to moderate size debt-financed acquisitions.
The outlook could be revised to negative if leverage increases
materially to fund a major acquisition.  An outlook revision to
positive is less likely in the near term.


ALLIED HOLDINGS: Timothy Lindley Wants to Proceed With Lawsuit
--------------------------------------------------------------
Timothy C. Lindley was discharged from his employment as a car
hauler by Allied Systems, Ltd., on Sept. 11, 2003.

According to Rufus T. Dorsey, IV, Esq., at Parker, Hudson, Rainer
& Dobbs, LLP, in Atlanta, Georgia, the discharge violated of a
collective bargaining agreement between Allied Systems, Ltd., and
Local 41, International Brotherhood of Teamsters, wherein Mr.
Lindley is a member.  Under the terms of the CBA, Mr. Lindley
could not be suspended or discharged from his employment with the
company without "just cause."

Mr. Dorsey tells the U.S. Bankruptcy Court for the Northern
District of Georgia that Mr. Lindley was terminated for a very
minor accident involving damage to the roof of two units he was
transporting.  The units came into contact with the underside of a
bridge overpass.  The accident did not involve injury and only
brought slight damage to the transported vehicles.

Mr. Dorsey relates that no one having similar incidents had ever
been terminated from their employment at the Claycomo, Missouri,
plant location, where Mr. Lindley worked.  That is the recognized
practice that defines the ambiguous terms of the CBA and provides
no just cause for Mr. Lindley's discharge, Mr. Dorsey says.

On February 23, 2004, Mr. Lindley filed a civil action including
a 301 action pursuant to the Labor Management Relations Act
against the Debtor and Local 41, seeking reinstatement, backpay,
front pay and damages for willful and malicious conduct.

The Federal Court Action has now been pending in the Missouri
District Court for two years.  Substantial discovery is
completed, including 12 depositions, interrogatories, and the
production of voluminous documents.

The parties filed motions for summary judgment.  As a result of
the bankruptcy filing, the Federal Court Action was stayed as to
the Debtor.

Mr. Lindley asks the Court to lift the automatic stay to allow
the Federal Court Action to be completed, including final
preparations for trial, conduct of the trial, completion of
dispositive motions and the litigation of any appeals of
decisions entered in the Federal Court Action.

Mr. Dorsey tells the Court that the continuation of the Federal
Court Action in the Missouri District Court will not result in
great prejudice to the Debtor.  The claims are the subject of a
jury trial demand.  Moreover, the case is substantially ready for
trial, discovery has been completed, and dispositive motions are
pending.

The Missouri District Court has presided over the litigation for
nearly two years.  Mr. Dorsey asserts that under those
circumstances, the claims should be tried and liquidated in the
Missouri District Court.

Mr. Dorsey points out that allowing the stay to remain in force
would impose a substantial hardship on Mr. Lindley.  Mr. Lindley
suffered damages as a result of the unlawful termination of his
employment and has not received any redress.  To delay
adjudication would simply augment Mr. Lindley's damages for no
good reason, Mr. Dorsey states.

Mr. Dorsey notes that Mr. Lindley's injuries are real and
substantial.  Mr. Lindley was off work for many months and has
not been able to replace the employment from which he was
wrongfully terminated.

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)


AMERICAN MOULDING: Wants Until March 31 to Decide on Three Leases
-----------------------------------------------------------------
American Moulding and Millwork Company asks the U.S. Bankruptcy
Court for the Eastern District of California to further extend,
until March 31, 2006, the period within which it can assume,
assume and assign, or reject three nonresidential real property
leases.  The Debtor also wants until October 4, 2006, to decide on
a Railroad Property lease.

The Debtor is a tenant under four leases:

      Lessor                            Property Leased
      ------                            ---------------
      Clarence W. Gunter                3307 Lee Avenue Extension
      1812 Cox Moddox Road              Sanford, NC 27330
      Sanford, NC 27332

      Commercial Development Company    751 South Church Street
      1650 Des Peres Road, Suite 303    Goldston, NC
      Saint Louis, MO 63131

      W. M. Summary LLC                 1620 South Third Street
      1600 Morganton Rd. #S-4           Sanford, NC 27330
      Pinehurst, NC 28374

      Union Pacific Railroad            Railroad property in
      12567 Collections Center Drive    Stockton, CA
      Chicago, IL 60693

The extension, the Debtor says, is necessary because the three
property leases in North Carolina are being used to complete the
liquidation of remaining inventory and equipment assets.  Under an  
agreement with Michael Fox International, the Debtor has until
March 31, 2006, to remove the equipment being sold.

Moreover, the Debtor tells the Court that it is currently
attempting to sell the Stockton Railroad Property.  The Debtor
will likely assume the Stockton Lease and assign it to the buyer.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier  
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  Lawyers at Parkinson Phinney represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $17,663,776 in assets
and $18,481,093 in debts.


AMERICAN MOULDING: Wants to Walk Away from Five Equipment Leases
----------------------------------------------------------------
American Moulding and Millwork Company asks the U.S. Bankruptcy
Court for the Eastern District of California for permission to
reject certain equipment leases effective Jan. 25, 2006.

The Debtor tells the Court that it no longer needs the equipment
or the contracts.  The Debtor wants to walk away from these
leases:

Lessor                        Lease #            Location
------                        -------            --------
WOLCO Business Systems, Inc.  Copier Maintenance 2801 West Lane
4603 W. Jennifer              Contract           Stockton, CA
Fresno, CA 93722                                 95204
   

GE Capital Corp.              90132800836        2801 West Lane
                                                 Stockton, CA
                                                 95204

Pitney Bowes Credit Corp.     3795515            2801 West Lane
1313 N. Atlantic, 3rd Fl.                        Stockton, CA
Spokane, WA 99201-2303                           95204

Warren Capital Corporation    431401             751 S. Church St.
505 San Marin Dr., Ste. 240A                     Goldston, NC
Novato, CA 94945                                 27252

US Bancorp Manifest Funding   600-0013617-000    751 S. Church St.
Services                                         Goldston, NC
1450 Channel Parkway                             27252
Marshall, MN 56258

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier  
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  Lawyers at Parkinson Phinney represent the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $17,663,776 in assets
and $18,481,093 in debts.


ANCHOR GLASS: Committee Resolves DIP Loan Dispute with Wachovia
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the U.S. Bankruptcy Court for the
Middle District of Florida to approve a stipulation with Wachovia
Capital Finance Corp.  The stipulation resolves the Committee's
objections over the repayment and Commitment or Facility Fees
associated with the DIP financing.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Committee told the Bankruptcy Court that the $575,000 commitment
fee due to Wachovia is excessive and unreasonable.  Wachovia is
entitled  to a $575,000 commitment fee for arranging a $115
million DIP facility for the Debtors.

                Committee's Stipulation With Wachovia

To settle the issues outstanding between them, the Official
Committee of Unsecured Creditors and Wachovia Capital Finance
Corp. (Central), formerly known as Congress Financial Corporation
(Central), stipulate that:

    (a) Wachovia will transfer $262,500 to an escrow account,
        which will be released on the confirmation date to the
        Debtor's general unsecured creditors with allowed claims;
        and

    (b) Wachovia will retain $25,000, as balance of the Early
        Termination Fee, and $575,000 for the Facility Fee.

Upon remittance of the Settlement Payment, the Committee's
request seeking disallowance of the Wachovia Facility Fee and the
Wachovia Termination Fee, and Wachovia's opposition to the
Committee's Fee Motion will be deemed dismissed with prejudice.

Wachovia will be deemed released from all claims arising from the
DIP Financing Agreements.

Edward J. Peterson III, Esq., at Stichter, Riedel, Blain &
Prosser PA, tells the Court that with the settlement, the
Committee and Wachovia have avoided engaging in expensive
litigation.  The settlement also allows the Committee's and the
Debtor's professionals to focus on the plan process.

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: Court Allows Madeleine's $15.5 Million Reduced Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
allowed Madeleine LLC's claim in the reduced amount of
$15,562,861.

In addition, Judge Paskay authorizes Madeleine to apply and
satisfy its Claim and all obligations due and owing under the
Madeleine Loan Agreement from the Segregated Account.  On
application of the funds, Madeleine will have no further claim
against the Debtor except the contingent indemnification claims in
the Payoff Letter.

Madeleine will hold $350,000 in an Escrow Account.  Judge Paskay
makes it clear that Madeleine will have no beneficial interest in
or claim on the funds in the Escrow Account.  Madeleine will
transfer the funds in the Escrow Account to an account designated
by the Committee or to the Debtor.

As reported in the Troubled Company Reporter on Jan. 26, 2006, the
Debtor is indebted to Madeleine pursuant to a Loan and Security
Agreement dated Feb. 14, 2005.  Madeleine asserted a claim in the
Debtor's case for $15,373,880 as of the Petition Date.  Madeleine
holds a security interest in the Debtor's property, including a
junior security interest on the Debtor's  accounts and inventory,
and certain other collateral.

On Sept. 15, 2005, Debtor executed a payoff letter and tendered to
Madeleine $15,912,861, which included, interest fees and costs.
Madeleine received the Payoff and deposited it in a segregated
account.

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: Court Rejects Metropolitan Life Administrative Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
denied Metropolitan Life Insurance Company's request to compel
Anchor Glass Container Corporation to pay $148,959, in
administrative expense.  The Court denied MetLife's request
because it was not properly served to notice parties.

MetLife provided insurance coverage to the Debtor since the
Petition Date. Gregg P. Hirsch, Esq., associate general counsel of
MetLife, tells the Court that:

     -- MetLife has not been paid for its postpetition services;

     -- there are no set-offs and counterclaims to the liability;
        and;
   
     -- no judgment has been rendered for the amount.

In addition, Mr. Hirsch said, MetLife holds no security interest
for the amount.

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)


ANDROSCOGGIN ENERGY: Judge Kornreich Confirms Second Amended Plan
-----------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine confirmed the Second Amended Chapter 11
Plan of Reorganization filed by Androscoggin Energy LLC.  
Judge Kornreich confirmed the Debtor's Second Amended Plan on
Feb. 15, 2006.

              Summary of Second Amended Plan

The Second Amended Plan calls for the payment of all valid claims
via the distribution of the Debtor's existing cash and the
issuance of 100% of new membership interests in the Reorganized
Debtor to Calpine Northbrook Corporation of Maine, Inc.

As reported in the Troubled Company Reporter on Jan. 13, 2006, the
Debtor's remaining principal assets consist of approximately
$44.2 million in cash and the cogeneration facility.

Pursuant to the Plan, a $2.5 million working capital reserve will
be set up to pay operating expenses and other liabilities of the
reorganized Debtor associated with the ownership and  maintenance
of the cogeneration facility after the effective date.

              Treatment of Claims & Interests

All allowed secured claims of CSFB arising from the Credit
Agreement will be paid in full on the earlier of the effective
date of the Plan or March 30, 2006.

The secured tax claims of the Town of Jay will be paid in full on
the effective date.

Holders of allowed unsecured claims not classified under the Plan
will receive a pro rata share of the Plan Cash and a pro rata
share of the amount, if any, by which the International Paper
Reserve exceeds the International Paper cure amount.

The International Paper Reserve means an amount equal to the
greater of:

    a) the amount distributable on account of all claims of
       International Paper arising out of the rejection of any
       executory contract or unexpired lease, assuming that the
       ESA and the IP Lease are not assumed pursuant to the
       Plan; or

    b) $10 million payable on or before the effective date.

Aside from that, the Debtor will also turn over its 150-megawatt,
natural gas-fired cogeneration facility and $1 million in cash to
International Paper to fully satisfy its $90 million claim.

Calpine Northbrook will receive new membership interests in the
reorganized debtor in exchange for all of its allowed unsecured
claims.

Existing membership interests will be cancelled on the effective
date and interest holders will get nothing under the Plan.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ANDROSCOGGIN ENERGY: Court Denies Panel's Chap. 11 Trustee Motion
-----------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine denied the request of the Official Committee
of Unsecured Creditors in Androscoggin Energy LLC's chapter 11
case to appoint a chapter 11 Trustee or, in the alternative,
convert the Debtor's case to a chapter 7 liquidation proceeding.

Judge Kornreich entered his order on Feb. 15, 2006, ruling that
confirmation of the Debtor's chapter 11 Plan on Feb. 15, 2006,
renders the Committee's motion moot.  

In its request, the Committee alleges that the Debtor has
repeatedly demonstrated its inability or unwillingness to
discharge its fiduciary duties to its creditors by acting solely
at the behest of its controlling insider, Calpine Corporation and
its affiliates, to the exclusion of all other interests of the
estate.

          Committee's Allegations Against the Debtor

  1) The Debtor's proposed Second Amended Plan of
     Reorganization is designed solely to promote and
     protect the interests Calpine Corp. and its affiliates.  
     Calpine Northbrook Corp. of Maine, Inc., (CNC) and
     Androscoggin Energy, Inc., (AEI) are both wholly owned
     subsidiaries of Calpine Corp., are members of the Debtor and
     under the Operating Agreement of the Debtor, CNC is the
     Managing Member.  As both managing member and manager of the
     Debtor, CNC effectively controls the Debtor's business
     operations, its legal affairs and the conduct of
     the its chapter 11 proceedings.

  2) The Debtor has failed to provide for any review, not riddled
     by conflicts of interest, of the claims asserted by Calpine
     and any causes of action against Calpine.  The Debtor has
     also withhold information and blocked access to information
     that it has a fiduciary duty to disclose to its creditors.

  3) The Debtor has engaged in a pattern of intimidation and
     retaliation against the Committee and others designed to
     quell dissent.

  4) The Debtor has mismanaged and risked the loss of a
     potentially valuable benefit to the estate by exploiting a
     settlement with International Paper Company.  The Debtor
     conditioned that settlement on the Plan's confirmation to
     assure that Calpine's claims will be shielded from
     disinterested scrutiny.

  5) The Debtor entered into the International Paper settlement on
     the brink of the plan voting deadline that traded votes for
     allowed claims.  The Debtor did that to assure that major
     creditors look the other way and with no disclosure to the
     other creditors of the merits or magnitude of those claims.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ASARCO LLC: Court Withdraws All Previously Established Bar Dates
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Jan 19,
2006, ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to:

   (a) withdraw any bar date that have been established either
       through a clerk-generated notice, by operation or rule of
       law, or by a prior Court order; and

   (b) extend the time for entities, including governmental
       units, to file proofs of claim.

The general bar date has already been established as Dec. 13,
2005, but the Court withdrew that bar date at the behest of the
City of El Paso.  As for the governmental bar date, some parties
were under the impression that it was set on Feb. 7, 2006.

About 41 Arizona mining industry suppliers support ASARCO LLC's
request to withdraw the Bar Dates.

Clifford B. Altfeld, Esq., at Leonard Felker Altfeld Greenberg &
Battaile PC, in Tucson, Arizona, notes that there has been a
substantial amount of confusion as to the bar date.  One clear
bar date would be in all parties' interest.

                           *     *     *

Judge Schmidt withdraws all previously established deadlines for
the timely filing of proofs of claim.

The Court authorizes the Debtors to seek an order establishing a
date by which creditors must file proofs of claim.

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. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give 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: First Union' Financing Statements Remain Effective
--------------------------------------------------------------
In 2003, First Union Commercial Corporation, now known as
Wachovia Financial Services, Inc., and Bank of New York Capital
Resources Corporation filed Uniform Commercial Code financing
statements with the New Jersey Department of Treasury.

First Union and BNY are parties to certain master equipment
leases with ASARCO, Inc., a New Jersey corporation.  On Feb. 17,
2005, ASARCO, Inc., merged with ASARCO LLC, a Delaware limited
liability company.

Equipment lessors are required to file financing statements with
the Delaware Secretary of State to continue perfection of their
interests and retain the priority of their perfection under the
financing statements.

First Union and BNY assert that their equipment leases are true
leases.

First Union filed updated financing statements on Nov. 1, 2005,
with the New Jersey Treasury Dept., and on Nov. 7, 2005, with the
Delaware Secretary of State.  The new financing statements
contained collateral descriptions identical to the original
financing statement First Union filed in 2003.

First Union and BNY ask the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to lift the automatic stay to
permit them to file updated financing statements with the Delaware
Secretary of State.  In the alternative, First Union and BNY ask
the Court to permit the financing statements filed by First Union
in November 2005 to remain effective.

                    CIT Group & Debtors Respond

The CIT Group/Business Credit, Inc., with the Debtors' support,
asks the Court to deny First Union and BNY's request.

Josiah M. Daniel, Esq., at Vinson & Elkins LLP, in Dallas, Texas,
asserts that First Union and BNY's request is procedurally
defective and without merit.  To seek a declaration that liens
extend to after-acquired collateral, First Union and BNY must
file an adversary proceeding, not a lift stay motion, Mr. Daniel
avers.

Furthermore, First Union and BNY are permitted to continue the
perfection of their security interests without seeking relief
from the automatic stay because acts to continue perfection of a
prepetition lien are exempted from the automatic stay, Mr. Daniel
points out.

However, Mr. Daniel asserts, First Union and BNY are not allowed
to expand their security interests to include collateral acquired
from and after Feb. 17, 2005, by filing postpetition UCC-1s.

                           *     *     *

Judge Schmidt modifies the automatic stay to allow:

    a. First Union's November 2005 updated financing statements to
       remain effective, to the extent they were ever effective;

    b. First Union and BNY to file financing statements; and

    c. First Union to amend its financing statement filings to
       recognize its change of name to Wachovia Financial.

If First Union or BNY lost any rights in collateral after the
Petition Date, the filings of the updated financing statements
revive those rights.

The filing of the postpetition financing statements will not
affect ASARCO's, the Official Committee of Unsecured Creditors'
or CIT Group's right to challenge the validity, priority or
extent of the liens and security interests of First Union or BNY.

Judge Schmidt clarifies that First Union and BNY are not allowed
to obtain a lien priority position in the equipment or other
collateral better than they had on the Petition Date.  Instead,
the filing of the financing statements only allows First Union
and BNY to continue the perfection of their prepetition liens and
security interests as they existed on the Petition Date.

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. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give 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: Has Until May 8 to Remove Civil Actions
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi extended ASARCO LLC's deadline to remove civil
actions, through and including May 8, 2006.

As previously reported in the Troubled Company Reporter on Jan.
19, 2006, the Debtors need additional time to review certain
lawsuits to
determine whether removal of the various cases is in the best
interest of the bankruptcy estate, Jack L. Kinzie, Esq., at Baker
Botts LLP, in Dallas, Texas, asserts.

The Debtors are parties in numerous lawsuits in various state and
federal courts.  The issues involved in many of these lawsuits
are complex and many require individual analysis of each case.  

The extension of the deadline will aid the efficient and
economical administration of the estates, Mr. Kinzie maintains.

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. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give 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).


AUSTIN COMPANY: Has Until May 14 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended, until May 14, 2006, the period within which The Austin
Company and its debtor-affiliates have the exclusive right to file
a chapter 11 plan.  The Court also extended the Debtors' period to
solicit acceptances of that plan to July 14, 2006.

As reported in the Troubled Company Reporter on Jan. 6, 2006, the
Debtors asked for the extension explaining that their time and
effort has been focused on stabilizing their business operations
and the sale of a substantial portion of their assets to Kajima
U.S.A. Inc.

Given the volume of activity in these cases, the Debtors say that
they haven't had the opportunity to develop and finalize a plan of
reorganization or discuss the terms of a plan with the Official
Committee of Unsecured Creditors and the U.S. Trustee

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of  
in-house architectural, engineering, design-build, construction  
management and consulting services.  The Company also offers  
value-added strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for  
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead  
Case No. 05-93363).  Christine M. Pierpont, Esq., at Squire,  
Sanders & Dempsey, LLP, represents the Debtors in their  
restructuring efforts.  M. Colette Gibbons, Esq., and Victoria E.  
Powers, Esq., at Schottenstein Zox & Dunn Co., LPA, represent the  
Official Committee of Unsecured Creditors.  When the Debtors filed  
for protection from their creditors, they estimated assets and  
debts between $10 million to $50 million.  


AVATECH SOLUTIONS: Equity Deficit Tops $300,000 at December 31
--------------------------------------------------------------
Avatech Solutions, Inc. (OTCBB:AVSO.OB) delivered its financial
results for the second quarter ended Dec. 31, 2005, to the
Securities and Exchange Commission on Feb. 14, 2006.

The Company reported net income of $805,000 for the three months
ended December 31, 2005, compared with income of $9,000 for the
same period in 2004.  Total revenues for the quarter were
approximately $9.5 million, a 16% increase over revenues for the
second quarter of 2004.  

"We continue to make improvements in all parts of our business and
are very pleased with reporting our fifth consecutive quarter of
profitability," said Avatech CEO Scotty Walsh.  In addition to our
healthy revenue growth, our profit margins have been increasing
and the services side of our business continues to expand.  We
continue to invest in our growth and are very optimistic about the
Company's outlook for the future," continued Walsh.  "While we are
currently ahead of the plan that we have developed for Avatech for
this year, we fully expect to continue to grow both our revenues
and our earnings through improved productivity, by reinforcing our
industry-focused company alignment and by continuing our
commitment to deliver outstanding products and service to our
customers."

In addition to the profitable results that the Company has been
experiencing, Avatech has recently opened a new office in Houston,
Texas, embarked on an aggressive hiring plan to add new sales and
technical personnel, and has completed a restructuring of its debt
which will provide the capital necessary to continue to execute
its growth strategy. "As one of the largest integrators of
Autodesk products worldwide, we are taking advantage of the strong
demand for our solutions while we are making the investments in
our organization that we believe will pay off in the years to
come," added Walsh.

Avatech's stock closed on February 13 at $2.05 per share, more
than four times the $0.50 closing price on June 30, 2005, the
Company's fiscal year end.

As of Dec. 31, 2005, the Company's balance sheet showed $8,304,000
in total assets and $8,607,000 in liabilities, resulting in a
stockholders deficit of $303,000.  At Dec. 31, 2005, the company
had an accumulated deficit of $7.3 million.

A full-text copy of the Company's quarterly report for the period
ended Dec. 31, 2005, is available for free at:

            http://researcharchives.com/t/s?5a9

Headquartered in Owings Mills, Maryland, Avatech Solutions, Inc. -
- http://www.avatech.com/-- is the recognized leader in design  
and engineering technology with unparalleled expertise in design
automation, data management and process optimization for the
manufacturing, engineering, building design and facilities
management markets.  The company specializes in consulting,
software systems integration and implementation, standards
development and deployment, education, and technical support.
Avatech is one of the largest integrators of Autodesk software
worldwide and a leading provider of PLM solutions.  The company's
clients include industry leaders from Fortune 500 and Engineering
News Record's Top 100 companies.


BECKMAN COULTER: Reports Fourth Quarter & Full-Year Fin'l Results
-----------------------------------------------------------------
Beckman Coulter, Inc. (NYSE:BEC), disclosed its fourth quarter and
year ended December 31, 2005, results.

Sales of $655.5 million in the fourth quarter were impacted by a
faster than anticipated customer shift to operating-type leases.    
The company estimates that sales increased about 5% in the quarter
after normalizing 2004 and 2005 sales for lease-type mix and
currency.  

Worldwide consumables sales in the fourth quarter were up 12.0%.  
Acquisitions contributed 3.9% to this growth rate.  Consumable
gains were led by an increase of nearly 24% in Accessa immunoassay
consumables.

Geographically, sales in the US were down 12.4% while
international sales, impacted less severely by the leasing policy
change, were up 4.6% in constant currency.  Revenues in Europe
were up 7.3%, led by continued strength in dealer markets.  
Southeast Asia and China grew in double-digits.  Market weakness
in Germany and Japan continued to constrain overall growth of
international sales.

Gross margins were favorably impacted by a shift in the revenue
mix to more aftermarket sales.  Operating benefits from the
leasing policy change allowed management to target a reduction of
inventory.  The success of this initiative drove higher than
expected cash flow but also resulted in unfavorable manufacturing
absorption.  The negative absorption along with continued
investment in service, higher costs for freight and the impact of
inventory write-offs as a result of the Company's reorganization,
more than offset the contribution from the shift to more
aftermarket sales.  The result was a decline in the gross profit
margin by about 70 basis points to 45.1% of sales.

Operating income for the quarter was $5.9 million after
$48.5 million in special charges, comprised of $35.1 million for
restructuring and $13.4 million for non-cash write-offs related to
impaired assets and inventory.  Write-offs included two lower
priority investments in the Cellular product area, an immunoassay
license, and certain non-core product lines in Discovery and
Automation.  Before special charges, operating income was
$54.4 million or 8.3% of sales, down 470 basis points due to the
decrease in gross margin, the effect of lower reported sales from
the leasing policy change relative to the required support
infrastructure and an increased investment in research and
development.

Scott Garrett, president and CEO commented, "Relative to our
outlook, customers adopted operating-type leases faster in the
quarter than our outlook contemplated trimming reported sales by
$4 million more than we had projected.  Adding this amount back to
sales puts us within our outlook range.  Consumables growth is on
track, with robust performance in the Access immunoassay product
line.  Placements of our industry leading platforms continued to
be strong, led by large hematology systems and the new UniCel(R)
DxC family of chemistry analyzers."

                    Full Year 2005 Discussion

Sales for full year 2005 were $2,443.8 million, up 1.5% over prior
year or 0.6% in constant currency.   When normalizing 2004 and
2005 sales for lease-type mix and currency, full year sales would
have increased about 5%.  International sales were up 7.5% in
constant currency, with Europe up 10% on the strength of rapid
market penetration with Immunoassay systems.

On a worldwide basis, consumables revenue grew 10.4%.  The
Agencourt and DSL acquisitions contributed 1.5% to this growth
rate.

Autochemistry unit placements set a record and were up 18% over
the prior year.  The UniCel(R) DxC 600 and 800 platforms led the
way and about one-third of these newly introduced chemistry
systems displaced competitive installations.   Placements of large
hematology systems grew 12% and placements of immunoassay
analyzers maintained the strong pace established in 2004.   In the
Discovery and Automation product area, placements of High
Performance and Ultra Centrifuges combined were up nearly 15%.   
Beckman Coulter continued to grow its installed base in clinical
automation, regaining momentum in the second half.

Gross profit margin was 46.1%, down 105 basis points relative to
prior year.  Gross margins were favorably impacted by currency and
a shift in the revenue mix to more aftermarket sales.  This was
more than offset by higher costs for service, freight, new product
support, lower absorption, and inventory adjustments relating to
certain discontinued products.

Operating income for the year was $205.7 million.  Before special
charges operating income was $280.4 million or 11.5% of sales down
220 basis points from prior year due to a decrease in gross
margin, the effect of lower reported sales from the leasing policy
change relative to the required support infrastructure and an
increased investment in research and development.  Improvements in
non-operating expenses and a favorable tax rate contributed to
earnings per fully diluted share of $2.32.  Excluding special
charges, earnings per fully diluted share were $3.02.  The tax
rate for the year reflects a favorable geographic mix of profits,
IRS settlements, the realization of tax credits including those
from the American Jobs Creation Act and the reversal of valuation
allowances for certain deferred tax assets.

Cash flow from operations was $420 million compared to
$267 million in 2004.  Free cash flow rose by $68 million to
$176 million, driven by better working capital management and
lower pension contributions. These cash flows were used to fund
the $70 million increased investment in capital expenditures for
the shift to operating-type leases and to pay down about two-
thirds of the nearly $245 million invested in the two acquisitions
made during the year.

Scott Garrett commented, "Our business fundamentals are solid.  We
accelerated placements of platforms across our major product
areas, which will be a primary driver for consumables growth in
the future.   Going forward, the company will be reporting
recurring revenue each quarter, consisting of supplies, test kits,
service and operating-type lease payments.   As our operating-type
lease model approaches equilibrium over the next few years, the
recurring revenue stream should reach 80% of our overall sales
compared to 67% in 2004 and 72% in 2005."

                       Restructuring Update

Operating income for 2005 was $205.7 million after $62.7 million
in special charges, comprised of $36.0 million for restructuring
and $26.7 million in non-cash write offs of impaired assets and
inventory.  As expected, the company has already begun to realize
benefits from the restructuring with about $2 million in run-rate
savings in the fourth quarter. In further actions, Beckman Coulter
has initiated steps to outsource more of its subassembly
manufacturing.  Consolidation of additional component operations
along with other supply chain management opportunities are being
developed and should be implemented throughout 2006 and into 2007.  
These actions are anticipated to result in additional charges of
approximately $23 million over the course of the year.  In
addition, the company expects to sell two parcels of land and to
close three minor facilities.  The gain from these asset sales
should largely offset any restructure charge taken in 2006,
although not necessarily in the same quarter.  The company
continues to expect restructuring related benefits of $15 million
in 2006, largely in the second half of the year.  Anticipated
benefits in 2007, previously estimated at $20 million, have been
increased to $25 million. Benefits in 2008 and beyond, previously
estimated at $25 million, are now expected to be $30 million.

                          2006 Outlook

The company is reaffirming its November 2, 2005, outlook.  
Assuming stable currency, 2006 sales should be in the range of
$2,525 to $2,600 million.  Continued market share gains and
revenues from a strong stream of consumables should allow sales to
increase across all product areas.  Chemistry sales should be in
the range of $690 to $710 million; Cellular, $790 to $810 million;
Immunoassay, $490 to $520 million; and Discovery and Automation,
$550 to $570 million.  Growth in consumables should be above 10%.  
Quarter-over-quarter comparisons on an "as reported" basis should
again become meaningful in the fourth quarter of 2006.

Operating income margin should be between 11.0 and 11.5%.  This
includes the impact of the adoption of FAS 123R, which expenses
employee stock options and is expected to trim the margin by
about 90 basis points.  Non-operating expenses should be about
$45 million.  The tax rate should be 25 to 26%, but could
fluctuate quarterly based on geographic profit mix.  

Operating cash flow is expected to be about $375 million and free
cash flow for the year should be at least $50 million after
investing about $325 million invested in capital expenditures.  
The free cash flow outlook includes planned contributions to the
pension plan and an offsetting sale of lease receivables.

Said Mr. Garrett, "Growth in 2006 will be led by the continuing
strength of our DxC 600 and 800 Autochemistry platforms and
placements of UniCel(R) DxI 800 immunoassay systems.  In total, we
expect additions to our installed base to equal the gains realized
in 2005.  Additionally, we will have the full year benefit of our
two recent acquisitions and expect them to contribute $40 million
to $50 million in incremental revenue.

"Furthermore, our pipeline of new products continues to lead the
industry.  We recently submitted our DxC 600i, a new chemistry-
immunoassay work cell, for clearance by the FDA and expect to
begin delivering the product by mid-year.  This second-generation
work cell will be the most capable in the market with a menu of
more than 150 tests available at launch.  It will be followed by
yet another new chemistry-immunoassay work cell, the ultra fast
DxC 800i.  Additionally, we continue to advance the state-of-the-
art in clinical automation by introducing successive generations
incorporating significant customer workflow benefits. The next
system in this progression will come in the second half with the
release of the AutoMate(TM) 800 sample processor."

Total company sales for the first quarter should be $555 million
to $575 million. Operating income margin should be 7% to 8%
including the impact of FAS 123R, which is expected to trim about
90 basis points.  Non-operating expenses should be approximately
$10 million.  

Mr. Garrett concluded, "Our company has built a tremendous record
of innovation.  We have superior brand equity, a highly capable
workforce and loyal customers around the world.  We are confident
we are building on our leadership in biomedical testing."

Headquartered in Fullerton, California, Beckman Coulter, Inc. --
http://www.beckmancoulter.com/manufactures biomedical testing  
instrument systems, tests and supplies that simplify and automate
laboratory processes.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Moody's Investors Service confirmed these ratings for Beckman
Coulter:

    * $500 Million Universal Shelf Registration (Senior and
      Subordinate); (P)Baa3/(P)Ba1

    * $240 Million 7.45% Senior Notes due 2008; Baa3

    * $235 Million 6.875% Senior Notes due 2011; Baa3

    * $100 Million 7.05% Senior Debentures due 2026; Baa3

concluding a rating review for possible upgrade initiated
on May 25, 2005.  Moodys says the outlook on Beckman's ratings is
stable.


BEVERLY ENTERPRISES: Fillmore Merger Cues Fitch to Affirm Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed and removed from Rating Watch Evolving
these ratings of Beverly Enterprises, Inc.:

   -- Secured bank facility 'BB';
   -- Issuer Default Rating 'BB-';
   -- Senior secured subordinated notes 'B+'; and
   -- Senior subordinated convertible notes 'B+'.

Further, Fitch withdrew these ratings on Beverly following the
shareholder vote to sell the company to Fillmore Capital Partners,
L.L.C.


BLOUNT INT'L: Equity Deficit Narrows to $145.18 Mil. at Dec. 31
---------------------------------------------------------------
Blount International, Inc. [NYSE: BLT], disclosed financial
results for the fourth quarter and year ended December 31, 2005.

                        Full Year Results

Sales in 2005 were $756.6 million compared to $692.6 million
in 2004, a 9.2% increase. Operating income in 2005 was
$120.9 million, a 5.8% increase from 2004.  The sales and
operating income results for 2005 represent record levels for the
Company's continuing operations.  During 2005, the Company also
reduced debt outstanding by $86.5 million.

Net income in 2005 was $106.6 million compared to 2004 net income
of $6.3 million.  Net income includes a $23.3 million benefit
for income taxes.  This income tax benefit reflects the reversal
of most of the Company's deferred income tax valuation allowance
in the fourth quarter.  The 2005 net income also included
$3.0 million expense for the early extinguishment of debt and
$2.3 million of other income for the settlement of a legal matter.
Net income in 2004 included a non-recurring charge of
$42.8 million related to refinancing and $3.9 million in other
income related to the settlement of a previous legal matter.

Commenting on the 2005 results, James S. Osterman, Chairman and
Chief Executive Officer, stated, "We finished 2005 with solid
operating results.  Sales, operating income and net income
exceeded the high end of our expectations for the fourth quarter.  
Additionally, with debt repayments during the year totaling
$86.5 million, we achieved our debt to EBITDA target of less than
three times, ahead of the goal we set for doing so.  Our two
largest segments achieved record revenue levels, and the Outdoor
Products segment also achieved a record level of profitability.   
The reversal of the income tax valuation allowance in the fourth
quarter reflects our view that we will now be able to sustain
higher profitability levels in future years given our stronger
operating performance and improved capital structure."

         Results for the Quarter Ended December 31, 2005

Sales for the fourth quarter of 2005 were $190.9 million, a 3.7%
increase from $184.1 million in last year's fourth quarter.  
Operating income increased to $30.8 million from $27.5 million in
last year's fourth quarter, a 12.1 % increase.

Net income was $56.2 million compared to $22.0 million in last
year's fourth quarter.  This year's net income was positively
impacted by the reversal of the majority of the income tax
valuation allowance for federal and state income taxes as
management has determined that it is now more likely than not that
the Company will be able to realize benefits from most of its
deferred tax assets.  The reversal of the valuation allowance
is included in the fourth quarter income tax benefit of
$33.7 million.  Also included in this year's fourth quarter were
$2.3 million of other income related to the settlement of a legal
matter and $1.3 million of expense related to the early
extinguishment of debt.  In 2004, fourth quarter net income
included other income of $3.9 million for the settlement of
another separate legal matter.

                     2006 Financial Outlook

The coming year is expected to be one of continued growth for the
Company.  The Company estimates that for the full year, sales and
segment contribution will increase between 6% and 8% from 2005.   
Operating income is estimated to range between $126 million and
$130 million, inclusive of $3.0 to $4.0 million of estimated
incremental expense related to the Company's implementation of new
stock option expensing requirements.  The company expects to
generate $50 to $55 million of free cash flow during 2006 and make
further reductions in debt.  The Company's effective income tax
rate in 2006 is estimated to range between 37% and 39%, with cash
tax payments approximating 2005's total of $14.3 million.

The sales growth rate of the Industrial and Power Equipment
Segment is estimated to be between 8% and 9%, as continued gains
are anticipated to be made in international markets.  The Outdoor
Products segment sales growth for 2006 is estimated to be between
6% and 7%, with about 2% of this growth generated by the expansion
of the ICS concrete-cutting product line.  Total segment
contribution margins are estimated to be maintained at 18% of
sales, as year over year improvements will be limited given the
current outlook for foreign currency rates and steel costs.

                      Adjusted 2005 Results

Due to the significance of the income tax benefit recorded in the
fourth quarter, the Company is providing adjusted net income for
2005.   Adjusted net income for the fourth quarter and full year
of 2005 was $18.1 million and $70.6 million.  This presentation of
adjusted net income is consistent with the guidance we provided
during our previous earnings call in November.  Adjusted net
income excludes the impact of the income tax benefit, debt
extinguishment costs and other income from a legal settlement.   
This presentation reflects a 16% income tax rate, a rate that the
Company provided in its earlier guidance, which approximates the
rate of cash taxes paid in 2005.  

Blount International, Inc. -- http://www.blount.com/-- is a  
diversified international company operating in three principal
business segments:  Outdoor Products, Industrial and Power
Equipment and Lawnmower.  Blount sells its products in more than
100 countries around the world.  

As of December 31, 2005, the Company' equity deficit narrowed to
$145,187,000 from a $256,154,000 deficit at December 31, 2004.

Blount and its affiliates are parties to:

    -- a revolving credit facility of up to $100.0 million;

    -- a $4.9 million Canadian term loan facility;

    -- a $265.0 million term B loan facility; and

    -- a $50.0 million second collateral institutional loan
       facility;

following a series of refinancing transactions executed on
August 9, 2004.  Moody's Investor Services assigned its B1 rating
to the loan facilities on June 13, 2005, and Standard & Poor's
Ratings Service put a B+ rating on the loans when it reviewed them
on Aug. 9, 2004.


BOMBARDIER INC: S&P Affirms BB Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Bombardier Inc. and its subsidiaries, including the 'BB' long-term
corporate credit rating, following a review of the company's
performance in 2005 and expected performance during the next few
years.  The outlook is negative.
     
The ratings on Bombardier reflect:

   * the competitive and operating challenges facing its
     commercial aircraft business;

   * the company's volatile and somewhat unpredictable operating
     cash flows; and

   * the marginal profitability of its transportation division.

The ratings are supported by:

   * the company's business aircraft segment;

   * its relatively low capital expenditure requirements in the
     next few years; and

   * its financial policies that are focused on restoring balance-
     sheet strength.
     
"Despite weakness in the commercial aerospace division,
Bombardier's overall performance in 2005 was consistent with our
expectations," said Standard & Poor's analyst Kenton Freitag.
"Although continued uncertainty in the airline sector points to
continued weakness in the commercial division, we expect good
performance from its business jet division may compensate and
assist in stabilizing year-over-year performance in 2006," he
continued.  
     
Bombardier's regional aircraft division continues to struggle and
Standard & Poor's anticipates that its performance will continue
to suffer in the current fiscal year.  The company's backlog is
weak and the rating agency expects that production will continue
to decline in 2006.  

Margins on the regional jets that are being delivered are under
pressure due to a combination of:

   * adverse currency movements;

   * high levels of provisioning on sales support; and

   * high labor costs in relation to its primary competitor,
     Brazilian manufacturer Embraer (BBB-/Stable/--).

The outlook continues to be dim as the prospects for the U.S.
airline industry, Bombardier's principal market for regional jets,
remain unsettled.  The company's turboprop division is providing
some offset to this weakness with a better backlog and less
exposure to the U.S. airline industry.  Nevertheless, it is not
currently clear when the overall performance from this division
will stabilize.  
     
Industry conditions for the business aircraft segment in 2005 were
stronger than Standard & Poor's anticipated and the outlook for
2006 is more positive than the rating agency had previously
factored into our ratings.  Bombardier's business aircraft
division has a modern, competitive product line and is benefiting
from increased deliveries and a strengthened backlog.  Standard &
Poor's believes that this strength, combined with reduced costs
related to the C-series suspension, could compensate for the
weakness in the commercial aerospace segment and allow for stable
overall aerospace segment operating margins and free cash
contributions as compared with the previous fiscal year.
Nevertheless, the business aircraft industry is very cyclical, and
Standard & Poor's remains concerned that prospects could turn
before the company has stabilized performance at its commercial
division.
     
The outlook is negative.  The ratings could be lowered if S&P came
to believe that Bombardier's free cash generation would not be at
positive levels in the next few years or if margin levels
deteriorated in either of its two primary segments.  

A return to a stable outlook would primarily require an
improvement in prospects for the commercial aerospace business
while maintaining current performance in the business jet and
transportation divisions.  It is unlikely that Standard & Poor's
would consider returning the outlook to stable until later this
year.


BON-TON STORES: Plans to Offer $525MM of Senior Notes due 2014
--------------------------------------------------------------
The Bon-Ton Stores, Inc. (NASDAQ:BONT) intends to offer, through
its subsidiary The Bon-Ton Department Stores, Inc., $525 million
in aggregate principal amount of senior notes due 2014 in a
private placement, subject to market and other conditions.  The
notes are to be guaranteed on a senior unsecured basis by The
Bon-Ton Stores, Inc. and each of its direct and indirect
subsidiaries, other than The Bon-Ton Department Stores, Inc., that
is a borrower or guarantor under a proposed new senior secured
credit facility into which certain operating subsidiaries will
enter in connection with the Company's acquisition of the Northern
Department Store Group of Saks Incorporated.

The Company expects that the offering, which is conditioned upon
the acquisition of the Northern Department Store Group, are to be
completed in early March 2006.  The net proceeds of the offering,
together with borrowings under the proposed new senior secured
credit facility and a proposed new mortgage loan facility, will be
used to:

     * finance the Company's acquisition of the Northern
       Department Store Group,

     * repay the existing senior secured credit facility and

     * pay fees and expenses related to the acquisition, the
       issuance of the notes and the new credit and loan
       facilities.

The notes will be offered and sold in the United States only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 and outside the United States to non-United
States persons in compliance with Regulation S under the
Securities Act.  The notes have not been registered under the
Securities Act and may not be offered or sold within the United
States, or to, or for the account or benefit of, United States
persons absent such registration, except pursuant to an exemption
from, or in a transaction not subject to, such registration
requirement.

Headquartered in York, Pennsylvania, The Bon-Ton Stores, Inc. --
http://www.bonton.com/-- is a regional department store chain  
operating 139 department stores and two furniture stores in 16
states from the Northeast to the Midwest under the Bon-Ton and
Elder-Beerman names.  The Company's stores offer quality branded
opening, moderate and better priced merchandise in apparel,
cosmetics, shoes, accessories and distinctive home fashions, as
well as exclusive private-label merchandise.  The Bon-Ton carves
out and maintains a niche in smaller markets, attracting customers
seeking fashion-right merchandise at competitive prices.  The
Company provides an upscale presentation and a high level of
service with the convenience of local shopping.


BON-TON STORES: Moody's Assigns B2 Rating to $525 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to The Bon
-Ton Stores, Inc.  The ratings are being assigned in connection
with the proposed acquisition of 142 stores operated by the
Northern Department Store Group of Saks Incorporated.

These ratings are assigned:

   * Corporate family rating at B1;

   * $525 million of senior unsecured guaranteed notes at B2;

   * Speculative grade liquidity rating at SGL-2.

The outlook is stable.

On Oct. 31, 2005, Bon-Ton announced that it had entered into an
agreement with Saks Incorporated to purchase 142 stores located in
twelve states operated by its Northern Department Store Group for
approximately $1.1 billion in cash.  The transaction will be
financed with the proceeds of the $525 million senior unsecured
notes offering, the $260 million mortgage facility, as well as
borrowings under the company's new $1.0 billion asset based
revolving credit agreement, which is unrated.  The new $1.0
billion asset based revolver will replace the company's existing
credit facility.

The ratings are constrained by the combined company's competitive
position in the department store industry where it competes
against numerous larger and better capitalized companies, notably,
Kohl's, JC Penney, and Sears.  The ratings are also constrained by
the continued challenges the department store industry faces as
the discounters, Wal-Mart and Target, continue to grow apparel
sales.

Moody's expects the competitive environment will remain
challenging for Bon-Ton as JC Penney continues to strengthen,
Kohl's continues to roll out stores, and Wal-Mart increases its
focus on apparel.  In addition, the rating reflects the amount of
leverage pro-forma for the acquisition and the recent weak
operating performance at the heritage Bon-Ton.

Pro forma for the transaction, Moody's estimates Debt/EBITDA to be
approximately 5.4x for the fiscal year ended Jan. 28, 2006.
Moody's expects that there will be a minimal reduction in funded
debt over the next twelve months.  The ratings are supported by
the combined entity's good liquidity and free cash flow
generation, its focus on secondary markets which allow for a lower
cost structure, its ability to work with its vendors to minimize
product cross-over with its direct competitors as well as to carry
branded cosmetics not available at its competitors, and the
support that its proprietary credit card provides for sales.

The ratings also consider the good geographic and strategic fit of
combining Bon-Ton and the Northern Department Store Group. Bon-Ton
and the Northern Department Store Group have almost no geographic
overlap and currently are executing similar business models in
secondary geographic markets.  The acquisition will provide Bon-
Ton with increased size and scale which will strengthen its
ability to negotiate with vendors for additional exclusive
merchandise.  However, the ratings also incorporate the execution
risk associated with this very significant acquisition. While Bon-
Ton has previously acquired and successfully integrated Elder-
Beerman, the Northern Department Group is a much larger
acquisition with 142 stores and $2.2 billion of revenues.

The stable outlook reflects the company's good liquidity and the
stronger platform that the combination should provide to withstand
competitive pressures.  A positive outlook could be assigned
should there be evidence that the company can hold its own as the
competitive environment shifts, as well as an improvement in
operating performance or a reduction in debt that causes
Debt/EBITDA to be sustained below 5.0x.  Negative rating pressure
would develop should Debt/EBITDA rise to 6.0x.  Ratings could move
downward should the company's liquidity deteriorate or should
operating performance deteriorate causing Debt/EBITDA to rise
above 6.25x or EBIT coverage to fall below 1.25x.

The proposed senior unsecured notes are guaranteed by certain
domestic subsidiaries of Bon Ton.  The senior notes are rated one
notch below the corporate family rating reflecting their junior
position compared to the mortgage loans as well as to the $1.0
billion asset based revolving credit facility that is secured by
certain assets of the company and benefits from the cash flow of
the subsidiaries.  In addition, the rating on the senior notes
reflects their size and scale relative to the total capital
structure.  The senior notes are subordinated to the asset based
facility since the asset based facility is secured by all assets
of the co-borrowers and guarantors as well as by the co-borrower
structure of the asset based facility.  The domestic operating
subsidiaries of Bon Ton are co-borrowers under the asset based
facility which places this facility ahead of the guarantees
provided to the senior notes.

The speculative grade liquidity rating of SGL-2 represents good
liquidity.  The company's internally generated cash flow combined
with seasonal borrowings under the revolver will be sufficient to
fund its working capital and capital expenditures requirements.
The company's $1.0 billion secured asset based revolving credit
facility will be used in part to finance the acquisition and going
forward for seasonal borrowings and letters of credit.  The credit
agreement is only subject to one financial covenant, a minimum
excess availability of $75 million.  Moody's expects the company
to be able to comply with this covenant with ample cushion.

The Bon-Ton Stores, Inc., headquartered in York, Pennsylvania, is
a regional department store chain that currently operates 137
stores in 16 Northeastern and Midwestern states under the Bon-Ton
and Elder-Beerman nameplates.  The Northern Department Store Group
operates 142 stores in the Midwest and Great Plains regions under
the nameplates; Bergner's, Boston Store, Carson Pirie Scott,
Herberger's, and Younkers.  Pro forma for the acquisition revenues
for the LTM period ended Oct. 29, 2005, were approximately $3.5
billion.


BON-TON STORES: S&P Rates Proposed $525 Million Sr. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to The Bon-Ton Stores Inc.  At the same time,
Standard & Poor's assigned its 'B-' rating to the company's
proposed $525 million eight-year senior unsecured notes.  These
notes will be issued by its subsidiary, The Bon-Ton Department
Stores Inc., under rule 144A and will have future registration
rights.  The two-notch differential takes into account the
relatively large amount of secured debt in the capital structure.
The outlook is stable.
      
"The speculative-grade ratings reflect the business and financial
challenges that this department store operator will now have,"
said Standard & Poor's credit analyst Gerald A. Hirschberg, "after
its $1.1 billion acquisition of the Northern Department Store
Group (NDSG) from Saks Inc."

Bon-Ton is substantially expanding its scope of operations with
this purchase; it will again more than double its size and extend
its geographic presence into the Great Plains and into additional
Midwestern markets.  The combined company will have about 280
stores in mostly small-to-midsize secondary markets and have
annual revenue of approximately $3.5 billion.

"We expect that Bon-Ton should be able to achieve cost savings
from the acquisition," added Mr. Hirschberg, "and to also realize
at least some of the gross margin potential from NDSG's better
developed private label program."

However, sales growth is likely to be very limited, given the
highly competitive nature of the department store sector, and
productivity measures -- including same-store sales, sales per
square foot, and operating margins -- will probably remain subpar.


CALPINE CORP: Gets Final Order to Use Existing Business Forms
-------------------------------------------------------------
To minimize expenses to the estates, Calpine Corporation and its
debtor-affiliates sought and obtained the U.S. Bankruptcy Court
for the Southern District of New York's permission, on an interim
basis, to continue using existing correspondence and other
business forms without the legend "debtor in possession" or other
similar legend.

The Debtors also obtained authorization to use, to the extent any
exists, their existing check stock, provided, however, that as
soon as practicable, the Debtors will manually imprint the legend
"debtor in possession" on existing checks.  

By virtue of the nature and scope of the Debtors' business
operations and the large number of suppliers of goods and
services with whom the Debtors deal on a regular basis, Richard
M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, says it is
important that the Debtors be permitted to continue to use their
existing checks and other business forms without alteration or
change.

Mr. Cieri notes that because parties doing business with the
Debtors will be aware of the Debtors' status as a debtor-in-
possession because of the large and highly publicized nature of
these chapter 11 cases, changing business forms is unnecessary
and unduly burdensome.   

The Honorable Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York directs the Debtors to obtain new
check stock and business forms stock reflecting their status as
debtors-in-possession upon depletion of the current check stock
and business forms stock.

                        *     *     *

The Court grants the Debtors' request on a final basis.  The
Debtors are authorized to continue to use their existing
correspondence and other business forms, which forms will not be
required to include the legend "Debtor in Possession" or other
similar legend.

The Debtors also are authorized to continue to use their existing
check stock, provided, however, that as soon as practicable, the
Debtors will manually imprint the legend "debtor in possession"
on existing checks.

Upon depletion of the Debtors' check stock or business forms
stock, the Debtors are directed to obtain new check stock or
business forms stock reflecting their status as debtors-in-
possession.

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)


CARAUSTAR INDUSTRIES: Incurs $35.6 Million Net Loss in 4th Quarter
------------------------------------------------------------------
Caraustar Industries, Inc. (NASDAQ-NMS Symbol: CSAR) reported
$211.0 million in sales from continuing operations for the fourth
quarter ended December 31, 2005, compared to $211.7 million in
sales for the same quarter in 2004.  

Loss from continuing operations for the fourth quarter of 2005 was
$35.6 million compared to 2004 fourth quarter net income from
continuing operations of $8.4 million, or $0.29 per share.  The
fourth quarter 2005 and 2004 results from continuing operations
included restructuring and impairment costs of approximately $40.3
million and $2.2 million.  Also included in the fourth quarter
2004 was a $10.3 million gain from the sale of real estate.  The
fourth quarter 2005 included an impairment charge of approximately
$39.3 million related to impairment of goodwill in the Custom
Packaging Group resulting from the exit of the coated recycled
paperboard business.  

The $52.8 million decline in pre-tax operating results was
primarily attributable to higher restructuring and impairment
costs, higher energy and freight costs, partially offset by lower
fiber costs and a $1.1 million increase in equity in income of
unconsolidated affiliates.

Mill volume, excluding joint ventures and discontinued operations,
for the fourth quarter of 2005 decreased approximately 2.6
thousand tons compared to the same quarter last year, as demand
was relatively comparable across all paperboard grades.  Gypsum
facing paper at the company's 50-percent owned unconsolidated
Premier Boxboard Limited LLC (PBL) joint venture increased in
volume by 22.5 percent over fourth quarter 2004.

                  Year ended December 31, 2005

For the year ended December 31, 2005, sales from continuing
operations were $862.4 million, a decrease of 1.0 percent from
sales of $871.5 million in 2004.  Loss per share from continuing
operations was $1.09 for the year ended December 31, 2005,
including approximately $1.33 in restructuring and impairment
costs.  

The $41.4 million decline in pre-tax operating results was
primarily attributable to higher restructuring and impairment
costs, higher energy and freight costs, partially offset by higher
mill selling prices and an $11.8 million increase in equity in
income of unconsolidated affiliates.  Strong pricing and volume
growth in the two joint ventures were more than offset by lower
sales, higher energy, freight and selling, general and
administrative costs in the consolidated group for the year ended
December 31, 2005.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "We reported positive results for both
fourth quarter and the full-year 2005 after considering
restructuring costs and discontinued operations.  While volumes
continued reasonably strong in the seasonally lower fourth
quarter, we are still challenged by high fuel and energy costs
which were up about $18 per mill ton versus the same quarter last
year and $10 per mill ton when compared to the third quarter of
2005.  As a result of the continued high energy costs, we recently
announced a $40 per ton price increase on uncoated recycled
boxboard, which includes the conversion of a previously
implemented $25 per ton energy surcharge.  Our mill group operated
at 92.7 percent in the fourth quarter while the industry operated
at 91.8 percent of capacity.

"As announced in January, we continue to transform Caraustar into
a leaner, more focused company with emphasis on gypsum facing
paper and uncoated recycled boxboard and converted products.  We
see Caraustar and the industry in a state of major consolidation
and restructuring that we believe will ultimately have a positive
effect on our business."

                         Joint Ventures

Caraustar's 50-percent interest in the PBL mill and the two
Standard Gypsum wallboard manufacturing facilities contributed
$9.5 million and $37.0 million of equity in income of
unconsolidated affiliates for the three-month period and year
ended December 31, 2005, an increase of 12.7 percent and 46.7
percent.  Cash distributions to Caraustar were $39.5 million for
the year ended December 31, 2005, versus $20.3 million for the
same period in 2004.

Subsequent to year end, the company sold its fifty-percent
partnership interest in Standard Gypsum to Temple-Inland, its
joint venture partner, for $150 million plus the assumption
of Caraustar's portion of Standard's debt in the amount of
$28.1 million.  The transaction also eliminated $29.5 million in
letters of credit that guaranteed Caraustar's portion of
Standard's debt and which had reduced availability under
Caraustar's revolving credit facility.

                            Liquidity

The company ended the year with a cash balance of $95.2 million
as compared to $89.8 million at the end of 2004.  For the year,
Caraustar generated $23.9 million of cash from operating
activities compared to $33.4 million the previous year.  This
decrease was mainly attributable to a pension payment of
$13.1 million made September 15, 2005. Capital expenditures
increased year-over-year from $20.9 million to $24.3 million in
2005.  The company had no borrowings outstanding under its
$75 million revolving credit facility but did have $37.5 million
of letters of credit outstanding (approximately $8.0 million after
the sale of its fifty-percent interest in Standard Gypsum
subsequent to year end) that reduced availability.  During 2005,
the company repurchased $7.5 million of its 9.875 percent Senior
Subordinated Notes.  Interest expense was essentially unchanged
year over year, as the reduction of interest expense related to
the repurchase of notes was offset by lower benefits from interest
rate swaps.

Caraustar Industries Inc. -- http://www.caraustar.com/-- a     
recycled packaging company, is one of the world's largest  
integrated manufacturers of converted recycled paperboard.  
Caraustar has developed its leadership position in the industry  
through diversification and integration from raw materials to  
finished products.  Caraustar serves the four principal recycled  
boxboard product end-use markets: tubes, cores and composite cans;  
folding cartons; gypsum facing paper and specialty paperboard  
products.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on recycled paperboard producer,
Caraustar Industries Inc. on Jan. 20, 2006.   S&P said the outlook
is stable.


CATHOLIC CHURCH: 8 Tort Claimants Want Portland to Classify Claims
------------------------------------------------------------------
Eight tort claimants represented by Erin K. Olson, Esq., in
Portland, Oregon, accrued claims after the April 29, 2005 claims
bar date.  The Archdiocese of Portland in Oregon classified the
claimants as "future claimants" and a claim was timely filed on
their behalf by the Future Claimants Representative.

However, the Eight Tort Claimants contend that because their
identities and the nature of their claims are known, their claims
and interests are not "substantially similar to the other claims
or interests" of the class of future claimants.

Mr. Olson finds it practical to classify the Eight Tort
Claimants' claims with the "tort claimants" rather than the
Future Claimants, because the claims of seven of the eight
Claimants are "inextricably interwined" with the claims of their
siblings who are members of the regular tort claimants' class.  
The eighth claimant holds a claim as a result of sexual abuse by
Fr. John Goodrich.

Mr. Olson notes that under Portland's Plan of Reorganization, the
Archdiocese will set aside a pot money for future claimants,
whereas known future claimants may be subject to payment upon
confirmation if they are permitted to liquidate their claims prior
to confirmation.

Mr. Olson is also concerned that the unknown future claimants may
have no remedy if the Court's order regarding the appointment of
the future claimant representative and the treatment of future
claims is overturned.

For these reasons, the Eight Tort Claimants ask Judge Perris to
direct the Archdiocese to classify their Claims as tort claims, or
to designate a class of their own.

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 Gets Okay to Reduce Professionals' Fees
-----------------------------------------------------------------
Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, relates that since the Petition Date, the Archdiocese of
Portland in Oregon has promptly paid 80% of fees and 100% of
expenses to authorized professionals.  For the second half of
2005, the Archdiocese averaged $686,000 per month in fees and
expenses.

Mr. Stilley informs Judge Perris that it is no longer possible for
the Archdiocese to make the prompt payments because of limited
sources of money.

At present, the Archdiocese is currently paying all or a portion
of the professional fees generated by eight separate lawyers or
law firms:

        (1) Sussman Shank LLP,
        (2) Schwabe, Williamson & Wyatt PC,
        (3) Miller Nash LLP,
        (4) Rothgerber Johnson & Lyons LLP,
        (5) Tonkon Torp, LLP,
        (6) Marci Hamilton,
        (7) Greene & Markley P.C., and
        (8) Perkins Coie, LLP

Portland also has incurred fees for:

   -- the Accelerated Claims Resolution Process mediators;

   -- the Applied Discovery in the insurance litigation;

   -- Hamilton Rabinovitz & Alschuler for future claims
      estimation; and

   -- the BMC Group for claims processing and noticing.

The money to pay these fees comes primarily from only three
sources -- cash reserves, investment income, and parish
contributions -- which are not unlimited sources of money, Mr.
Stilley explains.

Portland has prepared a projected cash flow for the two Funds --
the General Operating Fund and Insurance Fund -- that hold
unrestricted assets from which the Archdiocese has been paying
professional fees.  The Cash Flow Projection shows the anticipated
amounts that will be available for payment of professional fees
from the Funds.

A full-text copy of the cash flow projection is available for free
at http://bankrupt.com/misc/ChurchProjectedCashFlow.pdf

Against this backdrop, Portland asks Judge Perris to:

   (a) reduce the Archdiocese's monthly payments for professional
       fees from 80% to 60%; and

   (b) eliminate the payment of all interim holdback amounts
       pending final fee applications.

Mr. Stilley asserts that reduction is prudent and necessary so as
to allow the Archdiocese to continue paying its employees, trade
creditors, and other nonprofessional administrative expenses until
a plan of reorganization is confirmed.  In fact, Mr. Stilley adds,
even if payments to professionals are cut back to 60% of fees and
100% of expenses per month, the Archdiocese will only be able to
maintain the payments for five to six more months.  At that point,
a further reduction may be necessary.

Mr. Stilley notes that the Archdiocese will pay the current
holdback fees that have previously been allowed by the Court prior
to December 22, 2005.  However, Portland seeks Judge Perris'
permission to withhold payment of any further holdback amounts
that the Court subsequently allowed pursuant to any currently
pending interim fee applications.

The Archdiocese expects to secure sufficient funding to pay all
remaining unpaid professional fees that have accrued during the
case at the time of confirmation.

                          FCR Responds

David A. Foraker, in his capacity as the Future Claimants
Representative, says he does not like the Archdiocese's request
but he will not object, provided that the order granting that
request will be subject to reconsideration.

Mr. Foraker points out that the Archdiocese's position with
respect to most, if not nearly all, of its assets is no longer
tenable because the Court's ruling on December 30, 2005, with
respect the "property of the estate" dispute, include a
determination that, as a matter of state law, the parishes and
high schools are part of, and not legal entities separate from,
the Archdiocese.  The ruling means that the assets of the parishes
are property of the estate.

Although he recognizes that the Court has not yet ruled
specifically that all of the assets in the Archdiocese's
investment accounts are property of the estate free of any
restriction as to their use, Mr. Foraker believes it is just a
matter of time before the rulings are made as to the Perpetual
Endowment Fund, the Archdiocesan Loan and Investment Fund, and
other accounts.

As of November 30, 2005, Mr. Foraker says, the total value of the
Archdiocese's investment accounts was in excess of $147,000,000,
which includes:

   * $40,800,000 in Perpetual Endowment Fund or the Quasi-
     Endowment Fund; and

   * $23,400,000 in the Archdiocesan Loan and Investment Fund.

                          *     *     *

Judge Perris grants the Archdiocese's request.

The Court directs authorized professionals entitled to receive
monthly payments pursuant to the Court-approved interim fee
procedures to continue to file and serve monthly fee statements to
continue to receive payments.  However, authorized professionals
are no longer required to file further interim fee applications
because no further interim holdback payments will be made.

The Order is subject to reconsideration and modification at any
time upon a request made by any party-in-interest, including the
Archdiocese, any professional, the Future Claimants
Representative, or any other person or entity affected by its
terms, Judge Perris 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)


CINCINNATI BELL: Closes Purchase of 20% Stake in Wireless Unit
--------------------------------------------------------------
Cincinnati Bell Inc. (NYSE: CBB) has concluded the purchase of a
20 percent interest in Cincinnati Bell Wireless that had
previously been owned by Cingular Wireless.  As a result,
Cincinnati Bell now owns 100 percent of Cincinnati Bell Wireless,
which provides wireless services in Greater Cincinnati and Dayton,
Ohio.

As previously disclosed, the purchase price was $83 million and
the transaction follows Cingular's exercise of a put right it had
under the wireless entity's operating agreement.

Launched in 1998, Cincinnati Bell Wireless serves nearly 500,000
subscribers and operates the best wireless network in Cincinnati
and Dayton according to the results of an independent third-party
study conducted in July 2005.

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

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


CLASSIC BAKING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Classic Baking Company, Inc.
        dba Classic Cake Company
        2010 Springdale Road, Suite 400
        Cherry Hill, New Jersey 08003-2056

Bankruptcy Case No.: 06-11171

Debtor affiliates filing separate Chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Classic Baking Cherry Hill, LLC            06-11173
      Classic Baking Voorhees, LLC               06-11174
      Classic Baking Larchmont, LLC              06-11176

Type of Business: The Debtors produce and sell bread and pastry
                  products.

Chapter 11 Petition Date: February 20, 2006

Court: District of New Jersey (Camden)

Debtors' Counsel: Paul J. Winterhalter, Esq.
                  DiDonato & Winterhalter, P.C.
                  One Greentree Center, Suite 201
                  Route 73 & Greentree Road
                  Marlton, New Jersey 08053
                  Tel: (856) 797-8400
                  Fax: (856) 797-8405

Estimated Assets: Less than $5,000

Estimated Debts:  $1 Million to $10 Million

The Debtors will release their list of 20 Largest Unsecured
Creditors on March 7, 2006.


COLLINS & AIKMAN: EPA Has Until Tomorrow to File Proofs of Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended, until tomorrow, Feb. 22, 2006, the U.S. Environmental
Protection Agency's period to file a proof of claim in Collins &
Aikman Corporation and its debtor-affiliates' the Debtors' Chapter
11 cases.

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.
(Collins & Aikman Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Expands Scope of Hilco Retention
--------------------------------------------------
In an effort to evaluate certain of their outstanding personal
property leases and interests, Collins & Aikman Corporation and
its debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Hilco
appraisal Services, LLC, as their personal property appraiser.

On December 8, 2005, Hilco began to physically appraise certain
machinery and equipment, subject of leases with Textron, Inc., and
General Electric Capital Corp.

In addition, the Debtors have begun to evaluate their own
machinery and equipment at their facilities in North Carolina.   
At the Debtors' request, Hilco has been appraising the Debtors'
machinery and equipment since January 11, 2006, without payment.

In this regard, the Debtors seek the Court's authority to expand,
effective January 11, 2006, the scope of Hilco's employment to
authorize Hilco to:

   (a) review and physically appraise the Debtors' machinery and
       equipment to determine their fair market value, gross
       liquidation value and remaining useful life; and

   (b) provide to the Debtors:

       (1) a pictorial record of the machinery and equipment as
           of the date of appraisal;

       (2) an opinion of the fair market value and gross
           liquidation value the Debtors may receive on sale of
           the appraised machinery and equipment; and

       (3) a report, in letterform, of the total value of the
           machinery and equipment with a statement of conditions
           and a signed certificate of appraisal.

The Debtors will pay Hilco a $35,000 fixed fee and reimburse the
firm for any customary, travel expenses.

If Hilco is required to give expert witness testimony with
respect to its appraisal services, the Debtors will pay Hilco:

   * $300 per hour for research and client consultation;

   * $2,500 per day for deposition and court testimony including
     travel days; and

   * a reimbursement for all normal and customary administrative
     and travel expenses.

As they continue to evaluate their machinery and equipment along
with their leases and interests, the Debtors anticipate that they
will require additional services from Hilco.  Accordingly, the
Debtors propose, to the extent they require the additional
services, to file with the Court and serve on parties-in-interest
an amended engagement letter.  If no objections are filed, they
will file the amended engagement letter with the Court along with
a draft order.

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.
(Collins & Aikman Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Sets Up Protocol for Handling Confidential Info
-----------------------------------------------------------------
Collins & Aikman Corporation, its debtor-affiliates, the Official
Committee of Unsecured Creditors, JPMorgan Chase Bank, NA, WL Ross
& Co. LLC, and Lear Corporation stipulate to the entry of an
agreed Protective Order regarding confidential information
provided by Ross.

As previously reported in the Troubled Company Reporter, the Court
ruled to subject Ross under examination pursuant to Rule 2004 of
the Federal Rules of Bankruptcy Procedure.

The Committee, as the statutory fiduciary representative of the
U.S. Debtors' unsecured creditors, wants to obtain information
from Ross regarding:

   -- the claims and interests it holds against the U.S. Debtors
      and the European Debtors;

   -- the establishment of the Joint Venture between Ross and Lear
      Corporation for the primary purpose of exploring an
      acquisition of Collins & Aikman; and

   -- certain communications Ross has had with the U.S. Debtors'
      and European Debtors' competitors and customers, in each
      circumstance as it pertains to the U.S. Debtors and the
      European Debtors.

               Confidentiality Stipulation

Among other things, the parties agree that "Confidential
Information" means any nonpublic, commercially sensitive
information, including information related to the business
affairs and strategies of Ross and Lear that are disclosed in any
manner to a party pursuant to the Rule 2004 Order.

If and when Ross produces Confidential Information, Ross will mark
or otherwise designate it as "Confidential" information.

Prior to producing any Lear Documents, Ross will first allow Lear
to review all Lear Documents that Ross intends to produce.  Lear
will then have seven days to designate any documents as
"Confidential."

Any information designated as "Confidential" will not be disclosed
other than to (i) the in-house counsel of record for the party to
whom the information is sent; (ii) other professionals, like
financial advisors or investment bankers, retained by the party in
connection with the Debtors' Chapter 11 bankruptcy case; and (iii)
the Court and its personnel, under seal.

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.
(Collins & Aikman Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CORNERSTONE PRODUCTS: Court Confirms 2nd Amended Liquidating Plan
-----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas confirmed the Second Amended Joint Plan
of Liquidation filed by Cornerstone Products, Inc., and the
Official Committee of Unsecured Creditors.  Judge Rhoades
confirmed the Joint Plan on Feb. 15, 2006.

              Summary of Second Amended Plan

Under the Plan an Unsecured Creditors Trust will be established
and certain assets of the Debtor will be transferred to the Trust
for the benefit of unsecured creditors.

As reported in the Troubled Company Reporter on Jan. 27, 2006, the
Plan provides for the cancellation of all old stock and issuance
of new stock to the Trust.  The Trust's assets will consist of:

   -- cash received from the sale of the Debtor's unencumbered
      real estate;

   -- all causes of action;

   -- the Trust's interest in the Ohio Molds;

   -- the Trust's interest in excess collections;

   -- accounts/inventory payment;

   -- remaining cash, if any, in the professional fee account;

   -- Trust shares; and
   
   -- all unencumbered assets other than the unencumbered real
      estate.

                   Treatment of Claims

Priority wage claims under Section 507(a)(3) of the Bankruptcy
Code including wages, salaries, commissions, vacation, severance,
and sick leave pay incurred within 90 days before the petition
date will be paid in full and at most $10,000 per individual.

Secured claims of:

-- the Bank of America, N.A. as successor to Fleet Capital Corp.,
-- Wells Fargo Equipment Finance, Inc.,
-- Rural Enterprises of Oklahoma, Inc.,
-- Key Equipment Finance,
-- General Electric Capital Corporation,
-- First United Bank & Trust Company,
-- Citicorp Del-Lease, Inc., and
-- CIT Group/Equipment Financing, Inc.

will be satisfied through the sale of their collaterals.

Contract molders' will each receive separate treatment.  Each
molder will be paid from the proceeds of the sale of its
collateral after the Court will declare the amount, validity and
priority of its lien.

Exxon Mobil Chemical Company will retain the collateral securing
its claim.

Administrative convenience claims of $500 or less including any
creditors with allowed unsecured claims in excess of $500 that
claim can elect to reduce their claim to $500 and get paid in
full.

General unsecured claims, totaling approximately $29,162,687 will
receive beneficial interest in the Trust entitling them to a pro
rata share of the remaining net recoveries and net proceeds from
the Trust's assets after payment of administrative and priority
claims.

Unsecured subordinated claims will get paid after general
unsecured claims are paid.

Equity security holders will get nothing under the Plan.

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

  http://www.researcharchives.com/bin/download?id=060220032548

Headquartered in Plano, Texas, Cornerstone Products, Inc.
-- http://www.cornerstoneproducts.com/-- manufactures custom     
injection molded plastic products.  The Company filed for chapter
11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor.  Judith W.
Ross, Esq., at Baker Botts LLP, represents the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


COVAD COMMS: Posts $17.9 Mil. Net Loss in 4th Qtr. Ended Dec. 31
----------------------------------------------------------------
Covad Communications Group, Inc. (AMEX:DVW) reported its financial
reports for the fourth quarter ended Dec. 31, 2005.

"We are pleased with the trends and progress we are making towards
our goal of becoming EBITDA positive by mid-year and cash flow
positive by the end of the year," Charles Hoffman, Covad president
and chief executive officer said.  "In 2005, we made major
investments in our network and customer operations to automate and
scale VoIP processes and enable our growth.  We continue to take
control of our destiny by doubling our VoIP customer base in 2005
and by shifting more of our business to higher-margin, business-
class services sold through direct channels under the Covad
brand."

                        Financial Summary

Covad reported revenues of $113.7 million for the fourth quarter
of 2005, an increase of 1.4% from the $112.1 million reported for
the third quarter of 2005, and an increase of 5.6% from the
$107.7 million reported in the fourth quarter of 2004.

Covad ended the fourth quarter of 2005 with approximately 567,200
broadband lines in service, representing a 6.4% increase from
2004.  While total broadband lines in service decreased by 1.9%
from the third quarter of 2005, Covad business broadband lines in
service increased by 1,360 to 232,400.  Covad ended the fourth
quarter of 2005 with 1,147 VoIP business customers, a 102.3%
increase over 2004 and a 10.8% increase over the third quarter of
2005.

For the fourth quarter of 2005, broadband and VoIP subscription
revenue increased to $98.3 million, an increase of 1.8% from the
$96.6 million reported in the third quarter of 2005, and an
increase of 8.3% from the $90.8 million reported in the fourth
quarter of 2004.  Management uses broadband and VoIP subscription
revenue to evaluate the performance of its business and believes
these revenues are a useful measure for investors as they
represent a key indicator of the performance of the company's core
business.  

For the fourth quarter of 2005, Covad's wholesale subscribers
contributed $80.1 million of revenue, or 70.4%, while direct
subscribers contributed $33.6 million of revenue, or 29.6%.  At
the end of the fourth quarter of 2005, broadband lines in service
were approximately 488,100, or 86.1%, wholesale and 79,100, or
13.9%, direct, as compared to approximately 498,500, or 86.2%,
wholesale and 79,900, or 13.8%, direct at the end of the third
quarter of 2005, and approximately 454,600, or 85.3%, wholesale
and 78,600, or 14.7%, direct at the end of fourth quarter of 2004.

Covad reported a loss from operations of $17.8 million for the
fourth quarter of 2005, an improvement of $10.2 million, or 36.4%,
over the loss from operations of $28.0 million reported in the
third quarter of 2005, and an improvement of $7.3 million, or
29.1%, over the loss from operations of $25.1 million reported in
the fourth quarter of 2004.

For the fourth quarter of 2005 earnings before interest, taxes,
depreciation and amortization, or EBITDA, was a loss of
$3.4 million, an improvement of $8.5 million, or 71.4%, over the
EBITDA loss of $11.9 million reported in the third quarter of
2005, and an improvement of $2.1 million, or 38.2% from the EBITDA
loss of $5.5 million reported in the fourth quarter of 2004.

Covad's EBITDA for the fourth quarter of 2005 include a reduction
in network costs of approximately $4.2 million, primarily as a
result of a billing settlement it reached with Verizon
Communications, Inc.  

This benefit was partially offset by an increase in employee
compensation and other operating expenses of approximately
$2.5 million, primarily as a result of reductions in Covad's
workforce during the fourth quarter of 2005.

Covad reported a net loss of $17.9 million for the fourth quarter
of 2005 as compared to a net loss of $15.8 million for the third
quarter of 2005, and a net loss of $26.0 million for the fourth
quarter of 2004.

Cash, cash equivalents and short-term investment balances,
including restricted cash and investments, amounted to
$102.0 million at the end of the fourth quarter of 2005, a
decrease of $14.1 million when compared to the balance of
$116.1 million at the end of the third quarter of 2005.

"This quarter's significant improvement in EBITDA results is a
testament to the operating efficiencies from our investments
throughout 2005 and puts Covad squarely on the path to becoming
EBITDA positive in 2006.  In addition, we are focused on
increasing sales of our high-margin business products, such as T1
and VoIP, and continue to improve our churn as we manage the
transition towards more profitable business subscribers,"
Christopher Dunn, Covad chief financial officer said.

                       Operating Statistics

   -- At the end of the fourth quarter of 2005, Covad had
      approximately 334,800 consumer and 232,400 business
      broadband lines in service representing 59% and 41%,
      respectively, of total broadband lines in service.  At the
      end of the fourth quarter of 2005, Covad had 1,147 VoIP
      business customers using a combined total of approximately
      40,600 VoIP stations.  For the fourth quarter of 2005,
      business customers contributed $82.7 million, or 72.7%,
      and consumer customers contributed $31.0 million, or 27.3%,
      of total revenue;

   -- Weighted average revenue per user for broadband lines was
      $54 per month during the fourth quarter of 2005, flat as
      compared to the third quarter of 2005.  VoIP ARPU per
      customer, excluding resellers, was $1,681 per month during
      the fourth quarter of 2005, up from $1,578 per month for the
      third quarter of 2005; and

   -- Net customer disconnections, or churn, for broadband lines
      averaged approximately 2.8% in the fourth quarter of 2005,
      down from 3.3% for the third quarter of 2005.

                        Business Outlook

Covad expects total net revenues for the first quarter of 2006 to
be in the range of $115 million to $120 million.  Broadband and
VoIP subscription revenue is expected to be in the range of
$98 million to $101 million.  Covad expects its net loss to be in
the range of $13 million to $16 million, and Modified EBITDA in
the range of $1 million to $3 million loss.  Net usage of cash,
cash equivalents and short-term investments, including restricted
cash and investments, for the first quarter of 2006 is expected to
be in the range of $10 million to $14 million, which includes the
payment of approximately $2 million of severance costs and related
accrued vacation as a result of workforce reductions performed in
the fourth quarter of 2005.

Covad Communications Group, Inc. -- http://www.covad.com/--   
provides broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses.

At Dec. 31, 2005, Covad Communications Group, Inc.'s balance sheet
showed a stockholders' equity deficit of $20,169,000 compared to a
$8,635,000 shareholders' equity deficit at Dec. 31, 2004.  

Covad emerged from a chapter 11 restructuring in Dec. 2001 under a
plan of reorganization that swapped $1.4 billion of bond debt with
a combination of cash (about 19 cents-on-the-dollar) and a 15%
equity stake in the company.  Covad's prepetition shareholders
retained an approximate 80% equity interest in the company.


D & K STORES: Judge Ferguson Confirms Modified Plan of Liquidation
------------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey confirmed the First Modified Plan of
Liquidation filed by D & K Stores, Inc.  Judge Ferguson confirmed
the Debtor's Modified Plan on Feb. 9, 2006.

            Summary of Modified Plan of Liquidation

As reported in the Troubled Company Reporter on Jan. 16, 2006, the
Debtor's only secured creditor, OceanFirst Bank, was fully paid on
July 29, 2005.

General unsecured creditors, owed approximately $10,000,000, will
receive their pro rata share from the proceeds of the sale of the
Debtor's assets.

Equity holders won't receive anything under the Plan.

After the Plan's confirmation, Clear Thinking Group, LLC, will be
appointed as the Plan Administrator.  Clear Thinking will be
responsible to liquidate the Debtor's assets, litigate avoidance
actions and make distributions to creditors.

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

  http://www.researcharchives.com/bin/download?id=051214212025

Judge Ferguson says the deadline to close the Debtor's chapter 11
case is Aug. 8, 2006.

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D. N.J. Case
No. 05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann,
Fischer & Shaver, LLC, represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts from $10 million to $50 million.


D.R. HORTON: Fitch Affirms BB+ Senior Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings affirmed the issuer default rating and senior
unsecured debt (including revolving credit facility) rating of
'BBB-' and senior subordinated debt rating of 'BB+' for D.R.
Horton, Inc. (NYSE: DHI).  The ratings apply to:

   * $3.1 billion in outstanding senior notes;
   * $0.5 billion of senior subordinated notes; and
   * the company's $2.15 billion revolving credit agreement.

The Rating Outlook is Stable.

Ratings for D.R. Horton are based on the company's:

   * above average growth during the on-going housing expansion;
   * execution of its business model;
   * steady capital structure; and
   * geographic and product line diversity.

The company had been an active consolidator in the homebuilding
industry, which had kept debt levels a bit higher than its peers.
But management also exhibited an ability to quickly and
successfully integrate its many acquisitions.  During fiscal 2002
the company completed its largest acquisition in absolute size
(Schuler Homes).  However, D.R. Horton made no acquisitions in
fiscals 2003, 2004, 2005, or so far in fiscal 2006.  It appears
that the company will be less acquisitive in the future as it
primarily focuses on harvesting the opportunities within its
current and adjacent markets.  

Coincident with this new, largely internally focused expansion
strategy, the company's goals will be to maintain net debt to
capitalization in the low 40s (or better) and typically to
generate roughly neutral free cash flow in an 'organic' growth
environment (a different pattern than was typically the case in
the past).  Cash flow will largely be used:

   * to support internal growth (through land purchases); and

   * also, to a lesser degree, for:

     -- reduction of debt,
     -- share repurchase, growth in the dividend, and
     -- opportunistic acquisitions.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest:

   * D.R. Horton's historic aggressive, yet controlled growth
     strategy;

   * its relatively heavy speculative building activity (which has
     notably lessened of late); and

   * planned share repurchase activity.

The company has historically built a significant number of its
homes on a speculative basis (i.e. begun construction before an
order was in hand).  D.R. Horton successfully executed this
strategy in the past.  Nevertheless, Fitch is more comfortable
that D.R. Horton's level of 'spec' inventory has slimmed
considerably.

D.R. Horton has typically expanded EBITDA margins over recent
years on healthy price increases, volume improvements, and steady
operating expense ratios and has produced record levels of home
closings, orders and backlog in excess of expectations for this
unprecedented lengthy upswing in the housing cycle.  The
homebuilding EBITDA margin increased from 9.5% in 1997 to 18.8% in
2005 (19.1% on a trailing 12 months basis from Dec. 31, 2005).  
Net margins have also steadily improved, despite the absence of
meaningful off balance sheet activities such as joint ventures and
partnerships.

Although the company has benefited from strong economic
conditions, a degree of margin enhancement is also attributable to
broadened new product offerings.  In addition, margins have
benefited from purchasing, access to capital and other scale
economies that have been captured by the large national
homebuilders in relation to smaller builders.  These economies,
along with:

   * greater geographic diversification (than in the past);
   * consistency of performance over an extended period of time;
   * low cost operating structure; and
   * a return-on-capital focus

provide the framework to soften the margin impact of declining
market conditions when they occur.

During the 1998 through 2002 period, acquisitions accounted for
half of D.R. Horton's growth.  As noted above, the company made no
acquisitions in fiscal 2003, 2004, 2005 or so far in fiscal 2006.

D.R. Horton's inventory consistently has been 1.6x to 2.2x
homebuilder debt and, as of Dec. 31, 2005, was 2.8x.  The
company's inventory turns were a bit low relative to its peers,
reflecting the absence of unconsolidated joint ventures and some
historic bias towards owned lots (largely due to the Continental
Homes and Schuler Homes acquisitions).  Currently, turns are quite
similar to the average of its peers.  As of Dec. 31, 2005, 49.0%
of its 359,000 lot-supply was owned with the balance controlled
through options.  Total lots owned and controlled represent a 6.2
year supply based on management's public guidance of 58,000 home
deliveries for fiscal 2006.

Credit statistics had been improving over a multi-year period.
EBITDA interest coverage has ranged between 3.4x and 4.5x during
the 1998-2002 period, but sharply improved in fiscal 2003 (5.0x),
fiscal 2004 (7.7x), and fiscal 2005 (9.2x) and is currently 8.9x
on a trailing 12 months basis.  FFO interest coverage has shifted
from 1.7x in fiscal 1998 to 4.4x in fiscal 2004, 3.3x in fiscal
2005 and 4.5x as of Dec. 31, 2005.

Homebuilding debt to EBITDA, which had been typically above 3.0x,
dipped to 2.2x in 2003, 1.8x in 2004 and 1.4x in 2005 (1.4x
currently).  Debt to capitalization was in the low 60s in 1998 and
has gradually receded to 39.5% at present.  Adjusted homebuilding
debt to adjusted capitalization was 45.6% at the conclusion of
fiscal 2005 and 42.0% as of Dec. 31, 2005.

FFO adjusted leverage was 7.0x at the end of fiscal 1998, but has
steadily decreased to 2.9x as of the end of the fiscal 2006 first
quarter.  It is worth noting that D.R. Horton had good will of
$578.9 million at Dec. 31, 2005.  This is considerably more than
the other public homebuilders, although it only represents 10.3%
of D.R. Horton's shareholders' equity.

D.R. Horton has been steadily raising its dividend over the past
five years, although it still remains moderate.  In January 2006,
the company's board declared a quarterly cash dividend of $0.10
per common share, payable on Feb. 10, 2006, to stockholders of
record on Jan. 27, 2006.  This quarterly dividend, when
annualized, represents a payout of 7.5% based on projected E.P.S.
for fiscal 2006.  

In November 2005, D.R. Horton's board authorized the repurchase of
up to $500 million of common stock and up to $200 million of
outstanding debt securities, replacing the previous common stock
and debt securities repurchase authorizations.  During the three
months ended Dec. 31, 2005, the company repurchased 1 million
shares of common stock at a total cost of $36.8 million.  As of
Dec. 31, 2005, D.R. Horton had $463.2 million remaining of the
board's authorization for repurchases of common stock and $200
million remaining of the authorization for repurchases of debt
securities.


DATA TRANSMISSION: Moody's Junks Rating on Proposed $60MM Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Data
Transmission Network Corporation's proposed $210 million senior
secured first lien credit facility and a Caa1 rating to its
proposed second lien term loan.

Ratings Assigned:

   * Proposed $35 million senior secured first lien revolving
     credit facility -- B2

   * Proposed $175 million senior secured first lien term loan
     -- B2

   * Proposed $60 million senior secured second lien term loan
     -- Caa1

Ratings Affirmed:

   * Corporate Family rating- B2

Ratings Withdrawn:

   * $20 million senior secured revolving credit facility

   * $155 million senior secured term loan

The rating outlook is stable.

The assigned ratings reflect DTN's high leverage profile, which
will be exacerbated by the proposed financing, its shrinking
subscriber count, the competitive pressure faced by each of its
information services product offerings, and the limited growth
potential of its business model.  Ratings are supported by the
company's free cash flow generation, the diversification of its
product and customer base, and the predictability of its
subscription-based recurring revenues.

The stable outlook reflects DTN's relatively predictable revenue
base, the longevity of its customer relationships, and its success
in replacing revenues lost through customer churn with increased
sales to higher-end users.

Since DTN emerged from bankruptcy protection in October 2003, its
new owners and management team have focused upon eliminating
redundancies, stemming customer churn, developing new products,
maintaining price integrity and cutting costs.  Management has
concentrated on areas where the company retains an incumbent
advantage, and built upon key competencies, especially those
focused on higher-end subscribers.

DTN continues to lose subscribers -- with a churn rate of
approximately 14%, largely resulting from non-renewals of lower
-end subscription plans.  However, management's success in growing
average revenue per subscriber has compensated for those revenues
lost to subscriber churn, resulting in relatively flat revenue
growth for FY 2005.

Pro-forma for the proposed financing, DTN Holding Company expects
to record total debt of $241 million or 4.7 times projected FY
2005 EBITDA of $51 million versus FYE 2004 leverage of 3.7 times.
At closing, management expects to have approximately $29 million
of availability under the $35 million senior secured revolver to
supplement pro forma free cash flow generation, which Moody's
estimates at approximately $20 million for FY 2005.  Proceeds from
the proposed senior secured credit facility will be used to
refinance the company's existing $149 million bank debt and fund a
$100 million special dividend to its shareholders.

The borrower of the proposed facility will be Data Transmission
Network Corporation, an indirect wholly owned subsidiary of DTN
Holding Company, LLC.  The facility will be guaranteed by DTN
Holding Company, LLC, intermediate holding companies, as well as
all operating subsidiaries of the borrower.  The facilities will
not be guaranteed by DTN Leasing, Inc., a captive leasing company
which owns all of the customer equipment.  DTN Leasing, Inc., is
funded by approximately $32 million of inter-company advances from
the borrower.  Lenders will receive a pledge of DTN Leasing,
Inc.'s inter-company note.  Although the terms and conditions of
the credit facility have not been finalized, Moody's assigned
ratings assume that they will be set at levels which provide a
moderate level of projected covenant compliance.  In addition,
Moody's ratings assume that lenders will be protected by
limitations on upstreamed cash payments, and by adequate
restrictions on further debt incurrence, including debt incurred
by unrestricted subsidiaries.

The proposed first lien revolver and first lien term loan are
rated at parity with the Corporate Family rating since they
represent the preponderance of the pro-forma capital structure.
The second lien facility is rated two notches below the Corporate
Family rating, reflecting poorer recovery prospects in a downside
scenario.  The Caa1 second lien rating underscores Moody's view
that the proposed refinancing will expose the second lien lenders
to the junior capital risks more normally associated with
subordinated debt.  Furthermore, the proposed $100 million
dividend will remove a substantial layer of equity that currently
provides cushion to the current secured debt holders.

Moody's analysis is based upon DTN Holding Company, LLC's most
recently audited consolidated financial statements for the year
ending Dec. 30, 2004, and subsequent management reported data, as
well as interim unaudited consolidating statements which provide
summary stand-alone financial information for the borrower.

Ratings could come under downward pressure if DTN management is
unable to continue replacing revenues lost to subscriber churn
with higher priced subscription revenues from existing and new
customers.  Additionally, ratings could be lowered if debt
/EBITDA increases to 5.5 times or greater.  A rating upgrade,
while highly unlikely over the near term, could result from
stronger free cash flow generation which would permit organic
deleveraging, unimpeded by sponsor dividends, stock buy-backs,
acquisitions or other unexpected uses of cash, resulting in
debt/EBITDA falling significantly to around 3.5 times.

Headquartered in Omaha, Nebraska, Data Transmission Network
Corporation is a leading provider of real-time information to
agriculture, refined fuels, commodities trading and weather
impacted businesses.  The company recorded sales of $141 million
in fiscal 2005.


DELPHI CORP: Wants to Employ Baker & Daniels as Patent Counsel
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates need a patent
counsel.  David M. Sherbin, vice president, general counsel and
chief compliance officer of Delphi Corporation, tells Judge Drain
that Baker & Daniels LLP has performed patent-related work for the
Debtors in the past and is familiar with their businesses and
operations.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the Southern District of New York's authority to employ Baker
& Daniels as their patent counsel, nunc pro tunc to October 8,
2005.

As patent counsel, Baker & Daniels will:

   (a) prepare and file patent applications focusing on, among
       others, these areas of technical expertise -- satellite
       radio transmission and reception technologies, automotive
       telecommunications systems, automotive safety systems,
       automotive circuit components, circuit board design and
       processing, and automotive entertainment systems;

   (b) prepare and file responses to actions received from the
       U.S. and foreign patent offices related to its areas of
       technical expertise;

   (c) prepare and file appeals with the United States Patent
       Office related to its areas of technical expertise;

   (d) conduct searches related to its areas of technical
       expertise;

   (e) provide patent opinions related to its areas of technical
       expertise; and

   (f) provide miscellaneous intellectual property advice and
       counsel related to copyrights, trademarks and know-how and
       contractual matters involving intellectual property.

Kevin R. Erdman, Esq., a member of the firm, assures the Court
that Baker & Daniels does not hold or represent any interest
adverse to the Debtors, their creditors, and any other party-in-
interest in their Chapter 11 cases.

The Debtors will pay Baker & Daniels according to its standard
rates and charges for patent prosecution matters.  The firm's
rates were not disclosed.

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.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP,  represents the Official Committee
of Unsecured Creditors.  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: Wants to Hire Quinn Emanuel as Litigation Counsel
--------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Quinn Emanuel Urquhart Oliver & Hedges, LLP, as their
litigation counsel, nunc pro tunc to October 8, 2005.

David M. Sherbin, vice president, general counsel and chief
compliance officer of Delphi Corporation, tells the Court that
Quinn Emanuel performed litigation work for the Debtors in the
past and is familiar with their businesses and operations.  In
particular, Quinn Emanuel is especially attuned to the unique
litigation issues that arise in the Debtors' industry.

Quinn Emanuel will provide services to the Debtors in connection
with specific litigation matters.  The Debtors anticipate that
Quinn Emanuel's services will include defense in these
litigations:

A. Whitney v. Delphi Corporation, Case No. BC337315

   Whitney sued Delphi, and Delphi Product and Service
   Solutions, Inc., in the Los Angeles Superior Court for age
   discrimination, wrongful termination in violation of public
   policy, intentional infliction of emotional distress and
   negligent infliction of emotional distress.

   On August 18, 2005, Quinn Emanuel's attorneys, Randa Osman,
   and Allison Burkholder, were employed to work on the case at
   $510 and $300 per hour.

B. Patent Holding Company v. Delphi Automotive Systems
   Corporation, Civil Action No. 99-76013, E.D. Mich.

   Patent Holding sued Delphi Automotive, alleging infringement
   of three patents directed to various aspects of air bag cover
   design, and is seeking compensatory damage and an injunction.
   It further alleges willful infringement and seeks treble
   damages based on its allegations.  Delphi Automotive denies
   Patent Holding's allegations and will defend vigorously
   the claims against it.

   On December 20, 2001, the Debtors engaged the services of five
   Quinn Emanuel attorneys to work on the case, at these hourly
   rates:

         Steve Hansen, Esq.            $355
         Bruce Chapman, Esq.           $355
         Eric Bjorgum, Esq.            $275
         Tigran Guledjian, Esq.        $225
         Radhika Tandon, Esq.          $215

C. Quinn v. Delphi Automotive Systems Corporation,
   No. 1 CACV 05-0063

   Seven named plaintiffs sought to bring a class action on
   behalf of all Arizona residents with Delphi batteries
   installed in their cars.  On September 27, 2004, the Superior
   Court for Maricopa County denied the plaintiffs' request for
   class certification, granted Delphi Automotive's request for
   summary judgment, and dismissed the case.

   On March 14, 2005, Quinn Emanuel was employed to conduct the
   appeal.  The briefing on the appeal has been completed, and
   oral argument was scheduled to take place in November 2005,
   before the action was stayed in light of the Debtors'
   bankruptcy filing.

   Eight attorneys were approved to work on this matter at
   these hourly rates:

         Shon Morgan, Esq.             $525
         Dan Bromberg, Esq.            $525
         Margret Caruso, Esq.          $515
         Kent Bullard, Esq.            $490
         Shahin Rezvani, Esq.          $385
         Tim Pennington, Esq.          $280
         Tara Gellman, Esq.            $280
         T.J. Chiang, Esq.             $280

D. Crown City Plating Co. v. Delphi Corporation

   Delphi Automotive Systems, LLC, loaned Crown City $1,000,000,
   evidenced by a promissory note.  Crown City defaulted on its
   note in January 2004.  As a result of disputes between them,
   Crown City threatened to sue Delphi Corp. if Delphi Automotive
   sues Crown City.

   Jack Hart, Esq., worked on this matter at a $475 per hour fee.

E. Quake Global Inc. v. Orbcomm, LLC, et al.,
   Case No. CV 051410 (C.D. Cal. Feb. 24, 2005)

   Quake Global alleges that Delphi's agreement to manufacture
   satellite modems for Stellar Satellite Communications, Ltd.,
   constitutes a "de facto exclusive dealing" arrangement in
   violation of the Sherman Act.  Delphi denies the allegations
   and intends to defend vigorously the claims against it.

   On April 20, 2005, Quinn Emanuel's attorneys were approved to
   work on this matter and were paid at these hourly rates:

         A. William Urquhart, Esq.     $600
         Gerald E. Hawxhurst, Esq.     $475
         Kevin Y. Teruya, Esq.         $355
         Heidi Frahm, Esq.             $290

Mr. Sherbin points out that Quinn Emanuel is making efforts,
together with the Debtors' other counsel, to ensure that there is
no duplication of effort or work.

Gerald E. Hawxhurst, Esq., a member of Quinn Emanuel, assures the
Court that the firm holds no adverse interest against the Debtors
and any other party-in-interest in their Chapter 11 cases.

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.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP,  represents the Official Committee
of Unsecured Creditors.  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)


ECHOSTAR COMMS: Completes $462-Million Redemption of Senior Notes
-----------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) confirmed that
effective Feb. 17, 2006, its subsidiary, EchoStar DBS Corporation,
completed the previously announced redemption of all of its
outstanding 9-1/8% Senior Notes due 2009.

In accordance with the terms of the indenture governing the notes,
the outstanding principal amount of approximately $442 million was
repurchased at 104.563%, for a total of approximately
$462 million.

The Company used the proceeds from its offering on $1.5 billion
aggregate principal amount of ten-year, 7-1/8% senior notes.  

The trustee for the notes was the U.S. Bank National Association.

EchoStar Communications Corporation -- http://www.echostar.com/--    
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS
Corporation following the company's announcement of a proposed
$1 billion senior unsecured debt issuance (not rated by Moody's)
at EDBS.  

Moody's said the outlook remains stable.

Moody's took these actions:

  EchoStar Communications Corporation:

     * Corporate Family Rating -- Ba3 (affirmed)
     * Convertible Subordinated Notes -- B2 (affirmed)
     * Speculative Grade Liquidity Rating -- SGL-1 (affirmed)

  EchoStar DBS Corporation:

     * Senior Unsecured Notes due 2014 -- Ba3 (affirmed)

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Fitch Ratings affirmed Echostar Communications Corporation's
'BB-' Issuer Default Rating, and affirmed the 'B' rating on
the convertible subordinated notes.  Fitch also affirms the
'BB-' rating on the senior unsecured notes issued by Echostar's
wholly owned subsidiary Echostar DBS Corporation.

In addition, Fitch has assigned a 'BB-' rating to the proposed
offering of $1 billion in senior notes in accordance with SEC rule
144A.  Approximately $5.9 billion of debt as of the end of the
third quarter is affected by Fitch's action.  Fitch said the
rating outlook is stable.


ELECTROPURE INC: To Change Name to Micro Imaging Technology Inc.
----------------------------------------------------------------
Electropure Inc. (Pink Sheets:ELTP) reported that a majority of
shareholders, subject to a Proxy Notice given on Sept. 27, 2005,
gave consent to these actions:

     1) To approve the sale of substantially all of the assets
        owned by and used in the operations of Electropure EDI
        Inc. to SnowPure LLC and to immediately dissolve and
        terminate the corporate existence of Electropure EDI Inc.
        (a wholly-owned subsidiary of Electropure Inc.).

     2) To amend the bylaws and articles of incorporation of
        Electropure Inc. to change its corporate name to Micro
        Imaging Technology Inc.

     3) To approve the sale of the land and building owned by
        Electropure Holdings LLC to an unaffiliated third party.

Electropure's board unanimously approved and the majority of
shareholders gave consent to each of the transactions, which were
completed in October 2005.  Substantially all the proceeds from
the transactions will be invested in furthering product evolution
of a non-biological microbe identification process developed by
Electropure's wholly-owned subsidiary, Micro Imaging Technology.  
The MIT technology is extremely easy and fast to use and does not
rely on conventional chemical processing, fluorescent tags, or DNA
analysis for rapid microbe identification.  The company received a
U.S. patent on the technology in 2002 and believes it may have
significant market potential and could provide growth and long-
term benefits for its shareholders.

MIT initiated "Proof-of-Principle" testing in 1998 and by the end
of 1999 had developed and continues to improve a laser-based
technology for rapid microbe detection and identification.  The
system measures scattered light intensity as individual microbes
pass through a laser beam.  The intensity pattern of the scattered
light is a direct consequence of the size, shape and external and
internal optical characteristics of the microbe.  By measuring the
scattered light at specific angles, the system can detect and
differentiate objects the size of bacteria.  MIT has constructed
prototype systems that have demonstrated the ability to detect and
immediately identify the microbes E. coli, Listeria, Salmonella
Staphylococcus aureus, Shigella and other pathogenic bacteria.  In
2003, a subsequent patent was awarded, which will be further
expanded as research and development progresses.  The process has
also been verified by an independent laboratory.

Electropure Inc. -- http://www.electropure-inc.com/-- has been   
engaged in manufacturing and marketing the "EDI" series of
electrodeionization water treatment devices for commercial and
industrial high purity water applications through its Electropure
EDI, Inc. subsidiary since 1997.  The Company also conducts
research and development, through its Micro Imaging Technology
subsidiary, on a non-biological identification method and process
with the ability to quickly and accurately detect and identify
pathogenic microbes such as Cryptosporidium, Giardia, E. coli,
Listeria, and Salmonella.

At April 30, 2005, Electropure Inc.'s balance showed a
stockholders' deficit of $3.1 million, compared to $2.8 million
deficit at Jan. 31, 2005.


ESCHELON TELECOM: Incurs $5.1 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Eschelon Telecom, Inc., disclosed its results for the fourth
quarter and year ended December 31, 2005.  Highlights are:

   -- low average monthly customer line churn of 1.29% during the
      quarter ended December 31, 2005;

   -- cash flow positive for the second consecutive quarter;

   -- continued strong quarterly revenue and pro forma adjusted
      EBITDA of $58.4 million and $11.5 million;

   -- record annual revenue and pro forma adjusted EBITDA of
      $227.7 million and $41.1 million; and

   -- strong annual revenue and pro forma adjusted EBITDA growth
      of 44.1% and 60.9%

"Eschelon had an extraordinary year in 2005," stated Richard A.
Smith, Eschelon's President and Chief Executive Officer.  "We
fully integrated our acquisition of ATI that we closed on December
31, 2004; we met and in most cases exceeded our guidance on all
key operating metrics; we significantly over-achieved on our
capital expenditure guidance for the year, coming in over $9
million favorable to our previously announced expectations,
largely due to good cost control; we reduced our annual churn from
its already low level that we achieved in 2004; and finally, we
completed our initial public offering and associated debt
redemption giving us a stronger balance sheet, good liquidity and
a platform to pursue further acquisitions.  Already in 2006, we
have announced our intent to purchase Oregon Telecom - a good
match on our acquisition filters.  2004 and 2005 have been very
good years for Eschelon and we are working hard to deliver another
solid year of performance in 2006."

Total revenues for the fourth quarter of 2005 were $58.4 million,
an increase of $0.5 million from the third quarter of 2005 and an
increase of $18.2 million from the fourth quarter of 2004.  The
increase from the third quarter was primarily due to access line
growth.  The increase from the fourth quarter of 2004 is primarily
due to the inclusion of ATI and, to a lesser extent, line growth.

Pro forma adjusted gross margin for the fourth quarter of 2005 was
$33.8 million, an increase of $0.7 million from the third quarter
of 2005 and an increase of $10.1 million from the fourth quarter
of 2004.  The increase from the third quarter was due to access
line growth and lower long distance costs.  The annual increase is
due to the overall growth in revenue.

Cash operating expenses for the fourth quarter of 2005 were
$22.5 million, an increase of $0.1 million from the third quarter
of 2005 and an increase of $5.2 million from the fourth quarter of
2004.  The ATI acquisition was the primary cause for the year over
year increase.

Pro forma adjusted EBITDA for the fourth quarter of 2005 was
$11.5 million, an increase of $0.6 million from the third quarter
of 2005 and an increase of $5.1 million from the fourth quarter of
2004. Pro forma adjusted EBITDA is a non-GAAP measure.  

Capital expenditures for the fourth quarter of 2005 were
$8.8 million, an increase of $0.1 million from the third quarter
of 2005 and a decrease of $1.5 million from the fourth quarter of
2004. Capital expenditures typically fluctuate by quarter
depending upon timing of major equipment purchases.  Total capital
expenditures for the full year 2005 finished $9.1 million
favorable to the original guidance of $45 million largely due to
good cost control.

Net loss for the fourth quarter of 2005 was $5.1 million, down
from a loss of $12.5 million in the third quarter of 2005 and
$5.5 million in the fourth quarter of 2004.  The third quarter
of 2005 contained a $10.1 million charge associated with the
company's redemption of 35% of its outstanding senior notes.  
In December 2005, an independent third-party valuation of the
ATI assets acquired was completed and a purchase price
allocation adjustment was made.  As a result, the company
recorded $3.3 million of depreciation and amortization expense
in the fourth quarter of 2005 related to the adjusted asset
carrying values.  Net loss for the full year 2005 was $31.0
million as compared to income of $1.1 million in 2004.  In 2004
the company recorded an $18.2 million gain on early extinguishment
of debt, whereas in 2005 the company recorded both a debt charge-
off and additional depreciation and amortization expense as
mentioned previously.

Cash, restricted cash and available-for-sale securities at
December 31, 2005 were $31.8 million, an increase of $1.0 million
from the third quarter of 2005.

Eschelon Telecom, Inc. -- http://www.eschelon.com/-- is a  
facilities-based competitive communications services provider of
voice and data services and business telephone systems in 19
markets in the western United States.  Headquartered in
Minneapolis, Minnesota, the company offers small and medium-sized
businesses a comprehensive line of telecommunications and Internet
products.  Eschelon currently employs 1,118
telecommunications/Internet professionals, serves over 50,000
business customers and has approximately 415,000 access lines in
service throughout its markets in Minnesota, Arizona, Utah,
Washington, Oregon, Colorado, Nevada and California.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service placed Eschelon Operating Company's
ratings on review for possible downgrade following the company's
announcement that it is acquiring Oregon Telecom Inc., for
$20 million in cash.  Given the company's $30 million cash balance
as of Sept. 30, 2005, Moody's expects the acquisition will be
largely financed with new debt.  The potential financing would
increase Eschelon's pro forma leverage, thereby pressuring the
ratings downwards.

These ratings are under review for possible downgrade:

  Eschelon Operating Company:

     * Corporate Family Rating -- B3
     * $92.1 Million 8.375% Global Notes due in 2010 -- B3

This rating is affirmed:

     * Speculative Grade Liquidity Rating -- SGL-3

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services assigned its preliminary
rating of 'CCC+' to the debt securities under a $150 million
universal shelf registration by Eschelon Telecom, Inc., filed
on Feb. 1, 2006.

At the same time, Standard & Poor's affirmed its 'CCC+' corporate
credit rating on Eschelon.  S&P said the outlook remains positive.


EXIDE TECHNOLOGIES: Fran Corby Replaces Timothy Gargaro as CFO
--------------------------------------------------------------
Exide Technologies' (NASDAQ: XIDE) Board of Directors has
appointed Francis (Fran) 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 December 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.  Earlier, 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."

"I greatly look forward to being a key participant with my new
colleagues in maximizing the value of investments in Exide
Technologies," said Mr. Corby.

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.

                         *     *     *

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: Court Okays Alvarez & Marsal as Business Consultant
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 1, 2006,
Foamex International Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve Alvarez &
Marsal's employment as their business operations consultant.

Pursuant to an Engagement Letter, Alvarez & Marsal will perform a
broad range of services, including:

   (a) comprehensive review of the Debtors' business plan,
       including identification of specific initiatives and
       opportunities to improve operating performance and
       quantification of potential benefits associated with the
       initiatives;

   (b) review and assessment of existing management reporting and
       recommendations to improve reporting to focus attention on
       areas of strategic and operational opportunity;

   (c) review and assessment of manufacturing effectiveness by
       business unit and by plant;

   (d) review and assessment of overall supply chain operations
       including direct material sourcing and logistics and
       network strategy;

   (e) SG&A performance assessment by functional area and plant;
       and

   (f) evaluation of ability to adequately address SG&A
       performance gaps.

As an accommodation to the Creditors' Committee, Pauline K.
Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware, tells the Court that Alvarez & Marsal's services will
include the proposed services to be performed by A.T. Kearney.  

Aside from reimbursement of out-of-pocket expenses, the Debtors
will pay Alvarez & Marsal:

   -- $100,000 upon approval of Application;

   -- $175,000 at the end of the third week of Alvarez & Marsal's
      engagement; and

   -- $150,000 upon completion of Alvarez & Marsal's final
      report.

                       *     *     *

The Honorable Peter J. Walsh of the District of Delaware
Bankruptcy Court authorizes the Debtors to pay Alvarez & Marsal
Business Consulting LLC an initial Fee Structure payment of
$100,000.  All subsequent Fee Structure payments will be made in
accordance with the Court-approved professional compensation
procedures.

The Court approves the Debtors' indemnification agreement with
Alvarez & Marsal, as modified.  The Debtors are authorized to
indemnify the firm for any claim arising from the services
rendered as described in their Engagement Agreement.  The Debtors
have no obligation to indemnify Alvarez & Marsal for any claim
arising from the firm's gross negligence, willful misconduct or
bad faith.

In addition, Judge Walsh rules that only up to three members from
each of the Official Committee of Unsecured Creditors and the ad
hoc committee of senior secured noteholders will be permitted to
attend formal presentations and bi-weekly meetings.  Only up to
two Committee and Ad Hoc Committee representatives are permitted
to accompany Alvarez & Marsal on visits to any of the Debtors'
plants.

Judge Walsh makes clear that the Committee and the Ad Hoc
Committee will be given reasonable direct access to Alvarez &
Marsal.  However, the Committee and the Ad Hoc Committee must
maintain the confidentiality of information they may receive from
Alvarez & Marsal.

The Debtors are authorized to refrain, or to direct Alvarez &
Marsal, and the Committee and the Ad Hoc Committee to refrain
from sharing commercially sensitive information with members of
the Committee who are trade creditors.

Alvarez & Marsal's Final Plan will include an analysis of
improvement opportunities relative to the Debtors' business plan.
Alvarez & Marsal will work with the Debtors to validate the
improvement opportunities that are already incorporated into the
Debtors' business plan.  The firm will also identify and quantify
incremental improvement opportunities.  In addition, Alvarez &
Marsal will work with the financial advisors to the Debtors, the
Creditors' Committee and the Ad Hoc Committee to help them
understand the expected annual cash savings and cost to implement
the incremental improvement opportunities that the firm
identifies.

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)


FOSS MANUFACTURING: Trustee Wants to Modify Retirement Plan
-----------------------------------------------------------
Patrick O'Malley, the Chapter 11 Trustee appointed in Foss
Manufacturing Company, Inc.'s chapter 11 case, asks the U.S.
Bankruptcy Court for the District of New Hampshire for authority
to suspend the accrual of certain retirement benefits for current
employees under the Foss Companies Retirement Benefit Accumulation
Plan.

Mr. O'Malley tells the Court that he is not seeking to modify,
alter or even cease the payment of benefits to retirees currently
receiving benefits from the Retirement Plan.  The Retirement Plan,
Mr. O'Malley relates, has a year-end of March 31, 2006 and the
Retirement Plan specifically provides the Debtor with the
authority to modify or terminate the Retirement Plan.

Mr. O'Malley says that presently, the Debtor's Retirement Plan is
underfunded.  According to Mr. O'Malley, the Debtor did not make
the prepetition payments required to satisfy minimum funding
requirements of ERISA and the Internal Revenue Code.  Prior to
filing for bankruptcy, the Debtor requested a waiver from the
Internal Revenue Service for failure to pay minimum funding
requirements, Mr. O'Malley relates.  That request is still
pending.

Mr. O'Malley reminds the Court that it is presently seeking an
investor or pursuing a sale of the Debtor's asset.  The Debtor's
operation is currently being funded through a Court approved
budget in conjunction with post-petition financing obtained by Mr.
O'Malley.

Mr. O'Malley argues that there is no allocation in the budget to
fund any obligations to the Retirement plan.  Mr. O'Malley
contends that the suspension of pay credits may make the
Retirement Plan more appealing to potential investors or buyers.

The suspension, Mr. O'Malley says, will not diminish the current
employees right with respect to earned benefits and does not
suspend a Retirement Plan participant's right to earnings credit.

Due to these reasons, Mr. O'Malley concludes, the modification of
the Retirement Plan is in the best interest of the Debtor, its
estate, its creditors and other parties in interest.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of    
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D. N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  Beth E. Levine, Esq. At
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, PC represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of
$10 million to $50 million.


FOUNDATION RE: S&P Puts BB Rating on $105 Million Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to Foundation Re Ltd.'s $105 million Class D,
Series 2006-I variable rate notes due Feb. 24, 2010.
     
Foundation Re Ltd., a special purpose Cayman Islands class B
insurer whose ordinary shares are held in charitable trust, issued
the Class D notes from its $750 million catastrophe bond program
and invested the proceeds in high-quality assets within a
Regulation 114 trust account, and will swap the total return of
that asset portfolio with Delta Reinsurance Ltd., in exchange for
quarterly, LIBOR-0.11% coupons.
     
Delta Re is an Irish corporation and an indirect subsidiary of BNP
Paribas, a French banking corporation (AA/Stable/A-1+).  BNP
Paribas, acting through its New York Branch, has provided an
irrevocable guarantee for prompt payment when due of Delta Re's
obligations under the swap.
     
In November 2004, Foundation Re issued $180 million Class A Series
2004-I variable rate notes due November 2008 (LIBOR + 4.10%).  
Also at that time, Foundation Re issued $67.5 million Class B
Series 2004-I variable rate notes due Jan. 6, 2009, (LIBOR +
1.95%).  Each of these notes was supported by a total return swap
with Rabo Capital Services, as guaranteed by rated Rabobank
(Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.)
(AAA/Stable/A-1+).  The coupon on the original swaps was LIBOR-
0.145%.
     
The Class B notes respond on a second-event basis: if a
sufficiently severe U.S. earthquake or hurricane should occur,
only then do the Class B notes go on-risk, and then only for the
single following calendar year, before maturing.  In November
2004, Standard & Poor's rated the Class A notes 'BB+' and the
Class B notes 'BBB+'.
     
The proceeds of each of the three collateral accounts will serve
to provide Hartford Fire Insurance Co. (HFIC) with a source of
indexed cover for earthquake or hurricane losses in the U.S. over
a four-year risk period, as determined by the Property Claims
Service (PCS).
     
Each class of notes covers a proportional share of a notional
layer of earthquake or hurricane losses:

   * Class A notes cover a 38.71% share of hurricane index losses
     running from index values 1.71 billion to 2.18 billion;

   * Class B notes cover a 78.49% share of hurricane and
     earthquake index losses running from 152 million to 238
     million, although the Class B notes will only cover that
     layer for a single year following an activation event with an
     index value of about 1.97 billion;; and

   * Class D notes will cover a 26.25% quota share of hurricane
     and earthquake index losses running from about 1.34 billion
     to 1.74 billion.
     
HFIC will make premium payments under the reinsurance agreement
with Foundation Re.  

"Thus holders of the notes will be subject to payments that depend
on the 'AA-' rating on HFIC, the rating of the pertinent total
return swap counterparty, and the outcome of the peril modeling
that was performed by Risk Management Services (RMS)," noted
Standard & Poor's credit analyst James Doona.  "Under the model
that RMS used to assess the notes -- which was escrowed at the
first offering of notes from this program -- the Class D notes
have an annual probability of attachment of 1.59% and a four-year
probability of attachment of 6.20%."
     
The RMS risk analysis under the escrowed model may not reflect the
most current models developed by RMS.  In particular, RMS has
announced that it expects to release version 6.0 of its RiskLink
software in May 2006 and has indicated that the combined magnitude
of all changes being implemented in this model is expected to be
significant and that 30%-50% increases in average annualized
losses will not be atypical.
     
Standard & Poor's has considered the implications of this
increased annualized loss in conjunction with the projections
developed from the escrowed model when assigning the rating of
'BB'.  Once the new RMS model is publicly released and reviewed,
the ratings on the notes may be re-evaluated.
     
Goldman, Sachs & Co. led BNP Paribas in structuring and
underwriting the notes.


GARDENBURGER INC: Posts $1.4MM Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Gardenburger, Inc., delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 13, 2006.

For the three-months ended Dec. 31, 2005, Gardenburger incurred a
$1,452,000 net loss, compared to a $2,047,000 net loss for the
three-months ended Dec. 31, 2004.

Management says that the Company's results for the quarter ended
Dec. 31, 2005, have been adversely affected by increased
competition for market share as a source of growth due to flat
consumer consumption.

Gardenburger generated $8,886,000 of net sales for the quarter
ended Dec. 31, 2005, versus $9,128,000 of net sales for the
comparable period in 2004.  The $242,000, or 2.7%, decrease in net
sales in the first quarter of fiscal 2006 compared to the first
quarter of fiscal 2005 was a result of a $531,000 decrease in
sales, partially offset by a decrease in trade spending.

Decreases in sales of the Company's meat alternative products,
including entrees, were partially offset by the increase in veggie
burger products and $703,000 in sales of its Gardenburger Wraps,
which were introduced after the first quarter of fiscal 2005.

The decrease in sales of Gardenburger entrees was due to poor
consumer acceptance.  Management disclosed that the Company will
be introducing new packaging for all of its products and will
attempt to eliminate entrees from certain locations and replace
them with better selling products.

At Dec. 31, 2005, the Company's balance sheet showed $19,422,000
in total assets, $42,465,000 of liabilities and $53,062,000 of
convertible redeemable preferred stock, resulting in a
stockholders' deficit of $76,105,000.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?5a1

                   Going Concern Doubt

Haskell & White LLP expressed substantial doubt about
Gardenburger's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Sept. 30, 2005.  The auditing firm pointed to the Company's:

    -- failure to comply with certain debt covenants;
    -- working capital deficiency;
    -- negative operating cash flow in fiscal 2004;
    -- recurring losses; and
    -- chapter 11 bankruptcy filing.

                 Plan Confirmation Update

The U.S. Bankruptcy Court for the Central District of California
has scheduled a hearing to confirm Gardenburger's Plan of
Reorganization on March 15, 2006.  

Significant terms of the Plan as currently drafted are:

    -- amounts due to holders of general unsecured claims will be
       fully paid over an 18 month period;

    -- all outstanding preferred stock and common stock will be
       terminated with no compensation to the holders thereof,
       thereby converting Gardenburger to a privately held company
       from a publicly held company;

    -- cancellation of all principal, accrued interest and accrued
       exit fees due pursuant to the Note Purchase Agreement, as
       amended, with Annex Holdings I LP and Second Amended and
       Restated Convertible Senior Subordinated Note, totaling
       approximately $28.1 million as of Dec. 31, 2005, and
       issuance of new equity interests in Gardenburger to Annex
       in full satisfaction of its claim;

    -- payment of all principal and accrued interest due pursuant
       to a Revolving Credit and Term Loan Agreement, as amended,
       with CapitalSource Finance LLC, totaling approximately
       $8.2 million as of Sept. 30, 2005 paid on Nov. 22, 2005,  
       utilizing proceeds from debtor-in-possession credit
       facilities.  The Plan anticipates that the debtor-in-
       possession credit facilities will convert to exit
       financing on the effective date of the Plan;
  
    -- implementation of a management equity incentive plan
       pursuant to which members of Gardenburger's management
       will receive equity interests in the reorganized company;
       and

    -- ongoing operation of the Company's business on a viable
       basis following confirmation of the Plan.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and  
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz, represent the Debtor in its
restructuring efforts.  Marc J. Winthrop, Esq., Robert E. Opera,
Esq., Sean A. O'Keefe, Esq., and Paul J. Couchot, Esq., at
Winthrop Couchot, P.C., represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GLATFELTER: Earns $38.6 Million in Fiscal Year 2005
---------------------------------------------------
Glatfelter (NYSE:GLT) disclosed financial results for its fourth
quarter and fiscal year ended December 31, 2005, to the Securities
and Exchange Commission on Feb. 14, 2006.

The company reported net income of $26.9 million, for the fourth
quarter of 2005, compared to $19.3 million for the same period of
2004.  The current year's quarterly results include after tax
gains totaling $22.8 million from the sale of timberlands and
insurance recoveries as well as after-tax restructuring charges
totaling $1.0 million.  The fourth quarter of 2004 results include
gains from timberland sales aggregating $13.6 million and a
restructuring charge totaling $2.0 million.  Excluding these items
from each quarter's results, adjusted earnings were $5.2 million
in the fourth quarter of 2005, compared with $7.7 million, or in
the year-earlier quarter.

Operating income in the Specialty Papers business unit totaled
$2.0 million in the fourth quarter of 2005 compared with $4.0
million in the same quarter a year ago.  The benefits of stronger
pricing conditions and demand across most markets were more than
offset by higher input costs. Long Fiber & Overlay Papers'
operating income declined $2.3 million to $3.2 million in the
quarter-to-quarter comparison primarily due to higher input costs
and softer pricing in this business unit's key markets.

"We experienced strong growth in our Specialty Papers business
unit during the quarter," said George H. Glatfelter II, Chairman
and Chief Executive Officer.  "Volume in this business increased
8% led by a very strong 21% increase in Engineered Products.  Our
new product development capabilities resulted in the scale-up of
several new business opportunities and we expect this progress to
continue.  While Specialty Papers' fourth quarter results were
lower than a year ago, we are becoming more optimistic about the
first half of 2006."

"In addition, despite a difficult business climate in certain Long
Fiber & Overlay Papers markets that resulted in substantial
market-related downtime, we are beginning to see indications of
improvement in this unit's key markets," added Mr. Glatfelter.

Net sales totaled $143.2 million for the fourth quarter of 2005,
an increase of 2.7% compared to the same quarter a year ago. In
the Company's Specialty Papers business unit, net sales increased
$9.2 million, or 11.0%, consisting of an 8.2% increase in volume
and $2.3 million attributable to higher product pricing.  Net tons
shipped in the quarter-to-quarter comparison were particularly
strong in this unit's engineered products and envelope &
converting markets, which generated volume growth of approximately
21% and 7%, respectively.  Long Fiber & Overlay Papers' shipments
increased approximately 4% and selling prices declined $1.5
million on a constant currency basis in the quarter-to-quarter
comparison.

Costs of products sold increased $9.9 million, to $122.4 million,
compared to the same quarter a year ago.  The increase was
primarily due to higher net tons shipped, $3.8 million
attributable to higher costs of fiber, other raw materials and
energy, as well as higher maintenance costs.  Further, the Company
experienced market-related downtime during the fourth quarter of
2005 approximating 8% of the production capacity of its Long Fiber
& Overlay Papers business unit.  Gross profit declined to $23.1
million for the fourth quarter of 2005 compared to $28.8 million
in the year earlier quarter.

During the fourth quarter of 2005, the Company began to implement
its European Restructuring and Optimization Program, a
comprehensive series of actions designed to improve the operating
performance of the Long Fiber & Overlay Papers business unit.
Restructuring charges in the current quarter associated with this
program totaled $1.6 million, pre tax, and were for severance and
related benefits associated with the elimination of certain
positions at the Gernsbach, Germany facility.

Sales of timberlands completed during the quarter consisted of
2,488 acres for $21.0 million in cash.  In the year ago quarter,
the Company completed the sale of 2,400 acres of timberlands for
$23.5 million in cash.  These transactions resulted in a pre-tax
gain of $20.3 million and $23.0 million, respectively.

The Company also successfully resolved certain claims under
insurance policies related to the Fox River environmental matter.
Insurance recoveries included in the 2005 fourth quarter's results
totaled $18.0 million and have been fully received in cash.

The Company's effective tax rate for the fourth quarter of 2005
and 2004 was 36.9% and 36.2%, respectively.  The effective tax
rate on adjusted earnings for the fourth quarter of 2005 and 2004
was 14.3% and 24.8%, respectively.

                         Full Year Results

For the full year of 2005, net income totaled $38.6 million
compared to $56.1 million of the same period in 2004.  The
reported results for the full year 2005 include after tax gains
totaling $24.0 million, from insurance recoveries and the sale of
timberlands, as well as restructuring charges totaling $1.0
million. The results for 2004 benefited from after-tax gains
totaling $55.5 million from sales of timberlands and the corporate
aircraft and from insurance recoveries.  Restructuring charges in
2004 totaled $12.7 million.  Excluding these items from each
year's results, adjusted earnings were $15.6 million in 2005
compared with $13.4 million share a year ago.

Commenting on the near term outlook, Mr. Glatfelter stated,
"Heading into 2006, we are seeing strong demand for our Specialty
Papers products and prices in many of these markets are
strengthening.  At the same time, high input costs, that in
certain instances continue to rise, reflect an ongoing concern. We
are keenly focused on addressing the challenges facing our Long
Fiber & Overlay Papers business.  We have begun to see indications
of improving demand for this unit's products, particularly in the
Food & Beverage markets.  However, sluggish economic conditions
and an imbalance of supply and demand in our Composite Laminates
markets will continue to adversely impact the overall performance
of this business unit.  As part of the EURO Program, we are
implementing a significant workforce efficiency plan at each of
our European facilities.  Together with other aspects of the EURO
Program, we expect to achieve step-change improvement in our cost
structure from these efforts which will approximate $7 million to
$9 million annually, by 2008."

                        Timberland Strategy

The Company recently completed an extensive study to determine the
optimum approach for managing its timberlands in a way that
creates the greatest value for its shareholders.  The study
considered many factors including, among others, land valuations,
external and internal wood costs and future fiber requirements.
The Company concluded that the most advantageous approach is to
sell all 40,000 acres of higher and better use properties in an
orderly fashion.  In some cases, low cost, low risk opportunities
may exist to add value to some of these acres through
entitlements.  It is estimated that the cost of fiber will
increase by approximately $0.03 to $0.06 per share annually when
the entire 40,000 acres are sold but that the benefit from the
proceeds will far outweigh this increased cost.  For the present,
the Company intends to retain the pure timberland properties to
mitigate the cost of replacing internally generated wood with
outside sources.  Execution of the Timberland Strategy is expected
to take approximately three to five years to complete and is
estimated to provide pre-tax cash proceeds of approximately $150
million to $200 million, assuming, among other factors, acceptable
market conditions and a carefully executed plan of disposition.

Mr. Glatfelter stated, "We continue to approach our business in a
fiscally disciplined manner and further monetization of our
timberland assets will allow us to create additional benefit for
our shareholders, maintain our strong balance sheet, and generate
increased flexibility for value creation."

Headquartered in York, Pennsylvania, Glatfelter --
http://www.glatfelter.com/-- is a global manufacturer of  
specialty papers and engineered products. U.S. operations include
facilities in Spring Grove, Pa., and Neenah, Wis.  International
operations include facilities in Germany, France and the
Philippines and an office in China.  Glatfelter's common stock is
traded on the New York Stock Exchange under the ticker symbol GLT.

Glatfelter's 6-7/8% Series B Notes due 2007 carry Moody's Investor
Service's Ba1 rating and Standard & Poor's Rating Services' BB+
rating.


GOODYEAR TIRE: Incurs $51 Million Net Loss in Fourth Quarter
------------------------------------------------------------
The Goodyear Tire & Rubber Company reported record sales for the
fourth quarter and the full year of 2005. The company's full year
net income is the highest since 1998.

"Strong demand for our innovative new tires coupled with improved
marketing drove a richer product mix and record sales for the
company," said Robert J. Keegan, chairman and chief executive
officer.

Goodyear reported sales of $4.9 billion in the fourth quarter of
2005.  Sales benefited from improved pricing and product mix and
higher volume in the international tire businesses, while the
effect of currency translation reduced sales by approximately
$107 million in the quarter.

Fourth quarter total segment operating income was $226 million,
including the $15 million impact of the hurricanes in the U.S.
Gulf Coast region.  This compares to segment operating income of
$238 million in the 2004 quarter.  Raw material costs increased
13 percent, or $160 million, compared to the year-ago quarter.   
Improvements in price and mix of approximately $190 million,
however, more than offset these cost increases.

Goodyear reported a net loss of $51 million for the 2005 fourth
quarter, which includes a $78 million after-tax loss on asset
sales.

The company had net income of $125 million for the 2004 fourth
quarter.  The period was positively impacted by an after-tax
insurance settlement benefit of $157 million.

"Our company completed another very good year, and I am extremely
proud of the progress we made in 2005," Mr. Keegan said.  "I am
gratified by the work of our people, who demonstrated an intense,
informed market focus and a commitment to innovation and building
strong brands.

"Our new product success reflects our commitment to understanding
consumer needs and providing them with relevant technology to meet
those needs," he said.  "The market has responded positively to
our new high margin tires such as Assurance and SilentArmor in
North America, UltraGrip 7 and RunOnFlat in Europe. Earlier this
month, we unveiled our latest new premium tire for North American
consumers, Eagle ResponsEdge with carbon fiber, a performance
touring tire," he continued.

"While escalating raw material costs and currency fluctuations
will continue to challenge our business, our fundamentals remain
sound.  We believe the impact of our innovative new products,
together with intensified efforts to reduce costs and improve our
mix, gives us a solid foundation to continue our turnaround," Mr.
Keegan said.

The company continues to focus on reducing its working capital
requirements and made production adjustments during the quarter to
reduce global tire inventories, particularly in Europe and Latin
America.  Inventories were down about 2 million units from the
third quarter of 2005 and more than 600,000 units from a year ago.

                        Full Year Results

Goodyear's net sales for 2005 were a record $19.7 billion, an
increase of 7 percent over $18.4 billion in 2004.

Sales increased in 2005 largely due to improved pricing and
product mix in all of the company's business units, higher unit
volume and currency translation.  The company estimates that
currency translation had a positive impact on sales of
approximately $211 million.

Goodyear's net income in 2005 nearly doubled to $228 million,
compared to $115 million in 2004.  Segment Operating income from
the company's business segments was almost $1.2 billion, a 23
percent increase compared to $946 million in 2004.  Full-year 2005
results include the previously mentioned fourth quarter hurricane
impact as well as $10 million recorded in the third quarter.

For the year, raw material costs increased 11 percent, or
approximately $550 million, compared to 2004.  This was offset by
price/mix improvement of approximately $635 million.

During 2005, total debt was reduced by $257 million and net debt
by $467 million, while the company made more than $500 million in
contributions to its pension plans.

Goodyear has concluded that the two material weaknesses identified
in its December 31, 2004 management report on internal control
over financial reporting have been successfully remediated as of
December 31, 2005 and no material weaknesses have been identified
in conjunction with management's 2005 assessment.

"Our remediation of these material weaknesses demonstrates that
the changes we have made to our internal controls are working,"
Mr. Keegan said. "I am pleased with the progress we made in 2005."

Headquartered in Akron, Ohio The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's
largest tire company.  The company manufactures tires, engineered
rubber products and chemicals in more than 90 facilities in 28
countries.  It has marketing operations in almost every country
around the world.  Goodyear employs more than 80,000 people
worldwide.

                         *     *     *

Goodyear's 9% Senior Notes due 2015 carry Moody's Investor
Service's B3 rating, Standard & Poor's B- rating, and Fitch
Ratings' CCC+ rating.


GSI GROUP: John Henderson Replaces Robert Girardin as New CFO
-------------------------------------------------------------
The Board of Directors of GSI Group Inc. appointed John W.
Henderson as the company's Chief Financial Officer, effective
Feb. 13, 2006.  Mr. Henderson will replace Robert E. Girardin, who
had been Interim Chief Financial Officer since Jan. 30, 2006.

Mr. Henderson will receive an annual base salary of $200,000 and
will be eligible to receive discretionary annual performance
bonuses as determined by the Company's Board of Directors.

Mr. Henderson has more than 20 years of experience with Case
Corporation and its successor company CNH Global, a global leader
in construction and agricultural equipment, and its affiliates,
including the past eight years as a Vice President.  He was most
recently Vice President and Controller, North American
Agricultural Business.

Mr. Henderson holds a Bachelor of Science Degree from the
University of Wisconsin and a Masters of Business Administration
from Marquette University.

Mr. Henderson is an investor in the parent corporation of this
Company, and as an officer he will be eligible to participate in
stock option grants from this Company and its parent corporation.

                           New Director

GSI's Board of Directors appointed Paul W. Farris, age 59, as a
director, effective Feb. 15, 2006.  Mr. Farris will be compensated
$25,000 annually for his service as a director.

Mr. Farris is the Landmark Communications Professor of Business
Administration at the Darden School of Business of the University
of Virginia, where he teaches marketing and e-business courses in
the school's MBA, doctoral and executive programs.  Prior to his
appointment to the Darden faculty in 1980, he taught at the
Harvard Business School, and previously worked in marketing
management for Unilever in Germany and for the Lintas advertising
agency.  He currently serves on the Board of Directors of Sto,
Inc.  Mr. Farris holds a Bachelor's Degree in Science from the
University of Missouri, an MBA from the University of Washington
and a DBA from Harvard.

It is expected that Mr. Farris will be named to the Audit and
Compensation Committees of the Board of Directors.

Mr. Farris is an investor in the parent corporation of this
Company, and as a director he will be eligible to participate in
stock option grants from this Company and its parent corporation.

Based in Assumption, Illinois, GSI Group Inc. is one of the
largest global manufacturers of grain storage bins and related
drying and handling systems, as well as capital equipment for
swine and poultry producers.  GSI markets its products in
approximately 75 countries through a network of more than 2,500
independent dealers to grain, protein producers and large
commercial businesses.  In May 2005, GSI was acquired by
Charlesbank Capital Partners, a Boston-based private equity firm
known for partnering with experienced management teams to grow
fundamentally strong businesses.

                            *   *   *

GSI Group Inc.'s 12% Senior Unsecured Notes due 2013 carry Moody's
Investors Service's B3 rating and Standard and Poor's B- rating.


HARRY & DAVID: S&P Revises Outlook to Negative & Affirms B Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty food gifts and horticultural products marketer Harry &
David Operations Corp. to negative from stable.  The ratings on
the company, including its single 'B' corporate credit rating, are
affirmed.
     
The outlook revision is based on:

   * Medford, Oregon-based Harry & David's weaker-than-expected
     operating performance in the important second quarter ended
     Dec. 24, 2005;

   * the potential for covenant violations under its revolving
     credit facility over the next quarters; and

   * weakening credit protection measures.
      
"The ratings on Harry & David Operations Corp.," said Standard &
Poor's credit analyst Ana Lai, "reflect an aggressive financial
policy and a highly leveraged capital structure."

Other factors include the company's participation in the intensely
competitive and fragmented specialty food gifts direct marketing
and retailing businesses, and the very high seasonality of its
operations.


HEXCEL CORP: S&P Upgrades Corporate Credit Rating to BB- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Hexcel
Corp., including the corporate credit rating to 'BB-' from 'B+',
and removed the ratings from CreditWatch, where they were placed
with positive implications on Jan. 26, 2006.  The outlook is
positive.  The composites supplier has around $420 million in
debt.
      
"The upgrade reflects an improved financial profile resulting from
operational and financial restructurings and a recovery in the
commercial aerospace market," said Standard & Poor's credit
analyst Christopher DeNicolo.
     
Hexcel has used cash from operations and the proceeds from asset
sales and a preferred equity investment in 2003 to reduce debt
significantly.  As a result, debt to EBITDA has declined to around
2.5x from 12x in 2001.  In addition, the company's book equity has
improved significantly due to conversion of the preferred stock to
common and reversal of a $118 million deferred tax valuation
allowance.  Debt to capital is now below 70%.  In early 2005, the
company refinanced its entire debt structure, lowering interest
costs significantly and extending maturities.  

Operating margins have improved to the midteens percent area due
to:

   * cost reduction efforts;
   * operating leverage from higher revenues; and
   * a favorable product mix.

Other credit protection measures have similarly strengthened, with
funds from operations to debt above 25% and EBITDA interest
coverage about 5x.  These trends are expected to persist as the
commercial aerospace market continues to strengthen.  However,
debt reduction will be modest in 2006 as significantly higher
capital expenditures to fund an expansion of carbon fiber capacity
will limit excess cash flow.
     
The ratings on Stamford, Connecticut-based Hexcel reflect
participation in the cyclical and competitive commercial aerospace
industry.  Hexcel is the world's largest manufacturer of advanced
structural materials, such as:

   * lightweight, high-performance carbon fibers;
   * structural fabrics; and
   * composite materials

for the:

   * commercial aerospace;
   * defense and space;
   * electronics;
   * recreation; and
   * industrial sectors.
     
Revenues and earnings are likely to benefit from the recovery in
the commercial aircraft market and favorable long-term trends in
military aircraft and wind energy.  These improvements, combined
with lower debt levels and cost reduction efforts, could result in
a credit profile warranting an upgrade in the intermediate term.
In a less likely scenario, the outlook could be revised to stable
if the recovery in the commercial aerospace market slows,
frustrating management's efforts to improve the company's
financial profile.


HIGH VOLTAGE: Court Approves EAG Settlement
-------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, approved a
stipulation resolving High Voltage and its debtor-affiliates'
dispute with EAG Acquisition, LLC,  over the allocation of certain
amounts  that have been held in escrow since the sale of the
Debtor's Evans Analytical Group Division to EAG on Sept. 2, 2005.

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Stephen S. Gray, the Chapter 11 Trustee appointed in the Debtors'
bankruptcy cases, agreed to sell all assets associated with Evans
Analytical to EAG for $28.1 million, subject to customary working
capital adjustments.  Pending the final determination of the final
closing date working capital, EAG consented to pay the purchase
price in part by depositing $250,000 into escrow.  

Pursuant to the settlement agreement, EAG and Mr. Gray agree that
the EAG is entitled to 26.3% or $65,734 of the Holdback Escrow
Amount while the Debtors are entitled to the remaining 73.7% or
$184,266 of the escrowed amount.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and   
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.


HIGH VOLTAGE: Yaskawa Rejection Damage Hearing Moved to August 23
-----------------------------------------------------------------
The U.S. District of Massachusetts, Eastern Division, moved the
evidentiary hearing related to Yaskawa Electric Corporation's
motion to allow rejection damages against High Voltage Engineering
Corporation and its debtor-affiliates to August 23, 2006.  The
hearing was originally scheduled for June 21, 2006.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Yaskawa claims rejection damages totaling $4.5 million in addition
to the $2.9 million claim it previously filed against the Debtors'
estate.  

Yaskawa filed its claim for damages after the Bankruptcy Court
authorized Stephen S. Gray, the chapter 11 Trustee appointed in
the Debtors' chapter 11 cases, to reject Yaskawa's supply
contracts with Robicon Corporation.

A copy of the 42-page supply contract is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060126034709

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and    
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.  
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.  
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.


INTERCELL INT'L: Posts $4,854 Net Loss in Quarter Ended Dec. 31
---------------------------------------------------------------
Intercell International Corporation filed its financial reports
for the first fiscal quarter ended Dec. 31, 2005, with the
Securities and Exchange Commission.

The Company reported $4,854 net loss on $0 sales for the three
months ended Dec. 31, 2005.  At Dec. 31, 2005, Intercell's balance
sheet showed $94,698 in total assets, $429,567 in total
liabilities, resulting in a $334,868 stockholders' equity deficit.

A full-text copy of Intercell International's financial reports
for the first fiscal quarter ended Dec. 31, 2005, is available at
no charge at http://ResearchArchives.com/t/s?5ab

Headquartered in Denver, Colorado, Intercell International
Corporation -- http://www.intercell.com/-- is a technology    
holding company that provides capital, guidance, and strategic
support to small private technology companies.  The Company filed
for chapter 11 protection on March 16, 2005 (Bankr. D. Colo. Case
No. 05-15181).  Michael A. Littman, Esq., in Arvada, Colorado,
represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from its creditors, it listed
$180,898 in total assets and $400,800 in total debts.


INTERSTATE BAKERIES: Mrs. Cubbison Unit Wants May 30 Bar Date
-------------------------------------------------------------
To finalize a comprehensive and viable go-forward business plan,
Mrs. Cubbison's Foods, Inc., will require complete and accurate
information regarding the nature, amount and status of all claims
that will be asserted in its Chapter 11 case.  

Mrs. Cubbison's Foods is an affiliate of Interstate Bakeries
Corporation.  Mrs. Cubbison's Foods' chapter 11 case is jointly
administered with that of Interstate Bakeries' and its debtor-
affiliates'

The establishment of a deadline for filing claims at this time
will advance that process, J. Eric Ivester, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, says.

Accordingly, Mrs. Cubbison's asks the Court to establish:

    (a) May 30, 2006, as the last day for all persons and entities
        holding or wishing to assert a claim to file a proof of
        claim against it;

    (b) the later of the General Bar Date or 30 days after an
        affected claimant is served with a notice that Mrs.
        Cubbison's has amended its Schedules of Assets and
        Liabilities, as the deadline for filing a proof of claim
        in respect of the amended scheduled claim;

    (c) the later of the General Bar Date or 30 days after the
        effective date of any order authorizing the rejection of
        an executory contract or unexpired lease, as last day by
        which a proof of claim relating to Mrs. Cubbison's
        rejection of the contract or lease must be filed; and

    (d) July 13, 2006, as the deadline for all governmental units
        to file a proof of claim.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  Another affiliate, Mrs. Cubbison's Foods, Inc., filed
on Jan. 14, 2006.  Mrs. Cubbison's Foods' chapter 11 case is
jointly administered with the cases of the eight other Debtors.  
J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Kenneth A. Rosen, Esq., at Lowenstein
Sandler, PC, represents the Official Committee of Unsecured
Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ITRON INC: Earns $16.9 Million in Fourth Quarter
------------------------------------------------
Itron, Inc. (Nasdaq:ITRI) reported financial results for its
fourth quarter and fiscal year ended December 31, 2005.  Full year
results include twelve months of Electricity Metering operations
in 2005, compared with six months in 2004, as the acquisition of
that business closed on July 1, 2004.

Fourth quarter 2005 revenues were $160.0 million, 22% higher than
fourth quarter 2004 revenues of $131.4 million.  For the full
year, revenues were $552.7 million in 2005, compared with $399.2
million in 2004, with growth in 2005 reflecting a full year of
Electricity Metering revenues as well as internal growth in all
segments.

GAAP net income was $16.9 million compared with a loss of $7.0
million for the fourth quarter of 2004. GAAP net income for the
full year 2005 was $33.1 million, or $1.33 per diluted share,
compared with a loss of $5.3 million.

GAAP net income in the fourth quarter of 2005 includes
approximately $8 million of tax benefits associated primarily with
a reorganization of legal entities that allowed us to recognize
foreign subsidiary deferred tax assets from prior years.  Full
year 2005 GAAP net income also includes a tax benefit of $5.9
million for the recognition of R&D tax credits related to prior
year qualifying R&D expenditures.

Gross margins were 41% for the quarter and 42% for the full year
2005, compared with 42% and 43% for the same periods in 2004.

   -- MDC gross margin was 40% in the quarter compared to 44% in
      the fourth quarter of last year.  Full year MDC gross margin
      was 43% compared with 45% in 2004.  The lower margins in
      2005 result from lower average selling prices for standalone
      AMR modules, offset by a higher mix of gas AMR modules and
      handheld systems.

   -- Electricity Metering gross margin was 39% during the quarter
      compared with 40% during the fourth quarter of 2004.  For
      the full year 2005, Electricity Metering gross margin was
      41% compared to 40% in 2004.  Gross margin changes from
      2004 to 2005 are primarily related to changes in the mix of
      meters sold and services provided.

   -- Software Solutions gross margins were 47% for the quarter
      and 43% for the full year in 2005, compared with 42% and 37%
      for the same periods in 2004.  The higher margins in 2005
      reflect a higher mix of license and maintenance fees.

New order bookings during the quarter were $149 million, compared
with $128 million in the fourth quarter of 2004.  New order
bookings for the full year 2005 were $655 million, surpassing the
previous record of $358 million in new orders in 2004 (2004
reflects six months of Electricity Metering new order bookings
compared with twelve months in 2005).

Total backlog was $324 million at December 31, 2005, compared with
$179 million one year ago.  Twelve-month backlog, which represents
the estimated portion of backlog that is expected to be earned
over the next twelve months, was $188 million at December 31,
2005, compared with $97 million one year ago.

The Company generated $30.1 million of cash from operations during
the quarter compared with $25.5 million during the fourth quarter
of 2004.  Cash flow from operations was $79.6 million for the full
year 2005 compared with $53.1 million for 2004.  Net capital
expenditures (Capex), were approximately $21.7 million for the
fourth quarter of 2005, of which $19.8 million was for the
purchase of a new headquarters building, and $32 million for the
full year.  By comparison, net Capex were $2.8 million in the
fourth quarter and $12.8 million for the full year in 2004.

EBITDA (earnings before interest, income taxes, depreciation and
amortization) more than doubled in 2005.  EBITDA was $28.7 million
and $97.7 million for the fourth quarter and full year 2005
compared with $12.7 million and $42.4 million for the same periods
in 2004.

During the fourth quarter and full year 2005, the Company made $3
million and $124 million in optional repayments on our term bank
debt.  Approximately $60 million of repayments in 2005 came from
proceeds from the issuance of 1.7 million shares of common stock
in May 2005.  So far in 2006, the Company made $9.7 million in
additional optional repayments, resulting in our having repaid
$170 million of the $185 million term bank debt borrowed in
connection with the Electricity Metering acquisition on July 1,
2004.

During the fourth quarter of 2005, the Company closed on the
purchase of a new headquarters facility for a total purchase price
of approximately $19.8 million, of which $5 million was paid in
cash and the remaining balance of $14.8 million was financed with
a new real estate loan.

A full-text copy of the Company's quarterly and fiscal report for
the period ended Dec. 31, 2005, is available for free at:

            http://researcharchives.com/t/s?5a6

Headquartered in Spokane, Washington, Itron, Inc. --
http://www.itron.com/-- is a leading technology provider and  
critical source of knowledge to the global energy and water
industries.  More than 2,800 utilities worldwide rely on Itron
technology to deliver the knowledge they require to optimize the
delivery and use of energy and water.  Itron delivers value to its
clients by providing industry-leading solutions for meter data
collection, energy information management, demand side management
and response, load forecasting, analysis and consulting services,
transmission and distribution system design and optimization, web-
based workforce automation, C&I customer care, enterprise and
residential energy management.

Itron, Inc.'s 7-3/4% Convertible Senior Subordinated Notes due
2012 carry Moody's Investor Service's B2 rating and Standard &
Poor's Rating Services' B rating.


J.C. PENNEY: S&P Puts BB+ Corporate Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
department store company J.C. Penney Co. Inc. (and subsidiaries),
including its 'BB+' corporate credit rating, on CreditWatch with
positive implications.
     
This listing reflects the likelihood that ratings for this Plano,
Texas-based company will be raised to investment grade as a result
of its steady progress in reestablishing itself as a much more
effective player in the moderately priced, intensely competitive
department store sector.  

According to Standard & Poor's credit analyst Gerald A.
Hirschberg, "Standard & Poor's recognizes that the company has
made substantial progress in improving sales, margins, and market
share, and that this has brought the department store and
catalog/Internet operations to an investment-grade business
profile."  

Operating improvement was made in each of the past five years, and
the company has led the department sector by achieving five
consecutive years of same-store sales growth.


KNIGHT FULLER: Posts $2.6 Mil. Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Knight Fuller, Inc., delivered its financial results for the
quarter ended Dec. 31, 2005, to the Securities and Exchange
Commission on Feb. 16, 2006.

For the three-months ended Dec. 31, 2005, Knight Fuller incurred a
$2,688,887 net loss, in contrast to a $931,936 net loss for the
comparable period in 2004.

The Company's revenues increased from $1.3 million for the three
months ended Dec. 31, 2004 to $1.6 million for the three months
ended Dec. 31, 2005.  Management attributes the increase to an
increase in the number of televised award shows the Company
supported, resulting in increased revenues from production
services and music equipment rentals.

The Company's balance sheet at Dec. 31, 2005, showed $7,926,005 in
total assets, $10,799,026 in liabilities and 482,301 in
consolidated variable interest entity, resulting in a
stockholders' deficit of $3,355,322.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?5a5

                     Going Concern Doubt

Cordovano and Honeck LLP expressed substantial doubt about Knight
Fuller's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to the Company's significant
operating losses.

                     About Knight Fuller

Knight Fuller, Inc., is engaged primarily in:

     a) providing production and support services for live musical
        performances at televised award shows;

     b) renting its studio facilities to musicians for rehearsal,
        production and recording; and

     c) renting musical instruments and related equipment for use
        at its studios and other venues.

In 2004, the Company formed a division, rehearsals.com, to engage
in the ownership, development and commercial utilization of
entertainment content. The Company's business plan is to develop
and produce audio-visual content of various established musical
artists and partner with individuals or companies that control
various forms of established or developable content.
Additionally, the Company may promote artists with brand and
licensing partners.


LEGACY ESTATE: Court Says No to an Official Growers Committee
-------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California denied Rodgers Creek Vineyard,
LLC's request for an Official Committee of Growers in The Legacy
Estate Group LLC's chapter 11 proceeding.  Judge Jaroslovsky
affirmed the Growers' right to raise any issue, appear and be
heard as an unofficial committee.

Judge Jaroslovsky also ordered that the Unofficial Committee of
Growers will have all the rights of an official committee pursuant
to Section 1103(c) of the Bankruptcy Code, except the Committee's
professionals won't be paid by the Debtor's estate during the
course of the chapter 11 restructuring.  

As reported in the Troubled Company Reporter on Jan. 2, 2006,
Rodgers Creek asked the Court to appoint an Official
Committee of Growers pursuant to Section 1102(a)(2) of the
Bankruptcy Code citing that an additional committee was necessary
since the claims of growers represent a significant portion of the
Debtor's prepetition debt and may conflict with other claims in
the Debtor's chapter 11 case.

Mark Couchman, managing member at Rodgers Creek, told the Court
that the growers are owed about $5.1 million.  Mr. Couchman said
that the growers have claims which conflict with other creditors
in the case based upon the lien provided producers of agricultural
product pursuant to Section 55631 of the California Food and
Agricultural Code.  Mr. Couchman related that the lien is
problematic due to the process by which the product is produced
from the grapes supplied.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent 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 between $50
million and $100 million.


MARK EDWARDS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mark Edwards Ltd., Inc.
        dba Mark Edwards Ltd.
        275 Goosley Boulevard
        Deerfield Beach, Florida 33442
        Tel: (954) 698-0422

Bankruptcy Case No.: 06-10490

Type of Business: The Debtor designs and manufactures jewelry.  
                  See http://markedwardsltd.com/

Chapter 11 Petition Date: February 17, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  Rappaport & Rappaport, LLC
                  1300 North Federal Highway #203
                  Boca Raton, Florida 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350

Debtor's financial condition as of February 15, 2006:

      Total Assets: $1,200,000

      Total Debts:    $975,000

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Stuller                          Trade Debt            $215,446
302 Rue Louis XIV
Lafayette, LA 70508

Edward O`Brien                   Trade Debt            $140,000
6147 Northwest 31st Avenue
Boca Raton, FL 33496-3375

Ruden McClosky Smith             Trade Debt             $62,000
Schuster & Russell, P.A.

Global Diamonds Inc.             Trade Debt             $32,321

American  Express                Trade Debt             $31,390

Bank of America (Credit Card)    Trade Debt             $24,346

Chase                            Trade Debt             $18,629

NFIB                             Trade Debt              $6,721

Bank of America Small Business   Trade Debt              $5,865

Office Depot                     Trade Debt              $5,813

Chase (Credit Card)              Trade Debt              $5,544

Wells Fargo Bank (LOC)           Trade Debt              $4,803

Gunster Yoakley                  Trade Debt              $3,903

Michael G. Chandross             Trade Debt              $3,900

Home Depot (Credit Card)         Trade Debt              $2,623

MBNA America (LOC)               Trade Debt                $750

Federal Express                  Trade Debt                $582

Dell Financial Services          Trade Debt                $250


MEDTECH MEDICAL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MedTech Medical Staffing of New England, Inc.
        777 Penn Center Boulevard, Suite 111
        Pittsburgh, Pennsylvania 15235

Bankruptcy Case No.: 06-10162

Debtor affiliates filing separate Chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      JC Nationwide, Inc.                          06-10163
      MedTech Franchising, Inc.                    06-10164
      World Health Staffing, Inc. (Delaware)       06-10165
      World Health Alternatives, Inc.              06-10166
      World Health Staffing, Inc. (California)     06-10167
      Better Solutions, Inc.                       06-10168

Type of Business: The Debtors are human resource firms providing
                  healthcare specialists for staffing and
                  consulting needs.  See http://www.whstaff.com/

Chapter 11 Petition Date: February 20, 2006

Court: District of Delaware (Delaware)

Debtors' Counsel: Stephen M. Miller, Esq.
                  Morris, James, Hitchens & Williams LLP
                  222 Delaware Avenue
                  P.O. Box 2306, 10th Floor
                  Wilmington, Delaware 19899-2306
                  Tel: (302) 888-6853
                  Fax: (302) 571-1750

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Palisades Master Fund, Ltd       Notes                 $8,646,257
200 Mansell Court East
Suite 550A
Roswell, GA 30076

Internal Revenue Service         Payroll Taxes         $6,946,888
1000 Liberty Avenue              and Penalties
Pittsburgh, PA 15222

Bristol Investment Fund Ltd.     Notes                 $5,186,085
10990 Wilshire Boulevard
Suite 1410
Los Angeles, CA 90024

McWen Inc. aka Parker            Acquisition Notes     $2,206,319
Services, Inc.
425 Pie Street - Suite 600
Seattle, WA 96101-4078

Universal Staffing               Acquisition Notes     $1,319,872
3820 Cassia Drive
Orlando, FL 32828

Alston & Bird                    Legal Fees              $334,258

Canawill, Inc.                   Insurance Premium       $177,476

CurleyMed                        Earn Out Payment        $150,356

Wedgebrook Heathrock LLC         Lease Facility          $132,000

First Insurance Funding Corp.    Insurance Premium        $84,312

BMW Financial Services, LLC      Lease Equipment          $59,999

Matrix Resources, Inc.           Software Consultation    $35,654

Broadlane                        Trade                    $35,341

Daskal Bolton                    Trade                    $30,617

AICCO, Inc.                      Insurance Premium        $30,169

Bruce Hayden, Esq.               Legal Fees               $21,263

Saxas Construction               Services                 $21,130

Cherry, Bekaert & Holland, LLP   Auditor Bill             $14,951

Rockside-77 Properties Ltd.      Lease Payments           $14,932

1499 Realty                      Lease Payments           $14,838

OM Workspace                     Office Furniture         $13,232

LAPF Portland, Inc.              Lease Payments           $12,087

Joseph Sofer                     Rent Payments            $10,832

Weinstock & Scavo, P.C.          Legal Bills               $9,320

Cypress Communications           Phone Bills               $8,334

Del Mar Consulting               IR Consulting             $6,000

John C. Radovich LLC             Lease Payment             $4,699

HQ Global Workplace              Rent Payments             $4,099

Pitney Bowes                     Postage                   $2,584

Steven & Jason Navarro           Rent Payments             $2,370


MUSICLAND HOLDING: Court Approves Assumed & Assigned Leases
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 8, 2006,
Musicland Holding Corp. and its debtor-affiliates proposed to
notify each lessor of a proposed assumption and assignment of the
61 Media Play leases.  The Debtors will also provide a schedule of
all their outstanding obligations under the Leases through the
bankruptcy filing.

                            DDR Objects

Developers Diversified Realty Corporation is the owner or agent
for the owner of four shopping centers in which Debtors operate or
previously operated retail stores pursuant to written leases.

DDR objects to any proposed assumption and assignment of its
Leases unless Debtors and the proposed assignee comply with all of
the requirements of Sections 365(b) and (f) of the Bankruptcy
Code.  Absent the ability, or willingness, of the assignee and
Debtors to satisfy those requirements the proposed assumption and
assignment must be denied.

DDR complains that the Debtors failed to provide adequate
assurance information in advance of the scheduled hearing.  Thus,
DDR wants the U.S. Bankruptcy Court for the Southern District of
New York to continue the hearing at a later date until the Debtors
provide adequate assurance information.

                           *     *     *

Judge Stuart M. Bernstein approved the assumption and assignment
of certain Sale Agreements.  A list of the assumed and assigned
leases subject to the Court-approved Sale Agreements is not
available in the Court docket.

In connection with the assumption and assignment of certain Sale
Agreements, the Court authorizes the Debtors to pay these amounts
to the landlord, in full and final satisfaction of all obligations
to cure defaults:

       Store No.        Cure Amount
       ---------        -----------
         8124              $14,150
         8125                12,48
         8205               32,540
         8109               85,585
         8144               77,508
         8190               54,485
         8254              106,871
         8147              135,603

Judge Bernstein also authorizes the Debtors to pay the landlord to
Store No. 8292 an $81,579 cure amount.  However, the Court directs
the Debtors to place $11,804 of the allowed cure amount in a
segregated account, to be disbursed only upon further Court order
or mutual agreement of the parties.

The Court authorizes the Debtors to pay the landlord of Store No.
8292 $93,384 in full and final satisfaction of all obligations to
cure defaults.

The hearing to consider the remaining Sale Agreements and
Developers Diversified Realty Corporation's objection is continued
to a later date.

The Court also approves certain Lease Termination and Lease
Settlement Agreements.  A list of these agreements is not
available in the Court docket.

The Court rules that leases not assumed, assigned or otherwise
terminated, rejected or subject to a Disposition by January 31,
2006, are deemed rejected as of January 31, 2006, or the date of
surrender.

A list of the 42 Rejected Leases is available for free at:

http://bankrupt.com/misc/Musicland_42RejectedMediaplayLeases.pdf

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: Merchants Wants Stay Lifted to Proceed Lawsuit
-----------------------------------------------------------------
Debtor Musicland Group, Inc., leased Media Play Store No. 8701,
located at Merchants Walk Shopping Center, in Marietta, Georgia,
from Merchant's Walk (E&A), as assignee of Merchants Walk
Associates, L.P., pursuant to a lease agreement dated August 31,
1993.

Pursuant to an assignment and assumption of lease dated Oct. 31,
1996, Musicland Group assigned its leasehold rights in the
Premises to Media Play, Inc., a Musicland subsidiary and debtor.

According to James S. Carr, Esq., at Kelley Drye & Warren LLP, in
New York City, prior to the Petition Date, Media Play failed to
pay payments due under the Lease, consequently triggering default
provisions.  Merchant's Walk notified Media Play that the rent was
past due and that it had 10 days to cure the default.  However,
Media Play failed to cure the default within the time prescribed.

On December 28, 2005, Merchant's Walk informed Media Play that it
elected to terminate the Lease effective December 31, 2005.

Notwithstanding the termination of the Lease, Media Play continued
to use the Premises, Mr. Carr states.  On January 9, 2006,
Merchant's Walk initiated a holdover proceeding to regain
possession of the Premises by filing a complaint in a state court
in Georgia.  A summons was served on Media Play on the same day.

By this motion, Merchant's Walk asks the U.S. Bankruptcy Court for
the Southern District of New York to lift the automatic stay to
allow it to proceed with the Holdover Proceeding.

Under Georgia law, the applicable law governing the Lease, a
provision in a commercial lease allowing a landlord to terminate
the lease in the event of a default by giving notice of
termination is enforceable, Mr. Carr notes.  Thus, the termination
of the Lease is enforceable under applicable state law.

As a result, the Debtors have no legal right or entitlement to
remain in possession of the Premises because Merchants' Walk
exercised its termination right under the Lease and the
termination became effective under the terms of the Lease prior to
the Petition Date, Mr. Carr contends.

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)


NANOMAT INC: U.S. Trustee Wants Chapter 11 Case Dismissed
---------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
dismiss Nanomat, Inc.'s chapter 11 case.

Norma Hildenbrand, Esq., the U.S. Trustee's counsel, discloses
that according to the Debtor's schedules, the Debtor is a
Pennsylvania corporation with two owners:

    (1) Srikanth Raghunathan, who owns 95% of the company and is
        the President, and

    (2) Padmashri Sampathkumar, who has the remaining 5% stake in
        the Debtor and is the Debtor's Executive Vice-President.

Ms. Hildenbrand tells the Court that aside from these two
officers, no other officers or directors are able to testify on
behalf of the Debtor.  Ms. Hildenbrand discloses the Messrs.
Raghunathan and Sampathkumar have both been indicted by the U.S.
Attorney.

Ms. Hildenbrand relates that although Mr. Raghunathan attended the
first meeting of creditors held pursuant to Section 341(a) of the
Bankruptcy Code, Mr. Raghunathan only stated his name but
thereafter stated that he would not respond to questions as
advised by his counsel and asserted his right against self
incrimination pursuant to the Fifth Amendment of the U.S.
Constitution.

Ms. Hildenbrand tells the Court that this continued until the
third scheduled meeting of creditors.  On the fourth meeting of
creditors however, Ms. Hildenbrand relates, Mr. Raghunathan and
his counsel did not attend.

Ms. Hildenbrand contends that the U.S. Trustee's office scheduled
four creditors meetings in compliance with Bankruptcy Rule 2002(a)
but the Debtor's principals failed to testify at any of these
meetings.  Ms. Hildenbrand says that this has deprived the Chapter
11 trustee and the Debtor's creditors of their opportunity to ask
meaningful questions regarding the financial affairs of the
Debtor.

Ms. Hildenbrand discloses that Joseph L. Cosetti, the chapter 11
trustee appointed in the Debtor's chapter 11 case, has
investigated the financial affairs of the Debtor and has
liquidated the known assets of the Debtor.  Ms. Hildenbrand
reminds the Court that the chapter 11 trustee has already asked
for court authority to distribute the proceeds of the sale of the
Debtor's property to holders of administrative claims and secured
claims.  According to the chapter 11 trustee, Ms. Hildenbrand
says, there don't seem to be any funds available for distribution
to lower priority creditors.  

Ms. Hildenbrand argues that without further cooperation of the
Debtor's principals and the likely distribution of the proceeds
from the sale of the Debtor's assets, there appears to be no point
in continuing the case under a chapter 11 proceeding.

Ms. Hildenbrand argues there's ample cause to dismiss the Debtor's
chapter 11 case pursuant to Section 1112(b) of the Bankruptcy
Code.

The Court has set a hearing on Mar. 10, 2006, for the Debtor to
show cause why the case should not be converted or dismissed due
to the Debtor's failure to testify at a Section 341(a) meeting.

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.
Joseph L. Cosetti, the chapter 11 trustee appointed in the
Debtor's chapter 11 case is represented by Carlota M. Bohm, Esq.,
at Houston Harbaugh, P.C.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million and $50 million.


NATIONAL GAS: Wants Until Feb. 22 to File Schedules & Statements
----------------------------------------------------------------
National Gas Distributors, LLC, asks the Honorable A. Thomas Small
of the U.S. Bankruptcy Court for the Eastern District of North
Carolina for more time to file their schedules of assets and
liabilities and statements of financial affairs.  The Debtors
expect to file those financial disclosure documents required under
11 U.S.C. Sec. 521(1) on or before Feb. 22, 2006.

The Debtor says it needs additional information from its books and
records in order to complete the schedules and statements.  The
Debtor's books and records are located in an office that's
currently under the control of the Chapter 11 Trustee.  

The Debtor says the Chapter 11 Trustee has agreed to allow the
Debtor to enter its office to obtain the necessary information
needed to prepare the schedules and statements.

National Gas Distributors, LLC -- http://www.gaspartners.com/--    
used to supply natural gas, propane, and oil to industrial,
municipal, military, and governmental facilities.  As of mid-
December 2005, the Company had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers. The Company filed for bankruptcy on January 20, 2006
(Bankr. E.D.N.C. Case No. 06-00166).  Richard M. Hutson, II, is
the Chapter 11 Trustee.  When the Debtor filed for bankruptcy, it
estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NEEDLEPOINTER CORP: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Needlepointer Corporation
        dba Marie Products
        dba Maze Mouldings
        1252 West Roger Road
        P.O. Box 78000
        Tucson, Arizona 85703-2535
        Tel: (520) 888-9743

Bankruptcy Case No.: 06-00103

Type of Business: The Debtor manufactures millwork & mouldings for
                  home and office interior designing, and also
                  retails art, crafts, and embroidery supplies.

Chapter 11 Petition Date: February 20, 2006

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Alan R. Solot, Esq.
                  Tilton & Solot
                  459 North Granada Avenue
                  Tucson, Arizona 85701
                  Tel: (520) 622-4622
                  Fax: (520) 882-9861

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Timber Mountain Hardwoods            $299,968
12552 Western Avenue
Garden Grove, CA 92841

Bruce Bieszki                        $298,409
P.O. Box 78000
Tucson, AZ 85703-8000

Midwest Hardwoods                    $187,048
Northwest 7827-02
Minneapolis, MN 55485-7827

Marie Mazeika                         $87,301

Besse Forest Products, Inc.           $47,906

Gladu Tools                           $47,122

CM Wood Industries                    $35,000

McEwen Lumber Company                 $30,113

Swift Transportation                  $22,814

Superior Hardwoods, Inc.               $7,646

High Point Grinding Corp.              $6,192

Tucson Recycling & Waste Services      $6,121

Pioneer Packaging                      $3,674

Spellman Hardwoods                     $3,032

Office Depot Credit Plan               $2,539

Modern Lift                            $2,066

McMaster-Carr                          $2,008

Centric, Inc.                          $1,120

C&H Distributors, LLC                  $1,004

Valero Fleet Services                    $863

Lowell Lowe                              $529


NOBLE DREW: Files Plan and Disclosure Statement in New York
-----------------------------------------------------------
Noble Drew Ali Plaza Housing Corp. unveiled to the U.S. Bankruptcy
Court for the Southern District of New York a Disclosure Statement
explaining its Plan of Reorganization on Jan. 31, 2006.

                      Overview of the Plan

The Debtor tells the Court that the plan will be funded using:

    (a) proceeds from the Sale of its Property, provided that the
        Sale closes within 90 days after the confirmation date; or

    (b) proceeds from the auction of its assets, including its
        Real Estate, Liquidation Claims and cash on hand in the
        event that the sale does not close within 90 days after
        the confirmation date.

The Debtor's property consists of a five building apartment
complex with 385 residential apartment units and is located in
Brooklyn, New York.

                       Treatment of Claims

Under the plan,

    1. Allowed Administrative Expense Claims,
    2. Priority Tax Claims,
    3. Secured Claims,
    4. Other Secured Claims, and
    5. Allowed Priority Claims,

are unimpaired and will be paid in full.

Tenant Claims are also unimpaired and consists of set-off or
abatement of rent and not affirmative claims against the estate.  
The Debtor tells the Court that if the sale of its property closes
within the specified time, then the Debtor will waive its
prepetition claims against the tenants.

If the Debtor's sale of its property closes within the specified
time, then holders of allowed unsecured claims will receive a pro
rata distribution of those sale proceeds.  If the sale does not
close as planned, the allowed unsecured claim holders will receive
their pro rata share from the Distribution Fund after payment of
all other claims.

If the sale of the Debtor's property closes within the specified
time, then Convenience Class Claims will be paid in full and in
cash.  Otherwise, holders of convenience class claims will be paid
using the remaining amount from the Distribution Fund after
payment of other claims.

Shareholders' will receive no distribution under the plan but will
retain their interests in the Debtor and become the equity of the
Reorganized Debtor.

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp. is a not-for-profit corporation organized and existing under
the Not-For-Profit Corporation Law of the State of New York.  
Noble was formed to develop a housing project for low and moderate
income households including project-based facilities and services
for the benefit of the project residents as well as the
Brownsville community of Brooklyn, New York.  The Debtor filed for
chapter 11 protection on March 25, 2005 (Bankr. S.D.N.Y. Case No.
05-11915).  Gerard R. Luckman, Esq., at Silverman Perlstein &
Acampora, LLP, represents the Debtor.  Official Committee of
Unsecured Creditors is represented by Martin G. Bunin, Esq., at
Thelen Reid & Priest LLP.  When the Debtor filed for protection
from its creditors, it listed total assets of $43,500,000 and
total debts of $18,639,981.


NORTHWESTERN STEEL: Ch. 7 Trustee Selling Remaining Lot for $425K
-----------------------------------------------------------------
Philip V. Martino, the trustee appointed in Northwestern Steel and
Wire Corporation's chapter 7 liquidation proceedings, asks the
U.S. Bankruptcy Court for the Northern District of Illinois'
permission to sell the Debtor's remaining parcel of real estate
free and clear of liens, claims and encumbrances and to pay an
administrative-priority claim owed to the City of Sterling in
connection with the proposed transaction.

The Greater Sterling Development Corporation has offered to
purchase the Property -- 142 acres of land, consisting of
farmland, a slag hill, remediated property, islands and other
peripheral property -- for $425,000.  GSDC has tendered $1,000 in
earnest money to the Chapter 7 Trustee.

GSDC has reviewed the environmental condition of the Property and
is buying it as is.  In addition, the Chapter 7 Trustee and GSDC
continue to collaborate with the Illinois Environmental Protection
Agency to address certain environmental conditions on portions of
the Property.

Colleen E. McManus, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in Chicago, Illinois, informs the Court that although the
Chapter 7 Trustee has not marketed the Property through a broker,
the Chapter 7 Trustee has had contact with additional parties
interested in the Property.  GSDC's offer, however, is the only
express written offer so far.  In addition, the Chapter 7 Trustee
has received an offer to purchase the farmland only as a per acre
price of less than the per acre price for the Property.  The
Chapter 7 Trustee, in the exercise of his business judgment, has
decided not to market only the farmland but to bundle all of the
Property together in order to expedite both the disposition of the
Property and the closing of the Debtor's estate.  Finally, the
Chapter 7 Trustee reminds the Court that, prior to conversion of
the Debtor's case, the Debtor retained professionals who
extensively marketed all of the estate's assets, including the
Property, but no offers were received for the Property because of
perceived (and in some instances, actual) environmental issues.

Any party who wishes to make a higher and better offer for the
Property must, no later than March 6, 2005, file with the Court a
written objection to the existing offer and offer to buy the
Property for not less than $450,000.  The interested buyer should
also appear at the March 8, 2005, hearing on the Chapter 7
Trustee's sale motion.  A $90,000 deposit is also required from
the interested buyer.

                  City of Sterling's Claim

Mr. McManus informs the Court that since the Chapter 7 Trustee's
appointment, the City of Sterling has cooperated with Chapter 11
Trustee in the environmental remediation and disposition of the
estate's real property.  These efforts culminated in GSDC's offer.  
In the Chapter 7 Trustee's view, the City has supported Trustee's
efforts in that regard and has consulted with and advised him in
his efforts to sell the Property at a fair and reasonable price,
without the need to retain and pay a real estate broker.  Without
the City's consultation and assistance and GSDC's offer, for
example, the Chapter 7 Trustee might have been forced to accept a
lower offer for only the farmland, under which scenario the
Chapter 7 Trustee then likely would never have been able to sell
the islands and the slag hill or the remains of the remediated
facility.

The Chapter 7 Trustee and the City of Sterling have agreed that
the fair value of the City's substantial contribution is $35,000,
to be paid to the City from the closing proceeds upon Chapter 7
Trustee's receipt of those proceeds.  That amount will be paid
regardless of whether GSDC or some other higher bidder is the
ultimate purchaser of the Property.

Northwestern Steel and Wire Corporation was a major mini-mill
producer of structural steel components and selected wire
products.  The Company filed chapter 11 protection on
December 19, 2000 (Bankr. N.D. Ill. Case No. 00-74075) and
converted to a chapter 7 liquidation proceeding on July 12, 2002.
Phillip V. Martino, Esq., at Piper Rudnick LLP, serves as the
chapter 7 trustee and is represented by himself and Colleen E.
McManus, Esq., at Piper Rudnick. Janet E. Henderson, Esq., and
Kenneth P. Kansa, Esq., at Sidley Austin Brown & Wood represented
the Debtor in its chapter 11 proceeding before operations ceased,
the case was converted and the Chapter 7 Trustee was appointed.


OAKWOOD MORTGAGE: S&P Downgrades Two Debt Classes' Ratings to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class
B-1 from Oakwood Mortgage Investors Inc.'s series 1997-A and class
M-2 from OMI Trust 2002-B to 'CC' from 'CCC-'.
     
The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments.  Each class experienced its
initial principal write-down on the January 2006 payment date and
each is expected to have a liquidation loss interest shortfall on
the next payment date.  Standard & Poor's believes that interest
shortfalls for these deals will continue to be prevalent in the
future, given the adverse performance trends displayed by the
underlying pools of manufactured housing retail installment
contracts originated by Oakwood Homes Corp. and the location of
write-down interest at the bottom of the transactions' payment
priorities (after distributions of senior principal).
     
Standard & Poor's will continue to monitor the ratings associated
with these transactions in anticipation of future defaults.


OLD TOWN: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Old Town Apartments. Ltd.
        dba Fourth and Plum Apartments
        18 Crowninshield Street
        Peabody, Massachusetts 01960

Bankruptcy Case No.: 06-10344

Type of Business: The Debtor operates owns and operates
                  an apartment building located in
                  Cincinnati, Ohio.  
                  See http://www.4thandplum.com/

Chapter 11 Petition Date: February 20, 2006

Court: Southern District of Ohio (Cincinnati)

Judge: J. Vincent Aug, Jr.

Debtor's Counsel: Philomena S. Ashdown, Esq.
                  Strauss & Troy
                  The Federal Reserve Building
                  150 East Fourth Street, Fourth Floor
                  Cincinnati, Ohio 45202
                  Tel: (513) 621-2120
                  Fax: (513) 241-8259

Total Assets: $12,277,429

Total Debts:  $14,735,756

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rait Partnership L.P.         Debtor's leasehold     $13,049,759
1818 Market Street            interest in the
Philadelphia, PA 19103        underlying fee
                              interest of the
                              Apartment Building
                              at 4th & Plum,
                              downtown Cincinnati
                              & lien on building
                              & imp.
                              Value of security:
                              $8,327,442

Old Town Housing Corp.        Loans to partnership      $825,031
18 Crowninshield Street
Peabody, MA 01960

Crowninshield Corp.           Loans to partnership      $597,324
18 Crowninshield Street
Peabody, MA 01960

Robert A. Goering                                       $179,345

Ferguson Enterprises          Goods received                $934

Riemeier Lumber               Trade debt                    $372

Sam's Club                    Goods purchased               $323

Cinergy                       Utility services               $45

Cintas #001                   Uniform services               $26

Arch Wireless                 Wireless/metro                 $16


PENN NATIONAL: Reports Fourth Quarter Operating Results
-------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) reported fourth quarter
operating results for the period ended December 31, 2005.

Commenting on the results, Peter M. Carlino, Chief Executive
Officer of Penn National said, "Penn National's significant fourth
quarter 2005 gains in EBITDA, net income and other financial
metrics are noteworthy for several reasons.  First, the fourth
quarter represents the first full quarter of results inclusive of
the Argosy Casino properties, which contributed approximately 50%
of our total fourth quarter EBITDA.  Second, the Company's diluted
earnings per share from continuing operations of $0.42 in the
fourth quarter 2005 exceeded our guidance of $0.41 primarily as a
result of the significant year-over-year gains being achieved at
Casino Rouge in Baton Rouge which offset $2 million of hurricane
related items that were not considered in our guidance.  Without
the impact of charges for early extinguishment of debt and
hurricane expenses, diluted earnings per share were $0.45 versus
our guidance of $0.42.

"In addition to Penn National's extensive pipeline of expansion
opportunities, we are working aggressively on planning the re-
birth of both Casino Magic - Bay St. Louis and Boomtown Biloxi.  
We are in regular dialogue with insurance adjusters to determine
the full amount of insurance proceeds due Penn National and we
believe that the insurance proceeds will be sufficient to fund
returning the properties to operation.  At Casino Magic, we intend
to open an approximate 30,000 square foot temporary casino in the
former hotel lobby during the fourth quarter of 2006, which will
be replaced with a permanent land-based casino to be completed in
the future.  We will also rebuild the damaged areas of the
existing hotel tower that in aggregate includes 290 total rooms.   
The Boomtown Biloxi barge was extensively damaged in the storm and
the barge is currently in route to dry dock for repairs, with the
goal of returning it to operation during the fourth quarter of
2006.  We are anxious to move forward with these re-development
projects and inviting our displaced employees to return to work at
these facilities upon completion.

"Our continued focus on delivering long-term financial growth
through the development of regionally diverse gaming properties
remains on track.  In early November, we opened the Hollywood
Slots-Bangor temporary facility and recorded pre-opening costs of
$758,000 in the fourth quarter.  Patronage and play of the
approximately 475 slot machines has been consistent with our
expectations and the facility generated EBITDA of approximately
$287,000 in December, its first full month of operation.  We plan
to soon announce details of the permanent facility that will
initially include approximately 1,000 slots with capacity for
1,500.

"The Argosy acquisition brought to Penn National several expansion
and development projects, including expanded parking at the
Riverside property which was also completed in November and added
approximately 650 incremental spaces.  Argosy-Riverside is also
adding a 258-room hotel that will open mid-2007.  Argosy-
Lawrenceburg is moving forward with its project that will put all
gaming positions on one level and expand the nation's highest
revenue generating riverboat to accommodate up to 4,000 positions
from the current 2,800.  Environmental and archeological studies
are currently being conducted at the site and we continue to
expect the parking facility to open in mid-2007, about a year
ahead of the expanded casino floor.

"During the fourth quarter of 2005, we filed our Category 1
license application with the Pennsylvania Gaming Control Board
related to our planned Hollywood Casino integrated racing and
gaming facility at the Penn National Race Course.  The Hollywood
Casino at Penn National Race Course will be a 365,000 square foot
facility and will be sized for 3,000 slot machines with 2,000
positions planned at opening.  The initial phase of the project
will include a food court with three restaurants, a fine dining
restaurant, a sports bar, track side dining and various
concessions to serve the racing area, entertainment, bar and
lounge areas on the gaming level, and a five-story parking garage
and valet service parking.  We have budgeted $262 million for this
project inclusive of $212 million for construction, purchase of an
initial 2,000 gaming devices, and the $50 million license fee.  
The timing of issuing Category 1 licenses remains subject to
the resolution of several remaining issues in the implementation
of the slot law.  During the fourth quarter, we incurred a
$2.8 million after tax charge for the grandstand impairment
related to the planned demolition.  At present, the expectation is
that Penn National will be licensed in the second half of this
year and we intend to raze the existing racing facilities at Penn
National Race Course in the second quarter and commence
construction of the new integrated racing and gaming facility
immediately upon obtaining our slots license with the opening
coming approximately 13 months thereafter.

"Through phased expansions, we continue to build and develop
Charles Town Races.  Fourth quarter 2005 results reflect the
temporary removal of about 300 slot machines to accommodate the
current expansion of the property which includes a 400-seat buffet
and a doubling of the parking garage to 5,000 spaces, both of
which are on schedule for completion in the third quarter this
year and the first quarter of 2007, respectively.  We will
commence, later this year, with the 65,000 square foot expansion
of the gaming floor, which will enable us to initially add 800
more slots with capacity for an additional 1,000 positions
thereafter.  The expanded gaming floor is expected to be completed
next year at this time.

"Included in our fourth quarter results were revenue of
$90.0 million, EBITDA of $21.1 million and EPS of $0.06, in
aggregate, from Argosy Casino-Alton and the Empress Casino Joliet.  
We asked the Illinois Gaming Board to consider our request to
extend from December 31, 2006 until December 31, 2008, the time
limit by which Penn National is required to reach definitive sales
agreements for Argosy Casino-Alton and the Empress Casino Joliet.  
Based on the comments of the Illinois Gaming Board members at the
February 14 hearing, we anticipate a response to our request for
an extension at the March 6, 2006 hearing.

"Consistent with our careful management of our capital structure,
this week we called for the redemption of the $175 million of Penn
National's outstanding 8 -7/8% Senior Subordinated Notes.  We
intend to fund the note redemption from available cash and
borrowings under our revolving credit facility, which we expect to
result in lower levels of debt service going forward.

"With the benefit of the recently integrated Argosy Gaming
properties, a broad slate of multi-year, multi-jurisdictional
growth opportunities, proven local property management focused on
delivering quality entertainment to customers and generating
EBITDA for shareholders, a capital structure well suited to fund
expansion projects while providing the flexibility to allow for
interim debt reduction, and plans to rebuild our gulf coast
properties with insurance proceeds, Penn National's future
prospects are the strongest in the Company's history."

Penn National Gaming owns and operates casino and horse racing
facilities with a focus on slot machine entertainment.  The
Company presently operates fifteen facilities in thirteen
jurisdictions including Colorado, Illinois, Indiana, Iowa,
Louisiana, Maine, Mississippi, Missouri, New Jersey, Ohio,
Pennsylvania, West Virginia, and Ontario.  In aggregate, Penn
National's facilities feature over 17,500 slot machines, over 400
table games, over 2,000 hotel rooms and approximately 575,000
square feet of gaming floor space.  The property statistics in
this paragraph exclude two Argosy properties which the company
anticipates divesting, but are inclusive of the Company's Casino
Magic - Bay St. Louis, in Bay St. Louis, Mississippi and the
Boomtown Biloxi casino in Biloxi, Mississippi, which remain closed
following extensive damage incurred as a result of Hurricane
Katrina.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 02, 2006,
Moody's Investors Service raised the ratings of Penn National
Gaming, Inc. and assigned a stable ratings outlook.  This rating
action ends the review process that began on Oct. 3, 2005 when
Moody's placed Penn's ratings on review for possible upgrade
following the company's announcement that it had completed its
acquisition of Argosy Gaming Company.

These ratings were affected:

   * Corporate family rating, to Ba2 from Ba3;

   * $750 million revolver due 2010, to Ba2 from Ba3;

   * $325 million term loan due 2011, to Ba2 from Ba3;

   * $1,650 million term loan B due 2012, to Ba2 from Ba3;

   * $175 million 8.875% guaranteed sr. sub. notes due 2010,
     to Ba3 from B2;

   * $200 million 6.875% guaranteed sr. sub. notes due 2011,
     to Ba3 from B2; and

   * $250 million 6.750% not guaranteed sr. sub. notes due 2015,
     to B1 from B3.


PERFORMANCE TRANSPORTATION: Drafts Professionals Compensation Plan
------------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for authority to establish an orderly and regular
process for the allowance and payment of compensation and
reimbursement of attorneys and other professionals retained or
employed under Sections 327 or 1103 of the Bankruptcy Code.

The Debtors believe that the efficient administration of their
Chapter 11 cases will be significantly aided by establishing the
interim compensation and expense reimbursement procedures.

Specifically, the Debtors propose that the monthly payment of
compensation and reimbursement of expenses of the Professionals
be structured in this manner:

   a. On the 30th day of each month after the month for which
      compensation is sought, the Professional seeking
      compensation will serve a monthly statement on:

         -- the Debtors;

         -- Kirkland & Ellis LLP;

         -- Hodgson Russ LLP;

         -- Kramer, Levin, Naftalis & Frankel LLP;

         -- the Office of the United States Trustee; and

         -- counsel to any committees appointed during the
            Debtors' Chapter 11 cases.

   b. For the Professionals who bill based on time, each monthly
      fee statement must contain a list of the individuals who
      provided services during the statement period, their
      billing rates, the aggregate hours spent by each
      individual, a reasonably detailed breakdown of the
      disbursements and contemporaneously maintained time entries
      for each individual in increments of tenths of an hour.

   c. If the Notice Parties object to the sought compensation
      or reimbursement in a monthly Fee Statement, they will, by
      no later the 45th day after the end of the month for which
      compensation is sought, serve on the Professional a written
      Notice of Objection to Fee Statement setting forth the
      nature of the objection and the amount of fees or expenses
      at issue.

   d. At the expiration of the 45-day period, the Debtors will
      promptly pay 80% of the undisputed fees and 100% of the
      undisputed expenses identified in the monthly statement to
      which no objection has been served.

   e. If the Debtors receive an objection to a Fee Statement,
      they will withhold payment on that portion objected to and
      pay the remainder of the fees and disbursements.

   f. If the parties to an objection are able to resolve their
      dispute, and if the party whose statement was objected to
      serves on the Notice Parties a statement indicating that
      the objection is withdrawn, then the Debtors will promptly
      pay that portion of the fee statement no longer subject to
      the objection.

   g. All objections that are not resolved by the parties will be
      presented to the Court at the next interim or final fee
      application hearing.

   h. The service of an objection will not prejudice the
      objecting party's right to object to any fee statement made
      to the Court in accordance with the Bankruptcy Code on any
      ground.  Furthermore, the decision by any party not to
      object to a fee statement will not be a waiver of any kind
      or prejudice that party's right to object to any fee
      statement subsequently made to the Court.

   i. Approximately every 120 days, but no more than every 150
      days, each of the Professionals will serve and file with    
      the Court an application for interim or final Court-
      approval and allowance of the compensation and
      reimbursement of expenses requested.

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

   k. The pendency of an application or a Court order that
      payment of compensation or reimbursement of expenses was
      improper as to a particular statement will not disqualify
      the Professionals from the future payment of compensation
      or reimbursement of expenses, unless otherwise ordered by
      the Court.

   l. Neither the payment of, nor the failure to pay, monthly
      compensation and reimbursement, will have any effect on the
      Court's interim or final allowance of compensation and
      reimbursement of the Professional.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Wants Professionals to Continue Work
----------------------------------------------------------------
Pursuant to Sections 105(a), 327, 328 and 330 of the Bankruptcy
Code, Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for authority continue to employ in the ordinary
course 15 professionals, without the submission of separate
employment and compensation applications:

   Ordinary Course Professional     Service
   ----------------------------     -------
   Bahret & Associates              General Liability &
                                    Subrogation Counsel

   Bieglecki & Baratta              General Liability &
                                    Subrogation Counsel

   Bricker & Maxfield, LLC          Workers Compensation & BWC
                                    Legal Counsel

   C. F. Boyle                      General Liability Counsel

   Fellman & Associates             General Liability & Workers
                                    Compensation Counsel

   Mansour, Gavin, Gerlack          General Liability & Workers
   & Mands Co. LLC                  Compensation Counsel

   Vandeveer Garzia, PC             Workers Compensation & PIP
                                    Counsel

   Dean & Fulkerson                 Union Labor Counsel

   The Fishman Group                Salaried Labor Counsel

   Gamble, Rosenberger & Joswick    Salaried Benefits Counsel

   Hunt & Ayres                     Upper Management Agreements
                                    Counsel

   Jaffe, Raitt, Heuer & Weiss      Contracts Counsel

   Robinson & Cole                  Union Labor Counsel

   BDO Seidman - Accountants &      Tax & Audit Services
   Consultants

   UHY Consultants - Business       Software Support Services
   Systems Consultants

The OCPs provide various legal, accounting, auditing, tax and
other services for the Debtors, Garry M. Graber, Esq., at Hodgson
Russ LLP, in Buffalo, New York, relates.  The Debtors believe
that employing the OCPs is essential to avoid disruption of their
businesses.

Mr. Graber contends that if the expertise and background
knowledge of any of the OCPs are lost, the Debtors will incur
additional and unnecessary expenses, because other professionals
without the same background and expertise will have to be
retained and acquainted with the Debtors' needs, businesses and
operations.

Although some of the OCPs may hold unsecured claims for
prepetition services rendered, the Debtors do not believe that
any of the OCPs has an interest materially adverse to the
Debtors, their creditors or other parties-in-interest.

Due to the number and geographic diversity of the OCPs the
Debtors regularly retain, it would be unwieldy and burdensome to
both the Debtors and the Court for each OCP to submit separate
employment and compensation applications, Mr. Graber adds.

With the additional costs of preparing employment applications
for each OCP, the Debtors believe it is impractical to submit
individual applications to retain each professional.  

The Debtors further ask the Court to approve procedures for
retaining and compensating the OCPs.

The procedures "will relieve the Court and the United States
Trustee of the burden of reviewing numerous fee applications
concerning relatively small amounts of fees and expenses," Mr.
Graber maintains.

The proposed retention and compensation procedures provide that:

   a. The Debtors will pay each OCP 100% of its fees and
      disbursements after the OCP's submission of an invoice
      detailing the nature of the services rendered after the
      Petition Date, without formal application to the Court.  
      The requested fees, excluding costs and disbursements, must
      not exceed $25,000 per month nor aggregate more than
      $250,000 per OCP during the course of the Debtors' Chapter
      11 cases.  The Debtors reserve the right, without
      prejudice, to seek approval from the Court of an increase
      of the Monthly Fee Cap or the Aggregate Cap, in their sole
      discretion.

   b. Any invoices requesting payment in excess of the Monthly
      Fee Cap to any OCP will be subject to prior Court approval.

   c. Commencing on April 15, 2006, and on each April 15,
      July 15, October 15 and January 15 of every year thereafter
      in which their Chapter 11 cases are pending, the Debtors
      will file with the Court a statement with respect to the
      immediately preceding three-month period.  The statement
      will include these information for each OCP:

         -- the name of the OCP;

         -- the aggregate amounts paid as compensation for
            services rendered and reimbursement of expenses
            incurred by the OCP during the reported Quarter; and

         -- a general description of the services rendered by
            each OCP.

      The Debtors will serve the Statement on the U.S. Trustee,
      and counsel for:

         -- any official committees appointed in their Chapter 11
            cases; and

         -- the administrative agent for the prepetition secured
            lenders under the Debtors' first lien credit
            agreement and the administrative agent for their
            postpetition secured lenders.

   d. Each OCP will file with the Court and serve the Notice
      Parties an affidavit of disinterestedness at least 14 days
      prior to submitting an invoice to the Debtors.

   e. The Notice Parties will have 10 days after the receipt of
      each OCP's Affidavit of Disinterestedness to object to the
      OCP's retention.

   f. The Debtors reserve the right to supplement the list of
      OCPs, in their sole discretion, from time to time, as
      necessary to add or remove OCPs without the need for any
      further hearing and without the need to file individual
      retention applications for each.  In this event, the
      Debtors propose to file a supplemental list with the
      Court and serve it on the Notice Parties.


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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Says Utilities are Adequately Assured
-----------------------------------------------------------------
In the operation of their businesses and management of their
properties, Performance Transportation  Services, Inc., and its
debtor-affiliates obtain gas, water, sewer, electric, telephone
and other services from almost 100 utility companies.  

The Debtors also own, lease and operate terminals and office
spaces that require utility services.  The Debtors pay the Utility
Providers approximately $250,000 per month for services rendered.  
A list of the Utility Providers is available of free at  
http://bankrupt.com/misc/perf_utilities.pdf

Section 366(a) of the Bankruptcy Code allows a utility to alter,
reuse or discontinue service if a debtor does not furnish
adequate assurance of payment within 20 days after the Petition
Date.  If a debtor has not furnished adequate assurance of
payment to the utility 30 days from the Petition Date, a utility
company has the option of terminating its services.  

Uninterrupted utility services are essential to ongoing
operations and, therefore, to the success of the Debtors'
reorganization, Garry M. Graber, Esq., at Hodgson Russ LLP, in
Buffalo, New York, asserts.  If the Utility Providers refuse or
discontinue service even for a brief period, the Debtors'
business operations would be severely disrupted, Mr. Graber
explains.  

The Debtors intend to pay all postpetition obligations owed to
the Utility Providers in a timely manner.  The borrowings under
the Debtors' proposed credit facility will be more than
sufficient to pay all postpetition utility obligations,
Mr. Graber maintains.  The Debtors also have already posted
deposits with some utilities, thus obviating the need for
additional adequate assurance measures for those entities.

Pursuant to Section 366, the Debtors ask the U.S. Bankruptcy Court
for the Western District of New York to determine that their
Utilities have been provided with adequate assurance of payment.  
The Debtors want the Utility Providers prohibited from altering,
refusing or discontinuing services on account of prepetition
amounts outstanding or on account of any perceived inadequacy of
the Debtors' proposed adequate assurance.

The Debtors also propose procedures where the utility may request
additional or different adequate assurance or opt out of the
proposed adequate assurance procedures.

The Debtors will provide a deposit equal to two weeks of service
to any requesting Utility Provider.  If a Utility Provider
currently holds a deposit that is less than two weeks of utility
service, any adequate assurance Deposit provided to the Utility
Provider will be reduced by the amount of the deposit currently
held.

The adequate assurance deposit constitutes adequate assurance of
future payment.  A Utility Provider's acceptance of the adequate
assurance deposit will deem it to have waived any right to seek
additional adequate assurance during the course of the Debtors'
Chapter 11 cases.

If a Utility Provider desires additional adequate assurance or
opts out of the adequate assurance procedures, it must serve a
request, in writing, to the Debtors, within 20 days of the entry
of the Interim Order.  The Debtors may resolve the request
without further Court hearing.  Pending resolution of the
request, the utility will be restrained from discontinuing,
altering or refusing services to the Debtors.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PLIANT CORP: Creditors' Panel Wants Lowenstein as Counsel
---------------------------------------------------------
Section 328(a) of the Bankruptcy Code empowers a committee
appointed under Section 1102, with the Court's approval, to
retain attorneys under Section 1103 on any reasonable terms and
conditions.

The Official Committee of Unsecured Creditors appointed in Pliant
Corporation and its debtor-affiliates' chapter 11 cases seeks the
U.S. Bankruptcy Court for the District of Delaware's permission to
retain, effective January 13, 2006, Lowenstein Sandler PC, as its
lead counsel in the Debtors' Chapter 11 cases.

Nate Van Duzer, co-chairperson of the Creditors Committee,
assures the Court that the firm is well qualified to represent
the Committee.

Lowenstein Sandler will:

   a. provide legal advice as necessary with respect to the
      Creditors Committee's powers and duties;

   b. assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtors,
      the operation of their business, potential claims
      and any other matters relevant to their Chapter 11 cases or
      to the formulation of a plan of reorganization;

   c. participate in the formulation of a plan;

   d. provide legal advice as necessary with respect to any
      disclosure statement and plan filed in the Debtors' Chapter
      11 cases and with respect to the process for approving or
      disapproving disclosure statements and confirming or
      denying confirmation of a plan;

   e. prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,  
      agreements and other legal papers;

   f. appear in Court to present necessary motions, applications,
      and pleadings and otherwise protect the interests of those
      represented by the Committee;

   g. assist the Committee in requesting the appointment of a
      trustee or examiner, if necessary; and

   h. perform other legal services as may be required and that
      are in the interest of the Committee and creditors.

The firm's hourly rates are:

       Professional                          Hourly Rate  
       ------------                          -----------  
       Partners                             $320 to $595
       Counsel                              $265 to $425
       Associates                           $165 to $300
       Legal Assistants                      $75 to $150

Kenneth A. Rosen, Esq., a member of Lowenstein Sandler, assures
the Court that the firm:

   -- represents no other entity in connection with the Debtors'
      Chapter 11 cases;

   -- is a "disinterested person" as that term is defined in
      Section 101(14); and

   -- does not hold or represent any interest adverse to the
      Creditors Committee with respect to the matters upon which
      it is to be employed.

Lowenstein Sandler holds offices at 65 Livingston Avenue,
Roseland, in New Jersey, and employs approximately 240 attorneys.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Expects to Receive $1.29BB & Spend $1.18BB This Year
-----------------------------------------------------------------
Pliant Corporation and its affiliates delivered a 12-month cash
flow projection for the period ended December 31, 2006, to the
Court.

Pliant anticipates company receipts to aggregate $1,294,183,000
for the 12-month period.  Pliant intends to make $1,184,083,000
in disbursements.

The company expects to make disbursements related to business
operations, including:

   Payroll                                         $168,636,000
   Payroll benefits and taxes                        29,760,000
   Sales, use and other taxes                                --
   Raw materials                                    788,377,000
   Freight                                           49,452,000
   Utilities                                         41,575,000
   Packaging                                         32,363,000
   Other direct costs                                 1,189,000
   Administration and Selling                        44,727,000
   Other fixed costs                                 28,003,000
                                                 --------------
      Total Disbursements                        $1,184,083,000

Other expenses include payments for capital expenditures,
repayment of capital leases, cash interest, income taxes,
professional fees, U.S. Trustee fees and Court costs.

The cash flow projections assume Pliant emerges from bankruptcy
in June 2006 with neutralized trade terms and an exit facility.

A full-text copy of the report is available at no charge at
http://ResearchArchives.com/t/s?5aa

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Ontario Court Extends CCAA Stay to April 28
--------------------------------------------------------
Mr. Justice Ground of the Ontario Superior Court of Justice
(Commercial List) extends the stay under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, to and including April 28,
2006, at the request of three Pliant Corp. subsidiaries in
Canada.

During the Stay Period, no suit or claims may be commenced or
continued against any of the Applicants.

The Applicants are:

     -- Pliant Corporation of Canada Ltd.,
     -- Pliant Packaging of Canada, LLC, and
     -- Uniplast Industries Co.

Stephen T. Auburn, vice president and general counsel of Pliant,
relates that the Pliant Debtors, including the Canadian units,
have been addressing numerous day-to-day issues related to the
U.S. bankruptcy proceedings, including, addressing and responding
to creditor and vendor requests and inquiries, ensuring continued
services from essential utility suppliers and, generally, taking
steps to ensure the Debtors' continued businesses continue to
operate normally during the reorganization process.

Mr. Auburn explains that an extension of the stay granted in the
Initial CCAA Order is required to allow the Applicants to
continue to participate in the global restructuring process of
Pliant and its subsidiaries.

RSM Richter, Inc., information officer appointed by the Ontario
Court with respect to the Applicants, reports that the Applicants
and the U.S. Debtors are in the process of developing a plan of
reorganization under Chapter 11 of the Bankruptcy Code.

However, RSM is not aware of a specific date by which the Debtors
will file their Chapter 11 plan.  Nevertheless, RSM Richter
assures the Ontario Court that the Applicants are acting in good
faith and due diligence.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PROVIDENT PACIFIC: Ch. 7 Trustee Hires Greene Radovsky as Counsel
-----------------------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California authorized Jeffry Locke, the
Chapter 7 Trustee of Provident Pacific Corporation, to employ the
law firm of Greene Radovsky Maloney & Share LLP as his counsel.

The Trustee wants Greene Radovsky to represent him with respect to
the liquidation of assets of the estate and assist him in the
performance of his duties as a trustee.

The lead attorney who'll represent the Chapter 7 Trustee is:

         Edward J. Tredinnick, Esq.
         Greene Radovsky Maloney & Share LLP,
         Four Embarcadero Center, Suite 4000
         San Francisco, California 94111

Mr. Tredinnick bills $335 per hour for his work.

Mr. Tredinnick assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtor's estate and is a
"disinterested party" as that term is defined in Section 101(14)
of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan 12, 2006, the
Bankruptcy Court converted the chapter 11 case of Provident
Pacific Corporation into a liquidation proceeding under chapter 7
of the Bankruptcy Code.

Evan D. Smiley, Esq., at Weiland, Golden, Smiley, Wang Ekvall &
Strok, LLP, attorneys for MKA Capital Group, Inc., had told the
Bankruptcy Court that the Debtor is not operating, has no
employees, and has no assets.

Headquartered in Belvedere, California, Provident Pacific
Corporation, filed for chapter 11 protection on June 8, 2005
(Bankr. N.D. Calif. Case No. 05-11435).  Michael H. Lewis, Esq.,
at Law Offices of Michael H. Lewis, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $39,545,023 and total
liabilities of $28,495,982.


PROVIDENT PACIFIC: Creditors Have Until April 26 to File Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
informs creditors and other interested parties in Provident
Pacific Corporation's Chapter 7 bankruptcy case that a dividend
payment may be possible.  The Bankruptcy Court had previously
informed Provident's creditors that the Debtor had no assets left
for distribution.

Creditors holding claims on account of the Debtor's prepetition
obligations must file proofs of claim on or before April 26, 2006.  
Proof of Claim forms must be mailed to:

            U.S. Bankruptcy Court
            Northern District of California              
            99 South "E" Street
            Santa Rosa, California 95404

Headquartered in Belvedere, California, Provident Pacific
Corporation, filed for chapter 11 protection on June 8, 2005
(Bankr. N.D. Calif. Case No. 05-11435).  Michael H. Lewis, Esq.,
at Law Offices of Michael H. Lewis, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $39,545,023 and total
liabilities of $28,495,982.


PXRE CAPITAL: Fitch Lowers $100MM Pref. Securities' Ratings to B+
-----------------------------------------------------------------
Fitch Ratings downgraded and placed on Rating Watch Negative its
insurer financial strength rating on PXRE Group Ltd.'s lead
operating subsidiaries, PXRE Reinsurance Ltd. and PXRE Reinsurance
Company, to 'BB+' from 'BBB+'.  Additionally, Fitch downgraded its
long-term rating on PXRE to 'BB-' from 'BB+', as well as its
rating on PXRE Capital Trust I's preferred securities to 'B+' from
'BB'.

Fitch's rating actions follow PXRE's recent announcement of
updated estimates for hurricane losses and its decision to
'explore strategic alternatives'.  The rating actions reflect:

   * Fitch's current view of the catastrophe risk inherent in
     PXRE's monoline retrocessional book of business, and
     resultant significant capital and earnings volatility;

   * the company's questionable risk management capabilities and
     recent management changes; and

   * its lack of financial flexibility going forward.

On Feb. 16, 2006, PXRE announced that it increased its net loss
estimates for hurricanes Katrina, Rita, and Wilma by a pretax
amount ranging from $281 million-$311 million, relative to
previously announced amounts between $462 million-$477 million.
Due to the material nature of the revised estimates, and the
overall impact of the hurricanes relative to PXRE's existing
capital, Fitch believes that the company's risk management and
underwriting capabilities are questionable.  Fitch views PXRE's
ability to sufficiently manage the high volatility associated with
its large retrocessional book of business (roughly 40% of net
premium) as inadequate and inconsistent with a secure financial
strength rating.

The company's year-to-date hurricane related losses equate to
roughly 100% of PXRE's beginning of the year shareholders' equity.
Although the company has been able to raise capital to replenish a
portion of the losses, this large percentage of capital-at-risk is
significantly higher than Fitch's expectations for the rating
category, even for a company with PXRE's business profile which
includes an expectation of periodic high severity losses.

The Negative Rating Watch reflects PXRE's announcement that it is
now 'exploring strategic alternatives'.  Fitch believes this
development often translates to a distressed situation.  The
Negative Watch also reflects:

   * the potential for shareholder lawsuits;

   * ratings triggers in various collateral agreements; and

   * further adverse loss development on the revised hurricane
     loss estimates.

Fitch will continue to monitor these events as they progress.

These ratings have been downgraded and placed on Rating Watch
Negative:

  PXRE Group Ltd.:

     -- Long-term rating to 'BB-' from 'BB+'

  PXRE Capital Trust I:

     -- Trust preferred securities $100 million 8.85% due
        Feb.1, 2027 to 'B+' from 'BB'

  PXRE Reinsurance Company:

     -- Insurer financial strength to 'BB+' from 'BBB+'

  PXRE Reinsurance Ltd.:

     -- Insurer financial strength to 'BB+' from 'BBB+'


QUEBECOR WORLD: Moody's Assigns Ba3 Rating to US$300 Mil. Debt
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Senior Unsecured rating
to the US$300 million private placement debt issue of a new
indirect wholly owned subsidiary of Quebecor World Inc., affirmed
the Ba3 Corporate Family Rating and B2 Senior Subordinated rating
of Quebecor World (USA) Inc., and the Ba3 Senior Unsecured rating
of Quebecor World Capital Corporation.  The outlook for all
ratings is negative.  

This rating of the new debt issue is supported by an unconditional
senior unsecured guarantee from QWI and Moody's assumes that the
debt will also be guaranteed on a senior unsecured basis by USA.  
Proceeds will be largely used to fund the repayment of a US$250
million debt issue in Capital due at the end of March.  The 2005
results and outlook for 2006 announced yesterday by QWI are
consistent with Moody's own opinions published in the rating
action of Jan. 12, 2006.

   Assignment:

      Issuer: Quebecor World (NewSub)

         * Senior Unsecured Regular Bond/Debenture, Assigned Ba3

Quebecor World Inc., is one of the world's largest commercial
printers, headquartered in Montreal, Quebec, Canada.


QUEBECOR WORLD: S&P Rates $300 Million Sr. Unsecured Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Montreal, Quebec-based
printing company Quebecor World Inc. by one notch to 'BB-' from
'BB'.  At the same time, Standard & Poor's lowered its ratings on
the company's subordinated debt to 'B' from 'B+' and on its
preferred stock to 'B-' from 'B'.

In addition, Standard & Poor's assigned its 'BB-' rating to
Quebecor World's US$300 million senior unsecured notes due 2016.
Proceeds from the note issuance will be used for debt refinancing.
Total debt outstanding was about US$1.9 billion at Dec. 31, 2005.
The outlook is negative.
     
"The ratings were lowered due to further weakening of earnings,
low prospects for medium-term improvement, and an increasing
capital expenditure program," said Standard & Poor's credit
analyst Lori Harris.  "Furthermore, we believe a recovery in the
company's performance is not expected for some time, which will
result in soft operating performance through 2006," Ms. Harris
added.
  
Revenues and reported adjusted EBITDA were down in fourth-quarter
2005 compared with the same quarter the previous year due to lower
pricing and lower volumes.  With the company's weakness in
operating performance expected to continue and significantly
elevated capital expenditures forecast, Standard & Poor's does not
expect material debt reduction in the medium term. In this regard,
credit protection measures are expected to remain below average
during this period.
     
The ratings on Quebecor World reflect:

   * the company's relatively aggressive financial profile and
     policy;

   * weakness in revenues and earnings despite restructuring
     efforts; and

   * difficult industry conditions.

Furthermore, free cash flow has been, and will continue to be,
negatively affected by the significant investments to be made in
the company's manufacturing platform.  Quebecor World also faces
difficult industry conditions, including:

   * its cyclical nature,
   * overcapacity,
   * significant pricing pressure, and
   * intense competition.

These factors are partially offset by Quebecor World's position as
one of the world's largest printers, supported by its product and
global diversity.
     
Although management is focused on restructuring operations and
increasing capital spending to improve cost efficiencies and
profitability, as yet, there are no signs of pricing stabilization
in the industry, a key driver of the business turnaround.
Difficult industry conditions and company-specific challenges will
prevent a meaningful improvement in credit ratios in the medium
term.  The ratings do not incorporate flexibility for significant
debt-financed acquisitions or share repurchases.
     
The negative outlook reflects Standard & Poor's ongoing concerns
about the company's challenges given its:

   * weak operating performance;

   * lower earnings and reduced free cash flow because of
     increased capital expenditure requirements; and

   * difficult industry fundamentals.

Downward pressure on the ratings could result from the continued
deterioration in Quebecor World's operations or its weakness in
credit protection measures or liquidity.  In the medium term,
there are limited prospects for the ratings to be raised.  The
outlook could be revised to stable if the company demonstrates
improved operating performance.


REVLON INC: Plans to Raise $110 Million in Equity Rights Offering
-----------------------------------------------------------------
Revlon, Inc., is distributing at no charge to the holders of its
Class A and Class B common stock transferable subscription rights
to purchase up to an aggregate of 39,285,714 shares of Class A
common stock.

Each subscription right carries with it a basic subscription
privilege, which entitles subscription rights holders to purchase
0.1057 shares of Class A common stock at the subscription price of
$2.80 per share, and an over-subscription privilege, which
entitles each subscription rights holder that has exercised its
basic subscription privilege in full to subscribe for additional
shares of Class A common stock, at the same subscription price of
$2.80 per share, to the extent shares of Class A common stock that
have been offered in the rights offering have not been purchased
by other holders of subscription rights pursuant to their basic
subscription privilege (other than MacAndrews & Forbes Holdings
Inc. and its affiliates.)

As fractional Class A common shares will not be issued in this
rights offering, shareholders will need to hold at least ten
subscription rights in order to purchase one Class A common share
pursuant to your basic subscription privilege.

This rights offering is comprised of a distribution of
subscription rights to purchase up to 15,885,662 shares of Class A
common shares to all holders of Class A common shares, other than
MacAndrews & Forbes, the Company's majority stockholder, and the
distribution of subscription rights to purchase up to 23,400,052
shares of Class A common shares to MacAndrews & Forbes in respect
of the shares of Class A and Class B common stock, in each case
held as of 5:00 p.m., New York City time, on February 13, 2006,
the record date for this rights offering.

However, MacAndrews & Forbes has agreed not to exercise or sell
the subscription rights that it receives in this rights offering
and has indicated that it does not intend to purchase any
subscription rights on the open market.  Instead, MacAndrews &
Forbes has agreed to purchase in a private placement directly from
the Company, at the rights offering subscription price, the shares
of Class A common shares that it would otherwise have been
entitled to subscribe for pursuant to its basic subscription
privilege, under a Stock Purchase Agreement.

The Stock Purchase Agreement also provides that MacAndrews &
Forbes will backstop this rights offering by purchasing in a
private placement, at the rights offering subscription price, such
number of Class A common shares as is sufficient to ensure that
the aggregate proceeds from:

   -- this rights offering;

   -- MacAndrews & Forbes' purchase of the shares that it would
      otherwise have been entitled to subscribe for pursuant to
      its basic subscription privilege; and

   -- if necessary, the backstop,

total $110 million.

This rights offering and the related private placement to
MacAndrews & Forbes are being made as the next step in a series of
actions the Company commenced in 2004 intended to reduce debt and
strengthen its balance sheet and capital structure.

The aggregate purchase price of shares offered in this rights
offering and the related private placement to MacAndrews & Forbes
will be approximately $110 million.  

The subscription rights will expire if they are not exercised by
5:00 p.m., New York City time, on March 20, 2006, unless extended.

The Company's Class A common shares are quoted on the New York
Stock Exchange, or the NYSE, under the symbol "REV."  The
Company's share price traded between $3.33 and $3.74 this month.

The subscription rights will be traded on the NYSE under the
symbol "REV RT."

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?5a3

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/ Corporate and
investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

As of September 30, 2005, the Company's equity deficit widened to
$1.17 billion from a $1.02 billion deficit at December 31, 2004.


RFC CDO: Fitch Affirms BB Ratings on $3 Million Class F Notes
-------------------------------------------------------------
Fitch Ratings affirmed eight classes of notes issued by RFC CDO
II, Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

   -- $208,680,790 class A-1 notes at 'AAA'
   -- $39,000,000 class A-2 notes at 'AAA'
   -- $6,000,000 class B-1 notes at 'AA'
   -- $6,000,000 class B-2 notes at 'AA'
   -- $13,500,000 class C notes at 'A-'
   -- $4,262,487 class D notes at 'BBB'
   -- $4,262,487 class E notes at 'BBB-'
   -- $3,000,000 class F notes at 'BB'

RFC II is a collateralized debt obligation which closed March 3,
2005, and is managed by Residential Funding Corporation. RFC II
has a static portfolio composed of 87% residential mortgage-backed
securities and 13% commercial mortgage-backed securities.

These affirmations are the result of stable collateral performance
since the deal closed.  The weighted average rating factor has
improved slightly from 3.65 to 3.47, and remains in the 'BBB+/BBB'
range.  The class A/B overcollateralization (OC) ratio, class C OC
ratio, class D OC ratio, and class E OC ratio have all experienced
marginal improvements, and are all passing their test levels as of
the most recent trustee report dated Dec. 31, 2005. There has been
relatively little rating migration, there are no defaulted assets,
and 11% of the portfolio's assets are rated below 'BBB-'.

The ratings of the class A-1, class A-2, class B-1 and class B-2
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the class C, class D, class
E and class F notes address the likelihood that investors will
receive ultimate interest and deferred interest payments, as per
the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.


RIM SEMICONDUCTOR: Inks Technology License Pact With HelloSoft
--------------------------------------------------------------
Rim Semiconductor Company fka New Visual Corporation and
HelloSoft, Inc., entered into a Technology License Agreement
on Feb. 6, 2006.

Under the Agreement, Rim Semiconductor obtained a license to
include HelloSoft's integrated VoIP software suite in its Embarq30
semiconductor.  The software suite includes an SIP Signaling
Stack, Algorithms for Voice Media Processing, Jitter Buffering,
Call Control Manager, Media and System Frameworks, Application
Layer, OS Abstraction Layer and all necessary software components
required for VoIP clients.  

The HelloSoft solution is standards compliant and has been
verified for interoperability with commercial SIP proxy servers
and popular VoIP end point devices available in the market.  In
exchange for such rights, Rim Semiconductor will pay HelloSoft a
license fee and certain royalties based on its sales of products
including the licensed technology.

HelloSoft and the Company are parties to a Services Agreement,
dated as of March 31, 2004, a First Amendment to Services
Agreement, dated as of March 31, 2004, and Amendments 1.0, 2.0,
and 3.0 to the Services Agreement, dated as of Oct. 11, 2004,
July 26, 2005, and Nov. 3, 2005, respectively.  

Pursuant to these agreements, HelloSoft has been and continues to
provide technology development services for Rim Semiconductor
relating to its semiconductor products.

As of Feb. 10, 2006, HelloSoft beneficially owns 5,825,396 shares
of Rim Semiconductor's common stock.

                      About HelloSoft, Inc.

Headquartered in San Jose, California, HelloSoft, Inc. --
http://www.hellosoft.com/-- is a supplier of signal processing  
technology and Software Defined Radio solutions for VoIP, Wi-Fi,
Cellular, and converged markets.  Combined with its WLAN and
Cellular Intellectual Property Portfolio, HelloSoft's solutions
enable cost-efficient mass deployment of multi-mode mobile
communications devices for the converged market place.  Hellsoft
has a Research & Development facility in Hyderabad, India.

                 About Rim Semiconductor Company

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation -- http://www.rimsemi.com/-- is an
emerging fabless communications semiconductor company.  It has
made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor Company fka New Visual Corporation's ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended Oct. 31, 2005, and
2004.  The auditing firm pointed to Rim's $3,145,391 working
capital deficiency at Oct. 31, 2005.  Rim Semiconductor's Oct. 31
balance sheet shows strained liquidity with $407,512 in current
assets available to pay $3,552,903 of current liabilities coming
due within the next 12 months.


ROGERS COMM: Moody's Lifts Corp. Family Rating to Ba2 from Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
the Rogers Communications Inc., group of companies as well as the
Senior Secured ratings of Rogers Cable Inc., and Rogers Wireless
Inc., to Ba2 from Ba3, while the Senior Subordinated rating of
Wireless was upgraded from B2 to Ba3.  The Issuer and Senior
Secured ratings of Rogers Telecom Holdings Inc., have been
withdrawn because all related debt has now been repaid.  The
outlook for all long-term ratings is positive.

This action reflects Moody's expectation that RCI, after
generating only nominal cash flow in recent years through 2005,
will likely produce meaningful cash flow by 2007 and that
management will likely use it to reduce debt, although execution
risks remain.  RCI will depend on improving results at Wireless to
offset a continuing material cash drain at Cable.  The ratings
reflect Moody's belief that Cable is considered to be a strategic
asset by the CEO and RCI will support sustained investment in the
cable operation despite the lack of a guarantee.

The risk also remains that either future capital expenditures or
acquisitions will dilute the company's ability to improve its
credit metrics.

The outlook is positive because Moody's believes that RCI is
likely to produce increasing levels of cash flow.  The ratings
could be further upgraded if RCI is able to demonstrate an ability
to execute on these expectations and to use the proceeds to reduce
debt.  Moody's currently expects consolidated Debt/EBITDA to
improve from about 4X at the end of 2005 to less than 3X by the
end of 2007.  At the same time, Retained Cash Flow/Debt is
expected to improve from 17% at the end of 2005 to the upper 20%
range over the next two years, while Free Cash Flow/Debt should
improve from less than 1% to upper single digits. (EBITDA-
Capex)/Interest was only 1.3X in 2005 but should improve to about
2.3X in 2007, while (Funds From Operations
+Interest)/Interest of 3.3X in 2005 should approximate 4.5X in
2007.  If RCI executes towards these metrics, the ratings would be
considered for an upgrade.  The outlook would likely be stabilized
at the current level if RCI is unable to generate Free Cash
Flow/Debt exceeding 5%, Retained Cash Flow/Debt remains closer to
20% than 30%, (EBITDA-Capex)/Interest remains less than 2X, or
Debt/EBITDA remains closer to 4X than 3X.

The ratings are primarily supported by RCI's leading position in
both the Canadian protected, oligopolistic wireless and cable
sectors, and the group's unique ability to offer a quadruple
bundle of voice, video, data and wireless products.  Moody's also
expects that free cash flow will be used to reduce debt for at
least the next two years.  At the same time, the ratings are
constrained by RCI's significant debt, the execution risk in
actually growing free cash flow from a breakeven level in 2005,
and the risk of re-leveraging for future acquisitions.  RCI is
also competing against a larger, financially stronger Telco
competitor that is aggressively upgrading its network for wireline
video.

Moody's believes Rogers is very well positioned in the Canadian
communications segment.  Moody's expects that the new cable
telephony product will be beneficial to Rogers' market share and
customer churn and is therefore strategically appropriate,
although Moody's remains concerned with Cable's high level of
capital expenditures relative to its peers and its related
continuing cash drain.

Moody's expects approximately mid-teens wireless revenue growth
and further margin expansion over the next two years, with the
related growth in cash flow to more than offset a planned
investment of over $300 million to upgrade their network with high
speed HSDPA capability.

Moody's expects Rogers Media Inc., to generate modest continuing
free cash flow after absorbing the cash drain of the Toronto Blue
Jays baseball club and related stadium which were both transferred
from RCI to Media in early 2005.  Moody's believes that Rogers
could increase debt to partially fund future acquisitions, as it
has done so in the recent past, and would likely be willing to do
so in the future should Canadian communications or media companies
become available.

Moody's has notched the senior secured ratings of both Wireless
and Cable at the same level as the Corporate Family Rating even
though Wireless' credit metrics are expected to be materially
better than those of Cable in 2007: Moody's believes there are no
effective restrictions on the flow of funds amongst the operating
and holding companies.  RCI has used this financial flexibility in
the past when liquidity at Cable was used to support RCI's
wireless acquisitions, and Moody's expects RCI will utilize
Wireless' cash flow to fund Cable's cash drain over the next
several years.  As well, although Cable's Second Priority Notes
rank behind up to $600 million of that company's $1 billion bank
facility, Moody's does not consider this prior claim to be large
enough to notch the Second Priority Notes down from the Corporate
Family Rating.

The Wireless subordinated debt rating has now been notched one
level below the Corporate Family Rating, which is Moody's current
standard notching practice when Corporate Family ratings are Ba2
or better.

Moody's believes that Rogers will have approximately CA$1.9
billion of expected consolidated liquid resources available to
fund CA$260 million of cash uses over the next twelve months.

Upgrades:

   Issuer: Rogers Cable Inc.

   * Senior Secured Regular Bond/Debenture, Upgraded to Ba2 from
     Ba3

   Issuer: Rogers Communications Inc.

   * Corporate Family Rating, Upgraded to Ba2 from Ba3

   Issuer: Rogers Wireless Inc.

   * Senior Secured Regular Bond/Debenture, Upgraded to Ba2 from
     Ba3

   * Senior Subordinated Regular Bond/Debenture, Upgraded to Ba3
     from B2

Outlook Actions:

   Issuer: Rogers Cable Inc.

   * Outlook, Changed To Positive From Rating Under Review

   Issuer: Rogers Communications Inc.

   * Outlook, Changed To Positive From Rating Under Review

   Issuer: Rogers Telecom Holdings Inc

   * Outlook, Changed To Rating Withdrawn From Rating Under
     Review

   Issuer: Rogers Wireless Inc.

   * Outlook, Changed To Positive From Rating Under Review

Withdrawals:

   Issuer: Rogers Telecom Holdings Inc

   * Issuer Rating, Withdrawn, previously rated Caa1

   * Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated B3

Rogers Communications Inc., is a communications company that owns
all of Rogers Cable Inc., Canada's largest cable company, Rogers
Wireless Inc., Canada's largest wireless operator, and Rogers
Media Inc., which owns radio, TV, sports and publishing assets.
All companies are headquartered in Toronto, Ontario, Canada.


ROUGE INDUSTRIES: Court Extends Plan-Filing Period to Apr. 12
-------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates sought and
obtained further extensions of their exclusive periods under 11
U.S.C. Sec. 1121.  The U.S. Bankruptcy Court for the District of
Delaware extended Rouge's exclusive period to file a chapter 11
plan through April 12, 2006, and preserved the debtor's exclusive
right to solicit acceptances of that plan until June 12, 2006.  

The Debtors have continued to make substantial progress in the
administration of their estates, including working with the
Official Committee of Unsecured Creditors to reach a settlement
with Duke/Flour Daniel and to address liens and security interests
asserted by Ford Motor Company.

The Debtors need the additional time to further advance claims
administration, investigate and litigate potential claims and
causes of action, wind up their affairs and liquidate any
remaining assets.

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.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  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.


S-TRAN HOLDINGS: Has Until March 13 to Decide on Cookeville Lease
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave S-Tran
Holdings, Inc., and its debtor-affiliates, until March 13, 2006,
to elect to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors are a party to one remaining lease for property
located at 728 Jefferson Avenue in Cookeville, Tennessee.

Although the Debtors believe that there are no other remaining
unexpired leases except the Cookeville lease, they sought the
extension out of an abundance of caution in the event that they
may have inadvertently failed to identify any remaining unexpired
leases.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.   When the Debtors filed for protection
from their creditors, they listed total assets of $22,508,000 and
total debts of $30,891,000.


SAYBROOK POINT: Fitch Affirms $12MM Preference Shares' BB+ Ratings
------------------------------------------------------------------
Fitch Ratings affirmed six classes of notes issued by Saybrook
Point CBO II, Ltd.  These affirmations are the result of Fitch's
review process and are effective immediately:

    -- $255,000,000 class A notes at 'AAA'
    -- $2,000,000 class B-1 notes at 'A+'
    -- $13,000,000 class B-2 notes at 'A+'
    -- $12,000,000 class C-1 notes at 'BBB'
    -- $6,000,000 class C-2 notes at 'BBB'
    -- $12,000,000 preference shares at 'BB+'

Saybrook II is a collateralized debt obligation, which closed
Nov. 14, 2002, and is managed by General Re - New England Asset
Management Inc.  Saybrook II is a revolving transaction and will
exit its reinvestment period on Nov. 1, 2007.  The portfolio is
composed of:

   * 63% residential mortgage-backed securities;
   * 12% asset-backed securities;
   * 10% debt securities issued by real estate investment trusts;
   * 8% commercial mortgage-backed securities;
   * 6% collateralized debt obligations; and
   * 1% corporates.

These affirmations are the result of the overall stable
performance of the collateral.  Although the coverage test ratios
have marginally decreased from their closing levels, all
overcollateralization and interest coverage tests continue to pass
their test levels, according to the most recent trustee report
dated Dec. 22, 2005.  The:

   * class A OC ratio was 118.04% versus a minimum trigger
     of 112.50%;

   * class B OC ratio was 111.48% versus a minimum trigger
     of 108.00%; and

   * class C OC ratio was 104.51% versus a minimum trigger
     of 102.00%.

The weighted average rating factor of 12.09 ('BBB+/BBB') was below
its maximum trigger of 14.  Of Saybrook II's portfolio, only 1.62%
represented defaulted assets or assets rated 'CCC' or below.  
Aside from several manufactured housing securities which have
experienced credit deterioration, the transaction's performance on
the whole has been stable.  The analysis of the preference shares
reflects distributions totaling $8,270,161 which have been
received as of Nov. 8, 2005.

The ratings of the class A notes address the likelihood that
investors will receive timely payment of interest and ultimate
payment of principal, as per the governing documents.  The ratings
of the classes B-1, B-2, C-1 and C-2 notes address the likelihood
that investors will receive ultimate payment of interest and
ultimate payment of principal, as per the governing documents.  
The ratings of the preference shares address only the ultimate
receipt of the $12 million aggregate liquidation preference, as
per the governing docs.


SECURECARE TECHNOLOGIES: Hires Howard Alweil as Consultant
----------------------------------------------------------
SecureCARE Technologies, Inc., has hired Howard Alweil to give
advice and opinions concerning:

   -- locating qualified executive personnel to serve as the
      Company's key employees, and

   -- reviewing of the implementation of the Company's public
      relations and marketing efforts.

Mr. Alweil will provide services for one year starting Jan. 24,
2006, and ending Jan. 23, 2007.

SecureCARE issued 300,000 shares of common stock (valued at about
$75,000) to Mr. Alweil as payment for his services.

The consultant can be contacted at:

      Howard Alweil
      1820 Benevcia Avenue, Suite 205
      Los Angeles, CA 90025

A full-text copy of SecureCARE's consultancy agreement
with Mr. Alweil is available at no charge at
http://ResearchArchives.com/t/s?59f

A full-text copy of SecureCARE's registration statement is
available at no charge at http://ResearchArchives.com/t/s?5a0

Headquartered in Austin, Texa, SecureCARE Technologies, Inc.,
provides Internet-based document exchange and e-signature
solutions for the healthcare industry.

The Company's SecureCARE.net application is a secure, HIPAA-ready
tracking and reporting tool that streamlines operations while
providing physicians with additional revenue opportunities.

As of Sept. 30, 2005, SecureCARE Technologies, Inc.'s equity
deficit increased to $1,880,817 compared to a $907,080 deficit at
Sept. 30, 2004.


SIRIUS SATELLITE: Incurs $311.4 Net Loss in Fourth Quarter
----------------------------------------------------------
SIRIUS Satellite Radio (NASDAQ: SIRI) reported record fourth
quarter and full-year 2005 financial and operating results, driven
by better-than-expected subscriber growth across its distribution
channels.

SIRIUS ended 2005 with 3,316,560 subscribers, reflecting a 190%
increase in total subscribers for the year and record net
subscriber additions of 2,173,302.  For the fourth quarter, the
company added 1,142,640 net subscribers, making SIRIUS the market
share leader in terms of net satellite radio subscriber additions
for the quarter.  This was the best quarterly gain in the
company's history, and a 138% increase over net subscriber
additions in the year-ago quarter.  SIRIUS' market share of
satellite radio net subscriber additions was approximately 45% for
full-year 2005 and approximately 56% for the fourth quarter.

Full-year 2005 revenue grew to $242.2 million, up 262% from
$66.9 million in 2004, and ahead of guidance for the year.  
Average monthly churn for the fourth quarter and full-year 2005
was 1.5%, in line with guidance.  Subscriber acquisition costs
(SAC) per gross subscriber addition was $113 for the fourth
quarter and
$139 for full-year 2005, a 21% improvement over the full-year 2004
level and ahead of guidance of under $145 for 2005.

"2005 was our best year ever and a major milestone for SIRIUS,
setting new records in subscribers, market share and revenue,"
said Mel Karmazin, CEO of SIRIUS.  "We continue to be the fastest
growing U.S. provider in this exciting new entertainment category,
with strong growth driven by tremendous demand for our products
and our programming, including the NFL, Martha Stewart and Howard
Stern.  In 2006, we believe this positive momentum will be further
reflected in our automotive OEM channel, where we expect to more
than double our subscriber base."

During 2005, SIRIUS added 1,554,108 net subscribers from its
retail channel, a 123% increase from 696,028 net retail subscriber
additions in 2004.  The company also added 620,224 net subscribers
from its automotive OEM channel, more than 241% above net
automotive OEM subscriber additions of 181,646 in 2004.  For the
fourth quarter, SIRIUS added 900,645 net subscribers from its
retail channel and 241,705 net subscribers from its automotive OEM
channel.

SIRIUS reported a net loss of ($311.4) million for the fourth
quarter of 2005, and a net loss of ($863.0) million for the
full-year.

                        2005 Achievements

During the year, SIRIUS achieved significant operational
milestones including:

   * Satellite radio market share parity in the retail channel --
     retail market share of 55% for the full-year and 61% for the
     fourth quarter, according to The NPD Group;

   * Rapid acceleration in OEM subscriber additions, with further
     acceleration expected in 2006;

   * Material reduction in SAC per gross subscriber addition, with
     further improvements expected in 2006 and beyond;

   * Long-term exclusive agreements extended with SIRIUS'
     automotive OEM partners DaimlerChrysler (Chrysler and
     Mercedes-Benz), Ford and BMW;

   * Exciting new programming exclusives with Martha Stewart,
     Richard Simmons, the NBA, Adam Curry's Podcast Show, Howard
     Stern (January 2006) and NASCAR (2007);

   * Introduced the critically acclaimed SIRIUS S50, the satellite
     radio industry's first wearable device with MP3/WMA
     capabilities;

   * Launched SIRIUS Music on the Sprint wireless network, a
     satellite radio industry first;

   * Launched satellite radio service in Canada through SIRIUS'
     Canadian affiliate, SIRIUS Canada Inc. ;

   * Enhanced balance sheet and liquidity through a successful
     $500 million debt offering; and

   * Key senior management additions in marketing, advertising
     sales, retail, business development and investor relations
     areas.

                            Guidance

SIRIUS believes that the satellite radio industry will continue to
experience strong growth in 2006, and the company expects to have
over 6 million subscribers by the end of this year.

Average monthly churn is expected to be approximately 1.8% for
2006.  The company expects SAC per gross subscriber addition to
approach $110 for the full-year 2006 and to decline further in
2007.

SIRIUS expects to generate approximately $600 million of total
revenue in 2006, and approximately $1 billion in 2007.  SIRIUS
expects an adjusted loss from operations of approximately
$540 million in 2006.

SIRIUS ended the fourth quarter of 2005 with approximately
$879 million in cash, cash equivalents and marketable securities.   
SIRIUS' first quarter of positive free cash flow, after capital
expenditures, could be reached as early as the fourth quarter of
2006, and the company continues to expect to generate positive
free cash flow for the full-year 2007.

The company expects capital expenditures to be approximately
$110 million in 2006, which includes investments for new revenue
generating opportunities such as telematics, video and other data
services, as well as network infrastructure expansion, including
payments related to the previously disclosed contract to secure a
slot for a possible satellite launch prior to year-end 2010.

SIRIUS also believes that in 2010 the company will generate
approximately $3 billion in revenue and approximately $1 billion
in free cash flow, after capital expenditures.

SIRIUS Satellite Radio Inc. delivers more than 120 channels of the
best commercial-free music, compelling talk shows, news and  
information, and the most exciting sports programming to
listeners  across the country in digital quality sound.  SIRIUS
offers 65 channels of 100% commercial-free music, and features
over 55 channels of sports, news, talk, entertainment, traffic and
weather for a monthly subscription fee of only $12.95.  SIRIUS
also broadcasts live play-by-play games of the NFL and NBA, and is
the Official Satellite Radio partner of the NFL.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,  
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s $500 million Rule 144A senior
unsecured notes maturing in 2013.   At the same time,
Standard & Poor's affirmed its existing ratings on the New York,
New York-based satellite radio broadcasting company, including its
'CCC' corporate credit rating.  S&P said the outlook remains
stable.


SOUTHERN UNION: Sells New England Unit to Nat'l Grid for $575MM
---------------------------------------------------------------
Southern Union Company (NYSE: SUG) reported the sale of the Rhode
Island assets of New England Gas Company to National Grid USA for
$575 million less assumed debt of $77 million.  Proceeds from the
sale will be used to retire a portion of the bridge facility
financing for the acquisition of Sid Richardson Energy Services,
which is slated for an early March closing.  The Company will
retain New England Gas Company's North Attleboro and Fall River,
Massachusetts operations.

"The sale of these assets is part of the continuing transformation
of Southern Union Company from a utility to a leader in the
natural gas transportation and services industry," said George L.
Lindemann, Southern Union's chairman, president and CEO.  In
January, the Company announced that it had entered into a
definitive agreement to sell the assets of its PG Energy natural
gas distribution division in Pennsylvania to UGI Corporation for
$580 million.  "We are very pleased with today's announcement,"
added Eric D. Herschmann, senior executive vice president of
Southern Union.  "We believe this transaction, as well as our
company's ongoing transformation, will further enhance value for
our shareholders."

Both companies' boards of directors have approved the transaction,
which is contingent upon state and federal regulatory approval and
other closing conditions.  The sale is expected to close by the
third quarter of 2006.  Under the terms of the agreements, all
active employees of the Rhode Island operations will be offered
employment with National Grid.

Merrill Lynch & Co. and Lehman Brothers served as financial
advisors to Southern Union in this transaction.

                      About New England Gas

Headquartered in Providence, Rhode Island, New England Gas Company
-- http://www.negasco.com/-- serves over 290,000 residential and  
commercial customers in Rhode Island and Massachusetts.   

                       About National Grid

National Grid USA (LSE: NG., NYSE: NGG) --
http://www.nationalgridus.com/-- is an international energy  
delivery business with principal activities in the regulated
electricity and natural gas industries.  In the U.S., National
Grid transmits and distributes electricity and natural gas to
nearly 4 million customers across 29,000 square miles of
Massachusetts, New Hampshire, New York and Rhode Island.  In Rhode
Island, National Grid delivers electricity to approximately
477,000 customers in 33 communities.

                      About Southern Union

Southern Union Company -- http://www.sug.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50 percent interest in and
operates the CrossCountry Energy pipelines, which include 100
percent of Transwestern Pipeline Company and 50 percent of Citrus
Corp.  Citrus Corp. owns 100 percent of the Florida Gas
Transmission pipeline system.  Southern Union's pipeline interests
operate approximately 18,000 miles of interstate pipelines that
transport natural gas from the San Juan, Anadarko and Permian
Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas
and the Panhandle regions of Texas and Oklahoma to major markets
in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG
Energy and New England Gas Company, Southern Union also serves
approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Rhode Island and Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2005,
Moody's Investors Service placed under review for possible
downgrade the Baa3/negative outlook senior unsecured debt ratings
of Southern Union Company (SUG) and its transportation and storage
subsidiary, Panhandle Eastern Pipe Line Company, LLC.

Ratings of SUG under Review are:

  Southern Union Company:

    -- Baa3 senior unsecured debt
    -- Baa3 senior implied ratings

  Southern Union Company:

    -- Ba2 non-cum. perpetual preferred securities

  Panhandle Eastern Pipe Line Company, LLC:

    -- Baa3 senior unsecured debt.


STEWART ENTERPRISES: Files Form 10-K for 2005 Fiscal Year
---------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEIE) completed its
deferred revenue project and filed its Form 10-K for the fiscal
year ended Oct. 31, 2005.  The Company also plans to file its
amended Form 10-Q for the quarter ended July 31, 2005 by Feb. 22,
2006.  The Company will host a conference call for investors on
Feb. 21, 2006.

The Company's financial statements for the fiscal years ended
Oct. 31, 2001, 2002, 2003, 2004 and the first three quarters of
2005 have been restated to correct for certain accounting errors.  

The financial statement restatements resulting from the deferred
revenue project reflect an increase in deferred revenue as of
Oct. 31, 2005 of $157 million, a decrease in shareholders' equity
of $93 million, which reflects the cumulative impact on net
earnings for annual and interim periods through Oct. 31, 2005 and
an increase totaling $61 million to net deferred taxes and income
tax receivable.

The restatements are primarily due to errors identified in
recognition of revenue on preneed cemetery merchandise and
services contracts and on realized trust earnings on preneed
cemetery and funeral merchandise and services contracts.  The
primary reason for the differences between the adjustments the
Company is reporting and the adjustments it projected in its press
release dated Jan. 18, 2006 is unexpected errors identified during
the deferred revenue project with respect to the Company's
recognition of realized trust earnings.

                        Technical Default

These restatements and the Company's failure to deliver financial
statements within the specified deadlines in its senior secured
credit facility resulted in a default and potential event of
default under the facility.  The Company sought and received
waivers of the defaults and potential events of default related
to the restatements and failure to deliver audited consolidated
financial statements by the specified deadline.  A waiver granted
an extension to deliver the audited consolidated financial
statements for a date subsequent to Feb. 17, 2006.  The Company
delivered the financial statements within the time period
specified in the waiver.  The Company believes its incomplete
July 31, 2005 Form 10-Q filed with the SEC in conjunction with
management certifications met the compliance requirements of its
senior secured credit facility.  The Company believes it is in
compliance with the terms of the senior secured credit facility.

The indenture governing the 6.25% notes requires the Company to
furnish to the trustee for forwarding to the holders of the notes,
within the time periods specified in the SEC's rules and
regulations, all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the
annual financial statements from our certified independent
accountants.

In addition, the Company must file a copy with the SEC for public
availability within the time periods specified in the SEC's rules
and regulations.  An event of default would occur if the Company
failed to provide that information within 30 days after receipt of
written notice by the trustee or holders of at least 25% of the
principal amount outstanding.  The Company furnished its July 31,
2005 Form 10-Q to the trustee and filed it with the SEC, and
believes that doing so complied with the requirements of the
indenture.  The Company has not received a default notice from the
trustee or note holders with respect to the late filing of the
Form 10-K for the fiscal year ended Oct. 31, 2005 and has now
filed this report with the SEC.  The Company believes it is in
compliance with the terms of its 6.25% notes.

The Company has received notifications from Nasdaq that:

     * the Company's incomplete Form 10-Q for the quarter ended
       July 31, 2005,
   
     * the delay in filing the 2005 Form 10-K and

     * the Company's incomplete amended Form 10-K for the fiscal
       year ended Oct. 31, 2004

are not in compliance with the continued listing requirements of
Nasdaq Marketplace Rule 4310(c)(14).  The Nasdaq Listing
Qualifications Panel granted the Company's request for an
extension of time to file the complete 2005 third quarter report
and the 2005 Form 10-K to Feb. 15, 2006, and the Company was
granted an additional extension of time to Feb. 22, 2006 in which
to file these reports.  The Company was also granted an extension
of time in which to file a completed amended Form 10-K for the
fiscal year ended Oct. 31, 2004 until April 7, 2006.

The 2005 Form 10-K reflects that the Company has identified
material weaknesses in its internal control over financial
reporting as of Oct. 31, 2005 relating to:

     (1) revenue recognition on preneed cemetery merchandise and
         services contracts and

     (2) recognition of realized trust earnings on preneed
         cemetery and funeral contracts.

The Company is in the process of remediating the material
weaknesses in its internal controls, and can give no assurances as
to when the remediation will be completed.

The Company's 2005 Form 10-K reflects:

     * For fiscal year 2005, the Company had a net loss of
       $143.3 million compared to restated net earnings of
       $36.7 million for fiscal year 2004.  Contributing to the
       net loss was a charge of $153.2 million for the cumulative
       effect of change in accounting principle related to the
       change in the Company's method of accounting for preneed
       selling costs, implemented effective Nov. 1, 2004.

     * Fiscal year 2005 earnings from continuing operations before
       the cumulative effect of change in accounting principle
       decreased by $22.2 million to $8.8 million, compared to
       $31 million as restated for fiscal year 2004.  Contributing
       to the decline were charges for loss on early   
       extinguishment of debt of $32.8 million related to the
       refinancing of the Company's senior secured credit facility
       and its 10.25% senior subordinated notes.  Also
       contributing to the decline was a $9.9 million increase in
       funeral costs of which $5.4 million was due to the 2005
       change in accounting for preneed selling costs and the
       remainder was due primarily to increased health insurance
       costs.  

     * Operations provided cash of $52.8 million for the year   
       ended Oct. 31, 2005 compared to $93.6 million for the
       comparable period in 2004. The 2005 amount included a cash
       inflow of approximately $19 million for cash withdrawn from
       trust accounts during the year resulting from the
       determination during the deferred revenue project that
       those amounts had not been withdrawn in prior periods, even
       though the related services and merchandise had been
       delivered in prior periods.  The 2005 amount also included
       a cash outflow of approximately $2.5 million related to
       Hurricane Katrina and $25.5 million for premiums paid for
       the early extinguishment of debt related to the
       refinancings in 2005.  The 2004 amount included a
       $33.2 million tax refund received during the first quarter
       of 2004 resulting from a change in tax accounting methods
       for cemetery merchandise revenue.
      
Headquartered in Jefferson, Louisiana, Stewart Enterprises --
http://www.stewartenterprises.com/-- is the third largest    
provider of products and services in the death care industry in
the United States, currently owning and operating 231 funeral
homes and 144 cemeteries.  Through its subsidiaries, the company,
founded in 1910, provides a complete range of funeral merchandise
and services, along with cemetery property, merchandise and
services, both at the time of need and on a preneed basis.

Stewart Enterprises' 6.25% Senior Notes due 2013 carry Moody
Investor's Service's B1 rating and Standard & Poor's BB rating.


TEREX CORP: Earns $324 Million of Net Income for 2004 Fiscal Year
-----------------------------------------------------------------
Terex Corporation (NYSE: TEX) completed:

     * the restatement of its financial statements for the years
       ended Dec. 31, 2000, 2001, 2002 and 2003,

     * the filing of its Annual Report on Form 10-K, including its
       audited financial statements, for the year ended Dec. 31,
       2004, and

     * the filing of its quarterly reports for the first, second
       and third quarters of 2004.

Terex also confirms 2004 revenues of $5 billion and announced net
income of $324.1 million for 2004, as compared with 2003 revenues
of $3.9 billion and restated net loss of $226.6 million for 2003.  

Stockholders' equity as of Dec. 31, 2004 was $1.135 billion,
consistent with management's prior disclosure of approximately
$1.1 billion.

As previously reported, Terex's 2003 net income includes a
valuation allowance of $200.7 million reducing its U.S. deferred
tax assets, negatively impacting net income.  This $200.7 million
expense was reversed and has a positive effect in the 2004 period,
representing $3.93 per share of net income.  The establishment of
the valuation allowance and the reversal of the valuation
allowance each has been treated as a special item in the
respective year.  Terex anticipates filing its Quarterly Reports
on Form 10-Q for the first, second and third quarters of 2005 and
its Annual Report on Form 10-K for the year ended Dec. 31, 2005 in
the near future.

"With the completion of our restatement, we have a solid
foundation on which to move forward with our business," said
Ronald M. DeFeo, Terex's Chairman and Chief Executive Officer.  "I
want to thank all of our employees and partners who have
tirelessly dedicated their time and efforts over the last 15
months.  The restatement has been a monumental task, both complex
and demanding.  I also want to thank our customers for their
consistent support, which has allowed us to maintain our business
and financial position during this time and continue our expansion
in critical markets.  Terex is positioned to move forward, to
implement the lessons learned from this experience, and to
continue to improve our Company's internal controls.  We will
channel our efforts and resources toward Terex's transformation,
and have already put in motion many improvement actions."

Mr. DeFeo continued, "As contained in our Annual Report on Form
10-K filing, our 2004 stockholders' equity balance was $1.1
billion.  That means that at the end of the fourth quarter of
2004, our net debt to book capitalization was 40.7%, an all time
low. This measurement has continued to improve throughout 2005, a
good indication that the Company's operating focus on cash flow is
yielding significant results. We remain enthusiastic about our
future.  We continue to perform well in a strong environment for
construction and mining equipment worldwide.  We are committed to
building a better company over the next few years and our
prospects look promising."

                   Update on SEC Investigation

The Company previously disclosed that it has been advised verbally
by the SEC that it had commenced an investigation of Terex.  On
Feb. 1, 2006, the Company received a copy of a written order of a
private investigation from the SEC.  Terex has been voluntarily
cooperating with the SEC, and will continue to cooperate fully to
furnish the SEC staff with information needed to complete their
review.  Terex management will provide future updates of this
investigation as events dictate.

Headquartered in Westport, Connecticut, Terex Corporation --
http://www.terex.com/-- is a diversified global manufacturer with  
2004 net sales of $5 billion.  Terex operates in five business
segments: Terex Construction, Terex Cranes, Terex Aerial Work
Platforms, Terex Materials Processing & Mining, and Terex
Roadbuilding, Utility Products and Other.  Terex manufactures a
broad range of equipment for use in various industries, including
the construction, infrastructure, quarrying, recycling, surface
mining, shipping, transportation, refining, utility and
maintenance industries.  Terex offers a complete line of financial
products and services to assist in the acquisition of Terex
equipment through Terex Financial Services.

Terex Corp.'s 7-3/8% Senior Subordinated Notes due 2014 carry
Moody's Investors Service's Caa1 rating and Standard & Poor's B
rating.


THERMA-WAVE INC: Posts $3.9MM Net Loss in Fiscal Third Quarter
--------------------------------------------------------------
Therma-Wave, Inc., delivered its financial results for the quarter
ended Dec. 31, 2006, to the Securities and Exchange Commission on
Feb. 15, 2006.

For the fiscal third quarter ended Dec. 31, 2006, Therma-Wave
reported a $3.9 million net loss, compared to a $1.9 million net
loss for the same period in the prior year and a $$4.1 million net
loss in the prior quarter.

The Company generated $15.4 million of net revenues for the fiscal
third quarter of 2006, compared to $17.3 million of net revenues
of in the prior quarter.  For the quarter ended Dec. 31, 2004, the
Company reported $21.4 million of net revenues.

The Company's balance sheet at Dec. 31, 2005, showed $59.6 million
in total assets and liabilities of $31.7 million.

Boris Lipkin, Therma-Wave's president and chief executive officer,
stated, "Our progress during the fiscal third quarter improved
Therma-Wave's positioning on several key fronts as we made gains
towards our strategic objectives.  Gains were particularly evident
in terms of reducing our quarterly operating expenses and
improving our overall cash management.  With new bookings of
approximately $14.8 million during the quarter our new order rate
was in line with industry book to bill spending levels over the
same period.  We also took additional steps during the quarter to
further improve our positioning for the future.  These actions
include a follow-on round of financing which has strengthened our
balance sheet and offered us additional financial flexibility as
well as the execution of additional initiatives that are expected
to yield future cost savings.

"In an effort to further streamline our corporate structure,
during the quarter we shifted our sales structure in Europe to a
representative model, naming Teltech, our 20 year partner in the
region as our exclusive representative.  We believe this action
will provide our European customers with higher levels of local
support and follows our successful transition to a similar model
in select Asian markets earlier in fiscal 2006.  Overall, we
continue to make progress towards our goal of reducing our
quarterly cash usage and bringing the Company back to
profitability," continued Mr. Lipkin.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?5a4

               Fiscal Fourth Quarter Guidance

For the fiscal fourth quarter of 2006 ending April 2, 2006,
Therma-Wave expects:

     -- to generate revenues within the range of $13 million to
        $16 million;  

     -- expects new orders  of $13 million to $16 million; and   

     -- cash consumption of $1.5 million to $3 million.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 7, 2005,
PricewaterhouseCoopers LLP raised substantial doubt about Therma-
Wave, Inc.'s ability to continue as a going concern after it
audited the company's financial statements for the year ended
April 3, 2005.  The qualification was included in PwC's audit
report as a result of the Company's recurring net losses and
negative cash flow.

                       About Therma-Wave

Since 1982, Therma-Wave, Inc. -- http://www.thermawave.com/-- has  
been revolutionizing process control metrology systems through
innovative proprietary products and technologies.  The company is
a worldwide leader in the development, manufacture, marketing and
service of process control metrology systems used in the
manufacture of semiconductors.  Therma-Wave currently offers
leading-edge products to the semiconductor manufacturing industry
for the measurement of transparent and semi-transparent thin
films; for the measurement of critical dimensions and profile of
IC features; for the monitoring of ion implantation; and for the
integration of metrology into semiconductor processing systems.


TRANSTECHNOLOGY: Raises $18.75MM in Sale of 2.5MM Common Shares
---------------------------------------------------------------
TransTechnology Corporation (OTC:TTLG) completed the sale of
2,500,000 shares of its unregistered common stock in a private
placement, at a price of $7.50 per share, resulting in gross
proceeds to the Company of $18.75 million.

Tinicum Capital Partners II, L.P. and its affiliates were the lead
investors in the placement.  The purchasers received registration
rights with respect to the unregistered shares purchased under a
registration rights agreement with the Company.  Wells Fargo
Securities, LLC served as placement agent for the private
placement.

"We are very pleased to announce this recapitalization of the
Company which will have the immediate effect of improving our
balance sheet and cash flow," Robert L.G. White, President and CEO
of TransTechnology, said.  "Furthermore, based upon our analysis
and that of our advisors, we believe that this recapitalization
should be accretive to earnings per share.  We also believe that
our competitive position as perceived by our customers, employees
and suppliers will be enhanced by this development and that we can
now take steps to move the Company to a more formal trading venue
for our shares which should improve their liquidity and
attractiveness to investors."

The Company intends to use the net proceeds from this private
placement for general corporate purposes, including the repayment
of the most expensive tranche of its senior credit facility and
the reduction of other term debt under the facility.

TransTechnology Corporation -- http://www.transtechnology.com/--     
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--     
designs and manufactures sophisticated lifting devices for
military and civilian aircraft, including rescue hoists, cargo
hooks, and weapons-lifting systems.  The company, which employs
approximately 180 people at its facility in Union, New Jersey,
reported sales from continuing operations of $64.6 million in the
fiscal year ended March 31, 2004.

At Dec. 25, 2005, TransTechnology Corporation's balance sheet
showed a $5,734,000 stockholders' deficit, compared to a
$6,359,000 deficit at March 31, 2005.


US CAN: Launches Tender Offers for 10-7/8% and 12-3/8% Bonds
------------------------------------------------------------
United States Can Company commenced tender offers for any and all
of its:

   -- $125 million principal amount outstanding of 10-7/8%
      Senior Secured Notes due July 10, 2010 (CUSIP No. 911674
      AH2), and

   -- $171.71 million principal outstanding 12-3/8% Senior
      Subordinated Notes due Oct. 1, 2010 (CUSIP No. 911674 AF6).  

In conjunction with the tender offers, the Company has commenced
consent solicitations to eliminate substantially all of the
restrictive and reporting covenants, certain events of default and
certain other provisions in the indentures relating to the notes.

The tender offers and consent solicitation are being made pursuant
to the Company's Offer to Purchase and Consent Solicitation
Statement dated Feb. 16, 2006.

On Feb. 14, 2006, Ball Corporation, Ball Aerosol and Specialty
Container Corporation, U.S. Can Corporation and some security
holders of U.S. Can Corporation entered into a merger agreement
pursuant to which Ball Aerosol will be merged with and into U.S.
Can Corporation.  The tender offer is being made and the consent
solicitation is being conducted in connection with the merger and
other transactions contemplated by the merger agreement.

Holders who properly tender and deliver valid consents to the
proposed amendments at or prior to 5:00 p.m., New York City time,
on March 2, 2006, unless extended, will be eligible to receive the
total consideration with respect to the applicable series of
Notes.  The total consideration for the Senior Notes will be
determined in accordance with the formula set forth in the Tender
Offer Documents, pricing to the earliest redemption date at a
fixed spread of 50 basis points over the bid side yield on the 3
5/8% Treasury Notes due June 30, 2007.  The total consideration
includes a consent payment equal to $30 per $1,000 principal
amount of tendered notes.  The price is expected to be determined
at 2:00 p.m. New York City time on March 8, 2006, unless extended.

The total consideration for the Subordinated Notes shall be
$1,067.40 per $1,000 principal amount of tendered Notes, which
includes a Consent Payment.

Holders who validly tender Notes after the Consent Payment
Deadline, but on or prior to 11:59 p.m., New York City time, on
March 22, 2006, will be eligible to receive the applicable total
consideration for the applicable series of Notes less the Consent
Payment.

In addition, Holders who validly tender and do not validly
withdraw their Notes in the tender offer will also be paid
interest from, and including, the relevant previous interest
payment date up to, but not including, the applicable settlement
date.

The Offer to Purchase contains several conditions described in the
Offer to Purchase and Consent Solicitation Document dated Feb. 16,
2006, including, but not limited to:

   -- the receipt of valid and unrevoked consents from holders of
      a majority in principal amount of the outstanding Secured
      Notes and the outstanding Subordinated Notes,

   -- the completion of the Merger, and

   -- the payment in full of the indebtedness under the Company's
      senior credit agreement.

The tender offers will expire at 11:59 p.m., New York City time,
on March 22, 2006, unless extended.  The Total Consideration or
Tender Offer Consideration, as applicable, will be payable to
holders on the Early Settlement Date or the Final Settlement Date,
each as described below.

The Company expects the Early Settlement Date to occur
concurrently or promptly following the Merger and satisfaction of
the other conditions to the Offer to Purchase. Notice of any
extension of the Early Settlement Date will be given by press
release to the Dow Jones News Service or a comparable news
service.  The "Final Settlement Date" is the settlement date with
respect to any Notes that are validly tendered after the Consent
Payment Deadline and at or prior to the Expiration Time, and the
Tender Offer Consideration to which a holder tendering during such
time is entitled pursuant to the Tender Offer is expected to be
paid promptly after the Expiration Time.

Holders may withdraw their tenders and revoke their consents at
any time prior to the Consent Payment Deadline.

Holders who wish to tender their Notes on or prior to the Consent
Payment Deadline must consent to the proposed amendments and
Holders may not deliver consents without tendering their related
Notes. Holders may not revoke consents without withdrawing the
Notes tendered pursuant to the tender offer.

Lehman Brothers Inc. is acting as the sole dealer, manager and
solicitation agent for the tender offers and the consent
solicitation.  The tender agent and information agent is D.F. King
& Co., Inc.

Headquartered in Lombard, Illinois, U.S. Can Corporation --
http://www.uscanco.com/-- manufactures steel containers for
personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

As of Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000
equity deficit, compared to a $398,429,000 deficit at Dec. 31,
2004.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 20, 2006,
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 1.1
million shares of Ball common stock and the repayment of
approximately $550 million of U.S. Can's debt.


USG CORP: Files Joint Chapter 11 Plan & Disclosure Statement
------------------------------------------------------------
USG Corporation (NYSE:USG) filed a Joint Plan of Reorganization
and an accompanying Disclosure Statement with the U.S> Bankruptcy
Court for the District of Delaware last week.  The Company says it
plans to emerge from Chapter 11 later this year.

The Asbestos Personal Injury Claimants Committee, the court-
appointed Representative for Future Asbestos Claimants and the
committee representing the unsecured creditors have expressed
support for the Plan of Reorganization.  A Bankruptcy Court
hearing to approve the Disclosure Statement is scheduled to occur
on April 3, 2006.  A hearing on confirmation of the Plan of
Reorganization currently is scheduled for June 15 and 16, 2006.
Judge Judith Fitzgerald of the United States Bankruptcy Court for
the Western District of Pennsylvania and visiting United States
Bankruptcy Court Judge in the District of Delaware will preside
over both hearings.  The Honorable Joy Flowers Conti, District
Court Judge for the United States District Court for the Western
District of Pennsylvania, will sit with Judge Fitzgerald on
June 15, 2006.

USG and its principal domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code on June 25, 2001.  This action was taken to
resolve asbestos claims in a fair and equitable manner, protect
the long-term value of the businesses and maintain their market
leadership positions.

On January 30, 2006, USG announced that it reached an agreement in
its bankruptcy to resolve all present and future asbestos-related
personal injury claims against USG and its subsidiaries. As noted
in the January 30 announcement, the agreement was reached with the
Asbestos Personal Injury Claimants Committee and the Court-
appointed Representative for Future Asbestos Claimants, and is
also supported by the committees representing both unsecured
creditors and stockholders.

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

     http://www.researcharchives.com/bin/download?id=060220031748

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

     http://www.researcharchives.com/bin/download?id=060220032051

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day and Paul R. DeFilippo, Esq., and and Brendan P.
Langendorfer, Esq., at Wollmuth Maher & Deutsch LLP represent the
Debtors in their restructuring efforts.  Duane, Morris &
Heckscher, LLP, represents the Official Committee of Unsecured
Creditors.  Campbell & Levine, LLC, represents the Official
Committee of Asbestos Personal Injury Claimants.  Martin J.
Bienenstock, Esq., at Weil Gotshal & Manges LLP and Robert J.
Dehney, Esq., at Morris, Nichols, Arsht and Tunnell represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.


VERMEER FUNDING: Fitch Affirms $12.6 Mil. Pref. Shares' BB-Ratings
------------------------------------------------------------------
Fitch Ratings affirmed seven classes of notes issued by Vermeer
Funding II, Ltd.  These rating actions are effective immediately:

    -- $206,834,504 class A-1 notes at 'AAA'
    -- $3,000,000 class A-2A notes at 'AAA'
    -- $25,250,000 class A-2B notes at 'AAA'
    -- $35,290,000 class B notes at 'AA'
    -- $11,755 436 class C-1 notes at 'BBB'
    -- $2,628,192 class C-2 notes at 'BBB'
    -- $12,625,000 preference shares at 'BB-'

Vermeer II is a collateralized debt obligation managed by Rabobank
which closed Dec. 14, 2004.  Fitch rates Rabobank 'CAM2' on its
structured finance asset manager rating.  Vermeer II is composed
of:

   * residential mortgage-backed securities (78.4%);
   * collateralized debt obligations (10.0%);
   * commercial mortgage-backed securities (6.5%);
   * asset-backed securities (3.7%); and
   * corporates (1.4%).

These affirmations are the result of stable collateral
performance.  Between close and the most recent trustee report
dated Jan. 30, 2006, the weighted average rating factor has
remained stable in the 'BBB'/'BBB-' range, deteriorating slightly
to 4.17 from 4.13.  The overcollateralization (OC) tests and
interest coverage (IC) tests have remained stable since close.  
The class A/B OC test has increased marginally to 109.9% from
109.8%, based on the fully ramped portfolio in the April 28, 2005
report, relative to a trigger of 104%.  During this same period
the class A/B IC test has decreased to 133.9% from 141.0%,
relative to a trigger of 110.0%.  There are currently no defaulted
or distressed assets in the portfolio.

Vermeer II is still in its substitution period, which ends in
December 2007.  During the substitution period, principal proceeds
from anything other than trading gains are used to pay down the
class A notes sequentially.  As of the Jan. 30, 2006 report, class
A-1 has received about $4.5 million in principal distributions, or
2.2% of its original balance.  Excess spread exceeding a 14.75%
dividend yield on the preference shares is used to redeem the
class C notes.  Since close, class C-1 and C-2 have each received
about 3.5% of their original balances.  The preference shares have
received about $2.1 million since close, which is about 16.9% of
its original rated balance.

The ratings of the class A and B notes address the likelihood that
investors will receive timely payments of interest and ultimate
payment of principal, as per the governing documents.  The rating
of the class C notes addresses the likelihood that investors will
receive ultimate payment of interest and principal, as per the
governing documents.  The rating of the preference shares
addresses the likelihood that investors will receive their stated
balance of principal by the legal final maturity date.


* SEC Proposes Amendments for Executive Compensation Disclosure
---------------------------------------------------------------
The Securities and Exchange Commission has proposed amendments to
the disclosure requirements for:

   -- executive and director compensation,
   -- related party transactions,
   -- director independence,  
   -- other corporate governance matters, and
   -- security ownership of officers and directors.

The SEC's proposals apply only to U.S. domestic companies, not to
other foreign private issuers that file annual reports with the
SEC on Form 20-F or Form 40-F.

                    The Major Proposed Changes

   * The summary compensation table would contain a column for
     total compensation -- including the dollar value of stock,
     option and similar incentive awards, based on their fair
     value on the date of grant (calculated the same way as
     required under U.S. GAAP for expensing stock options).

   * A named executive officer or NEO would be determined by total
     compensation, rather than just salary and bonus.  

   * In addition to the disclosure of total compensation for the
     CEO, the CFO and three other NEOs, total compensation would
     now also have to be disclosed for up to three other
     employees, identified by job description only, whose
     compensation exceeds that of any NEO.  These could include
     any highly paid employees, such as traders, salespeople,
     entertainers and athletes.

   * The portion of compensation discussion and analysis would
     have to answer specific questions that explain the company's
     policies and decisions about executive compensation -- in
     non-boilerplate language.

A full-text copy of SEC's proposed compensation disclosure rules
is available at no charge at http://ResearchArchives.com/t/s?5a2


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN        (65)         209      (38)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (488)       1,511       69
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (79)         750      195
Crown Holdings I        CCK        (236)       6,545      (98)
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (84)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Encysive Pharm          ENCY        (11)         147      102
Foster Wheeler          FWLT       (375)       1,936     (186)
Gencorp Inc.            GY          (73)       1,057        9
Graftech International  GTI         (13)       1,026      283
Guilford Pharm          GLFD        (20)         136       60
Hercules Inc.           HPC         (13)       2,548      330
Hollinger Int'l         HLR        (177)       1,001     (396)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Immunomedics            IMMU        (14)          31        8
Indevus Pharma          IDEV       (126)         100       65
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Koppers Holdings        KOP        (186)         570      120
Kulicke & Soffa         KLIC         (3)         440      217
Level 3 Comm. Inc.      LVLT       (632)       7,580      502
Ligand Pharm            LGND        (96)         306      (99)
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (677)       1,044      114
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
Omnova Solutions        OMN         (13)         355       46
ON Semiconductor        ONNN       (276)       1,148      228
Quality Distribu        QLTY        (26)         377       20
Quest Res. Corp.        QRES        (73)         247      (61)
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,169)         980       86
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (165)       1,275      879
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (9)         163       36
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (15)          14       (9)
Unisys Corp             UIS         (33)       4,029      339
Vector Group Ltd.       VGR         (38)         536      168
Vertrue Inc.            VTRU        (30)         446      (82)
Visteon Corp.           VC       (1,430)       8,823      404
Weight Watchers         WTW         (81)         836      (43)
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (559)       3,517      876
XM Satellite            XMSR       (189)       2,223      356

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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