TCR_Public/060223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 23, 2006, Vol. 10, No. 46

                             Headlines

ACANDS INC: Wants Exclusive Period Stretched to July 14
ADELPHIA COMMS: Expands Scope of Dechert's Retention
ADELPHIA COMMS: Global Cable Says Plan Prematurely Ends Lawsuits
ADELPHIA COMMS: Plan Voting Deadline Moved to March 6
ADI PACIFIC: Case Summary & 19 Largest Unsecured Creditors

ADZONE RESEARCH: Inks Deal with Nutmeg Group to Pay Off Debt
AES CORP: S&P Withdraws BB+ Corp. Credit Ratings on Subsidiaries
ALASKA COMMS: S&P Rates Proposed $57 Mil. Term Loan Add-On at B+
AMERICAN MEDIA: Filing Delay Cues S&P to Put Ratings on Neg. Watch
AMEROPA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors

ANCHOR GLASS: Gets Open-Ended Deadline to Decide on Leases
ANCHOR GLASS: Reaches Clean-Air Act Agreement With EPA
ANCHOR GLASS: Resolves Supply Spat with RTS Packaging
ANDREW MARTIN: Case Summary & 8 Largest Unsecured Creditors
APCO LIQUIDATING: Wants Until May 16 to Remove Civil Actions

ASARCO LLC: Directed by Ct. to Pay Pinal County Treasurer $2 Mil.
ASARCO LLC: Ct. Allows Property Panel to Deliberate Wingard Claim
ASARCO LLC: Sells Hardshell Mine to Arizona Minerals for $8.250MM
ATA AIRLINES: Gets Court Nod to Decide on ILFC & Castle Leases
ATA AIRLINES: Wants to Assume Amended Qwest Agreement

AZTAR CORP: Redevelopment Plan Cues Moody's Low-B Rating Review
BABCOCK & WILCOX: Exits Chapter 11 Bankruptcy Protection
BAREFOOT RESORT: Case Summary & 19 Largest Unsecured Creditors
CALPINE CORP: Can Hire Covington as Special Counsel on Final Basis
CALPINE CORP: Court Okays Use of Cash Collateral on Final Basis

CALPINE CORP: Geysers & Silverado Can Pledge Assets for DIP Loan
CANADIAN IMPERIAL: Fitch Affirms Individual Rating at B
CASE NEW: S&P Puts BB- Rating on Proposed $350 Million Sr. Notes
CITGO PETROLEUM: Says It Will Cooperate in Oil Program Probe
COLLINS & AIKMAN: Committee's Deal With JP Morgan Gets Court's Nod

COLLINS & AIKMAN: Objects to 118 Duplicate Claims
COLLINS & AIKMAN: Landlord Demands Payment of $230,744 Tax Bill
CREATIVE VISTAS: Secures $8.25 Million Refinancing
CYBERCARE INC: AmerisourceBergen Wants Tardy Claims Deemed Timely
DECORATIVE SURFACES: Selling Columbus Facility to Campus Partners

DPL INC: Reports $52.9 Million of Net Income for 4th Quarter 2005
DYNTEK INC: Secures New Debt Financing to Increase Working Capital
EDS CORP: Board of Directors Authorize $1 Billion Share Repurchase
EAGLEPICHER HOLDINGS: Amends Terms of Newmont Mining Lease
EAGLEPICHER HOLDINGS: Cuts GE Railcar's $231,065 Claim to $129,000

EAGLEPICHER HOLDINGS: Hires Deloitte & Touche as Auditors
EMERGE CAPITAL: Names Fred Zeidman as Chairman of the Board
FRUIT OF THE LOOM: Creditor Trust Ready to Make Final Distribution
FUTURE MEDIA: Case Summary & 20 Largest Unsecured Creditors
GMAC: Moody's Says "Stand-Alone" Profile Weakens to Mid-Ba Rating

GREEN MOUNTAIN: Earns $11 Million in Year Ended Dec. 31, 2005
HEDSTROM CORP: Has Until July 14 to Object to Proofs of Claim
HOLLYWOOD CASINO: Asks Court for Final Decree Closing Three Cases
INTEGRATED ELECTRICAL: Court Okays Joint Administration of Cases
INTEGRATED ELECTRICAL: Section 341(a) Meeting Set for March 14

INTEGRATED ELECTRICAL: U.S. Trustee Picks 3-Member Creditors Panel
J.A. JONES: Trustee Wants Until April 24 to Object to Claims
JAKE'S GRANITE: Files Plan of Reorganization in Arizona
LL INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
LOVESAC CORP: Wants to Auction & Walk Away From 21 Leases

MALLARD CABLEVISION: Entry of Final Decree Extended Until June 30
MCLEODUSA INC: Court Found Former CEO Guilty of Illegal Trading
MCLEODUSA INC: Joe Ceryanec Promoted as Chief Financial Officer
MEGO FINANCIAL: Chapter 7 Trustee Revises Real Property Sale Deal
MERIDIAN AUTOMOTIVE: Court Okays BDO Seidman as Auditor

MERIDIAN AUTOMOTIVE: Wants Until July 1 to Remove Civil Actions
MERISTAR HOSPITALITY: Inks $2.6 Bil. Merger Deal with Blackstone
MERISTAR HOSPITALITY: Blackstone Merger Prompts S&P's CreditWatch
MERITAGE HOMES: Directors Okay $100 Mil. Share Repurchase Program
MOOG INC: Closes Sale of 2,875,000 Shares of Class A Common Stock

MULTIPLAN INC: Inks Pact for Acquisition by Carlyle Group
MUSICLAND HOLDING: Can Maintain Existing Insurance Policies
MUSICLAND HOLDING: Court Approves Abacus as Advisors & Consultants
NAVISTAR INT'L: Launches Cash Tender Offers for $1.43 Bil. Notes
NAVISTAR INT'L: S&P Holds BB- Corp. Credit Rating on Neg. Watch

NEW WORLD: Hearing to Recognize Bermudan Proceeding Set for Today
OPTIMER INT'L: Voluntary Chapter 11 Case Summary
PATRON SYSTEMS: Names Martin Johnson as Chief Financial Officer
PEACHTREE CASUALTY: S&P Raises Financial Strength Rating to BBpi
PERFORMANCE TRANSPORTATION: Court Okays AFCO Insurance Agreement

PERFORMANCE TRANSPORTATION: Hires FTI as Financial Advisors
PERFORMANCE TRANSPORTATION: Taps Hodgson Russ as Co-Counsel
PIER 1: S&P Rates $165 Mil. Convertible Sr. Unsecured Notes at B-
PRICE OIL: Wants Court to Set March 1 as Admin. Claim Bar Date
R.A.B. ENTERPRISES: Retired Debt Cues Moody's Rating Withdrawal

RICHARD CHADO: Case Summary & 5 Largest Unsecured Creditors
RIM SEMICONDUCTOR: Annual Shareholders Meeting Set for April 11
RISK MANAGEMENT: Court Sets March 17 as Special Claims Bar Date
RONALD OLZMANN: Case Summary & 20 Largest Unsecured Creditors
RUSSELL CORP: Discloses Fourth Quarter Financial Results

SCOTTISH RE: Earns $58.5 Million in Quarter Ended Dec. 31
SI TANKA: Judge Hoyt Dismisses Chapter 11 Proceeding
SOLUTIA INC: Financial Projections Under Joint Chapter 11 Plan
SOLUTIA INC: Liquidation Analysis Under Joint Chapter 11 Plan
SOLUTIA INC: Plans Estimates Claims at 20x Less Amounts Asserted

SONIC AUTOMOTIVE: Completes New $1.2 Billion Credit Facility
SPANISH BROADCASTING: Repays Second Lien Credit Facility
STANDARD PACIFIC: S&P Affirms Subordinated Notes' Rating at B+
STEPHENS COMPANY: Case Summary & 20 Largest Unsecured Creditors
STONE ENERGY: Moody's Puts Junk Rated $400MM Sr. Notes on Review

SUPERB SOUND: Court Okays Sale of Louisville Store to Phase One
SURETY CO: S&P Lowers Financial Strength Rating to Bpi from BBpi
TORCH OFFSHORE: Administrative Claims Bar Date Set on April 3
TRUST ADVISORS: Creditors Committee Taps Murtha Cullina as Counsel
TSR IMPORTS: Case Summary & 4 Largest Unsecured Creditors

URBAN HOTELS: Court Okays Jonathan Hayes' Retention as Counsel
URBAN HOTELS: Levene Neale Approved as Creditors Committee Counsel
USG: Asbestos PD Panel Insists PI Estimation Should Not Be Stayed
USG CORP: Disclosure Statement Hearing Scheduled for April 3
VILLAS AT HACIENDA: Judge Hollowell Confirms Modified Amended Plan

WAMU MORTGAGE: Moody's Assigns Ba1 Rating to Class B-12 Certs.
WILBERT ROSS: Case Summary & 17 Largest Unsecured Creditors
WINN-DIXIE: Judge Funk Okays $1.15 Million Retention Bonus to CEO
WINN-DIXIE: Wants Grossman-Dickson Settlement Agreement Approved
WINN-DIXIE: Wants Open-Ended Lease Decision Deadline

* Sheppard Mullin Welcomes Lucantonio Salvi as Partner in D.C.

                             *********

ACANDS INC: Wants Exclusive Period Stretched to July 14
-------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to further extend, through and including the earlier of
the effective date of its chapter 11 plan or June 14, 2006, the
time within which it alone can file a chapter 11 plan.  The Debtor
also asks the Court for more time to solicit acceptances of that
plan from its creditors, through the earlier of the effective date
of that plan or Sept. 19, 2006.

The Debtor wants to preserve its exclusive periods as it pushes
its pending Plan to confirmation and to allow for any alternative
structure that may result from continuing negotiations.  The
extension, the Debtor says, will result in a more efficient use of
its estate assets and resources.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  Kathleen Campbell Davis,
Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC,
represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $100 million.  

                    Chapter 11 Plan Update

As previously reported, Judge Fitzgerald approved the adequacy
of the Debtor's Amended Disclosure Statement explaining their
proposed Plan of Reorganization on Oct. 3, 2003.  On Jan. 26,
2004, Judge Fitzgerald entered Proposed Findings of Fact and
Conclusions of Law Re Chapter 11 Plan Confirmation (Doc. 979),
recommending that the U.S. District Court deny confirmation
of the Debtor's Plan.  On Feb. 5, 2004, the Debtor and the
Official Committee of Asbestos Personal Injury Claimants jointly
filed with the District Court an objection to the Bankruptcy
Court's Proposed Findings.  In that filing, the Debtor and the
Committee asked the District Court to reject the Bankruptcy
Court's Findings and Conclusions and confirm the proposed
chapter 11 plan.  


ADELPHIA COMMS: Expands Scope of Dechert's Retention
----------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
requested Dechert LLP to represent them in additional cases,
including:

    * Representation of Adelphia in In the Matter of an
      Arbitration between Moctesuma Esparza, et al. -- Arbitration
      proceeding brought by the former shareholders of Buenavision
      Telecommunications, Inc., and Buenavision Telecommunications
      of Boyle Heights, Inc., against Adelphia and its former
      officers, alleging certain violations of federal and state
      securities laws and breaches of representations and
      warranties made in connection with the merger between
      Buenavision and Adelphia.  Pursuant to Section 362 of the
      Bankruptcy Code, the action has been stayed and is not
      proceeding against as to the Debtors.

    * Representation of Adelphia in Esparza et al. v. Adelphia --
      Former shareholders of Buenavision have brought an adversary
      proceeding against Adelphia in the bankruptcy court
      requesting that certain debts allegedly owed by Adelphia to
      the plaintiffs for alleged securities law violations be
      declared non-dischargeable in Adelphia's bankruptcy.

    * Representation of Adelphia in In the Matter of an
      Arbitration between Benchmark Media, Inc., v. Adelphia
      Communications Corp. -- Former shareholders of Benchmark
      Media, Inc., brought an arbitration proceeding against
      Adelphia asserting claims for breach of contract and fraud
      in the inducement in connection with a merger.  Pursuant to
      Section 362 of the Bankruptcy Code, the action has been
      stayed and is not proceeding against Adelphia.

    * Representation of Adelphia in Searle Communications, Inc. v.
      Monument Colorado Cablevision, Inc., et al. -- An
      arbitration proceeding brought by former shareholders of
      Searle Communications against Monument Colorado Cablevision
      and Adelphia alleging claims for fraudulent concealment,
      fraudulent misrepresentation and rescission of a merger
      between the parties.  Pursuant to Section 362 of the
      Bankruptcy Code, the action has been stayed and is not
      proceeding against Adelphia.

    * General advice with respect to In re Adelphia Communications
      Corp. Securities & Derivatives Litigation (MDL Proceedings),
      in which Adelphia is a non-party.  In conjunction with its
      ongoing representation of Adelphia in conjunction with the
      matter of Adelphia v. Deloitte & Touche LLP, Dechert is also
      representing the Debtors' interests with respect to its
      claims against Deloitte & Touche LLP, in a voluntary
      mediation proceeding, arising out of the MDL proceedings.

    * Providing legal advice with respect to potential claims and
      actions against the Debtors' former legal counsel, Buchanan
      Ingersoll P.C.

Robert C. Heim, Esq., a partner at Dechert, said that his firm has
examined these additional matters and determined that it has no
conflict of interest in representing the Debtors in these matters.

Judge Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York permits Dechert to provide the
additional services to the Debtors.

                          About Dechert

Dechert LLP, an international law firm, provides general
representation to its clients in numerous areas, including
corporate matters, litigation, tax and government practices.  
Dechert has significant expertise in large-scale litigation and
has received commendation for successfully litigating numerous
high-stakes civil cases.

The firm can be contacted at:

                  Robert C. Heim, Esq.
                  Dechert LLP
                  30 Rockefeller Plaza
                  New York, NY 10112-2200
                  Tel: +1 212 698 3500
                  Fax: +1 212 698 3599
                  http://dechert.com/

                         About Adelphia

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 121;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Global Cable Says Plan Prematurely Ends Lawsuits
----------------------------------------------------------------
Global Cable, Inc., which buys, sells, and distributes cable
television and telecommunications equipment, objects to
confirmation of Adelphia Communications Corporation and its
debtor-affiliates' Fourth Amended Plan of Reorganization.

Global Cable had an agreement with ACOM that ACOM will sell
400,000 digital converter units to Global Cable.  ACOM later
breached its contract by advising Global Cable that it had no
intention of honoring its commitment.

As a result, Global Cable suffered $34,200,000 in damages.

Global Cable filed a lawsuit seeking damages and a timely proof
of claim for $34,200,000.

The parties settled that dispute with ACOM agreeing to sell, and
Global Cable agreeing to buy, $2,500,000 worth of converter
boxes.  Global Cable later complained that ACOM failed to provide
the correct number of converter boxes and some converter boxes
delivered were damaged.

ACOM contends that it doesn't owe any money Global Cable.  But
ACOM also seeks to estimate the Claim at $1,000,000.

ACOM's Fourth Amended Joint Plan of Reorganization provides that
all holders of any claims are deemed to forever release, waive
and discharge all claims as a result of the Plan being
consummated.  The Debtors will also obtain a discharge and
release from any right of recoupment relating to the litigation.

Global Cable objects to the timing of the Third Party Releases and
Recoupment Discharge because it appears to prematurely terminate
Global Cable of its basic due process right to assert a recoupment
defense.

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?31b

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?31a

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 122;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Plan Voting Deadline Moved to March 6
-----------------------------------------------------
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York extends the deadline for the
submission of ballots and master ballots to accept or reject
Adelphia Communications Corporation and its debtor-affiliates'
Fourth Amended Plan of Reorganization to March 6, 2006, at
4:00 p.m., prevailing New York time.

The hearing to consider confirmation of the plan is set for
March 15, 2006, at 9:45 a.m. (prevailing New York time).

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?31b

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?31a

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 122;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADI PACIFIC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: ADI Pacific, LLC
        3215 Corridor Drive
        Mira Loma, California 91752

Bankruptcy Case No.: 06-10305

Chapter 11 Petition Date: February 17, 2006

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: J.L. Borrie, Esq.
                  J.L. Borrie and Associates
                  4333 Orange Street, Suite 21
                  Riverside, California 92501
                  Tel: (909) 686-6432

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Copper Investment                Unsecured Loan        $386,118
Commercial Financial
15572 Fallen Oak Lane
Chino Hills, CA 91709

Western States Transportation    Unsecured Loan        $153,519
1822 Panoramic Avenue
Corona, CA 92880

Triton Distribution LLC          Unsecured Loan        $118,618
15572 Fallen Oak Lane
Chino Hills, CA 91709

First Site Staffing              Trade Debt             $63,252

Fox Transport, Inc.              Trade Debt             $61,025

State Compensation               Trade Debt             $43,937

Creditors Adjustment Bureau      Trade Debt             $43,134

On Time Personnel                Trade Debt             $39,041

JCM Unlimited, Inc.              Trade Debt             $32,692

Finishing Solutions              Trade Debt             $29,972

Leaf Funding                     Trade Debt             $25,301

Tops Staffing, Inc.              Trade Debt             $19,477

Kent Landsburg Co.               Trade Debt             $15,258

America's Staffing               Trade Debt             $13,027

Empire Distributors              Trade Debt             $11,323

Chase Business                   Credit Card            $10,875

Southern California Edison       Utility Service        $10,747

DSC Logistics                    Trade Debt              $7,799

Winner Circle                    Trade Debt              $6,800


ADZONE RESEARCH: Inks Deal with Nutmeg Group to Pay Off Debt
------------------------------------------------------------
Citing a rapidly improving operating outlook, AdZone Research,
Inc. (OTCBB:ADZR) signed an agreement to pay off a $1.2 million
Convertible Debenture from The Nutmeg Group, L.L.C.

"We are very pleased to have reached this agreement with Nutmeg,
and dramatically reduce potential shareholder dilution," said
AdZone's Chairman & CEO, Charles A. Cardona.  "The Nutmeg Group,
led by Randy Goulding, has been unwavering in its support of the
company over the past two years.  It has helped position AdZone to
be where it is today, and remains a valued ally and major
shareholder of the company.

"It's not often that a Bulletin Board company can take a step like
this," said the CEO.  "It is a very proud moment for the company,
and should be for all our loyal shareholders as well."

Headquartered in Calverton, New York, AdZone Research, Inc.
engages in the extraction of data through the monitoring of
Internet Web sites.  The company operates as an Internet
advertising research firm that provides various market research
statistics and other focused information on the Internet. The
company focuses on providing Internet analysis of security related
data transmissions.  AdZone, through NetGet Internet monitoring
technology, a subscription-based online application, accesses data
from Web sites that are hosted within the United States, the
United Kingdom, Europe, and Asia, and provides such data to its
clients in various customizable report formats.  The company
markets its products and services through email distributions,
direct sales contacts and its Web sites.  The company hosts two
Web sites at http://www.adzoneinteractive.com/and  
http://www.adzoneresearch.com/   

As of March 31, 2005, the Company's total liabilities exceeded
its total assets by $1,878,288.

                          *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 20, 2005,
Aidman, Piser & Company, P.A., expressed substantial doubt about
Adzone Research, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Mar. 31, 2005.  The auditing firm points to the Company's
significant losses and the usage of significant levels of cash for
its operations.


AES CORP: S&P Withdraws BB+ Corp. Credit Ratings on Subsidiaries
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit ratings on The AES Corp.'s El Salvador-based electric
distribution subsidiaries:

   * Compania de Alumbrado Electrico de San Salvador S.A. de C.V.;
   * Empresa Electrica de Oriente S.A. de C.V.; and
   * Distribuidora Electrica de Usulutan S.A. de C.V.

following the payment of the outstanding $103 million initially
purchased by Fortis Bank N.V./S.A. and insured by MBIA Insurance
Corp.

Management confirmed that the notes were refinanced with $300
million senior guaranteed notes.


ALASKA COMMS: S&P Rates Proposed $57 Mil. Term Loan Add-On at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '3' recovery rating to Alaska Communications Systems
Holdings Inc.'s proposed $57 million incremental term loan.  The
term loan is an add-on to the existing $375 million term loan B
that was rated in January 2005.

At the same time, Standard & Poor's affirmed:

   -- its 'B+' corporate credit rating and stable outlook;

   -- its 'B+' debt rating and '3' recovery rating on the
      company's existing $375 million senior secured bank
      facility; and

   -- its 'B+' corporate credit rating and stable outlook on
      Alaska Communications Systems Group Inc.

The senior secured debt rating, which is the same as the corporate
credit rating, along with the recovery rating, reflect Standard &
Poor's expectation of meaningful (50%-80%) recovery of principal
by creditors in the event of a payment default or bankruptcy.  Pro
forma total debt is approximately $439 million.
     
Proceeds from the proposed incremental term loan will be used for
a cash tender offer for $56.9 million aggregate principal amount
of outstanding 9 7/8% senior notes due 2011, which will allow the
company to reduce interest costs by roughly $3 million annually.
      
"The ratings on ACS reflect significant competitive pressure
within the limited Alaskan telecommunications market and a
shareholder-oriented financial policy.  Tempering factors include
expectations for healthy growth in the wireless business, coupled
with improved operating trends in the wireline segment," said
Standard & Poor's credit analyst Allyn Arden.

As capital expenditures from wireless upgrades wind down, the
company is expected to produce positive discretionary cash flow in
the second half of 2006.


AMERICAN MEDIA: Filing Delay Cues S&P to Put Ratings on Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on American
Media Operations Inc. (B-/Watch Neg/--) on CreditWatch with
negative implications, based on the company's need to restate its
SEC Form 10-K for the fiscal year ended March 31, 2005, and its
Form 10-Q for the first two quarters of 2006.  Also, the company
has not filed its Form 10-Q for the quarter ended Dec. 31, 2005.
     
"The CreditWatch listing will be resolved pending a review of the
company's operations, cash flow, and liquidity following the
filing of its restated financials," said Standard & Poor's credit
analyst Hal F. Diamond.
     
American Media received a waiver of covenants, until
June 28, 2006, in its bank credit agreement, which was put in
place on Jan. 30, 2006.  The company expects to file the restated
financial statements with the SEC in a timely manner.  However, a
continued delay in filing could lead to an event of default if the
company receives a notice from 25% of the bondholders or the
trustees.  An event of default could be avoided if bondholders
waive their rights relating to the company's failure to comply
with the reporting covenant under its indentures.
     
The Boca Raton, Florida-based magazine and tabloid newspaper
publisher had debt of about $1 billion as of Sept. 30, 2005.
     
The company has modestly revised downward its guidance for the
full fiscal year 2006.  It now anticipates an 11% drop in EBITDA
compared with fiscal 2005, reflecting the lackluster celebrity
magazine advertising environment and declining newsstand sales for
its core publications.
     
The company expects that the restatement will primarily address
reclassifications related to accounting for costs of display
racks, which are expected to be netted against revenues.  This
element of the restatement will not affect EBITDA or cash flow.


AMEROPA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ameropa Development, Inc.
        407 Lincoln Road #12E
        Miami Beach, Florida 33139

Bankruptcy Case No.: 06-10572

Chapter 11 Petition Date: February 22, 2006

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Douglas J Snyder, Esq.
                  Douglas J. Snyder, P.A.
                  1320 South Dixie Highway #731
                  Coral Gables, Florida 33146
                  Tel: (305) 663-0740
                  Fax: (305) 667-8529

Debtor's financial condition as of January 3, 2006:

      Total Assets: $1,600,000

      Total Debts:  $1,935,507

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dean Maxwell                     Real Estate           $729,257
3450 Northeast Miami
Gardens Drive
Miami, FL 33180

Givner, Jaroslawicz              Legal Services          $5,000
and Chepnik
1177 Kane Concourse #232
Miami, Florida 33154

Internal Revenue Service                                Unknown
P.O. Box 21126
Philadelphia, PA 19114


ANCHOR GLASS: Gets Open-Ended Deadline to Decide on Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended, until confirmation of a plan of reorganization, Anchor
Glass Container Corporation's period to assume or reject several
real property, railroad track and pipe, and warehouse space
leases.

As reported in the Troubled Company Reporter on Jan 11, 2006, the
real properties include:

   1) 1555 Fairview Road
      Zanesville, Ohio

   2) 4343 Anchor Plaza Parkway
      Tampa, Florida

   3) Hazlet Sales Office
      1 Bethany Road & Route 35, Suites 74/76
      Hazlet, New Jersey

   4) St. Louis Sales Office
      7750 Clayton Road, Suite 203
      St. Louise, Missouri

   5) Cincinnati Sales Office
      8172 Mall Road, Suite 220
      Florence, Kentucky

   6) Warehouse #173
      DMI, 100 East Short Street
      Winchester, Indiana

   7) Warehouse #102
      Gateway Warehouse, 50 Kent Drive
      Cartersville, Georgia

   8) Warehouse #156
      1075 Valley Industrial Boulevard North
      Shakopee, Minnesota

   9) Salem Land Leases for property situated at:

      -- Block No. 12, Lot No. 19
         Fourth St. & Griffin St.

      -- Block No. 3, lot No. 24
         Griffin St.

      -- Block No. 3, Lot No. 22
         Griffin St.

Anchor Glass is also a party to numerous leases of public
warehouse, and several side track pipe and track leases with
various railroad companies.

In particular, the Debtor is a party to side track-pipe and track
leases with:

   * CSX Transportation,
   * CSXT Transportation, Inc.,
   * JP Rail/Southern Railroad,
   * Norfolk Southern Railway Co.,
   * Southern & Florida,
   * Southern Railroad Co. of New Jersey,
   * St. Louis - San Francisco Railroad,
   * Texas & Pacific Railroad, and
   * Union Pacific Railroad

Kathleen S. McLeroy, Esq., at Carlton Fields, P.A., in Tampa,
Florida, related that Anchor Glass is currently analyzing its
lease and executory contracts to determine which should be assumed
or rejected.  Ms. McLeroy asserted that extending the Lease
Decision Period will assist the Debtor in its reorganization.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  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: Reaches Clean-Air Act Agreement With EPA
------------------------------------------------------
The U.S. Environmental Protection Agency Region 5 reached an
agreement with Anchor Glass Container Corp. on alleged clean-air
violations at the company's container glass manufacturing plant at
200 W. Belleview Dr., Lawrenceburg, Ind.

The agreement, which includes a $96,901 penalty, resolves EPA
allegations that Anchor Glass failed to use its baghouses to
control emissions of particulate matter at the plant as required
by the company's state operating permit.

Also resolved are allegations that the company failed to comply
with a number of other requirements in its state operating permit.

The alleged violations were discovered during a November 2004
inspection by EPA and the Indiana Department of Environmental
Management.

Inhaling high concentrations of particulates can affect children,
the elderly and people with heart and lung diseases the most.

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: Resolves Supply Spat with RTS Packaging
-----------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to approve the Settlement
Agreement resolving its dispute with RTS Packaging, LLC.

As reported in the Trouble Company Reporter on Sept. 20, 2005,
RTS, a seller of cardboard partitions, asked the Bankruptcy Court
to affirm its right to reclamation and grant a replacement lien
with respect to certain goods ordered by the Debtor.  
Alternatively, RTS asked the Court to direct the Debtor to
immediately pay $160,304 as an expense of administration to RTS.

The Debtor responded to RTS' request, saying RTS' demand for the
return of goods did not sufficiently identify the goods.  Also,
the Debtor pointed out that any goods allegedly subject to RTS'
demand were not in the Debtor's possession at time of the demand.

The Debtor and RTS investigated the merits of the Complaint and
the defenses asserted by the Debtor in its Answer, and agreed to
compromise and settle all disputes relating to the Complaint.

The Settlement Agreement provides that:

    (a) RTS will have an administrative claim for $27,500;

    (b) RTS will also file an amended unsecured claim for
        $595,412, reflecting the balance owed by Anchor Glass.

Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,
Florida, counsel to the Debtor, tells the Court that the
settlement is fair and equitable.

Ms. McLeroy notes that the settlement stops all litigation
between the Debtor and RTS, thus avoiding the uncertainty of a
trial and the costs associated with litigating the issue.

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)


ANDREW MARTIN: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Andrew Alfred Martin
        21591 Montbury Drive
        Lake Forest, California 92630

Bankruptcy Case No.: 06-10130

Chapter 11 Petition Date: February 13, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre Drive, Suite 300
                  Foothill Ranch, California 92610-2808
                  Tel: (949) 340-3400

Total Assets:   $923,904

Total Debts:  $1,192,624

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Ultima Design Group              Architectural            $20,000
1602 Babcock Street              Services
Costa Mesa, CA 92627

Johnson/Hyster                   Lease - Personal              $0
P.O. Box 60007                   Guarantee
City of Industry, CA 91716

Lollipop Land Company, LLC       Lease - Guarantee             $0
385 Grand Avenue, Suite 200
Oakland, CA 94610

Lota USA                                                Duplicate
1999 Avenue of the Stars
Suite 1050
Los Angeles, CA 90067

Evan Chuck, Esq.                                        Duplicate
Bryan Cave LLP
120 Broadway, Suite 300
Santa Monica, CA 90401

Creative Rock Concepts, Inc.     Construction Fees        Unknown
20358 Laguna Canyon Road
Laguna Beach, CA 92651

Kwikset Corp.                                             Unknown
333 South Grand Avenue
38th Floor
Los Angeles, CA 90071-1543

Xiamen Lota International                                 Unknown
Corporation Ltd.
No. 61 Xingnan Road
Jimei District
Xiamen, 361022 China


APCO LIQUIDATING: Wants Until May 16 to Remove Civil Actions
------------------------------------------------------------
The APCO Liquidating Trust and the APCO Missing Stockholder Trust
ask the U.S. Bankruptcy Court for the District of Delaware to
further extend, until May 16, 2006, the period within which they
can remove civil actions.

The Reorganized Debtors are parties to multiple civil actions
pending in various courts throughout the United States.  The
Debtors decided to analyze each of their civil action in light of
these factors:

   a) the importance of the proceeding to the expeditious
      resolution of the Debtors' chapter 11 cases;

   b) the time it would take to complete the proceeding in its
      current value;

   c) the presence of federal questions in the proceeding that
      increase the likelihood that one or more aspects thereof
      will be heard by a federal court;

   d) the relationship between the proceeding and matters to be
      considered in connection with any proposed plan in the
      chapter 11 cases, the claims allowance process, and the
      assumption or rejection of executory contracts; and

   e) the progress made to date in the proceeding.

The Debtors tell the Court that the extension period will give
them enough time to make fully informed decisions regarding the
removal of each civil action.

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.

As reported in the Troubled Company Reporter on Feb. 10, 2006, the
Bankruptcy Court confirmed the First Amended Liquidating Plan of
Reorganization filed by APCO Liquidating Trust and its debtor-
affiliate, APCO Missing Stockholder Trust.  


ASARCO LLC: Directed by Ct. to Pay Pinal County Treasurer $2 Mil.
-----------------------------------------------------------------
ASARCO LLC owns and operates the Ray Copper Complex in the town
of Kearney, Pinal County.  ASARCO is the major business and major
tax payer in Kearney.

The Unified School District, which serves the town of Kearney is
the Ray Unified School District No. 3.  The School District's
schools are a gathering place and focal point of the Kearney
community.  The Ray Unified School District operates three
schools -- Ray Primary School, Ray Elementary School and Ray High
School.  As of Jan. 9, 2006, there are 147 sibling groups in
the School District who have one or more parents working for
ASARCO.

Matthew A. Rosentein, Esq., in Corpus Christi, Texas, tells the
U.S. Bankruptcy Court for the Southern District of Texas in Corpus
Christi that ASARCO has defaulted and failed to pay its 2004 and
2005 ad valorem personal and real property taxes totaling
$2,040,315 to the treasurer of Pinal County, Dolores J.
Doolittle.

"ASARCO's failure to pay the Taxes has created an immediate and
severe financial crisis and hardship for Pinal County and the Ray
Unified School District No. 3," Mr. Rosentein says.

As a direct result, the Ray School District will suffer negative
cash flow deficiencies from February to June 2006, Mr. Rosentein
notes.  The School District is only entitled by law to receive
48% of the total Taxes or $970,478.  The School District's bank
has suspended its line of credit because ASARCO has not paid its
ad valorem taxes.

In addition, the School District's Improvement Project of 1999
Series A requires a payment of principal totaling $135,000, plus
a $74,721 interest, in immediately available funds on July 1,
2006.  The School District will not be able to make the Required
Bond Payment without ASARCO's payment of the 2005 ad valorem
taxes, Mr. Rosentein states.  ASARCO's tax levy represents
approximately 62% of the Ray Unified School District's total tax
levy.

Accordingly, the Pinal County Treasurer asks the Court to grant
it adequate protection by compelling ASARCO to pay in full the
$2,040,315 as secured 2004 and 2005 ad valorem taxes, no later
than Feb. 15, 2006.

In the alternative, the Pinal County Treasurer asks the Court to
lift the automatic stay to allow her to exercise all of her
rights at law and equity, including the seizure and sale of
personal property and tax liens of ASARCO in Pinal County and the
foreclosure of the right to redeem.

                           *     *     *

Judge Schmidt directs ASARCO LLC to immediately pay the Pinal
County Treasurer:

    (a) $1,020,158 no later than Feb. 15, 2006.  The amount
        represents the October Tax Payment; and

    (b) $1,020,158 no later than March 1, 2006.  The amount
        represents the March Tax Payment.

The Treasurer waives all interest, costs, attorneys' fees and
penalties related to the Tax Payment.

ASARCO reserves all of its rights, to the extent they exist, to
contest the amount of the 2005 ad valorem taxes on any theory.

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: Ct. Allows Property Panel to Deliberate Wingard Claim
-----------------------------------------------------------------
James Wingard is an eligible member of the class action
environmental lawsuit -- Donald Branin, et al. v. ASARCO Inc.,
Case No. C-93-5132(B) FDB -- commenced in 1993 in the United
States District Court for the Western District of Washington
Tacoma Division, according to Viviana S. Cavada, Esq., in Corpus
Christi, Texas.

The claims held by the Branin Class members are for injuries
caused by pollutants discharged from ASARCO's smelter located in
Ruston, Washington.

In 1995, the Branin Class and ASARCO Incorporated entered into a
Court-approved settlement agreement, which established the
"Property Value Assurance Panel and Program" to assure that the
Owner Class members were fully compensated for any decrease in
property values resulting from the presence of arsenic and lead
in the soil of the Tacoma/Ruston Smelter.

Ms. Cavada relates that Mr. Wingard filed a claim under the
Property Value Assurance Program in June 2005.  While Judge
Robert Peterson from the Washington Court was in the midst of
determining the value of Mr. Wingard's claim, ASARCO LLC filed
for bankruptcy.

Mr. Wingard asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to make an affirmative finding
that the automatic stay is of no effect as to:

    a. him and his claims under the Property Value Assurance
       Program; and

    b. the arbitration process and procedures set up to determine
       the value of his claim and his ultimate recovery from the
       Property Value Assurance Funds.

In the alternative, Mr. Wingard asks the Bankruptcy Court to lift
the automatic stay to allow the Property Value Assurance Panel to
continue its deliberations and issue a decision regarding his
claims in that Fund and Program.

                  Branin Classes Support Wingard

The Owners and Renters Classes of the Branin Class Action
acknowledge James Wingard as one of the members of the Owners
Class.

Bruce J. Borrus, Esq., at Riddell Williams PS, in Seattle,
Washington, points out that Section 362(d)(2) of the Bankruptcy
Code provides for automatic stay relief to an act against
property if:

    (a) ASARCO does not have equity in the property; and

    (b) the property is not necessary for an effective
        reorganization.

Mr. Borrus contends that Mr. Wingard qualifies for relief from
the stay, not because of the reasons supporting his request, but
because ASARCO has no equity in the funds in the Branin Escrow
Account.  Thus, the funds in those accounts are not necessary to
an effective reorganization.  Mr. Borrus notes that ASARCO cannot
use the funds for any purpose other than to pay claims of the
Branin Classes or members who filed a timely claim.

                           *     *     *

Judge Schmidt modifies the automatic stay to:

    (a) allow the Property Value Assurance Panel to continue its
        deliberations on the Wingard claim;

    (b) allow the Panel to pay its reasonable costs and fees as
        allowed by the Property Value Assurance Program, and as
        are necessary to complete its deliberations on the Wingard
        claim;

    (c) allow the Panel to issue a decision regarding the value of
        the Wingard claim; and

    (d) permit Mr. Wingard to satisfy his claim, if any, out of
        the funds in the Property Value Account.

Unless expressly modified by another Bankruptcy Court Order, the
automatic stay remains in effect for all other purposes.

The Court clarifies that Mr. Wingard has no claim against ASARCO
LLC and its estate, other than his claim against the Property
Value Account and his claim as a member of the Owners Class.

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: Sells Hardshell Mine to Arizona Minerals for $8.250MM
-----------------------------------------------------------------
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to sell the Hardshell
Mine Property to Arizona Minerals, Inc., for $8.250 million free
and clear of liens, claims encumbrances and interests.

Judge Schmidt authorizes ASARCO to sell the Hardshell Mine
Property to Arizona Minerals, Inc.  All objections to the Sale
Transaction not otherwise withdrawn, waived or settled are
overruled on the merits.

As previously reported in the Troubled Company Reporter on Jan 19,
2006, James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
related that ASARCO LLC owns certain patented and unpatented lode
mining claims -- the Hardshell Mine Property -- located at the
Harshaw Mining District, in Santa Cruz County, Arizona:

The Patented Claims total 135 acres:

       Claim Name                  Patent No.
       ----------                  ----------
       Camden Mine                  1211192
       Camden No. 2                 1211192
       Hardshell No. 1              1211192
       Hardshell No. 15             1211192
       Hermosa                        10278
       Salvador                       10614
       Bluff                          10279
       Alta                            8635

The Unpatented Claims total 486 acres:

       Claim Name                  Serial No.
       ----------                  ---------
       Shell 1-20                  51409-51428
       Shell 44-49                 51452-51457

Before ASARCO's bankruptcy filing, five companies interested in
acquiring silver properties approached ASARCO.  Among the
companies, ASARCO determined that Arizona Minerals, Inc.,
submitted the best offer for the Property.

ASARCO LLC did not receive any competing bids for the Hardshell
Mine Property, and therefore did not conduct an auction.

Pursuant to the Purchase Agreement for the sale of the Hardshell
Mine Property, Arizona Minerals will:

   * pay ASARCO $3,750,000, for the Property, with $250,000 as
     initial payment delivered to the escrow agent, Lawyers Title
     Agency of Arizona; and

   * execute a $4,500,000 promissory note on the Closing Date,
     which will be secured by a lien on the Property as evidenced
     by a deed of trust.

The Purchase Agreement also calls for ASARCO to represent and
warrant that, to the best of its actual knowledge, the Hardshell
Mine Property is in compliance with all laws and regulations
relating to the protection of the environment as existing as of
the date of the Agreement.

Except for the Environmental Warranty, the Property is being sold
"as is" with limited representations and warranties relating to
organization, authority, title, and that no impediments, actions
or other agreements would prohibit the transfer of the Property.

The Environmental Warranty only survives for a period of one year
after the Closing Date.

ASARCO's liability for breach of the Environmental Warranty is
limited to $500,000.  Any claim for that breach must be in
writing and for a violation issued by a federal or state
governmental agency for a violation of federal or state rules or
regulations within the Survival Period for an environmental
condition of the Property that was in existence at the closing.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/HardshellMine_PurchaseAgreement.pdf  

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).


ATA AIRLINES: Gets Court Nod to Decide on ILFC & Castle Leases
--------------------------------------------------------------
ATA Airlines, Inc., and International Lease Finance Corporation
are parties to aircraft lease agreements under which the Debtor
leased 13 Boeing 737-83N aircraft and 26 CFM56-7B-27 engines from
ILFC.

The Aircraft bear Tail Nos.:

     (1) N304TZ
     (2) N305TZ
     (3) N308TZ
     (4) N314TZ
     (5) N315TZ
     (6) N317TZ
     (7) N318TZ
     (8) N319TZ
     (9) N321TZ
    (10) N323TZ
    (11) N331TZ
    (12) N333TZ
    (13) N332TZ

ATA Airlines is also a party to aircraft lease agreements with:

    * Castle 2003-1B LLC, for the lease of a Boeing 737-83N
      aircraft and two CFM56-7B-27 engines bearing Tail No.
      N301TZ; and

    * Castle 2003-2A LLC, for the lease of a Boeing 737-83N
      aircraft and two CFM56-7B-27 engines bearing Tail No.
      N310TZ.

ILFC was the original Lessor under the Castle Leases.  It assigned
all of its rights, obligations and interests to the Castle
Entities pursuant to an Assignment, Assumption and Amendment
Agreement dated November 25, 2003.

The Debtor has fully performed all of its obligations with respect
to the ILFC Leases and the Castle Leases.

                          The Agreement

On January 30, 2006, the Debtor, ILFC and the Castle Entities
reached an agreement with respect the assumption and rejection of
the Leases.  The parties agreed that the Debtor could, on or
before the close of business on February 13, 2006, elect one of
two options:

    Option 1: To assume all of the ILFC Leases and all of the
              Castle Leases and to sub-lease up to three of the
              Leased Aircraft to an agreed-upon airline.

    Option 2: To reject certain Leases, with the rejection being
              effective nunc pro tunc on the Confirmation Date.
              ATA will then redeliver the Rejected Aircraft.  For
              its post-Rejection Effective Date use of each of the
              Rejected Aircraft, ATA will pay rent to ILFC at a
              pro-rata daily rate -- based on the monthly Rent --
              from the first date after the Rejection Effective
              Date on which Rent is due until the date the
              applicable Rejected Aircraft is returned to ILFC.
              The rejection of the Leases may not be asserted as a
              cross-default with respect to any of the Assumed
              Leases and the rejections will not be an event of
              default under any of the Assumed Leases.  ILFC and
              the Castle Entities will reserve all claims they may
              assert against ATA regarding an administrative
              expense claim, if the claims exist, regarding ATA's
              failure to return the Rejected Aircraft in the
              condition required by the applicable Rejected Lease.
              ATA will reserve all claims it may have against ILFC
              or the Castle Entities, including claims related to
              rent subsidies provided for by side letter
              agreements executed in connection with the ILFC
              Leases and the Castle Leases.

The Debtor elected the second option.

                 Assumption and Rejection of Leases

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Debtor has determined that the continued
use of certain of the Leased Aircraft will be beneficial to its
ongoing operations.  Accordingly, the Debtor seeks the U.S.
Bankruptcy Court for the Southern District of Indiana's authority
to assume 12 leases:

     (1) N304TZ Lease
     (2) N305TZ Lease
     (3) N308TZ Lease
     (4) N314TZ Lease
     (5) N315TZ Lease
     (6) N317TZ Lease
     (7) N318TZ Lease
     (8) N319TZ Lease
     (9) N321TZ Lease
    (10) N323TZ Lease
    (11) Castle 1B Lease
    (12) Castle 2A Lease

Because some of the Leased Aircraft will be unnecessary to its
operations and will be an unnecessary burden, the Debtor seeks the
Court's authority to reject three leases:

     (1) N331TZ Lease
     (2) N332TZ Lease
     (3) N333TZ Lease

The Debtor wants the assumption and rejection of the Leases to be
effective as of January 31, 2006.  ATA Airlines intends to retain
possession of, and the right to use, the Rejected Aircraft after
the Rejection Effective Date until the Aircraft are returned.

For its post-Rejection Effective Date use of each of the Rejected
Aircraft, the Debtor will pay rent to ILFC at a pro-rata daily
rate.

                           *     *     *

Judge Basil H. Lorch approves ATA Airlines' request in its
entirety.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: Wants to Assume Amended Qwest Agreement
-----------------------------------------------------
ATA Airlines, Inc., and Qwest Communications Corporation are
parties to a "Qwest Total Advantage Agreement" under which Qwest
provides the Debtor with various telecommunication goods and
services.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the parties have engaged in lengthy
negotiations regarding an amendment to the Agreement that would
allow the Debtor to continue to receive the Services on terms
economically beneficial to both parties.

After arm's-length negotiations, the Debtor and Qwest agreed to
the Amendment.  Since the Amended terms are confidential in
nature, the Debtor seeks to file the terms under seal.

Mr. Nelson assures the U.S. Bankruptcy Court for the Southern
District of Indiana that the Amendment provides significant
benefits to the Debtor by:

    (a) reducing the cost for the Services;

    (b) providing usage credits to be applied against amounts the
        Debtor owes;

    (c) reducing the Debtor's yearly revenue commitment; and

    (d) giving the Debtor the right to terminate the Amended
        Agreement after 12 months without incurring early
        termination fees provided that the Debtor has purchased a
        specified dollar amount of Services.

In consideration for the Debtor's execution of the Amendment and
assumption of the Amended Agreement, Qwest has agreed to waive its
right to seek immediate payment of existing prepetition defaults,
provided that:

    (1) Qwest will be deemed to have a $97,587 allowed unsecured
        claim;

    (2) The Debtor will pay $39,681 to Qwest, together with other
        amounts for services provided postpetition that remain
        past due and unpaid, and billed under account numbers:

           * 62-532562
           * 62-923334
           * 62-077271
           * 70-264819
           * 70-264856
           * 62-532561
           * 61-192196

        The Cure Amount, if unpaid, will be deemed allowed as an
        administrative expense; and

    (3) All Claims existing against Qwest, whether arising under
        the Bankruptcy Code, the Agreement or otherwise, will be
        released and waived.

For these reasons, the Debtor asks the Court to:

    -- approve the Amendment;
    -- authorize it to assume the Amended Agreement; and
    -- allow and waive certain claims between the parties.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AZTAR CORP: Redevelopment Plan Cues Moody's Low-B Rating Review
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Aztar Corporation
on review for possible downgrade to reflect the likelihood that
its $1.2 billion Las Vegas redevelopment plan outlined on the
company's most recent earnings call could negatively impact the
credit profile of the assets supporting the existing rated notes.
This rating action also acknowledges that the redevelopment plans
have not yet been approved by the company's Board of Directors,
and during the earnings call, Aztar publicly stated that it may
not pursue the project at all.

Although only some details were made available and no official
timeline has been set, the company did indicate that any Las Vegas
redevelopment, if pursued, would likely be constructed and
financed on an unrestricted basis.  To the extent Aztar pursues
the Las Vegas redevelopment in this fashion, existing bond holders
would lose the cash flow, asset support and diversification from
the Las Vegas Tropicana, which currently accounts for almost 17%
of total property-level EBITDA.

In addition to any change in the type and amount of assets
supporting existing note-holders, the review for possible
downgrade will consider the amount and type of equity contribution
that will likely be required to support an unrestricted subsidiary
financing, as well as the potential financial impact related to
the construction of a Pennsylvania slot facility should Aztar be a
winning bidder for a license there.  Aztar previously announced
that it is considering a $325 million slot facility in
Pennsylvania. Other primary rating considerations will include
Aztar's historically strong credit statistics, relatively
conservative financial management history and limited regulatory
exposure.

These Aztar ratings were placed on review for possible downgrade:

   * Corporate family rating -- Ba2;

   * $175 million 9% senior subordinated notes due 2011 -- Ba3;
     and

   * $300 million 7 7/8% senior subordinated notes due 2014 --
     Ba3.

Aztar owns and operates the Tropicana Casino and Resort in
Atlantic City, New Jersey, Tropicana Resort and Casino in Las
Vegas, Nevada, Ramada Express Hotel and Casino in Laughlin,
Nevada, Casino Aztar in Caruthersville, Missouri, and Casino Aztar
in Evansville, Indiana.  The company generated about $915 million
of net revenues in fiscal 2005.


BABCOCK & WILCOX: Exits Chapter 11 Bankruptcy Protection
--------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported Feb. 22, 2006,
that The Babcock & Wilcox Company and certain of its subsidiaries
have exited from Chapter 11 bankruptcy and entered into its
previously announced settlement.  Accordingly, B&W's financial
results will be re-consolidated with McDermott's and its
operations managed without Bankruptcy Court supervision.

"This is a transformational event for McDermott and B&W, as well
as for our shareholders, employees, customers and suppliers," said
Bruce W. Wilkinson, Chairman of the Board and Chief Executive
Officer of McDermott.  "Six years to the day since its original
filing, B&W emerges at the commencement of an exciting time in the
power generation industry.  Electricity demand in the United
States is growing, environmental requirements for our customers
require new technologies, coal remains an abundant and cost-
effective domestic fuel source and new power plants are being
planned.  For more than 138 years, B&W has supplied innovative
solutions to the power generation industry to meet the world's
energy needs.  We are looking forward to our future, with the
asbestos portion of B&W's history now behind it."

McDermott also said that B&W has finalized and implemented its
exit-financing package, and has funded its initial payment to the
asbestos-claimants' trust. B&W, Feb. 22, 2006, paid $350 million
and assigned rights to approximately $1.15 billion face-amount of
insurance to the claimants' trust.  Depending on the status of
national asbestos legislation at Nov. 30, 2006, either an
additional $25 million or $605 million in consideration will be
made available to the trust in the time periods required.

B&W's exit-financing package consists of three tranches for a
combined total of $650 million of credit capacity; providing ample
liquidity for letter-of-credit requirements, working capital needs
and the possibility of refinancing the $250 million contingent
note which was issued to the claimants' trust.  In December 2005,
Moody's Investors Services and Standard & Poor's Ratings Services
issued newly assigned credit ratings for B&W of B1 and B+,
respectively.

"With today's announcements, McDermott is well-positioned to move
forward as a worldwide energy services company with our focus on
power generation, marine construction and government operations,"
continued Mr. Wilkinson.  "Finally, I want to thank Judge Brown
and Judge Vance for their patience and efforts during the six-year
process, and all parties who have supported us during this
journey."

               About McDermott International Inc.

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

                About Babcock & Wilcox Company

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.

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

For the year ended Dec. 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended Dec. 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  Beginning in
2005, McDermott spun off the pension plan assets and liabilities
associated with B&W's portion of McDermott Incorporated's pension
plan, creating a B&W-sponsored pension plan.  As a result of the
creation of a B&W-sponsored pension plan, beginning in 2005
expenses associated with this plan are accounted for on B&W's
financials.  In 2004, McDermott recorded approximately $38 million
in pension expense associated with B&W pension on McDermott's
income statement.  At Aug. 24, 2005, B&W had unrestricted cash &
cash equivalents of $352 million.


BAREFOOT RESORT: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Barefoot Resort Yacht Club Villas, LLC
        1813 Hampton Street
        Columbia, South Carolina 29201

Bankruptcy Case No.: 06-00640

Type of Business: The Debtor operates a resort
                  located in North Myrtle Beach,
                  South Carolina.  Drake Development
                  Company USA, owns  Barefoot Resort.  
                  See http://www.drakedevelopment.com/

Chapter 11 Petition Date: February 21, 2006

Court: District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: William McCarthy, Jr., Esq.
                  Daniel J. Reynolds, Jr., Esq.
                  Robinson, Barton, McCarthy,
                  Calloway & Johnson, P.A.
                  P.O. Box 12287
                  1715 Pickens Street
                  Columbia, South Carolina 29201
                  Tel: (803) 256-6400
                  Fax: (803) 779-0267

Total Assets: $69,003,578

Total Debts:  $60,980,655

Debtor's 19 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Sally Stowe Interiors                         $1,258,131
7751 North Kings Highway, Suite C
Myrtle Beach SC 29572

David Klein Real Estate                         $360,225
2200 West Hamilton, Suite 204
Allentown, PA 18104

David Klein Real Estate                         $230,160
2200 West Hamilton, Suite 204
Allentown, PA 18104

REMAX Coastal Properties                         $40,665

Century 21 Thomas                                $40,395

Robert Young PA                                  $22,500

Century 21 Barefoot                              $18,600

Sloan Real Estate                                $17,925

Century 21 Coastal Lifestyles                    $15,555

SW Associates                                    $14,785

Grand Dunes Properties LLC                       $14,625

Vanessa G. Chrisafis                             $14,505

Horry Electric Cooperative                       $12,499

Sandstone Realty                                 $12,465

Jenkins Hancock and Sides                        $10,166

Lewis Babcock Hawkins                             $9,492

Rogers Townsend Thomas                              $952

A Services Group Inc.                               $912

Grand Strand Disposal                               $754


CALPINE CORP: Can Hire Covington as Special Counsel on Final Basis
------------------------------------------------------------------
Calpine Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York, on a final basis to employ Covington &
Burling as their special counsel, nunc pro tunc to the Petition
Date.

Covington is a leading full service international law firm, with
offices in San Francisco, New York and Washington D.C. as well as
London, England, and Brussels, Belgium.

Lisa M. Bodensteiner, Esq., Executive Vice President and General
Counsel of Calpine Corporation, states that Covington has
represented Calpine Corporation and certain of its subsidiaries
since 1997 in a wide spectrum of matters.  Since 1999, Covington
has been Calpine's primary corporate and securities counsel and
has maintained a dedicated core group of attorneys who have
worked closely with the Debtors, each other, and the Debtors'
other attorneys and professionals, to provide coordinated, non-
duplicative legal services for all assigned matters.

Covington has represented or advised Calpine in these litigation
matters:

   (a) Harbert Convertible Arbitrage Master Fund, Ltd. et al. v.
       Calpine Corporation;

   (b) Calpine Corporation v. The Bank of New York and Wilmington
       Trust Company;

   (c) Informal Securities and Exchange Commission Inquiry;

   (d) Steel Los III, LP and Associated Brook, Corp. v. Calpine
       Corporation and Bethpage Energy Center 3 LLC;

   (e) Harbert Distressed Investment Master Fund, Ltd. v. Calpine
       Canada Energy Finance II ULC, et al.; and

   (f) In the Matter of Reliance Insurance Company (In
       Liquidation) v. KIAC Partners.

Ms. Bodensteiner relates that through its work for Calpine,
Covington has derived considerable and intimate knowledge
concerning the Debtors, and is already familiar with the Debtors'
business affairs to the extent necessary for the scope of the
proposed and anticipated services.  The Debtors believe
that Covington's experience and knowledge and its dedication to
the Debtors' interests will be valuable to the Debtors in their
efforts to reorganize.

As special counsel, Covington will:

   -- advise the Debtors and assist the Debtors' bankruptcy
      and reorganization counsel in connection with any
      prepetition corporate finance matters;

   -- advise the Debtors in connection with Federal securities
      law compliance matters, including disclosure advice and
      assistance that are assigned by the Debtors to Covington;

   -- represent the Debtors in several litigation matters that
      have not been concluded as of the Petition Date or stayed
      by Calpine's bankruptcy filing;

   -- advise the Debtors' bankruptcy and reorganization counsel
      with respect to the Debtors' ownership and capital
      structures and prepetition financings in connection with
      structuring the DIP financing as requested by the Debtors;
      and

   -- provide non-bankruptcy advice, in coordination with the
      Debtors' bankruptcy and reorganization counsel and other
      special counsel and -- at the Debtors' request -- with
      respect to legal matters arising in or relating to the
      Debtors' business, including but not limited to employee
      benefits, general energy regulatory, and tax matters, and
      negotiation, documentation and execution of asset
      divestitures, provided that the Debtors' bankruptcy and
      reorganization counsel will be responsible, in consultation
      with the Debtors and their creditors, for selecting any
      assets for divestiture and determining the timing and
      context of their divestiture, and Covington will play no
      role in those decisions.

The Debtors' principal counsel on employee benefits and executive
compensation will be Thelen Reid.  However, from time to time,
the Debtors may consult with Amy Moore, the principal Covington
lawyer who provided employee benefits services.

The Debtors will pay Covington based on the Firm's current hourly
rates:

     Billing Category             Hourly Rate
     ----------------             -----------
     Partners                     $500 to $760
     Of Counsel                   $470 to $580
     Associates                   $270 to $490
     Paraprofessionals            $170 to $215

During the 90-day period ending December 20, 2005, Covington
received $7,940,498 from the Debtors in the ordinary course of
business for professional services performed and expenses
incurred.

The Debtors made payments to Covington aggregating $13,411,232
during the 12 months ending December 20, 2005, on account of fees
and expenses incurred by Covington in its work for the Debtors.

"The source of the Prepetition Payments was the Debtors'
operating cash.  The Prepetition Payments do not constitute
voidable preferential transfers pursuant to Section 547 of the
Bankruptcy Code, as each Prepetition Payment was made in the
ordinary course of business between the Debtors and Covington,"
Ms. Bodensteiner says.

The Debtors also provided Covington with a $500,000 retainer on
December 20, 2005.  Covington applied $175,000 of the retainer to
satisfy the fees and expenses incurred during the period from
December 16 through 20.  Covington will waive any prepetition
time and expenses that have not been recorded as of the Petition
Date.  It will use any surplus from the retainer to satisfy its
postpetition fees and expenses, subject to Court approval, Ms.
Bodensteiner relates.

William R. Collins, Esq., a partner at Covington, assures the
Court that Covington is a "disinterested person" as the term is
defined by Section 101(14) of the Bankruptcy Code.

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


CALPINE CORP: Court Okays Use of Cash Collateral on Final Basis
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 27, 2005, the
Honorable Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York permits Calpine Corporation and its
debtor-affiliates, on an interim basis, to:

   (a) use the Calpine Corp. Cash Collateral to pay ordinary and
       necessary business expenses, chapter 11 administration
       expenses and other expenses approved by the Court;

   (b) use Restricted Cash subject to restrictions under Project
       Loan Documents (notwithstanding the existence of any event
       of default triggered by the bankruptcy filing or the
       Debtors' insolvency); and

   (c) allow the Project Debtors to dividend Unrestricted Cash to
       their parent entities.
                   
                         *     *     *

On a final basis, the Court authorizes the Debtors to:

   1.  use the Calpine Corp. Cash Collateral to:

       * pay the Debtors' ordinary and necessary business
         expenses;

       * pay expenses related to the administration of the
         Debtors' estates and the Chapter 11 cases; and

       * make adequate protection payments of principal and
         interest or other amounts;

   2.  use the Restricted Cash in accordance with any applicable
       Cash Waterfall Provisions;

   3.  distribute Unrestricted Cash to their parent entities that
       are Debtors through a Project Intercompany Loan
       notwithstanding the existence of an event of default or
       cross-default under the Project Loan Documents, or the
       insolvency of, the Project Debtors or any affiliates of
       the Project Debtors or resulting from the failure by any
       Debtor to make any payment during the prepetition period;
       and

   4.  incur indebtedness under a Project Intercompany Loan,
       provided, however, that Calpine Greenleaf, Inc. will also
       be authorized to use Restricted Cash to pay the
       prepetition portion of the invoices for maintenance and
       similar expenses.

Judge Lifland authorizes Calpine Greenleaf, Inc., to use
Restricted Cash to pay the prepetition portion of the invoices
for maintenance and similar expenses, to the extent payment of
the invoices is reasonably necessary for the adequate protection
of the interest of the project lenders for Calpine Greenleaf in
any collateral pledged by the Debtors to secure obligations under
the Greenleaf Project Documents.

                Adequate Protection to Noteholders

Judge Lifland directs the Debtors to provide replacement liens to
the First Lien Holders and Second Lien Holders as adequate
protection (i) to protect the Calpine First Lien Holders'
interest in the Calpine Corp. Collateral during the Chapter 11
cases, including the use of the Calpine Corp. Cash Collateral,
(ii) for any diminution in value of the Calpine Corp. Collateral,
and (iii) for the imposition of the automatic stay pursuant to
Section 362 of the Bankruptcy Code.

Provided that no default or event of default under the DIP
Facility occurs, the Debtors will pay Wilmington Trust Company,
the First Lien Trustee, for the benefit of the Calpine First Lien
Holders, all accrued but unpaid interest on the Calpine First
Lien Indenture at the non-default contract rate on the dates when
due.

The First Lien Trustee reserves all claims with respect to an
order dated December 16, 2005, by the Delaware Supreme Court
directing restoration of $312,000,000 in sale proceeds to a
segregated cash collateral account at Union Bank of California,
N.A.

The Debtors will also pay all reasonable fees and disbursements
of counsel for and the financial advisor to the First Lien
Trustee.  The Debtors will also provide Jefferies & Company,
Inc., the financial advisor to the First Lien Trustee, with the
same indemnity that is provided to Miller Buckfire & Co., the
Debtors' financial advisors and investment bankers.

In addition, the Court permits the Debtors to pay to the
applicable Second Lien Trustee and Term Loan Agent of the Calpine
Second Lien Debt for the ratable benefit of the Calpine Second
Lien Holders, $78 million on March 31, 2006 and $78 million on
June 30, 2006.  The Debtors are not required to make any
additional payments to the Calpine Second Lien Holders in 2006
beyond those payments.  Any payments beyond December 31, 2006,
must be mutually agreed upon by the Debtors, the Official
Committee and the ad hoc committee of the Calpine Second Lien
Holders, subject to the consent of the DIP Lenders and Court
approval.

                       Designated Projects

The DIP Facility will only be utilized directly or indirectly for
purposes that maximize or sustain the overall enterprise value of
Calpine, including, its direct and indirect equity interests.  On
or before March 1, 2006, the Debtors and the Committees, in
consultation with the First Lien Trustee, will agree upon:

   -- a list of those projects and facilities of the Debtors that
      do not meet the criteria; and

   -- a list of those projects and facilities of the Debtors that
      require further analysis to determine if they meet the
      criteria.

Neither Geysers Power Company, LLC, Calpine Construction Finance
Company, L.P., Calpine Generating Company, LLC, Rocky Mountain
Energy Center, LLC, nor their direct or indirect parents or
subsidiaries will be designated as Designated Projects or
Projects under Review.

>From and after the Determination Date, the Debtors will not (i)
provide any funding, including advancing any amounts available
under the DIP Facility, to or for the benefit of the Designated
Projects or (ii) make any payments to or for the benefit of the
Designated Projects under tolling or other intercompany
agreements.

By April 15, 2006, the Debtors and the Committees, in
consultation with the First Lien Trustee, will agree on those
Projects under Review that will be deemed Designated Projects.

If the Debtors and the Committees are unable to reach any of the
agreements within the timeframe set forth, then the Second Lien
Committee may seek Court approval to terminate the adequate
protection arrangements.

>From January 30 through and including April 15, 2006, the Debtors
will not provide any funding, including advancing any amounts
available under the DIP Facility, to or for the benefit of any
projects or facilities -- excluding Geysers Power Company,
Calpine Construction Finance Company, Calpine Generating Company,
Rocky Mountain Energy Center and their parents or subsidiaries --
except amounts required by the entities to discharge obligations
arising in the ordinary course of business.

The Debtors and the Committees will use commercially reasonable
efforts to agree upon and implement risk management policies for
Calpine Energy Services, LP and Calbear Energy L.P.'s activities.

The Second Lien Trustee reserves all claims with respect to the
Delaware Supreme Court order on the restoration of $312,000,000
in sale proceeds to the Control Account.

              Adequate Protection to Project Lenders

The Court permits the Debtors to make adequate protection
payments:

   (i) to protect the Project Lenders' interest in collateral
       pledged by the Project Debtors to secure the applicable
       Project Debtor's obligations under the applicable Project
       Loan Documents, including the use of the Restricted Cash
       and the Unrestricted Cash;

  (ii) for any diminution in value of the Project Lender
       Collateral, including, without limitation, from the use of
       the Restricted Cash in accordance with the applicable Cash
       Waterfall Provisions, the use of the Unrestricted Cash in
       accordance with the terms of the Cash Collateral Order and
       the use of the Project Lender Collateral; and

(iii) for the imposition of the automatic stay.

                   Adequately Protected Debtor

Any Debtor that transfers property to or for the benefit of any
other Debtor having a fair value in excess of the fair value of
the property or benefit received postpetition by the Adequately
Protected Debtor from the Beneficiary Debtor, will have a Junior
Reimbursement Claim and a Junior Reimbursement Lien on all
property of the Beneficiary Debtor's estate.

                  Investigation Termination Date

The Debtors, the Official Committee or other person or entity may
challenge the validity, perfection, priority, enforceability or
amount of, or assert or prosecute any defense, counterclaim or
offset to, any of the First Lien Obligations, the Calpine Second
Lien Debt, the Calpine Corp. Collateral or the Calpine Corp. Cash
Collateral, or assert or prosecute any action for preferences,
fraudulent conveyances, other avoidance power claims or any other
claims or causes of action against the Calpine Corp Lienholders
or any of their agents, advisors or counsel on or before July 30,
2006.

A full-text copy of the Final Cash Collateral Order is available
for free at:

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

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


CALPINE CORP: Geysers & Silverado Can Pledge Assets for DIP Loan
----------------------------------------------------------------
Geysers Power Company, LLC, and Silverado Geothermal Resources,
Inc., sought and obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into the
$2,000,000,000 DIP Credit Agreement as guarantors and pledge
their assets in support of Calpine Corporation and its debtor-
affiliates' repayment obligations under the DIP Credit Agreement.

On an interim basis, the Geysers Debtors will grant superpriority
claims to the DIP Lenders payable from, and having recourse to,
all property of the Geysers Debtors' estates and related
proceeds.

As previously reported, the Court authorized the Debtors to
obtain the DIP Financing from Credit Suisse and Deutsche Bank
Securities Inc., as joint lead arrangers, joint book-runners,
joint syndication agents, and as joint documentation agents, on a
final basis.  Among its central findings, the Court determined
that certain Debtors immediately required proceeds of the DIP
Financing to continue their operations, and that any Debtors that
did not immediately require the proceeds nonetheless would derive
a substantial indirect benefit from the survival of their Debtor
affiliates.

The Court also determined that the DIP Lenders would not have
agreed to provide the DIP Financing unless Geysers Power Company
and Silverado subsequently entered into the DIP Credit Agreement
as guarantors and granted superpriority interests in their
assets.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in
New York, the Geysers Debtors must pledge their assets or an
event of default will be triggered under the DIP Credit
Agreement.  Mr. Cantor explains that in the event of default, the
DIP Lenders will be entitled to accelerate the DIP Financing,
which would have a catastrophic effect on the Debtors and
foreclose the possibility of a successful restructuring.

Geysers Power Company and Silverado are project companies with
no employees of their own.  Mr. Cantor notes that the Geysers
Debtors depend on Calpine for the continued provision of critical
administrative and operations and maintenance services, including
critical steam resource management and augmentation services.  
Calpine generally provides the services to GPC and Silverado on a
cost reimbursable basis at rates that are favorable relative to
non-Debtor providers, given Calpine's ability to perform the
maintenance services in-house and its access to less expensive
spare parts.

The Geysers Debtors also depend on Calpine to provide
information, administrative and other support systems quickly and
cost-effectively.  GPC and Silverado use Calpine's systems to
support some of their most critical operations, including legal,
accounting and treasury, and wide-area computer networks.

If the DIP Lenders accelerate the DIP Financing, freezing Calpine
Energy Services, L.P., and Calpine's access to capital, Mr.
Cantor says CES and Calpine likely could not continue to perform
under their contracts with the Geysers Debtors, disrupting the
Geysers Debtors' operations in the short term and threatening the
Geysers Debtors' survival over the long term.

As a commodities business, Mr. Cantor relates, GPC is highly
vulnerable to price and demand volatility.  That volatility
requires GPC to maintain maximum liquidity at all times.  GPC's
ability to compete in the energy markets depends critically on
maintaining the confidence of vendors, customers and creditors,
each of whom expect GPC to have access to sufficient liquidity
via the DIP Financing.

Mr. Cantor also points out that the DIP Financing has provided
and will continue to provide GPC with substantial direct benefits
including, most notably, the elimination of approximately
$100,000,000 in cash rent expense over the next two years.

The Honorable Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York will convene a hearing to consider
final approval of the Geysers Debtors' request today, Thursday,
February 23, 2006, at 10:00 a.m., if objections are received.

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


CANADIAN IMPERIAL: Fitch Affirms Individual Rating at B
-------------------------------------------------------
Fitch Ratings affirmed its ratings on Canadian Imperial Bank of
Commerce at 'AA-/F1+' and maintained a Stable Rating Outlook.

CIBC had a rather eventful year in 2005, with the settlement of
Enron-related litigation in 3Q05 offsetting the year's earnings
and reducing capital levels materially.  Management has
restructured and reorganized its core businesses, positioning to
achieve significant expense savings primarily in fiscal 2006.  In
4Q05, CIBC's capital levels evidenced a partial rebound, not to
prior levels but in line with management's targeted projections as
indicated last August.  Asset quality remains quite manageable and
CIBC's domestic franchise, in both consumer and corporate, remains
solid.

Ratings Affirmed, Outlook Stable:

  Canadian Imperial Bank of Commerce:

     -- Senior debt at 'AA-'
     -- Subordinated debt at 'A+'
     -- Short-term debt at 'F1+'
     -- Individual rating at 'B'
     -- Support rating at '1'

  Canadian Imperial Holdings, Inc.:

     -- Short-term debt at 'F1+'


CASE NEW: S&P Puts BB- Rating on Proposed $350 Million Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
$350 million in proposed senior notes to be issued by agricultural
and construction equipment maker Case New Holland Inc.  The notes,
due in 2014, are to be issued in accordance with SEC Rule 144A
with registration rights.  Case New Holland, a wholly owned
subsidiary of CNH Global N.V. (BB-/Stable/--), will use the
proceeds to pay down debt maturing in 2006.
     
The notes will be guaranteed by CNH and certain direct and
indirect subsidiaries, including those of Case New Holland.  
Italy-based automaker Fiat SpA (BB-/Stable/B) is CNH's parent
company.
     
Standard & Poor's also affirmed its 'BB-' corporate credit rating
on CNH Global.  Case New Holland and CNH's total consolidated debt
stood at about $6.3 billion on Dec. 31, 2005.  The outlook is
stable.
     
Publicly traded CNH, with executive headquarters in
Lake Forest, Illinois, has a satisfactory business position as the
world's second-largest agricultural equipment maker and as a major
manufacturer of construction equipment.  It also has an aggressive
but improving financial profile.
     
Because of their close ties, CNH and Fiat have the same ratings
and outlook, thus CNH's ratings are hindered by the fortunes of
the challenged automaker.
      
"CNH's outlook is stable, the same as Fiat's," said Standard &
Poor's credit analyst Daniel R. DiSenso.  "The parent company
should benefit from its cost-cutting actions and from the
introduction of new auto models, which should stem the decline of
the automotive unit.  In addition, CNH's earnings and cash flows
are expected to continue strengthening over the next two years
because of reasonably favorable business conditions and the
benefits of the company's cost-reduction programs."
     
Fiat views CNH as a core business and continues to provide strong
liquidity support to the subsidiary in the way of intercompany
loans and bank loan guarantees.  Fiat also has an approximate 90%
equity ownership stake in CNH, which takes into account the
conversion of preferred stock held by the parent.
     
From November 1999, when CNH was formed by a merger between Case
Corp. and New Holland N.V., through 2004, the company achieved
about $1 billion in cost reductions from a massive rationalization
and integration program.  Additional cost-reduction benefits were
achieved in 2005, and CNH is on target to obtain $500 million of
savings for the 2005-2007 period in the areas of:

   * product design,
   * manufacturing efficiencies,
   * purchasing, and
   * logistics.
     
The company's markets started rebounding in the second half of
2003 and gained momentum in 2004, although growth slowed in 2005.
Its net income, excluding restructuring charges, was $223 million
for 2005, up 16% from 2004.  Year-over-year agricultural equipment
sales, excluding currency variations, were down 4% because of a
dramatic volume decline in Latin America and softness in Western
Europe that more than offset the modest growth in North America.
However, the softer agricultural equipment markets were more than
offset by continued robust demand for construction equipment,
which saw year-over-year sales growth of 10%, excluding currency
variations.


CITGO PETROLEUM: Says It Will Cooperate in Oil Program Probe
------------------------------------------------------------
The Associated Press reports that Citgo Petroleum Corporation
pledges cooperation with the U.S. House Energy chairman's request
for documents relating to Venezuela's program that provides
heating oil to poor Americans.

Felix M. Rodriguez, Citgo's president and chief executive officer,
assured in a letter to the committee chairman, Representative Joe
Barton, of the company's compliance, AP relates.  Mr. Rodriguez
said he thinks the requested documents can be delivered within 30
days.

According to reports, U.S. lawmakers are concerned that the oil
deals are "part of an unfriendly government's increasingly
belligerent and hostile foreign policy" toward the United States.

Diplomatic relations between Venezuela and the United States have
been strained lately.  Some of President Hugo Chavez's critics
have charged that the oil program is an attempt to embarrass
President George Bush, the AP relates.

Rep. Miller told the AP that the committee was eager to resolve
the oil records inquiry "before President Chavez starts hiding
Citgo's records under his obnoxious, 'don't-mess-with-me-girl'
policy toward the United States."

Former Rep. Joe Kennedy, defended the program, saying Reps. Barton
and Whitfield should acknowledge Venezuela's efforts to help needy
Americans rather than question the political motives of President
Chavez, the AP relates.  Mr. Kennedy heads Boston-based Citizens
Energy Corp., a nonprofit energy agency helping to deliver the
discounted oil in several states.

Citgo has delivered discounted heating oil in Massachusetts, New
York, Maine, Rhode Island, Vermont, Connecticut, Delaware and the
Philadelphia area.

CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela.  PDVSA is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical and coal
industry, as well as planning, coordinating, supervising and
controlling the operational activities of its divisions, both in
Venezuela and abroad.

                        *    *    *

As reported on Feb. 16, 2006, Standard and Poor's Ratings Services
assigned a 'BB' rating on CITGO Petroleum Corp.

The ratings on CITGO Petroleum Corp. reflect a satisfactory
business risk profile and an aggressive financial risk profile,
limited by the ratings of the company's parent, Petroleos de
Venezuela S.A. aka PDVSA.

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

The company's throughput places it among the largest refiners in
the US.  CITGO gains substantial competitive advantage from its
ability to process large volumes of heavy, sour crude oils, which
trade at sharp discounts to better-quality crude oil, into high-
margin products, and large average unit sizes that translate into
economies of scale.

The refiner's profitability, S&P says, is limited by the
concentration of its operations in the highly competitive Gulf
Coast market, which usually has the lowest margins in the US
Geographic concentration also exposes the company to the risk of
regional disruption, as demonstrated by recent hurricanes.  The
credit effect of interrupted operations at the Lake Charles
refinery was offset somewhat by strong refining margins realized
at CITGO's other facilities.

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


COLLINS & AIKMAN: Committee's Deal With JP Morgan Gets Court's Nod  
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the agreement further extending the deadline for the
Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates to file an adversary
proceeding or contested matter challenging stipulations and
admissions contained in the Final DIP Order, to March 23, 2006.

As reported in the Troubled Company Reporter on Feb. 15, 2006, the
Committee and JP Morgan Chase Bank, NA, in its capacity as Agent
for the DIP Lenders and Prepetition Agent for the Prepetition
Secured Lenders, agreed to further extend the deadline to March
23, 2006, solely with respect to:

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

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

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit       
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  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: Objects to 118 Duplicate Claims
-------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates found 118
claims that are exact duplicates of other claims.  Ray C. Schrock,
Esq., at Kirkland & Ellis LLP, in New York, explains that the
Duplicate Claims were filed against the same Debtors for the same
dollar amount on account of the same obligation.  Thus, it appears
that the claimant inadvertently filed the same proof of claim more
than once or the clerk may have inadvertently docketed both the
originals and copies as separate claims, Mr. Schrock notes.

To adjust the claims database to reflect the correct liabilities
to the claimants, the Debtors ask the U.S. Bankruptcy Court for
the Eastern District of Michigan to disallow the Duplicate Claims.  

The largest Duplicate Claims are:

   Claimant                       Claim No.     Claim Amount
   --------                       ---------     ------------
   AB Emblem                         1195           $270,456
   Alicare Inc.                      2665            244,607
   Complete Prototype Services       1491            230,946
   Dept. of Toxic Substances         6752         17,074,068
   Frances H. Clayton                 305            647,856
   Harold R. Sunday                   349          1,000,000
   Hp Pelzer Automotive Systems      4450            325,815
   Hp Pelzer Automotive Systems      4410            325,815
   JR Automation Technologies        2957          1,350,000
   Linda Keatts                       415            600,000  
   Martin Stamm                      4551            500,000
   Martin Stamm                      6946            500,000
   Oakland County Treasurer          1356            373,064
   Plymouth Tube Co.                 1003            222,836
   Riverside Claims LLC              2380            257,376
   Ronald C. Spry                     413            655,000
   Tarrant County                    6988          3,240,932
   Unique Fabric Inc.                1326          1,063,959
   Unique Fabric Inc.                1281          1,063,959

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: Landlord Demands Payment of $230,744 Tax Bill
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates are tenants
under a lease agreement with Fabric (DE) GP, dated as of June 27,
2002, which covers certain real property  in:

    -- Manchester, Michigan,
    -- Albemarle, North Carolina,
    -- Farmville, North Carolina,
    -- Old Fort, North Carolina,
    -- Holmesville, Ohio, and
    -- Springfield, Tennessee.

Collins & Aikman Corporation guaranteed the Debtors' obligations
under the Lease.

Timothy A. Fusco, Esq., at Miller, Canfield, Paddock & Stone,
P.L.C., in Detroit, Michigan, relates that, as set forth in the
Lease, the Debtors are required to pay all taxes in the property
prior to the assessment of interest or penalties.  However, Mr.
Fusco reports that the Debtors have failed to timely pay real
estate tax obligations to various taxing authorities that became
due since the Petition Date.  Due to the delinquency, penalties
and interest have accrued.

Mr. Fusco explains that Fabric does not receive the tax bills.  
The bills are sent directly to the Debtors.  Thus, Fabric does
not know whether the Debtors have timely paid the required taxes,
and generally learns of any delinquency after penalties and
interest begin to accrue.

Fabric believes that $230,744 in postpetition taxes, excluding
interest and penalties, is outstanding under the Lease:

   Bldg. ID    City, State        Due Date     Total
   --------    -----------        --------     -----
    MI0181     Manchester, MI     02/14/06   $57,144
    NC0141     Farmville, NC      01/05/06    36,410
    NC0141     Farmville, NC      01/05/06     1,552
    NC0141     Farmville, NC      01/05/06       972
    NC0151     Old Fort, NC       01/05/06     7,222
    NC0161     Albemarle, NC      01/05/06    79,440
    TN0131     Springfield, TN    12/31/05    12,928
    TN0131     Springfield, TN    02/28/06    35,075

Mr. Fusco asserts that the Debtors' failure to pay the taxes
constitutes an Event of Default under the Lease.

Fabric asks the U.S. Bankruptcy Court for the Eastern District of
Michigan to direct the Debtors immediately to pay all accrued and
unpaid taxes due postpetition under the Lease, to continue to make
timely payments pending assumption or rejection of the Lease, and
to provide Fabric with written evidence that the payments have
been made.

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)


CREATIVE VISTAS: Secures $8.25 Million Refinancing
--------------------------------------------------
Creative Vistas, Inc., (OTCBB:CVAS) raised an aggregate of
$8.25 Million in a 3 year Term Note from Laurus Master Fund, Ltd.,
a New York-based institutional investment fund that specializes in
providing financing to small and micro-capitalization companies.  
The majority of the proceeds will be used to redeem the
$7.5 Million Secured Convertible Term Note originally entered to
in 2004.  The new note is not convertible and carries a principal
postponement for one year.

CEO Sayan Navaratnam of Creative Vistas, Inc. said, "This Non-
Convertible Term Note financing combined with the redemption of
our original Convertible Note has significantly reduced equity
dilution.  We are pleased to have completed this important
strategic step with Laurus Master Fund and look forward to
continuing to execute our growth plan."

Creative Vistas, Inc. is a leading provider of advanced security
and surveillance products and solutions.  It also provisions the
deployment and servicing of broadband technologies to the
commercial and residential market.  It primarily operates through
its wholly-owned subsidiaries AC Technical Systems Ltd and Iview
Digital Video Solutions Inc, to provide integrated electronic
security and surveillance systems and technologies.  It provides
its systems to various high profile clients including: Government,
School Boards, Retail Outlets, Banks, and Hospitals. The Company
operates through its subsidiary Cancable Inc. to provision the
deployment of broadband technologies to the commercial and
residential market.  The Company has offices in Ontario, Canada.

At Sept. 30, 2005, Creative Vistas, Inc.'s balance sheet showed
$7,145,365 in total assets and $10,474,300 in total debts,
resulting in a $3,328,935 stockholders' deficit.


CYBERCARE INC: AmerisourceBergen Wants Tardy Claims Deemed Timely
-----------------------------------------------------------------
AmerisourceBergen Drug Corporation, by and through its counsel,
Joshua E. Burnett, Esq., at Garnder, Wilkes and Shaheen, asks the
U.S. Bankruptcy Court for the Middle District of Florida to extend
the time for it to file its proof of claim beyond the Dec. 27,
2005, claims bar date in CyberCare, Inc. and its debtor-
affiliate's chapter 11 case.  

AmerisourceBergen filed its proofs of claim on Feb. 2, 2006, and
asks the Court to deem those proofs of claim as timely filed.  
AmerisourceBergen is the Debtors' third largest unsecured
creditor.  

        Reasons for Delay in Filing Proofs of Claim

AmerisourceBergen explains that it employs Jenny L. Taylor as an
administrative assistant.  Ms. Taylor is responsible for advising
the company's counsel about bankruptcy filings and claim filing
deadlines.  Ms. Taylor mistakenly informed AmerisourceBergen's
counsel that no bar date was yet set in the Debtors' case when in
fact a bar date had actually been set.  In reviewing the Debtors'
cases, Ms. Taylor discovered that the Debtors had filed a request
on Nov. 8, 2005, to set a claims bar date.  She discovered that
the Court entered an order on Nov. 18, 2005, denying the Debtors'
request.

Unknown to Ms. Taylor, the Court entered another order on Nov. 22,
2005, declaring Dec. 27, 2005, as the claims bar date in the
Debtors' case.  Consistent with the mistaken belief, Ms. Taylor
informed AmerisourceBergen's counsel that no bar date had yet
existed.

Afterwards, Ms. Taylor took a Christmas vacation and did not
return to work until Jan. 26, 2006, and only then discovered the
mistake she made.  Ms. Taylor immediately informed
AmerisourceBergen's counsel about her mistake and counsel
contacted the Debtors on the same day, informing them of the
missed filing of the claim.  AmerisourceBergen's counsel requested
the Debtors for a modification of the bar date, but the Debtors
refused AmerisourceBergen's request.

AmerisourceBergen argues that the delay is the result of excusable
neglect and stresses these equitable considerations:

   1) there is no indication that AmerisourceBergen acted in bad
      faith for the late filing of its claims past the bar date
      because it was caused by an error in interpreting the
      Court's order denying the Debtors' bar date request;

   2) there is no danger of prejudice to the Debtors because they
      have yet to file a single claims objection in their chapter
      11 cases and no plan of reorganization has been proposed by
      them or other parties-in-interest.

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


DECORATIVE SURFACES: Selling Columbus Facility to Campus Partners
-----------------------------------------------------------------
Decorative Surfaces International, Inc., will sell its Columbus
facility to Campus Partners for Community Urban Redevelopment
after Campus topped LG Venture Ohio, Inc.'s offer at an auction.  

The Columbus facility, which formerly housed Decorative's
commercial wall covering and laminates business, is the Debtor's
most significant remaining asset.  

Campus offered to buy the Columbus facility for $385,000, topping
LG Venture's $300,000 bid.  Campus had previously tendered an
offer for the Columbus facility but terminated this offer in
May 2005.

As reported in the Troubled Company Reporter on Feb. 10, 2006, the
Debtor asked the U.S. Bankruptcy Court for the District of
Delaware for permission to sell the Columbus facility to LG
Venture, free of any financial or environmental contingencies, and
subject to higher and better offers.  

The State of Ohio's Director of Environmental Protection opposed
the proposed sale to LG Venture saying the Debtor should not be
allowed to pass its property to an unknown entity and then not
earmark the proceeds of the sale for environmental compliance
rather than payment of the Debtor's creditors.  

The state agency asserts $1,043,358 of administrative claims for
the removal hazardous substances at the Columbus facility after
the Debtor failed to conduct closure and corrective actions to
ensure proper disposal of wastes and site security.

                    New Campus Offer

Pursuant to a letter of intent signed on Feb. 17, 2006, Campus
proposes to pay $385,000 in immediately available funds for the
Columbus facility.  

Campus will make a $25,000 non-refundable deposit that the Debtor
will use to obtain liability insurance and install permanent
fencing for the facility, in compliance with Ohio environmental
law.  In addition, Campus agrees to pay for the costs of the
required fencing for up to $10,000 over the $25,000 deposit.

The Bankruptcy Court gives Campus until Aug. 16, 2006, to conduct
its due diligence on the property and obtain the necessary
approval for any required remediation of the property from the
Ohio Environmental Protection Agency.

The proceeds of the sale will be paid to the Creditor's Trust in
partial satisfaction of its residual claim.

Decorative Surfaces International, Inc., manufactures wall
coverings, decorative design components for floor tiled and other
laminates. The Company filed for chapter 11 protection on
March 19, 2002 (Bankr. D. Del Case No. 02-10841).  Laura Davis
Jones, Esq., James I. Stang, Esq., Bruce Grohsgal, Esq., and
Robert M. Saunders, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., represent the Debtor.  When the Company
filed for protection from its creditors, it listed estimated
assets of $10 million to $50 million and estimated debts of $50
million to $100 million.


DPL INC: Reports $52.9 Million of Net Income for 4th Quarter 2005
-----------------------------------------------------------------
DPL Inc. (NYSE:DPL) delivered its financial results for the fourth
quarter ended December 31, 2005, to the Securities and Exchange
Commission on Feb. 15, 2006.

The company reported $52.9 million of net income for the three
months ended Dec. 31, 2005, compared to $27.5 million of net
income for the same period of 2004.

Revenues increased 7% to $1.3 billion for 2005 compared to $1.2
billion for 2004.  This increase primarily reflects improved
retail sales volume as a result of an increase in cooling degree
days in 2005 as compared to 2004, higher average wholesale rates,
and ancillary revenues associated with participation in PJM, a
regional transmission organization.  These increases were
partially offset by lower wholesale sales volume.  The Company did
not participate in PJM until October 2004.

Operation and maintenance expense decreased $18.1 million or 8% in
2005 compared to 2004.  The primary reasons for lower operation
and maintenance expense were lower director and officer liability
insurance, legal fees, executive compensation expense and
Sarbanes-Oxley compliance and professional fees.

Investment income increased by $42.5 million in 2005 compared to
2004 primarily resulting from a net gain of $23.5 million on the
sale of public securities and $18.5 million in interest income due
to higher cash and short-term investment balances.

Interest expense decreased $22.5 million or 14% compared to last
year due to debt reduction of approximately $450 million, and a
full year impact of the $500 million debt retirement completed in
2004 (partially financed with a $175 million note).

In 2005, the Company also recorded a charge of $61.2 million for
the early redemption of debt.

                           Stock Buyback

DPL initiated its $400 million stock buyback program in 2005, with
the repurchase of 406,000 common shares at an average price of
$26.07 per share.

                      Liquidity and Cash Flow

DPL's cash and cash equivalents totaled $595.8 million and short-
term investments available for sale totaled $125.8 million at
December 31, 2005, compared to $202.1 million in cash and cash
equivalents at December 31, 2004.  The increase in cash and short-
term investments of $519.5 million was primarily attributed to net
proceeds from the sale of the private equity funds and an increase
in cash from operating activities of $181.4 million.

Construction additions were $180 million and $98 million in 2005
and 2004 respectively.  The increase in construction additions in
2005 was primarily related to capital projects associated with the
Company's sulfur dioxide environmental compliance program.

Headquartered in Dayton, Ohio, DPL Inc. -- http://www.dplinc.com/
-- is a diversified regional energy and utility company operating
through its subsidiaries:

   * The Dayton Power and Light Company;
   * DPL Energy, LLC; and
   * MVE, Inc.

As reported in the Troubled Company Reporter on July 25, 2005,
Moody's Investors Service upgraded DPL Inc.'s senior unsecured
debt to Ba1 from Ba2, and upgraded The Dayton Power and Light
Company's:

   * senior secured debt to Baa1 from Baa2;
   
   * senior unsecured debt and Issuer Rating to Baa2 from Baa3;
   
   * preferred stock to Ba1 from Ba2; and
   
   * short term rating for commercial paper to Prime-2
     from Prime-3.


DYNTEK INC: Secures New Debt Financing to Increase Working Capital
------------------------------------------------------------------
DynTek, Inc. disclosed a recapitalization plan that is expected to
bring the company more favorable debt terms and up to $7 million
in net working capital.

The Company has signed a term sheet with B. Riley & Co., Inc. and
Lloyd I. Miller, III for the prospective purchase of:

    * Senior Secured Notes in the aggregate principal amount of
      approximately $6.7 million and

    * Junior Secured Convertible Notes in the aggregate principal
      amount of $3 million.

Proceeds from the debt financing would be used to pay the
outstanding principal and accrued interest under the Secured
Convertible Term Note held by Laurus Master Fund, Ltd., in an
aggregate amount of approximately $6.7 million and for general
working capital.

The new debt financing is contingent upon secured and certain
unsecured creditors of approximately $10.7 million agreeing to a
negotiated settlement.  The secured debt holders, which include
former shareholders of Integration Technologies, Inc. (including
the Company's current chief executive officer, Casper Zublin, Jr.)
and B. Riley & Co., Inc. and Mr. Miller have agreed to exchange
100% of their outstanding debt for equity under the terms of the
transaction.

In addition, the Company has engaged Network 1 Financial
Securities Inc. to act as placement agent for private placements
of common stock solely to accredited investors in an aggregate
amount of up to $4.5 million.

The conversion price for the Junior Secured Convertible Notes and
outstanding debt that is to be exchanged for equity under
negotiated settlements would be equal to the price paid for the
Company's common stock in the proposed private placements.

Definitive terms of the restructured debt have not been determined
and are subject to ongoing negotiations.  The Company has not
entered into any binding agreements regarding its proposed
recapitalization plan and there can be no assurance that the
Company will consummate its proposed recapitalization plan on
favorable terms, or at all.

DynTek, Inc. -- http://www.dyntek.com/-- provides professional  
technology services to mid-market customers, such as state and
local governments, educational institutions and commercial
entities in the largest IT markets nationwide.  The company offers
technology practices in IT security, advanced network
infrastructure, voice over internet protocol, and access
infrastructure.  DynTek's multi-disciplinary approach allows our
clients to turn to a single source for their most critical
technology requirements.

                           *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Marcum & Kliegman LLP expressed substantial doubt about DynTek,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005, 2004 and 2003.  The auditing firm points to the Company's
recurring losses and significant working capital deficiency at
June 30, 2005.


EDS CORP: Board of Directors Authorize $1 Billion Share Repurchase
------------------------------------------------------------------
EDS Corp. (NYSE: EDS) reported that its Board of Directors has
authorized the company to repurchase up to $1 billion of its
outstanding common stock over the next 18 months in open market
purchases or privately negotiated transactions.

"The share repurchase authorization reflects our confidence in our
business direction and our ability to produce strong levels of
cash flow over time," said EDS Chairman and CEO Mike Jordan.  
"EDS' strong balance sheet provides the financial flexibility to
invest in our growth initiatives while at the same time returning
value to our shareholders."

The share repurchases will be financed by currently available
cash.  EDS ended 2005 with approximately $3 billion in available
cash and approximately $850 million in available bank lines of
credit.

EDS Corp. -- http://www.eds.com/-- is a global technology  
services company delivering business solutions to its clients.  
EDS founded the information technology outsourcing industry more
than 40 years ago.  EDS delivers a broad portfolio of information
technology and business process outsourcing services to clients in
the manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                       *     *     *

EDS Corp.'s $2.5 billion senior unsecured debt carries Standard &
Poor's BB rating.


EAGLEPICHER HOLDINGS: Amends Terms of Newmont Mining Lease
----------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor affiliates amended the
terms of their Lease of Mining Rights agreement with Newmont USA
Limited, dba Newmont Mining Corporation, on Jan. 27, 2006.

The Lease of Mining Rights agreement, signed by EaglePicher
Filtration & Minerals, Inc., and Newmont, allows the Debtors to
use nine parcels of real property totaling 3,718.67 acres in
Pershing County, Nevada.   The Debtors extract diatomite from the
Pershing property to produce filtration aids for removing solids
and impurities from food, pharmaceuticals, lubrication oils and
swimming pools as well as mineral additives for enhancing the
performance of plastics and coatings.

The lease specifies a term of one year, but EPFM has the option to
renew the lese for up to 49 additional years.  EPFM has renewed
its lease on the property since 1966.  

The Debtors ask the U.S. Bankruptcy Court for permission to
assume the Lease of Mining Rights agreement and approve the
amended terms so EPFM can renew the lease for another year,
commencing Dec. 1, 2005.

The salient terms of the amended Lease of Mining Rights are:

     -- the Debtor will pay $315,761 to Newmont to cure
        postpetition royalty amounts due under the lease;

     -- postpetition royalty payments under the lease will be
        treated as adequate protection payments under 11 U.S.C.
        Sec. 363 to protect Newmont's interests;

     -- the Debtor's consent to deliver to Newmont, by Feb. 25,
        2006, cash collateral, a bond, or irrevocable letter of
        credit in an amount equal to $351,444 to cover the costs
        of reclaiming the leased premises in accordance with a
        reclamation plan from the U.S. Bureau of Land Management;
        and

     -- minimum annual royalty payments under the lease are equal  
        to the greater of one-fourth the amount of production
        royalties under the lease for the preceding year or
        $40,000.

A copy of the eight-page lease amendment is available for a fee at

    http://www.researcharchives.com/bin/download?id=060222021921

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  Miller
Buckfire & Co., LLC, was retained by the Debtors and the Official
Committee of Unsecured Creditors for additional financial advice.  
Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP
provides the Creditors' Committee with legal advice.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EAGLEPICHER HOLDINGS: Cuts GE Railcar's $231,065 Claim to $129,000
------------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Southern District of Ohio to approve
a settlement agreement with General Electric Railcar Services
Corporation.

On August 11, 2005, GE Railcar sought payment of $231,065 on
account of a postpetition claim that accrued between Debtors'
bankruptcy petition date, April 11, 2005, and June 10, 2005.

The Debtors and GE Railcar reached a settlement agreement
resolving GE Railcar's request.  Under the proposed settlement,
the Debtors will pay GE Railcar $129,000.  

Patrick J. Kukla, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, contends that GE Railcar's claim and the Debtors'
defenses, the complexity of the issues and the risks inherent in
litigation, the fees and expenses, which the Debtor would
necessarily incur in further contesting the request through a
hearing, and the delay and inconvenience which would be involved
with it even if the Debtor were to prevail, point to the
conclusion that the settlement is in the best interest of the
Debtors' estates.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  Miller
Buckfire & Co., LLC, was retained by the Debtors and the Official
Committee of Unsecured Creditors for additional financial advice.  
Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP
provides the Creditors' Committee with legal advice.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EAGLEPICHER HOLDINGS: Hires Deloitte & Touche as Auditors
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Southern Division, authorized EaglePicher Holdings, Inc., and its
debtor-affiliates to retain Deloitte & Touche LLP as independent
auditors for EaglePicher Incorporated, nunc pro tunc to April 11,
2005.

Deloitte & Touche will perform an audit of EPI's consolidated
financial statements in accordance with auditing standards
generally accepted in the United States of America.  The objective
of the audit is to express an opinion on the fairness of the
presentation of the Debtor's consolidated financial statements for
the year ending Nov. 30, 2005.

Subject to the approval of the Bankruptcy Court, Deloitte & Touche
intends to charge $200 per hour for its auditing services.  The
auditing firm expects to expend approximately 5,000 to 6,000 hours
in conducting the audit of EPI's consolidated financial statements
as of an for the year ending Nov. 30, 2005.

The Debtor assures the Bankruptcy Court that Deloitte & Touche
does not hold or represent any interest adverse to the bankruptcy
estates and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 11, 2005, the
Bankruptcy Court authorized the Debtors to obtain professional tax
services from Deloitte & Touche relating to transfer pricing
regulations of the United States and Germany as they relate to
certain intercompany transactions between EaglePicher Incorporated
and Wolverine GmbH, a German affiliate of EaglePicher
Incorporated.  The Bankruptcy Court had also previously authorized
the Debtors to employ Deloitte & Touche LLP as their bankruptcy
and reorganization services provider.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  Miller
Buckfire & Co., LLC, was retained by the Debtors and the Official
Committee of Unsecured Creditors for additional financial advice.  
Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP
provides the Creditors' Committee with legal advice.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EMERGE CAPITAL: Names Fred Zeidman as Chairman of the Board
-----------------------------------------------------------
Emerge Capital Corp. (OTCBB:EMGC) disclosed details concerning
Fred Zeidman serving as Chairman of The Board of Emerge Capital
Corp.  Mr. Zeidman is internationally known as a turnaround expert
and business developer.  Mr. Zeidman's experience includes acting
as Chairman and CEO of Seitel, Inc. (OTCBB:SELA), which he
recently led through a successful $300 million reorganization,
with all creditors being paid one hundred cents on the dollar.
Since his appointment in 2002, the Seitel market capitalization
has grown from $4 million to approximately $365 million today.
Additionally, Mr. Zeidman was appointed as co-trustee of the
AremisSoft Liquidating Trust, which has recovered approximately
$240 million in what has been described as one of the largest
recoveries ever achieved in a stock fraud case.  Mr. Zeidman also
contributes a significant amount of his time serving as Chairman
of the United States Holocaust Memorial Council in Washington,
D.C., as well as devoting time to numerous other philanthropic
endeavors.

Mr. Zeidman's business development efforts include building
Unibar Energy Services into the largest domestic drilling fluids
company in the USA.  The company was sold to Anchor Drilling
Fluids.  Mr. Zeidman took over the reigns of Interpak Terminals as
Chairman and CEO in 1993 and built it into one of the largest
resin packaging and storage companies in the USA.  It was sold in
1997 to Katoen Natie.

Mr. Zeidman commented on his role as Chairman of Emerge Capital
Corp.: "I view Emerge as an opportunity to use my skills and
experience in a unique and interesting plan to help emerging and
re-emerging public companies restructure, and hopefully, prosper.
We provide our services largely for equity in the public companies
that we contract with, and view our business as having the
opportunity to produce returns far greater in equity growth than
solely cash compensation.  Our mission is to build the reputation
of Emerge Capital as being one of the most knowledgeable,
effective and aligned turnaround and business development experts
in the market."

Emerge Capital Corp. provides Business Restructuring, Turnaround
Management, and Advisory Services for emerging and re-emerging
public and private companies through its wholly owned operating
subsidiary, Corporate Strategies, Inc.  CSI helps micro-cap public
companies accelerate growth, provides working capital strategies,
funding alternatives and in select cases, makes direct investments
in our client companies.  CSI markets its turnaround services to
hedge funds, institutional investors, and banks that have
significant exposure in troubled micro-cap public companies.
Typically, these companies are in operational or financial
difficulty, may be in default of lending or equity agreements, and
may be facing bankruptcy or liquidation if their operations are
not turned around. CSI is compensated with cash payments on a
monthly or quarterly basis, and the most significant part of our
compensation is in outright grants of equity in the form of common
stock, and/or warrants for purchasing common stock.  The company
believes this compensation plan provides us with an opportunity to
achieve venture capital like returns on our equity participation,
and aligns our interests with the client company and its
shareholders because our ultimate compensation is determined by
successfully increasing shareholder value.  This performance based
arrangement clearly demonstrates that our interests are consistent
with the goals of the company's clients, their shareholders, and
the shareholders of Emerge Capital Corp.

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


FRUIT OF THE LOOM: Creditor Trust Ready to Make Final Distribution
------------------------------------------------------------------
The Unsecured Creditors' Trust, successor-in-interest to Fruit of
the Loom, Inc., and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
make final distributions to holders of Class 4A Unsecured Claims.

The Trust was created under the Debtors' Third Amended Joint Plan
of Reorganization.  The Trust took charge of completing the claims
analysis and objection process for Class 4A Unsecured Claims and
calculating and implementing distributions of trust assets to
holders of those claims.  There were 3,450 claims in Class 4A as
of the Plan's Effective Date.  The Trust had $2 million on that
date for distribution and was given until April 30, 2006, to
complete its work.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, reminds the Court that the Trust has made three interim
distributions to date.  The first interim distribution for 3.9297%
was made on October 30, 2002.  The second interim distribution for
4.5446% was made on July 30, 2003.  The third interim distribution
for 2.1000% was made on March 30, 2005.  

The Trust wants to make a final distribution in the amount of
0.9182% of the amount of each allowed claim, for a total
distribution of 11.4925% to holders of Class 4A claims.   

The Trust wants to establish a $100,000 reserve account for the
payment of fees and expenses related to the dissolution of the
Trust, including the preparation of final report and accounts.  
Any amounts remaining in the Reserve Account after dissolution
will be contributed to a charitable organization pursuant to the
Trust.     

The Trust also wants to dissolve after completing the final
distribution.  The Trust asks the Court to discharge Clingman &
Hanger Management Associates, LLC, the Trust Administrator, the
Unsecured Creditors Trust Advisory Committee and their members,
employees, agents, representatives and professionals after the
Trust dissolution.  

Headquartered in Chicago, Illinois, Fruit of the Loom, Inc., is a
leading international, vertically integrated basic apparel
company, emphasizing branded products for consumers ranging from
infants to senior citizens.  The Company and its debtor-affiliates
filed for chapter 11 protection on Dec. 29, 1999 (Bankr. D. Del.
Case No. 99-04497).  Aaron A. Garber, Esq., at Pepper Hamilton LLP
and Donald J. Detweiler, Esq., at Saul Ewing LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed $2,283,700,000 in total assets and
$2,495,200,000 in total debts.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on April 19, 2002,
under which Berkshire Hathaway purchased substantially all of the
company's assets and Berkshire's money is distributed to the
Debtors' creditors.  The Plan took effect on April 30, 2002.


FUTURE MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Future Media Productions, Inc.
        24811 Avenue Rockefeller
        Valencia, California 91355
        Tel: (661) 294-5575
        Fax: (661) 294-5583

Bankruptcy Case No.: 06-10170

Type of Business: The Debtor provides CD and DVD replication and
                  packaging services on the West Coast.  See
                  http://www.fmpi.com/

Chapter 11 Petition Date: February 14, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David Neale, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Debtor's latest financial condition:

      Total Assets: $12,370,783

      Total Debts:  $30,650,669

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
U.S. Phillips Corporation          $5,244,859
Intellectual Property
Department (B. Freeman)
580 White Plain Road

Technicolor                        $2,927,434
Department 7658
Los Angeles, CA 90088-7658

Bayer Polymers LLC                 $2,462,084
100 Bayer Road, Building 16
Pittsburgh, PA 15205

Discovision Associates             $1,254,717
P.O. Box 19616
Irvine, CA 92713

Select Temporary Services            $655,042

Concept One Staffing                 $439,346

Sericol, Inc.                        $141,544

Bethel Plastics, Inc.                $141,500

Case, Knowlson, Jordon & Wright LLP   $77,596

CH Robinson Worldwide, Inc.           $76,074

DIC International (USA), Inc.         $72,240

Infiniti Media, Inc.                  $69,524

Ponica Industries Group               $69,466

Guardsmark                            $68,683

Avion Tool Manufacturing              $65,367

Flexplay Technologies                 $63,200

East-West Staffing, LLC               $56,046

Matchcraft, Inc.                      $54,856

Aeroteck, Inc.                        $52,486

Latham & Watkins, LLP                 $52,466


GMAC: Moody's Says "Stand-Alone" Profile Weakens to Mid-Ba Rating
-----------------------------------------------------------------
Moody's said in its opinion that GMAC's "stand-alone" credit
profile has weakened to a mid-Ba rating equivalent, a change in
its view from the low-Baa level first announced in October 2005.
Moody's view reflects increased risks related to GMAC's business
connections with GM, as well as increased challenges to its
liquidity profile and profitability levels.

GMAC's Ba1 public rating, on review with direction uncertain,
remains unchanged, pending the outcome of GM's efforts to sell a
controlling stake in the company.  Absent a sale, Moody's believes
GMAC's public debt rating would be no higher than that suggested
by its stand-alone credit profile.  If a sale is consummated,
GMAC's stand-alone credit profile would be the starting point for
Moody's ratings analysis.

Moody's noted that prior to October 2005, GMAC's ratings had been
maintained at a single notch above the ratings of GM through
several rating changes.  A mid-Ba public rating for GMAC would
reflect a widening of the notching differential between the GM and
GMAC ratings.  In evaluating GMAC's stand-alone profile, Moody's
focuses on GMAC's core financing operations and considers GMAC's
mortgage operations from the perspective of an equity investment.  
Therefore, Moody's view of GMAC's stand-alone profile does not
change its current view of Residential Capital Corporation's
public ratings or stand-alone credit profile.

Moody's had said in October 2005 that GMAC's stand-alone credit
profile at that time would warrant a low-Baa rating, based upon
GMAC's strengths in the areas of risk management and liquidity
management, balanced by limiting factors including the firm's
business concentrations with GM and weaker than peer profitability
metrics.  GM's rating at that time was Ba2, under review for
possible downgrade, but has since been downgraded to B2, with a
negative outlook, reflecting mounting operating challenges.  
Moody's believes GM's difficulties heighten risks to GMAC's
liquidity, asset quality, and profitability.

In Moody's view, GMAC's challenges regarding its financial
flexibility and liquidity in its core financing operations are
likely to intensify over the next several months.  Although a
majority of the firm's auto loans and mortgages can be readily
financed with securitizations, certain other assets --
traditionally funded with unsecured debt -- are less likely to be
successfully financed through alternative means.

As a consequence, Moody's does not believe GMAC can maintain its
current business composition under existing circumstances. Several
concurrent actions undertaken by GM and GMAC may help to address
GMAC's liquidity challenges, including a potential sale of a
controlling stake in the firm in an effort to restore its access
to the unsecured debt markets, and the further development of
alternative sources of funding such as the firm's whole loan sale
agreements with Bank of America and Bank of Nova Scotia, as well
as new securitization platforms.  In addition, a slower pace of
new asset origination has eased the need to find incremental
funding sources.  However, maturities of unsecured debt over the
next several quarters will likely require use of the firm's cash
balances, which would weaken its financial flexibility and
liquidity position.

The profitability of GMAC's auto financing business is also under
pressure, as higher borrowing costs pressure the company's net
interest margins.  In Moody's view, profitability within GMAC's
auto financing operations has been somewhat weaker, though
historically more stable, than peers.

Further asset shrinkage and net interest margin compression,
together with challenges associated with adjusting operating costs
to lower scale, would further impact profitability measures in the
company's auto financing business.  Moody's also believes that
GMAC's reduced margins leave it with more limited cushion to
absorb any significant weakening of its asset quality.  Although
asset quality is currently stable, it is sensitive to the value of
used GM cars in auctions for repossessed and off-lease vehicles.  
Further aggressive incentives or loss of share by GM could signal
lower demand for GM vehicles and potentially undermine recently
positive trending used car values.

GMAC, a wholly owned subsidiary of General Motors Corporation,
provides retail and wholesale financing in support of GM's
automotive operations and is one of the world's largest non-bank
financial institutions.


GREEN MOUNTAIN: Earns $11 Million in Year Ended Dec. 31, 2005
-------------------------------------------------------------
Green Mountain Power Corporation (NYSE: GMP) reported its 2005
annual consolidated financial reports.

Green Mountain earned $11,180,000 of net income on $217,562,000 of
revenues for the year ended Dec. 31, 2005.

Increases in operating revenues in 2005 were offset by increases
in power supply expenses, other operating expenses, maintenance
expenses, depreciation and amortization, and transmission
expenses, causing earnings from continuing operations to be
essentially unchanged compared with 2004.

Retail operating revenues for 2005 increased by $9.6 million
compared with the same period in 2004, reflecting the 2005 effects
of a 1.9% retail rate increase, warmer summer weather, an increase
in the number of Company customers, and increased sales of utility
services to other utilities and large industrial and commercial
customers.

These increases were partially offset by recognition in 2004 of
$3 million in revenue deferred under our 2003 Rate Plan.  Under
the Company's 2003 Rate Plan, approved by the Public Service Board
in December 2003, rates remained unchanged in 2004 and the Company
put into effect retail rate increases of 1.9% (generating
approximately $4 million in added annual revenues) in January 2005
and 0.9% (generating approximately $2 million in added annual
revenues) in January 2006, upon the submission of supporting cost
of service schedules.

The last of these rate increases was implemented effective Jan. 1,
2006.  The 2003 Rate Plan also allowed the Company to carry unused
deferred revenue totaling approximately $3 million to 2004 and to
recognize this revenue to help to achieve its allowed rate of
return during 2004.

Total retail megawatt hour sales of electricity increased by 1.9%
in 2005, compared with the same period in 2004.  Sales to
residential and small commercial and industrial customers
increased by 3.0% and 2.7%, respectively, while sales to large
commercial and industrial customers increased by 0.3% in 2005.  

Revenues from the sale of utility services to other utilities and
large industrial and commercial customers increased by
approximately $4.3 million in 2005, compared with the prior year.
Wholesale revenues in 2005 also increased by $5.6 million compared
with 2004, reflecting substantially higher wholesale energy prices
in 2005.

Other operating expenses increased by $5.5 million in 2005,
reflecting an increase of $4.3 million in utility services
expense.  The Company's utility services business is designed to
recover some of its administrative and staffing costs from other
parties, ultimately reducing costs to customers and improving
financial results between rate cases.

Power supply expenses increased $6.0 million in 2005 compared with
2004 due to increased costs of market purchases to serve marginal
load, increased purchases of power under the contract with Hydro-
Quebec, an increase in the cost of power under the power supply
contract with Morgan Stanley, and increased costs of transmission
line losses and congestion charges allocated within the New
England power pool by ISO New England, the regional system
operator.

Congestion charges represent the cost of delivering energy to
customers and reflect energy prices, customer demand, and the
availability of transmission and generation resources.  

The Company paid an average market price of approximately $95 per
megawatt hour for system purchases during hours when customer
demand exceeded supply during 2005, compared to $57 per megawatt
hour in the same period last year, inclusive of the effects of
congestion and line losses.

Increased hydro production and deliveries under long-term power
supply contracts with Hydro-Quebec and Vermont Yankee had a
significant dampening effect on the increase in power supply
expenses the Company experienced in 2005.

"The average cost of our power supply resources is substantially
below current market prices," said Mr. Dutton.  "We are pleased
that our customers have continued to enjoy significant benefits
under our long-term power supply contracts.  Unfortunately, as
these arrangements expire, they must be replaced with higher
priced energy resources.  We will feel that effect when our
contract with Morgan Stanley expires at the end of 2006."

                          Rate Increase

The Company expects to file a retail rate case requesting a rate
increase estimated at between 10% and 15% in 2006, effective for
Jan. 1, 2007.

Maintenance expenses, depreciation and amortization, and
transmission expenses also increased during 2005 compared with
2004.  Maintenance expenses increased by $1.5 million, reflecting
an increase in transmission and distribution line maintenance and
maintenance of our gas turbines.

Depreciation and amortization were $1.1 million higher than in the
previous year, reflecting increased plant investments and a
$539,000 increase in amortization of regulatory assets.

Transmission expenses increased by $797,000 during 2005, compared
with the prior year, as a result of an increase in charges
allocated for system support in New England by ISO New England,
increased retail sales of energy and an increase in investments by
Vermont Electric Power Company, the entity that owns and operates
most of the transmission grid in Vermont.  The Company owns
approximately 30% of VELCO.

Earnings on discontinued operations for 2005 and 2004 consisted
primarily of changes in operating reserves or tax valuation
allowances that are considered non-recurring.

In other developments, the Company's most recent customer service
survey indicated an overall satisfaction rate of 94% with contacts
with the Company.

"There is nothing more fundamental to achieving success than
providing superior customer service," Mary Powell, Chief Operating
Officer said.  "We made efforts to improve service in a variety of
ways this year, including increasing expenditures on line
maintenance to shorten outages for customers when severe storms
strike, increasing funding for our power partners program to help
low-income customers, and expanded deployment of new automated
meter reading equipment to reduce estimated readings.  We look
forward to further improvements in the coming year."

Headquartered in Colchester, Vermont, Green Mountain Power
Corporation (NYSE: GMP) -- http://www.gmpvt.com/-- is a public  
utility operating company that transmits, distributes and sells
electricity and utility construction services in the State of
Vermont.  Green Mountain serves approximately 90,000 customers.

                            *   *   *

Green Mountain Power Corporation's Preferred Stock carry Moody's
Investors Service's Ba1 rating.  Moody's assigned this rating on
Aug. 29, 2002.


HEDSTROM CORP: Has Until July 14 to Object to Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until July 14, 2006, the period for Hedstrom Corporation
and its debtor-affiliates to file objections to proofs of claim.

The Debtors tell the Court that they are in the process of
liquidating their remaining unencumbered assets for distribution
to creditors.  Specifically, the Debtors continue to litigate
approximately 35 avoidance actions which seek to recover
$4 million in payments made shortly before their chapter 11
filing.

The amount of priority claims asserted against all of the Debtors
is close to $14 million.  While the Debtors have begun to object
to these priority claims, based on the value of the Debtors'
claims and unencumbered assets, there will not be funds sufficient
to make a distribution to creditors holding unsecured claims in
the Debtors' cases.

The Debtors believe that it is inappropriate for them to incur
administrative expenses in litigating objections to proofs of
claim until an estimated distribution to unsecured creditors is
better known.  The extension, according to the Debtors, will not
prejudice any of the Debtors' creditors.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-     
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HOLLYWOOD CASINO: Asks Court for Final Decree Closing Three Cases
-----------------------------------------------------------------
Hollywood Casino Shreveport and its debtor-affiliates ask the
Honorable Stephen V. Callaway of the U.S. Bankruptcy Court for the
Western District of Louisiana in Shreveport to issue a final
decree closing these Chapter 11 cases:

      Debtor                          Case No.
      ------                          --------
      HCS I, Inc.                     04-13937
      HCS II, Inc.                    04-13938
      HWCC-Louisiana, Inc.            04-13939

R. Patrick Vance, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, tells the
Court that the three Debtors' bankruptcy cases have been fully
administered.  The three debtor entities have been dissolved under
Louisiana Law pursuant to Section 6.8 of the Debtors' confirmed
Plan.

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling.  Its creditors led by Black Diamond Capital Management
filed an involuntary chapter 11 protection on September 10, 2004
(Bankr. W.D. La. Case No. 04-13259).  Robert W. Raley, Esq., in
Bossier City, La., and Timothy W. Wilhite, Esq. at Downer, Hammond
& Wilhite, LLC, represent the petitioners that filed the
involuntary petition against the Debtor.  The Company
owed $34,958,113 to the petitioners.  On July 7, 2005, the
Honorable Stephen V. Callaway confirmed the Joint Plan of
Reorganization of the Debtors and the Official Bondholders'
Committee.


INTEGRATED ELECTRICAL: Court Okays Joint Administration of Cases
----------------------------------------------------------------
Rule 1015(b) of the Federal Rules of Bankruptcy Procedure
provides, in relevant part, that "[i]f two or more petitions are
pending in the same court by or against a debtor and an
affiliate, the court may order joint administration of the
estates."

Integrated Electrical Services, Inc., and its debtor-affiliates
filed 133 voluntary petitions under Chapter 11 of the Bankruptcy
Code.

Sanford R. Edlein, IES' chief restructuring officer, notes that
the procedural burdens that might be placed on the Debtors and
other creditors having to file multiple pleadings in each of the
133 Cases necessitates their joint administration.  Furthermore,
Mr. Edlein says, administration under the name of the parent
company should help avoid confusion among the creditors and
interest holders.

Thus, the Debtors ask The U.S. Bankruptcy Court for the Northern
District of Texas to jointly administer -- for procedural purposes
only -- their chapter 11 cases under In re Integrated Electrical
Systems, Inc., et al., Case No. 06-30602-BJH-11 (Jointly
Administered).

According to Mr. Edlein, the joint administration of the 133
Cases, including the combining of notices to creditors of the
estates, as well as calling and hearing all matters at the same
time, will promote economic, efficient, and convenient
administration of the estates.

Supervision of the administrative aspects of the Debtors' cases
by the Office of the United States Trustee will also be
simplified, Mr. Edlein adds.

The Debtors clarify that they are not seeking substantive
consolidation of their estates.
                    
                      *     *     *

The Court grants the Debtors' motion.  The Debtors' cases are
jointly administered in accordance with Bankruptcy Rule 1015(b)
under the case styled In re Integrated Electrical Services, Inc.,
Case No. 06-30602-BJH-11.

The Bankruptcy Clerk will maintain one file for the Cases, except
that all schedules and statements will be filed in the dockets of
each separate case.

The Bankruptcy Clerk will also maintain separate claim registers
for each separate case.

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is  
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.  As
of Dec. 31, 2005, Integrated Electrical reported assets totaling
$400,827,000 and debts totaling $385,540,000. (Integrated
Electrical Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Section 341(a) Meeting Set for March 14
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of
Integrated Electrical Services, Inc., and its debtor-affiliates'
creditors at 2:00 p.m., on March 14, 2006, in Room 976, at 1100
Commerce Street, in Dallas, Texas 75242.  This is the first
meeting of creditors required under U.S.C. Sec 341(a) in all
bankruptcy cases.

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

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is  
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.  As
of Dec. 31, 2005, Integrated Electrical reported assets totaling
$400,827,000 and debts totaling $385,540,000. (Integrated
Electrical Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: U.S. Trustee Picks 3-Member Creditors Panel
------------------------------------------------------------------
Pursuant to Section 1102(a) of the Bankruptcy Code, William T.
Neary, the United States Trustee for Region 6, appoints three
creditors to the Official Committee of Unsecured Creditors in
Integrated Electrical Services, Inc., and its debtor-affiliates'
chapter 11 cases:

      1. Tontine Capital Partners, L.P.
         55 Railroad Avenue, 3rd Floor
         Greenwich, CT 06830
         Tel: (203) 769-2015
         Fax: (203) 769-2010
         Attn: Joe Lash

      2. Southpoint Capital Advisors, L.P.
         623 Fifth Avenue, 25th Floor
         New York, NY 10022
         Tel: (212) 692-6350
         Fax: (212) 692-6355
         Attn: Rob Butts

      3. Fidelity Management & Research Co.
         82 Devonshire Street E31C
         Boston, MA 02109-3614
         Tel: (617) 392-8129
         Fax: (617) 476-5174
         Attn: Nate Van Duzer

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is  
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.  As
of Dec. 31, 2005, Integrated Electrical reported assets totaling
$400,827,000 and debts totaling $385,540,000. (Integrated
Electrical Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc. 215/945-7000)


J.A. JONES: Trustee Wants Until April 24 to Object to Claims
------------------------------------------------------------
Carroll Services, LLC, the Liquidation Trustee appointed in
J.A. Jones, Inc.'s Chapter 11 cases, asks the U.S. Bankruptcy
Court for the Western District of North Carolina for more time to
file claims objections.  

The Liquidation Trustee intends to file objections to Other
Administrative Expense Claims and all other claims except Class 6
Claims and Class 10 Claims, as appropriate.  

The Liquidation Trustee believes that although it has nearly
completed objecting to the Other Administrative Expense Claims, it
will still need additional time to review and determine the
validity of the few remaining Other Administrative Expense Claims.

The Liquidation Trustee asks the Court to extend the claim
objection deadline to April 24, 2006.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones and certain
of its debtor-subsidiaries.  The Plan took effect on Sept. 28,
2004.


JAKE'S GRANITE: Files Plan of Reorganization in Arizona
-------------------------------------------------------
Jake's Granite Supplies, L.L.C., filed its Plan of Reorganization
with the U.S. Bankruptcy Court for the District of Arizona on
February 7, 2006.

Daniel E. Garrison, Esq., at Gallagher & Kennedy, P.A., in
Phoenix, Arizona, tells the Court that the Debtor has sufficient
cash from the sale of substantially all of its assets to Cemex
Building Materials, L.P., to fully pay all allowed claims.

Mr. Garrison said there's approximately $4,645,000 remaining in
the estate -- net of all remaining cure payments, all claims of
unsecured creditors, and anticipated administrative costs -- plus
the $500,000 Cemex holdback.

Holders of claims entitled to priority pursuant to
Section 507(a)(3), (4), (5) or (6) of the Bankruptcy Code will be
paid in cash on the effective date.  If the Debtor elects to pay
those claims over time, the Debtor will pay interest at 7%
annually.  

Holders of secured claims will either be paid in cash or will
receive the collateral securing their claims.  In the event a
secured creditor's collateral is insufficient to fully satisfy a
claim, the deficiency will be treated as an unsecured claim.

Holders of unsecured claims will be paid in cash on the effective
date.  If those claims are paid over time, they will accrue
interest at 7% annually.  

Holders of equity interests will retain their stake in the
Company.

A full-text copy of the Plan of Reorganization is available for
free at:

  http://www.ResearchArchives.com/bin/download?id=060222022212

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
Joseph E. Cotterman, Esq., Gallagher & Kennedy, P.A., represent
the Debtor in their restructuring efforts.  Brian N. Spector,
Esq., at Jennings Strouss & Salmon, PLC, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets of $16,473,500 and
debts of $6,141,198.


LL INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: LL International Shoe Company, Inc.
        dba Dada Footwear
        dba LL International Shoe Inc
        929 East 2nd Street, Suite 205
        Los Angeles, California 90012
        Tel: (213) 625-7373
        Fax: (213) 625-7073

Bankruptcy Case No.: 06-10561

Type of Business: The Debtor produces urban footwear and apparel.

Chapter 11 Petition Date: February 22, 2006

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Anne E. Wells, Esq.
                  Levene, Neale, Bender, Rankin & Brill LLP
                  10250 Constellation Boulevard Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Dean Shoes Company, Ltd.               $2,464,120
12400 Wilshire Boulevard, #900
Los Angeles, CA 90025

Yue Yuen Marketing Co. Ltd.            $1,406,000
Pou Chen Crop
Blocr Qian Shan Chui Jing Dist
Zhuhai Sez, Guangdong, China

Chris Webber                             $750,000
2150 River Plaza Drive, #450
Sacramento, CA 95833

Sacramento Kings                         $277,000

Bureau of Customs & Border Protection    $203,385

Dada Supreme Royalties                   $200,000

Pat Devaney                              $200,000

Niro, Scavone, Naller & Niro             $106,569

Catherine Simmons-Gill                   $100,782

Straight From the Shoulders Music        $100,000

Internal Revenue Service                  $93,407

Greer Burns & Crain Ltd.                  $89,181

Asia Top Global Ltd.                      $78,948

Sibylle Smith                             $68,000

Akin, Gump, Strauss, Hauer & Feld         $56,420

Allied Interstate Insurance               $50,317

Loews Cineplex Ent.                       $50,000

Commercial Law Corp.                      $48,000

Bassco Promotion Goods                    $42,192

Newport Air Express                       $40,655


LOVESAC CORP: Wants to Auction & Walk Away From 21 Leases
---------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates ask the
Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware for authority to:

   (a) assume and assign some unexpired nonresidential real
       property leases, free and clear of liens, claims and
       encumbrances;

   (b) enter into lease termination agreements;

   (c) reject some unexpired nonresidential real property leases,
       effective Feb. 28, 2006; and

   (d) establish a deadline for assertion of claims resulting from
       the rejection of those leases.

                              Auction

The Debtors have 21 leases to assume, assume and assign, or
reject.  These leases will be sold through an auction.  Those
leases that will be sold will be assumed and assigned to the
highest bidder.  In the event that any leases get no bids, the
Debtors will reject those leases.  The Debtors ask the Court that
any lease rejections be effective as of Feb. 28, 2006.

As reported in the Troubled Company Reporter on Feb. 9, 2006, Keen
Realty, LLC, is actively marketing the 21 retail leases.  Keen
will be auctioning the leases on Feb. 24, 2006.

If a landlord is the successful bidder on the auction, the Debtors
ask the Court to allow them to enter into a Lease Termination
Agreement with the landlord without the need for further Court
Order.

                             Bar Date

If rejection of any lease gives rise to a claim for damages, the
Debtors ask the Court that the affected landlord be required to
file a proof of claim for those damages no later than 30 days
after entry of Court Order.

A list of the 21 leases is available for free at:

             http://ResearchArchives.com/t/s?5ba

Judge Walrath will consider the Debtors' request at 12:00 p.m. on
Feb. 27, 2006.

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


MALLARD CABLEVISION: Entry of Final Decree Extended Until June 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware delayed
until June 30, 2006, the entry of final decree closing Mallard
Cablevision, LLC and its debtor-affiliates' chapter 11 cases.

Howard S. Cohen, the Liquidating Trustee, has been winding up the
Debtors' estates, making distributions to creditors, and complying
with his obligations under the Plan.  This process is not
complete.

The Liquidating Trustee needs more time to continue reviewing
claims and resolving objections.  Approximately 205 filed claims
remain for disposition by the Liquidating Trustee.  The extension
will also give him sufficient time to bring the remaining
avoidance actions to a resolution either by settlement, mediation
or trial.

Mallard Cablevision, LLC provides cable television services to
non-metropolitan markets in 11 states. The Company filed for
chapter 11 protection on May 9, 2003 (Bankr. Del. Case No.
03-11391).  Michael David Debaecke, Esq., at Blank Rome LLP
represents the Debtors.  When the Company filed for protection
from its creditors, it listed $68,961,787 in total assets and
$102,035,458 in total debts.  In two separate transactions in
late-2003, the Debtors sold substantially all of their assets to
ComSouth Corporation and LB Cable LLC, for $26.6 million.  The
Court confirmed the Debtors' First Amended Joint Chapter 11 Plan
of Liquidation on Feb. 13, 2004, and the Plan took effect on
Feb. 24, 2004.  The Plan created a Liquidating Trust to distribute
the sale proceeds to creditors and prosecute avoidance actions.  
Howard S. Cohen serves as the Liquidating Trustee.  Mr. Cohen is
represented by Jennifer L. Scoliard, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers LLP.


MCLEODUSA INC: Court Found Former CEO Guilty of Illegal Trading
---------------------------------------------------------------
Justice Richard Lowe III of the Supreme Court of the State of New
York found former chief executive officer of McLeodUSA, Inc.,
Clark E. McLeod, guilty of illegal stock trading.

Justice Lowe held that Mr. McLeod is guilty of:

   -- making "material misstatement or omission," in violation
      of General Business Law Article 23-A, by failing to
      disclose his receipt of "hot IPO" stock allocations to
      McLeodUSA's shareholders and potential investors;

   -- making a "material misstatement or omission," in violation
      of General Business Law Article 23-A, by failing to
      disclose his receipt of "hot IPO" stock allocations to
      McLeodUSA's board of directors;

   -- participating in a "fraudulent illegal scheme," in
      violation of General Business Law Article 23-A, by
      receiving "hot IPO" stock allocations from Salomon Smith
      Barney and by profiting from their sale; and

   -- committing "repeated and persistent fraudulent activity"
      against McLeodUSA in violation of Executive Law Section
      63(12).

McLeod is the last remaining defendant in the civil fraud action
commenced by the State of New York and Eliot Spitzer, Attorney
General of the State of New York, against the top executives of
four large telecommunications companies.

The former defendants in the action were Bernard J. Ebbers,
former CEO of WorldCom, Inc.; Stephen A. Garofalo, former
chairman of Metromedia Fiber Networks, Inc.; and Philip F.
Anschutz, former chairman of Qwest Communications International,
Inc., and Joseph P. Nacchio, former CEO of Qwest.

                          Stock Spinning

The complaint alleged that, between approximately 1997 and 2001,
Mr. McLeod and the other executives received vast, illicit
compensation for participating in a "stock spinning" scheme to
the detriment of their companies and to the investing public.  
The scheme was operated by certain investment bankers and
financial analysts employed by Salomon, which was not a party to
the suit.

The complaint said Salomon's goal was to ensure that the telecom
executives would cause their companies to continue to retain the
firm, and to continue to pay it considerable investment banking
fees.  Salomon purportedly had certain of its employees identify
privately held companies for which it was preparing potentially
lucrative "initial public offerings" of their stock, and then
caused those employees to divert large quantities of those
companies' stock into "private wealth management" accounts that
the firm maintained for the executives.

Afterwards, in their official roles as financial research
analysts, the Salomon employees touted the companies' stock to
drive up the price of the stock prior to the launching of the
companies' IPOs.  As a result, the executives were able to sell
the inflated stock quickly at a huge personal profit.

The complaint alleged that the Salomon analysts knew that the
stock of these companies was not likely to be profitable, and
that the price of that stock would decrease dramatically at some
point after their IPOs had been consummated.  The complaint also
pointed out that the executives, including Mr. McLeod, were aware
of this too, but nonetheless ensured that their companies
continued to retain and pay Salomon so that they, themselves,
would continue to reap millions of dollars in personal profit
from short-swing sales of the inflated IPO stock.

Mr. McLeod sold some 2.2 million shares of his personal McLeodUSA
stock and eventually realized a profit of $9.9 million.

                    McLeod's Dismissal Motion

Mr. McLeod sought dismissal of the complaint.  Mr. McLeod argued
he did not have any duty to disclose his purchases of "hot IPO"
stock through Salomon.

The Court, however, held that Mr. McLeod's fiduciary obligations
as the controlling shareholder, board president, and CEO of
McLeodUSA did include the duty to disclose his "hot IPO" stock
allocations and trades.

The Court, nonetheless, rejected the claims against Mr. McLeod
for (a) unjust enrichment and (b) perpetrating "deceptive acts
and practices" against McLeodUSA.

Justice Lowe agreed with Mr. McLeod that his non-disclosure of
his IPO purchases did not deprive McLeodUSA or its shareholders
of any property or money, or deprive any member of the public of
a "possessory interest" in that stock.  Justice Lowe said the
Attorney General failed to prove a necessary component of his
unjust enrichment claim.

Justice Lowe said a hearing is necessary to determine the amount
of restitution Mr. McLeod must pay.

                    McLeod Will Pursue Appeal

Harold K. Gordon, a partner at Jones Day in New York, Mr.
McLeod's counsel, said Judge Lowe erred in his decision and that
Mr. McLeod would probably appeal.

"There is no evidence that there was any connection between Mr.
McLeod's receipt of these I.P.O. shares and Salomon Smith Barney
acting as the company's investment banker," Mr. Gordon told The
New York Times.

A full-text copy of the State Court order is available at no
charge at http://ResearchArchives.com/t/s?5bc

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications   
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.
Judge Squires confirmed the Debtors' Joint Prepackaged Plan of
Reorganization on Dec. 16, 2005, and that plan took effect on
Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
Jan. 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed that case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 10 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Joe Ceryanec Promoted as Chief Financial Officer
---------------------------------------------------------------
The Board of Directors of McLeodUSA Incorporated approved two
promotions of existing McLeodUSA executives.  Group Vice President
Joe Ceryanec, previously Acting Chief Financial Officer,
Controller and Treasurer, has been promoted to be the Company's
permanent Chief Financial Officer, and he continues as Group Vice
President.  Bob Reich, previously assistant Controller and
Treasurer, assumes the responsibilities of Controller and
Treasurer, and continues as a Vice President of the Company.

Royce J. Holland, Chief Executive Officer of McLeodUSA, commended
Joe and Bob, saying "Both have been instrumental in shepherding
McLeodUSA successfully through its recent financial restructuring.  
Joe and Bob have substantial tenure with the Company and will be
instrumental leaders as we move forward with a substantially
strengthened balance sheet, significantly reduced liabilities and
strong liquidity.  The McLeodUSA Board, the Leadership Team and I
congratulate them on these well-earned promotions."

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications   
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.
Judge Squires confirmed the Debtors' Joint Prepackaged Plan of
Reorganization on Dec. 16, 2005, and that plan took effect on
Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
Jan. 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed that case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 10 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEGO FINANCIAL: Chapter 7 Trustee Revises Real Property Sale Deal
-----------------------------------------------------------------
C. Alan Bentley, the Trustee appointed in Mego Financial Corp.'s
Chapter 7 cases, filed with the U.S. Bankruptcy Court for the
District of Nevada, a second amendment to the sale of parcels of
real estate in Pahrump, Nevada.

The Chapter 7 Trustee seeks the Court's authority to sell the real
estate parcel groups to these successful bidders as revised:

   Purchaser              Revised Parcel Group       Price
   ---------              --------------------       -----
   Larry Gruenwald             1 and 2             $80,000

   Pahrump Valley Real
      Estate, LLC                 3               $150,000
   
The Chapter 7 Trustee also seeks to sell Parcel Group 4 to Edwin
Padua, another successful bidder, and provide appropriate title
insurance for the allocated purchase prices of all the real estate
parcels.

The allocation of the purchase prices on all real estate parcels
has been agreed upon by the Parties before the Chapter 7
conversion of the Debtor's case.  The allocation is meant to
ensure the Purchasers an agreed pricing in the event the Chapter
11 Trustee obtained title insurance from an alternative title
insurance provider only for some of the parcels.

The Chapter 7 Trustee believes that if he fails to immediately
convey the revised Parcel Groups to the Purchasers the estate will
lose the opportunity to sell them at the original prices, and
result in additional costs for remarketing.

On Sept. 1, 2005, the Debtor's Chapter 11 Trustee sought and
obtained Court's authority to sell 62 parcels in the Nevada
Property in four lots or in bulk to Pahrump Valley for $625,000,
subject to higher and better bids.  However, the Sale Order
underwent an amendment after disputes on Debtor's ownership of the
Nevada Property.  Notwithstanding the first amendment, the Chapter
11 Trustee failed to close the Sale even after the conversion of
the Debtor's Chapter 11 case to Chapter 7.

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of    
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through 03-2304).  
Stephen R Harris, Esq., at Belding, Harris & Petroni, Ltd.,
represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor
-affiliates estimated more than $100 million in assets and
liabilities.  The Bankruptcy Court converted Mego Financial's case
to a chapter 7 liquidation on Feb. 3, 2006, and the U.S. Trustee
appointed C. Alan Bentley, of Ponte Vedra Beach, Florida, to serve
as the chapter 7 Trustee.  Judy B. Calton, Esq., at Honigman
Miller Schwartz and Cohn LLP, in Detroit, represents Mr. Bentley.


MERIDIAN AUTOMOTIVE: Court Okays BDO Seidman as Auditor
-------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 6, 2006,
Meridian Automotive Systems, Inc., and its debtor-affiliates
seek permission from the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ BDO
Seidman, LLP, nunc pro tunc to Dec. 1, 2005, to provide
accounting and auditing services in accordance with the terms of
an engagement letter, as well as to provide tax services in
accordance with a separate engagement letter.

BDO will audit the Debtors' consolidated financial statements
for the fiscal year ending Dec. 31, 2005, as well as other
services stated in the engagement letters.

The Debtors and BDO estimate the professional fees associated
with the 2005 Audit to total $210,000.  The Debtors will pay the
Estimated Audit Fee in three installments:

        Date                            Fee Amount
        ----                            ----------
        January 15, 2006                   $60,000
        January 31, 2006                   100,000
        February 15, 2006                   50,000

The professional fees associated with the 2005 Expatriate Tax
Return Services is estimated to total $25,000.  The Debtors
intend to pay the Estimated Expatriate Return Fee in four
installments:

        Date                            Fee Amount
        ----                            ----------
        January, 2006                      $10,000
        February, 2006                       5,000
        March, 2006                          5,000
        April, 2006                          5,000

In addition, the Debtors will also pay BDO a flat fee for other
services contemplated under the Engagement Letters, including:

    (1) reviewing the U.S. 2005 federal income tax return --
        $15,000; and

    (2) reviewing the Canadian 2005 federal income tax return --
        $5,000.

In sum, the Debtors propose to pay a $255,000 total flat fee.

The Flat Fee, Mr. Newsted clarifies, does not cover any
additional services the Debtors may request, including tax
consulting or auditing their employee benefit plans.  These
additional services will be billed at these hourly rates, as
adjusted periodically:

        Partners                       $425 - $500
        Managers/Directors             $225 - $300
        Associates/Sr. Associates      $125 - $175

To reduce the expense to the Debtors' Chapter 11 estates, BDO
plans to utilize employees of BDO Trevisan Auditores
Independentes and BDO Dunwoody, LLP, to perform certain auditing
procedures, including inventory test counts and inventory price
testing at certain of the Debtors' Brazilian and Canadian
locations in connection with the 2005 Audit and potentially
other services as well.

"The Debtors' Brazilian subsidiary is not a debtor in this or
any other bankruptcy case," Mr. Newsted tells the Court.  BDO
Brazil will bill the Debtors' Brazilian operation directly for
these services:

    (1) $15,000 for limited agreed upon auditing procedures at
        the Brazil operation; and

    (b) $5,000 for reviewing the Brazilian 2005 federal income
        tax return.

                            Court Order

The Court approves the Debtors' application, as modified:

    (1) BDO Seidman, LLP, is authorized to employ the BDO Foreign
        Affiliates to assist BDO in providing services to the
        Debtors, provided, however, that:

        (a) BDO will be solely responsible for the compensation of
            the BDO Foreign Affiliates; and

        (b) the Debtors will not be liable to the BDO Foreign
            Affiliates for any fees and expenses incurred in
            connection with their employment by BDO to provide
            services to the Debtors;

    (2) BDO will bill the Debtors for any work performed or costs
        incurred by employees of BDO Canada as if they were
        employees of BDO.  All payments to BDO Canada will be
        handled within the BDO International accounting process
        and will be the sole responsibility of BDO, except for
        those payments made by the Debtors' non-debtor Brazilian
        subsidiary to BDO Brazil;

    (3) The Debtors will not be directly liable for any payments
        due and owing to the BDO Foreign Affiliates;

    (4) BDO's services regarding advice on tax, other accounting
        and financial reporting must not be duplicative of work
        performed by any of the Debtors' other retained
        professionals;

    (5) Any dispute between the parties is subject to the
        jurisdiction of the Bankruptcy Court.  Upon conclusion of
        the Debtors' Bankruptcy Case, unless jurisdiction is
        otherwise retained in the Court under the Debtors' plan of
        reorganization, the parties have expressed their
        preference and intent in the Engagement Letter to be bound
        by alternative dispute resolution procedures; and

    (6) The limitation on liability provision in the Tax
        Engagement Letter is stricken.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities. (Meridian Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until July 1 to Remove Civil Actions
---------------------------------------------------------------
Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for an additional four-month extension of the time by
which they may file notices of removal of prepetition civil
actions to and including July 1, 2006.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, explains that the Debtors want to
protect their rights to remove those prepetition civil actions,
which they deem appropriate.  The extension will give the Debtors
more time to make fully informed decisions concerning removal of
each pending prepetition civil action and will assure that they
do not forfeit valuable rights under Section 1452 of the
Judiciary and Judicial Procedures Code.

Mr. Brady assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension because any
party to a prepetition action that is removed may seek to have it
remanded to the state court pursuant to Section 1452(b).

The Debtors also ask the Court to approve their request without
prejudice to:

    (a) any position they may take regarding whether Section 362
        of the Bankruptcy Code applies to stay any civil action
        pending against them; and

    (b) their right to seek further extensions.

The Court will convene a hearing on March 7, 2006, at 10:30 a.m.
to consider the Debtors' request.  By application of Delaware
Bankruptcy Local Rule 9006-2, the Debtors' removal deadline is
automatically extended through the conclusion of that hearing.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities. (Meridian Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERISTAR HOSPITALITY: Inks $2.6 Bil. Merger Deal with Blackstone
----------------------------------------------------------------
MeriStar Hospitality Corporation (NYSE: MHX) signed a merger
agreement to be acquired by an affiliate of The Blackstone Group
in a transaction valued at approximately $2.6 billion.  In the
mergers contemplated by the merger agreement, each share of
MeriStar common stock and each unit of limited partnership
interest in MeriStar Hospitality Operating Partnership, L.P.,
MeriStar's operating partnership, will be converted into the right
to receive $10.45 in cash.  The $10.45 per-share consideration
represents a 20% premium over MeriStar's closing stock price on
Nov. 10, 2005, the date prior to published reports regarding a
potential acquisition of MeriStar.

The board of directors of MeriStar has unanimously approved the
merger agreement and has recommended the approval of the
transactions by MeriStar's stockholders.  Stockholders will be
asked to vote on the proposed transactions at a special meeting
that will be held on a date to be announced.  The mergers are
expected to close in the second quarter of 2006, pending
stockholder approval and other customary closing conditions.  
Completion of the mergers is not subject to receipt of financing
by Blackstone.

"We are pleased to have entered into this agreement and believe
that the transaction represents attractive value to our
shareholders," said Paul Whetsell, MeriStar's chairman and CEO.

Jonathan D. Gray, senior managing director of The Blackstone
Group, said "We are excited to acquire the company.  We look
forward to working with MeriStar's franchisors, managers and
partners."

MeriStar remains on track to close its previously announced sale
of nine hotels and one golf and tennis club to affiliates of The
Blackstone Group during the first quarter 2006.

Bear, Stearns & Co. Inc. and Morgan Stanley acted as financial
advisors to Blackstone.  Acquisition financing is being provided
by Bear Stearns, Bank of America and Merrill Lynch.  Lehman
Brothers Inc. acted as financial advisor to MeriStar.  Simpson
Thacher & Bartlett LLP acted as legal advisor to Blackstone.  
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to MeriStar.  Miles & Stockbridge P.C. acted as Maryland
counsel to Blackstone, and Venable LLP acted as Maryland counsel
to MeriStar.

                    About The Blackstone Group

The Blackstone Group -- http://www.Blackstone.com/-- is a global  
private investment and advisory firm with offices in New York,
Atlanta, Boston, Los Angeles, London, Hamburg, Mumbai and Paris,
was founded in 1985.  Blackstone's real estate group has raised
approximately $10 billion for real estate investing and has a long
track record of investing in hotels and other commercial
properties.  In addition to Real Estate, The Blackstone Group's
core businesses include Private Equity, Corporate Debt Investing,
Marketable Alternative Asset Management, Mergers and Acquisitions
Advisory, and Restructuring and Reorganization Advisory.

              About MeriStar Hospitality Corporation

Based in Bethesda, Maryland, MeriStar Hospitality Corporation --
http://www.meristar.com/-- owns 57 principally upper-upscale,  
full-service hotels in major markets and resort locations with
16,507 rooms in 19 states and the District of Columbia, including
10 properties that are under contract to be sold to Blackstone.
MeriStar owns hotels under such internationally known brands as
Hilton, Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and
Radisson.


MERISTAR HOSPITALITY: Blackstone Merger Prompts S&P's CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on hotel
operator MeriStar Hospitality Corp., including its 'B' corporate
credit rating, on CreditWatch with developing implications.
     
The CreditWatch listing follows the announcement that the
Bethesda, Maryland-based company has signed a merger agreement to
be acquired by The Blackstone Group for about $2.6 billion.  This
acquisition is subject to shareholder approval and other customary
conditions, and is expected to be completed in the second quarter
of 2006.  The closing of the merger is not subject to the receipt
of financing by Blackstone.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the situation as it develops.  Should rated borrowings be
fully redeemed, or if sufficient information were no longer
available to render a credit opinion, Standard & Poor's would
withdraw its ratings on MeriStar.


MERITAGE HOMES: Directors Okay $100 Mil. Share Repurchase Program
-----------------------------------------------------------------
Meritage Homes Corp. (NYSE: MTH) reported that its board of
directors authorized the company to repurchase up to $100 million
of the company's common stock.  This new authorization is in
addition to a recently completed $50 million repurchase program,
under which the company repurchased 831,616 shares of common stock
at an average price of $60.12 per share between November 2005 and
February 2006.  This completed the company's third stock
repurchase program since 1999.

"When the stock market affords us the opportunity to repurchase
our shares at what we consider to be attractive prices, we like to
take advantage of it," said John R. Landon, co-chairman and chief
executive officer of Meritage.  Steven J. Hilton, Meritage's co-
chairman and CEO, added, "We manage our business for the long
term, with a goal of maximizing returns for our stockholders, and
we believe that repurchasing Meritage stock at appropriate times
can further those objectives."

The new authorization allows Meritage to purchase its common
shares subject to applicable securities laws, in open market or
privately negotiated transactions, based on market conditions and
other factors.  Shares repurchased will be held as treasury shares
and may be used in connection with stock option or other incentive
plans, or in future financings.

Meritage had 26.8 million shares issued and outstanding as of Feb.
15, 2006.

Meritage Homes Corp. -- http://www.meritagehomes.com/-- is a  
leader in the consolidating homebuilding industry.  The company is
ranked by Builder magazine as the 13th largest homebuilder in the
United States; has been on Forbes' Platinum 400 "Best Managed Big
Companies in America" list the last three years; on Fortune's
"Fastest Growing Companies in America" list five of the last seven
years, as well as being a "Fortune 1000" company; and is included
in the S&P SmallCap 600 Index. Meritage operates in fast-growing
states of the southern and western United States, including six of
the top 10 single-family housing markets in the country, and has
reported 18 consecutive years of record revenue and net earnings.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch affirms Meritage Homes Corporation's 'BB' issuer default
rating, senior unsecured debt, and unsecured bank credit facility
ratings.  The rating applies to approximately $480 million in
senior notes and the $600 million revolving credit facility.  The
Rating Outlook has been changed from Stable to Positive.


MOOG INC: Closes Sale of 2,875,000 Shares of Class A Common Stock
-----------------------------------------------------------------
Moog Inc. (NYSE: MOG.A and MOG.B) closed its public offering and
sale of 2,875,000 shares of Class A common stock (which number of
shares includes 375,000 shares sold pursuant to the underwriter's
over-allotment option) at a price of $31.00 per share.  Net
proceeds to Moog from the offering were approximately $84.5
million.  Moog will use the net proceeds from this offering to
repay a portion of the outstanding indebtedness under the
revolving credit facility portion of its bank credit facility,
which amount may be reborrowed for general corporate purposes,
including acquisitions.  All of the shares were offered by Moog
solely pursuant to a prospectus supplement under Moog's existing
shelf-registration statements.

Cowen & Co., LLC acted as the sole manager for the offering.  
Copies of the final prospectus supplement and accompanying
prospectus related to the offering may be obtained from Cowen &
Co., LLC at 1221 Avenue of the Americas, 6th Floor, New York, NY
10020.

Based in East Aurora, New York, Moog Inc. -- http://www.moog.com/  
-- is a worldwide designer, manufacturer, and integrator of
precision control components and systems.  Moog's high-performance
systems control military and commercial aircraft, satellites and
space vehicles, launch vehicles, missiles, automated industrial
machinery, and medical equipment.

Moog Inc.'s $150 million 6-1/4% Senior Subordinated Notes due 2015
carry Standard & Poor's B+ rating.  S&P assigned that rating on
January 4, 2005.


MULTIPLAN INC: Inks Pact for Acquisition by Carlyle Group
---------------------------------------------------------
The Carlyle Group will acquire MultiPlan, Inc.  The transaction is
expected to close in the second quarter of 2006.  Financial terms
were not disclosed.  

Mark Tabak, MultiPlan Chief Executive Officer, said, "The
healthcare system is in the midst of sweeping change, and in our
35 years we've developed not only a comprehensive suite of
healthcare cost management services, but also a transaction and
information management engine with the sophistication to embrace
the scope, speed and flexibility demands of the country's largest
insurers.  In Carlyle we have the strategic and financial backing
to propel our value even further in support of our clients' and
providers' business and growth objectives."

Bob Dahl, Managing Director and Co-head of Carlyle's Healthcare
Group, said, "Steadily rising healthcare costs have sparked a new
wave of innovation and consolidation in the managed care industry.
We see MultiPlan's independent, national network and related
technology as the critical building blocks in new solutions that
will emerge to support this changing market.  We look forward to
working with Mark and his management team as we take MultiPlan to
the next level of growth and success."

PPOs, which are the most common type of health plan used today,
offer a provider network and range of value-added services to help
employers and other health plan sponsors manage the cost of
medical claims.  According to the Centers for Medicare and
Medicaid, spending on healthcare in 2005 will have surpassed
$1 trillion in the commercial sector, MultiPlan's target market.

MultiPlan offers a full range of medical cost management solutions
to a blue-ribbon list of clients, including the national PPO
network, specialty networks, negotiation services and electronic
claim routing technology.  The company's top 10 clients together
deliver health coverage to more than 70 million Americans.

                     About The Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a global  
private equity firm with $35 billion under management.  Carlyle
invests in buyouts, venture capital, real estate and leveraged
finance in Asia, Europe and North America, focusing on healthcare,
aerospace & defense, automotive & transportation, consumer &
retail, energy & power, industrial, technology & business services
and telecommunications & media.   Since 1987, the firm has
invested $14.9 billion of equity in 439 transactions for a total
purchase price of $51.9 billion.  The Carlyle Group employs more
than 630 people in 14 countries. In the aggregate, Carlyle
portfolio companies have more than $40 billion in revenue and
employ more than 370,000 people around the world.

                         About MultiPlan

MultiPlan Inc. -- http://www.multiplan.com/-- is the nation's  
oldest and largest independent Preferred Provider Organization
(PPO) network offering nationwide access to more than 4,200
hospitals, 90,000 ancillary care facilities and 450,000 physicians
and specialists.  The company's 2,000 clients include large and
mid-sized insurers, third-party administrators, self-funded plans,
HMOs and other entities that pay claims on behalf of health plans.

                         *     *     *

Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on MultiPlan Inc. on CreditWatch with developing
implications, following the company's announcement that it will be
acquired by The Carlyle Group.  The developing implications, S&P
explains, reflect the uncertainty related to the financing and the
prospective capital structure and operating strategy at MultiPlan.


MUSICLAND HOLDING: Can Maintain Existing Insurance Policies
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 6, 2006,
Musicland Holding Corp. and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York's
permission to pay the financed premiums for the Policies and make
loan payments to AFCO Credit Corporation on account of the AFCO
Premium Financing Agreements.

Further, the Debtors seek the Court's authority to enter into new
PFAs under Section 364(c)(2) of the Bankruptcy Code and the
collateral be the unearned premiums that will be created.

The Debtors maintain numerous insurance policies that provide
coverage for general liability, workers' compensation, directors
and officers liability, umbrella liability, automotive liability,
crime, special risk, fiduciary liability and property.

Those policies are essential to the preservation of the Debtors'
business, property and assets.  In many cases, coverage is
required by various regulations, laws and contracts that govern
the Debtors' business conduct.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, tells the
Court that the Debtors finance the premiums on some of their
policies pursuant to premium financing agreements.  Accordingly,
the total annual premium for the policies currently financed by
the Debtors is $1,772,964.

The Debtors have four unpaid Premium Financing Agreements with
AFCO Credit Corporation and one with St. Paul Travelers.  AFCO
alleges that it is a secured creditor with regard to the AFCO
PFAs.

Mr. Sprayregen discloses that the total annual premium for the
Policies is $1,772,966.  In June 2005, November 2005, December
2005 and January 2006, the Debtors made down payments totaling
$444,887 and have financed the remaining $1,328,077 pursuant to
the Existing PFAs.

The Existing PFAs presently require monthly installments totaling
$141,074 and bear total finance charges of $20,413 on the
$905,970 total financed amount.

                            *    *    *

At the Debtors' request, the Court approved the motion.

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.  Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MUSICLAND HOLDING: Court Approves Abacus as Advisors & Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Musicland Holding Corp. and its debtor-affiliates'
request on an interim basis, to employ Abacus Advisors Group LLC
as their advisors and consultants in the sale of certain assets of
the Debtors, nunc pro tunc to the bankruptcy filing.

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Craig G. Wassenaar, Chief Financial Officer of Musicland Holding
Corp., related that the Debtors have selected Abacus Advisors
Group LLC as their consultants in part because of the expertise of
Alan Cohen, the Chairman of Abacus.  Mr. Cohen has extensive
experience and knowledge in retail chain reorganization.  He has
been associated with numerous Chapter 11 reorganizations of large
retailers.

Abacus will:

   -- assist in the preparation of an appropriate information
      package regarding closing stores for distribution to
      potential bidders;

   -- review bid proposals and assistance in negotiations with
      the various parties and, if appropriate, orchestration of
      an auction to ensure recoveries are maximized;

   -- provide observance, if necessary, of physical inventories
      that may be taken; and

   -- monitor the conduct and results of any third party selected
      to liquidate the inventory.

For its services, Musicland will pay Abacus a $250,000 base fee.  
In addition, Abacus will be paid a value added fee to be
determined in conjunction with the Company, its lenders and the
creditors committee.  Abacus will also be entitled reimbursement
of its reasonable expenses including attorney's fees.

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.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  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)


NAVISTAR INT'L: Launches Cash Tender Offers for $1.43 Bil. Notes
----------------------------------------------------------------
Navistar International Corporation (NYSE:NAV) launched a cash
tender offer and consent solicitation for three series of its
outstanding senior note debt securities.

The cash tender offers and consent solicitations are for each of
the following series of Navistar's outstanding long-term senior
debt:

    * $393 million in aggregate principal amount of 9-3/8% senior
      notes due 2006;

    * $250 million in aggregate principal amount of 7-1/2% senior
      notes due 2011; and

    * $400 million in aggregate principal amount of 6-1/4% senior
      notes due 2012.

                      Credit Agreement

On Feb. 9, 2006, the company reported that it received a
commitment from a group of lenders to provide it with a $1.5
billion three-year senior unsecured credit agreement arranged by
Credit Suisse, including Banc of America Securities, Citigroup
Corporate and Investment Banking and J.P. Morgan Chase Bank.  The
company is currently negotiating the terms of the definitive loan
agreement and upon satisfaction or waiver of the conditions
contained in such commitment letter and such loan agreement, or
the funding of an otherwise acceptable loan facility, Navistar
expects to use the borrowings to fund the tender offers and
consent solicitations.

Daniel C. Ustian, chairman, president and chief executive officer
said "Thanks to the $1.5 billion commitment from our relationship
banks, Navistar will be able to tender for its outstanding senior
notes, thereby controlling our capital structure and giving
confidence to our customers, suppliers and other important
constituents that we will be able to execute on our strategic
plan."

                  Form 10-K Filing Delay

On Jan. 17, 2006, the company disclosed that it would not file its
Annual Report on Form 10-K for fiscal year ended 2005 by the
filing deadline because of an ongoing review of a number of
complex and technical accounting items.  Navistar continues to
work toward a resolution of these items and progress is being
made.

The company's review of the accounting matters may result in
changes to its previously issued financial statements, including
the possibility of a restatement.  In light of the accounting
review, Navistar is not able to give earnings guidance for fiscal
year 2005.  Among the items being reviewed are whether certain
leases should have been capitalized rather than accounted for as
operating leases, whether certain affiliates should have been
consolidated rather than reported on the equity method, and
certain timing adjustments that would shift revenue and expense
amounts between reporting periods.  Matters identified at this
stage are necessarily preliminary and subject to change.  To
assist in the ongoing efforts to complete the review of the
company's financial statements, the company has retained external
consultants, including Huron Consulting Group and Skadden, Arps,
Slate, Meagher & Flom, LLP.

Bob Lannert, vice chairman and chief financial officer added, "By
tendering at no less than par, Navistar is meeting its full
obligation to bond holders.  In addition, the resulting capital
structure will provide the company with the time necessary to
complete its public filings and the flexibility to pursue future
financings on the best terms available."

"As previously announced, the trustee of our public debt has
notified the company that it is in default on various issuances of
the company's existing debt because we have not yet filed our
Annual Report on Form 10-K for fiscal year ended 2005," said
Daniel C. Ustian.  "While we dispute the default notices, our
tender offers will allow those bondholders who believe we are in
default to redeem their holdings, ensuring that management is able
to focus all of its attention on operations in this strong 2006
truck market."

      Terms of the Tender Offer and Consent Solicitations

Under the terms of the senior notes tender offers, Navistar is
offering to purchase the outstanding senior notes for a total
consideration, per each $1,000.00 principal amount of the senior
notes, equal to:

    * $960.00 with respect to the 7-1/2% notes and 6-1/4% notes
      and

    * $968.75 with respect to the 9-3/8% notes,

plus in each case an additional consent payment equal to the
product of $40.00 multiplied by a fraction, the numerator of which
is the aggregate principal amount outstanding of the applicable
series of senior notes and the denominator of which is the
aggregate principal amount of such series of senior notes validly
tendered and not validly withdrawn prior to the consent time, plus
in each case all accrued and unpaid interest through, but not
including, the date of purchase.

Holders who validly tender and do not withdraw on or prior to 5:00
p.m. EST, on Mar. 2, 2006, will receive the total consideration.
Holders who validly tender after the consent time and do not
withdraw on or prior to the senior notes tender offer expiration
date will receive the tender consideration equal to $960.00 with
respect to the 7-1/2% notes and 6-1/4% notes and $968.75 with
respect to the 9-3/8% notes, plus in each case all accrued and
unpaid interest through, but not including, the date of purchase.

The senior notes tender offers will expire at 5:00 p.m. EST, on
Mar. 20, 2006, unless extended or earlier terminated. Payments of
the total consideration for the senior notes validly tendered and
not withdrawn on or prior to the consent time and accepted for
purchase will be made after the consent time.

Payments of the tender consideration for the senior notes validly
tendered after the consent time and on or prior to the senior
notes tender offer expiration date and accepted for purchase will
be made promptly after the senior notes tender offer expiration
date.

In connection with the senior notes tender offers, Navistar is
soliciting the consents of the holders of the senior notes to
proposed amendments to the indentures governing the senior notes.
The primary purpose of the solicitation and proposed amendment is
to waive any and all defaults and events of defaults existing
under the senior notes indentures, eliminate substantially all of
the material restrictive covenants, specified affirmative
covenants and certain events of default and related provisions in
the senior notes indentures and rescind any and all prior notices
of default or acceleration delivered to Navistar pursuant to such
indentures.  In order to be effective, holders of a majority in
aggregate principal amount of each series of the senior notes must
consent to the proposed amendments.  Holders may not tender their
notes without delivering the related consents.

The consummation of the senior notes tender offers are conditioned
upon, among other things, the receipt of sufficient proceeds from
one or more debt financings to fund the senior notes tender
offers, Navistar's audit for its fiscal year 2005 not being
completed and the consent of the holders of a majority in
aggregate principal amount of each series of the senior notes to
the proposed amendment to the indenture governing each series of
the senior notes.  Each of the senior notes tender offers is a
separate offer, but each of the senior notes tender offers are
conditioned upon and subject to completion of the other senior
notes tender offers, subject to waiver by Navistar.  The senior
notes tender offers are also subject to customary closing
conditions.  If any of the conditions are not satisfied, Navistar
is not obligated to accept for payment, purchase or pay for, or
may delay the acceptance for payment of, any tendered senior
notes, and may terminate the senior notes tender offers.  Full
details of the terms and conditions of the senior notes tender
offer are included in Navistar's Offer to Purchase and Consent
Solicitation statement, dated February 21, 2006.

Citigroup, Credit Suisse and Banc of America Securities LLC will
act as Dealer Managers for the tender offers and consent
solicitations for the senior notes.  Questions regarding the
tender offers or consent solicitations may be directed to
Citigroup Corporate and Investment Banking at 800-558-3745 (toll-
free) or at 212-723-6106 or Credit Suisse at 800-820-1653 (toll-
free) or at 212-538-7969.

Global Bondholder Services Corporation will act as the Information
Agent for the tender offers and consent solicitations for the
senior notes.  Requests for documents related to the tender offers
and consent solicitations may be directed to Global Bondholder
Services Corporation at 866-857-2200 (toll-free) or at 212-430-
3774.

Navistar International Corp. -- http://www.nav-international.com/
-- is the parent company of International Truck and Engine
Corporation. The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  Navistar is also a
provider of truck and diesel engine parts and service sold under
the International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service lowered the ratings of Navistar
International Corporation (senior unsecured to B1 from Ba3 and
subordinate to B3 from B2) and placed the ratings under review for
further possible downgrade.  Moody's rating actions followed
Navistar's announcement that it has received notice from purported
holders of more than 25% of the company's approximately $200
million senior subordinated exchangeable notes due 2009, claiming
that the company is in default of reporting requirements relating
to the filing of its financial statements for the fiscal year
ending Oct. 31, 2005.  The company disputes the allegation of
default.  Nevertheless, receipt of the notice of default
represents a further negative development for the company stemming
from its inability to file financial statements in a timely manner
because of accounting issues.

The downgrade and review reflect the heightened financial risk
stemming from uncertainty as to Navistar's ability to file its
financial statements in a timely manner given the number and
complexity of various open items that the company continues to
discuss with its auditors Deloitte and Touche.  As a result of
these open issues, Navistar cannot estimate the time frame for the
filing of its October 2005 financial statements.


NAVISTAR INT'L: S&P Holds BB- Corp. Credit Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services held its 'BB-' corporate credit
ratings on North American heavy-duty and medium-duty truck
producer Navistar International Corp., and Navistar's subsidiary,
Navistar Financial Corp., on CreditWatch with negative
implications.  The company's senior unsecured and subordinated
debt ratings also remain on CreditWatch.  The ratings were
originally placed on CreditWatch on Jan. 17, 2006.
     
The CreditWatch update follows the company's launching of a cash
tender offer at par or more for its:

   -- 9 3/8% (which mature in June 2006);
   -- 7 1/2% (mature in 2011); and
   -- 6 1/4% (mature in 2012) bonds.

The company expects to fund the transaction with proceeds from the
recently announced $1.5 billion bank facility commitment.  
Navistar is still in the process of negotiating the terms of the
facility, Standard & Poor's expects a closing soon.  In addition
to the tender announcement, Navistar has indicated that it is
still in discussions with its auditors over various accounting
items and that a restatement of financial results is one possible
outcome.  If the company were to restate its financial results,
Standard & Poor's does not currently expect that the restatement
will be significant or to have any cash impact.
     
As previously announced, Navistar has received notice from its
bondholders that it is in default and has between 30 and 60 days
to cure the various defaults.  Although the company disputes that
it is in default, if the company is in default and it fails to
cure the default, an acceleration of required payment could occur
on various debt instruments.  Standard & Poor's will monitor
Navistar's progress in reaching a resolution in the very near
term, as well as its current and prospective sources of liquidity.
If Navistar's liquidity becomes a concern, a multiple-notch
downgrade is possible.
     
The company has not yet filed its financial statements as
discussions continue with its outside auditors about a variety of
open items, including some complex and technical accounting
issues.  Some of these issues include whether or not some of the
company's leases should be capitalized or accounted for as
operating leases, and certain timing-related adjustments, which
could shift revenue and expenses between periods.  The company has
indicated that it has made progress with its auditors and Standard
& Poor's expects that the company could resolve some of these
issues in the near term.
      
"We anticipate that the ratings on Navistar will remain on
CreditWatch until the company has filed its 10-K with the SEC,"
said Standard & Poor's credit analyst Eric Ballantine.  "Once the
company has filed its financial statements and if results are not
materially different from previous expectations, we currently
expect to affirm the ratings."


NEW WORLD: Hearing to Recognize Bermudan Proceeding Set for Today
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing today, Feb. 23, 2006, at 11:00 a.m., to
consider Mark W.R. Smith's, the duly appointed provisional
liquidator for New World Network International, Ltd., request to
recognize New World's pending case before the Bermuda Supreme
Court as a foreign main proceeding.

Section 1517 of the Bankruptcy Code provides that "an order
recognizing a foreign proceeding shall be entered" if three
conditions are met:

   1.  The foreign proceeding for which recognition is sought is
       a foreign main proceeding or foreign non-main proceeding
       within the meaning of Section 1502;

   2.  The foreign representative applying for recognition is a
       person or body; and

   3.  The petition meets the requirements of Section 1515.

Headquartered in Hamilton, Bermuda, New World Network
International, Ltd., is a holding company for the New World Group
of companies, an independent, privately held telecommunications
group.  Through a number of its direct and indirect subsidiaries,
the New World Group owned and operated an optical fiber submarine
cable system called the Americas Region Cable Ring System or
ARCOS, as well as some other assets.  ARCOS is an 8,600km high
capacity undersea digital broadband fiber optic network that
connects the United States with Puerto Rico and other countries in
Central America, South America and the Caribbean.  New World filed
a chapter 15 petition on Jan. 26, 2006 (Bankr. S.D.N.Y. Case No.:
06-10157).  Mark W.R. Smith serves as the Foreign Debtor's
provisional liquidator.  Ingrid Bagby, Esq., at Cadwalader,
Wickersham & Taft LLP, represents the Mr. Smith in the United
States.  Robin J. Mayor, Esq., at Conyers, Dill & Pearman is Mr.
Smith's Counsel in Bermuda.  New World tells the Bankruptcy Court
in New York that it has assets and debts of about $50,000.


OPTIMER INT'L: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Optimer International, Inc.
        14930 Northeast 95th Street, Suite A
        Redmond, Washington 98052

Bankruptcy Case No.: 06-10414

Type of Business: The Debtor sells home furniture.

Chapter 11 Petition Date: February 21, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Craig S. Sternberg, Esq.
                  Sternberg Thomson & Okrent
                  500 Union Street, Suite 500
                  Seattle, Washington 98101
                  Tel: (206) 223-9595

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


PATRON SYSTEMS: Names Martin Johnson as Chief Financial Officer
---------------------------------------------------------------
Patron Systems, Inc. (OTC Bulletin Board: PTRS) named Braden
Waverley as Chief Operating Officer and Martin T. Johnson as Chief
Financial Officer for its management team effective immediately.

As Chief Operating Officer, Mr. Waverley's initial
responsibilities will be to focus on effective marketing and
product development programs and new channel strategies.  For two
years prior to joining Patron, Mr. Waverley was President of
Vsource, a business process outsourcing firm, and from 1996 to
2001 he held various senior management positions at Dell Inc.,
including Director of Asia-Pacific Marketing and later Vice
President and General Manager in Canadian operations.

As Chief Financial Officer, Mr. Johnson's initial focus will be
cost controls and profitability.  Since 2002, Mr. Johnson has been
an independent consultant in areas of finance, strategy and
operations.  Previously Mr. Johnson was Vice President for
Planning and Business Development for Cabletron Systems, and
served as CFO for several publicly traded companies, including
MessageMedia, Inc., Technology Solutions Company, COMNET
Corporation and Group 1 Software, Inc.  From 1990 to 1993, he was
Corporate Controller for The Marmon Group, Inc.

Robert Cross, CEO of Patron, stated that, "These senior executives
give us the necessary management strength to aggressively move the
business forward.  In addition to building the company
organically, Braden Waverley and Tork Johnson will also be key
participants in reactivating Patron's merger and acquisition
program."  Cross added that, "We are also pleased to report that
the recapitalization that we have been working on for several
months is nearing completion.  There is no guarantee at this time
that the contemplated new funding or the restructuring of
indebtedness will be successfully completed, but we are encouraged
by the progress to date.  We also have substantially reduced our
overhead.  With Patron more streamlined and with the prospect that
the company will be relieved of the enormous burden of debts and
claims, it's gratifying that executives of the caliber of Braden
Waverley and Martin Johnson have joined the company."

Founded in 2002, Patron Systems -- http://www.patronsystems.com/
-- was established to provide Immediate Intelligent Information
Security(TM) solutions to corporations, public safety
organizations, local and state governments, and federal
governmental agencies.  The Patron portfolio focuses on the most
critical asset of the enterprise -- its intellectual property --
providing continuous, layered, security for data in motion, data
in applications, and data at rest.

At Sept. 30, 2005, the company's balance sheet shows $26,385,169
in total assets and a $345,194 stockholders deficit.


PEACHTREE CASUALTY: S&P Raises Financial Strength Rating to BBpi
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Peachtree Casualty Insurance Co.
to 'BBpi' from 'Bpi'.
      
"This rating action is based on Peachtree's extremely strong
capitalization and consistent operating performance," explained
Standard & Poor's credit analyst Michael Swei.  Offsetting these
factors is Peachtree's small capital base and high geographic and
product-line concentrations.
     
Peachtree writes private passenger auto insurance with a
specialization in nonstandard auto.  Peachtree is licensed to
operate in 22 states and the District of Columbia.  First
Insurance Network Inc. is the managing general agency affiliate
and has an exclusive contract for:

   * underwriting,
   * claims payment,
   * claims adjustment,
   * binding authority, and
   * premium collection of all coverage.
     
The company is rated on a stand-alone basis.
     
Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


PERFORMANCE TRANSPORTATION: Court Okays AFCO Insurance Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to maintain financing of their insurance
policies by continuing or renewing their agreements with AFCO
Credit Corporation, or entering into new premium financing
agreements in the ordinary course of business.

As reported in the Troubled Company Reporter on Feb. 16, 2006, the
Debtors finance the premiums on some of their policies under a
premium financing agreement with a third-party lender.  The
premiums under the financed insurance policies, which cover the
period April 1, 2005 until April 1, 2006, total $7,124,851.

The insurance policies are:

            Insurer                       Type of Policy
            -------                       --------------
     Discover Property & Casualty         Auto
      Insurance Company                   

     Discover Property & Casualty         General Liability
      Insurance Company   

     Fidelity and Guaranty Insurance      Workers' Compensation
      Company

     Lexington Insurance Company          Umbrella

     American Home Assurance Company      Excess Liability
     
     United States Fidelity &             Excess Workers'
      Guaranty Company                     Compensation

     Great American Assurance Company     Excess Liability

The Debtors have one outstanding PFA with AFCO Credit Corporation
under which the Debtors pay $607,144 per month, nine months per
year, plus a down payment of $1,781,213.  The final monthly
payment under the AFCO Agreement was recently paid.  The Debtors
will likely consider renewing the AFCO Agreement or entering into
a new PFA since the Policies will expire on March 31, 2006.

The Official Committee of Unsecured Creditors reserves its rights
to object to the Debtors' request.

The Committee has requested information and the Debtors are still
endeavoring to fulfill that request, William F. Savino, Esq., at
Damon & Morey LLP, in Buffalo, New York, tells the Court.

The Committee finds the Debtors' request inconsistent with normal
premium financing agreements.  The Debtors, Mr. Savino points out,
have represented that their "obligations under the Existing PFA
are not secured by any lien or security interest on the Debtors'
assets."

If the lien for the PFAs is limited to the short rate refunds on
the policies financed, the Committee has no objection, Mr. Savino
says.

Mr. Savino notes that the Debtors state numerous insurance
policies subject to various PFAs.

"[Those] PFAs should be reviewed by the Committee before their
renewal through the Committee's financial advisor, Huron
Consulting Group," Mr. Savino contends.  "No existing PFA should
be renewed and no new PFA should be undertaken without
consultation with and approval by Huron."

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


PERFORMANCE TRANSPORTATION: Hires FTI as Financial Advisors
-----------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for authority to employ FTI Consulting, Inc., together
with its wholly owned subsidiaries, agents, and independent
contractors, as their financial advisors, pursuant to the terms of
an engagement letter, dated Sept. 16, 2005.

Jeffrey L. Cornish, president and chief executive officer of
Performance Transportation Services, Inc., tells Judge Kaplan that
FTI has developed a great deal of institutional knowledge
regarding the Debtors' operations, finances and systems.  The
Debtors have engaged the firm prepetition to provide them with
financial advisory services.  The Debtors believe that FTI's
experience and knowledge will be valuable in their efforts to
reorganize.

Effective on the Petition Date, FTI will:

   a. assist the Debtors with information and analyses required
      pursuant to their debtor-in-possession financing;

   b. assist with the identification and implementation of cash
      management procedures;

   c. assist with the review and development of a long-range
      business plan and supporting analyses;

   d. assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

   e. assist in the preparation of financial information for
      distribution to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts
      and analysis of proposed transactions for which Court
      approval is sought;

   f. attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, the Official
      Committee of Unsecured Creditors and any other committees
      appointed in the Debtors' Chapter 11 cases, the United
      States Trustee, other parties-in-interest and their
      professionals, as requested;

   g. assist in the preparation of information and analyses
      necessary for the confirmation of a plan of reorganization
      in the Debtors' Chapter 11 cases, including information
      contained in the disclosure statement;

   h. assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers;

   i. provide accounting and tax support;

   j. testify on case-related issues as required by the Debtors;
      and

   k. render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by
      other professionals in the Debtors' Chapter 11 proceedings.

The Debtors will pay FTI at these hourly rates:

      Senior Managing Directors                $595 - 695
      Directors / Managing Directors           $435 - 590
      Associates / Consultants                 $215 - 405
      Administration / Paraprofessionals        $95 - 175

The Debtors will also reimburse FTI for out-of-pocket expenses.

The Debtors will indemnify and hold FTI harmless from all claims,
liabilities or obligations relating to the firm's performance
under the engagement, with the exception of claims arising from
FTI's gross negligence or willful misconduct.  Any claims for
indemnification, contribution and reimbursement arising from
FTI's prepetition services will not be entitled to administrative
expense priority.

Jeffery J. Stegenga, senior managing director at FTI, discloses
that the firm has received around $100,000 in unapplied advance
payments from the Debtors in excess of prepetition billings.  The
Debtors and FTI agree that the retainer will not be segregated in
a separate account but will be held until the end of the Debtors'
Chapter 11 cases and applied to FTI's final approved fees.

FTI's books and records show that during the 90-day period
preceding the Petition Date, FTI received $1,115,627 from the
Debtors for services performed and expenses incurred.

Mr. Stegenga assures the Court that FTI is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

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


PERFORMANCE TRANSPORTATION: Taps Hodgson Russ as Co-Counsel
-----------------------------------------------------------
Performance Transportation Services, Inc., and its 13 Debtor-  
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for permission to employ Hodgson Russ LLP as their co-
counsel.

The Debtors expect that Hodgson, together with Kirkland& Ellis
LLP, will provide them with general legal services as needed
throughout the course of their Chapter 11 cases.

In particular, Hodgson is expected to:

   a. advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession continuing to operate and
      manage their businesses and properties under Chapter 11;

   b. prepare, on the Debtors' behalf, necessary applications,
      motions, draft orders, other pleadings, notices, schedules
      and other documents, and review financial and other reports
      to be filed in the Debtors' Chapter 11 cases;

   c. advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Chapter 11
      cases;

   d. advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements,
      debt and cash collateral orders and related transactions;

   e. review the nature and validity of any liens asserted
      against the Debtors' property and advise them concerning
      the enforceability of the liens;

   f. advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

   g. counsel the Debtors in connection with formulation,
      negotiation and promulgation of a plan or plans of
      reorganization and related documents;

   h. advise and assist the Debtors in connection with any
      potential property dispositions;

   i. advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructurings and recharacterizations;

   j. assist the Debtors in reviewing, estimating and resolving
      claims asserted against their estates;

   k. commence and conduct any litigation necessary or
      appropriate to assert rights held by the Debtors, protect
      assets of their Chapter 11 estates or otherwise further the
      goal of completing their successful reorganization;

   l. provide general corporate, litigation, regulatory and other
      non-bankruptcy services as requested by the Debtors; and

   m. appear in Court on behalf of the Debtors as needed; and

   n. perform any other necessary legal services in connection
      with the Debtors' Chapter 11 cases for or on behalf of the
      Debtors.

The Debtors will pay Hodgson on an hourly basis, and will
reimburse the firm for actual and necessary out-of-pocket
expenses.  The current hourly rates of the Hodgson personnel that
will represent the Debtors are:

      Attorneys                        $130 to $595
      Paralegals                        $75 to $195
      Garry M. Graber, Esq.                    $325

Mr. Graber, a member of Hodgson, assures the Court that the firm
does not hold any adverse interest or represent any entity having
an adverse interest to the Debtors in connection with their
Chapter 11 proceedings.  Hodgson is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code and as required
by Section 327(a).

Mr. Graber discloses that before the Petition Date, Hodgson
received $54,546 from the Debtors for filing fees and other
expenses for services rendered relating to their Chapter 11
cases.  The amount, he says, will first be applied to the firm's
pre-filing legal fees and expenses.  The firm will hold the
balance as retainer and apply to post-filing legal fees and
expenses after the Court's approval.

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


PIER 1: S&P Rates $165 Mil. Convertible Sr. Unsecured Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
specialty home furnishings retailer Pier 1 Imports Inc.'s $165
million convertible senior unsecured notes due 2036 issued under
rule 144A with registration rights.  This rating is listed on
CreditWatch with negative implications.  The company's 'B'
corporate credit rating remains on CreditWatch with negative
implications.
     
Following the issuance of these notes, Fort Worth, Texas-based
Pier 1 has about $165 million in funded debt outstanding.  Pier 1
will likely maintain the bulk of the proceeds from the convertible
notes offering on its balance sheet to enhance its liquidity
position.
     
On Feb. 7, 2006, Standard & Poor's lowered its corporate credit
rating on Pier 1 Imports Inc. to 'B' from 'BB'.  The downgrade
reflected the rating agency's expectation that results for the
fourth quarter ending Feb. 25, 2006, deteriorated substantially
following much weaker operating results for the first nine months.
Pier 1 has not been able to make progress in turning around its
negative sales trends and there has been a significant decline in
credit protection measures.

"We are concerned," said Standard & Poor's credit analyst Ana Lai,
"about how successful Pier 1 will be in its efforts to turn around
sales and profitability through new merchandising and marketing
initiatives."


PRICE OIL: Wants Court to Set March 1 as Admin. Claim Bar Date
--------------------------------------------------------------
Price Oil, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Alabama to establish March 1, 2006, as the bar date
for filing prepetition administrative expense claims.

The Debtor anticipates that some vendors may seek allowance and
payment of administrative expense claims for sale of goods
prepetition.  

The Debtor believes that liquidating the administrative expense
claims is necessary before it can formulate a plan and is material
to negotiations with creditors and buyers of its assets.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10 million to $50 million in assets and
debts.


R.A.B. ENTERPRISES: Retired Debt Cues Moody's Rating Withdrawal
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings on R.A.B.
Enterprises, Inc.  All ratings have been withdrawn because the
10.5% senior notes due in 2005, the only rated debt, were
previously retired.  

These remaining ratings are withdrawn:

   * Ca corporate family rating; and the

   * C issuer rating.

R.A.B. Enterprises, Inc., of New York, wholly owned by R.A.B.
Holdings, Inc., distributes specialty products to supermarkets
through Millbrook Distribution Services, Inc., and produces
specialty foods through the B. Manischewitz Company, LLC.


RICHARD CHADO: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard P. Chado
        Darlene L. Chado
        408 East 25th Street
        Upland, California 91784

Bankruptcy Case No.: 06-10319

Chapter 11 Petition Date: February 22, 2006

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: J. L. Borrie, Esq.
                  J. L. Borrie and Associates
                  4333 Orange Street, Suite 21
                  Riverside, California 92501
                  Tel: (909) 686-6432

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
PNL Blackacre LLP                Judgment            $2,713,000
75 North Paul Street, #1400
Dallas, TX 75201

Hermes Sargent Bates, LLP        Attorney Fees         $111,659
901 Main Street, Suite 5200
Dallas, TX 75202

Best Best & Krieger              Attorney Fees          $28,892
3750 University Avenue
P.O. Box 1028
Riverside, CA 92502

Norton & Melnik                  Services               $18,500
16255 Ventura Boulevard
Suite 200
Encino, CA 91426

The Partners                     Services               $11,350
3403 Tenth Street, #810
Riverside, CA 92501


RIM SEMICONDUCTOR: Annual Shareholders Meeting Set for April 11
---------------------------------------------------------------
Rim Semiconductor Company fka New Visual Corporation will hold its
2006 Annual Shareholders Meeting on 10:00 a.m. Tuesday, April 11,
2006 at the Hotel Vintage Plaza in Portland, Oregon.

Rim Semiconductor's Board of Directors has selected Feb. 27, 2006,
as the record date for determining shareholders entitled to vote
at the meeting.

At the meeting, shareholders will:

   * elect four directors to serve until the 2007 Annual Meeting
     of shareholders and their successors are elected and
     qualified;

   * ratify the appointment of Marcum & Kliegman, LLP, as the
     company's independent public accountants;

   * approve an amendment to Article IV of the company's Articles
     of Incorporation to increase Rim Semiconductor's authorized
     common stock from 500 million shares to 900 million shares;

   * approve an amendment to Section B(2) of Article IV of the
     company's Articles of Incorporation relating to Rim
     Semiconductor's preferred stock;

   * approve an amendment to Article IV of the company's Articles
     of Incorporation to delete Paragraph (C) of Article IV --
     regarding the reverse stock split effected by the Corporation
     in 2000;

   * amend the company's Articles of Incorporation to cancel the
     designations of Rim Semiconductor's Series A through G
     preferred stock; and

   * transact any other business that properly comes before the
     meeting.

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.


RISK MANAGEMENT: Court Sets March 17 as Special Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, has established March 17, 2006, as the special
bar date for filing litigation claims against Risk Management
Alternatives, Inc., and its debtor-affiliates.  

The Debtors asked the Court to fix the Special Litigation Claims
Bar Date to provide the 42 litigation claimants ample time within
which to prepare and file their proofs of Claim.

The Debtors told the Court they don't think the 42 litigation
claimants received notice of the October 31, 2005 general claims
bar date.  The Debtors will make sure notice of this special bar
date is served on them and their counsel.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial  
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  Ronald E. Gold, Esq., at
Frost Brown Todd LLC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and between $50 million to $100 million in debts.


RONALD OLZMANN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ronald Kurt Olzmann
        4649 Brafferton
        Bloomfield Hills, Michigan 48302

Bankruptcy Case No.: 06-41988

Chapter 11 Petition Date: February 21, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Michael I. Zousmer, Esq.
                  Nathan, Neuman, Nathan & Zousmer, P.C.
                  29100 Northwestern Highway, Suite 260
                  Southfield, Michigan 48034
                  Tel: (248) 351-0099
                  Fax: (248) 351-0487
                  
Total Assets: $525,900

Total Debts:  $3,940,042

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Flagstar Bank                                         $1,981,000
5151 Corporate Drive
Troy, MI 480982639

Tricounty Bank                                          $675,000
c/o Douglas S. Touma
316 McMorran Boulevard
Port Huron, MI 48060

Larry Mullins                                           $325,000
c/o Dilger & Semaan, PC
410 West University Drive
Rochester, MI 48307

Credit Union One              4649 Brafferton           $239,290
400 East Nine Mile Road       Value of security:
Ferndale, MI 48220            $400,000

Michigan Dept. of Treasury                              $109,444

Infistar                      Credit card purchases     $101,506

MBNA                          Credit card purchases      $41,120

MBNA                          Credit card purchases      $26,430

Alan R. Miller, P.C.          Legal Fees                 $25,000

National City                 Credit card purchases      $24,000

MBNA                          Credit card purchases      $18,160

MBNA                          Credit card purchases      $17,985

Capital One                   Credit card purchases      $12,413

National City                 Credit card purchases      $12,000

Advanta                       Credit card purchases      $11,542

First Equity                  Credit card purchases      $10,900

Bank of America               Credit card purchases       $9,580

MBNA                          Credit card purchases       $7,800

Bank One                      Credit card purchases       $5,000

Chase                         Credit card purchases       $4,427


RUSSELL CORP: Discloses Fourth Quarter Financial Results
--------------------------------------------------------
Russell Corporation (NYSE: RML) reported fiscal 2005 fourth
quarter sales of $354.6 million, an increase of 6.2% over the
$334.0 million reported in the same period a year ago.  The
Company reported earnings of $11.8 million.  Net income in the
fourth quarter of 2005 was impacted by a tax benefit in the
quarter.

Sales for the quarter ended December 31, 2005 included $27 million
in incremental sales from Brooks, the only acquisition owned for
less than a year.  Beyond Brooks, sales gains were strongest in
the Artwear business, which experienced growth in the quarter in
the mid-teens.

Gross profit for the fourth quarter of 2005 was $99.9 million, or
a 28.2% gross margin as a percent of sales, versus a gross profit
of $97.1 million, or a 29.1% gross margin, in the prior year.  The
positive impact of increased unit volumes in Artwear and higher
margins associated with Brooks was generally offset by a shift in
product mix and increased year-over-year costs for polyester,
transportation and energy.  Losses at Huffy Sports also negatively
affected results.

For the 2005 fourth quarter, selling, general and administrative
expenses were up $6.2 million to $79.9 million. Excluding the SG&A
associated with Brooks, these expenses were lower than a year ago.  
For the quarter, the Company reported operating income of
$19.5 million, versus $24.9 million in the same quarter last year.     

During the quarter, the Company recognized the majority of its
profits in lower tax countries.  The Company benefited from
significantly improved profitability in its RLA Manufacturing
subsidiary, responsible for the management of Russell's Latin
American manufacturing operations.  Additionally, Spalding
experienced a greater proportion of its profits outside the U.S.
through its international licensing subsidiary, based in Ireland.   
With a greater proportion of profits in these areas, the effective
tax rate was significantly reduced in the quarter versus prior
year.  The Company also benefited from a one-time resolution of
certain tax matters relating to previous years.

                      Year-to-Date Results

For the full year ended December 31, 2005, net sales increased
$136.4 million to $1.435 billion, a 10.5% increase over the
prior year's sales of $1.298 billion.  Excluding the sales
from acquisitions owned for less than a year, sales were
$1.271 billion.

"As indicated earlier, we were disappointed in our 2005 financial
results.  Despite certain areas of our business having record
performances, such as international apparel and Brooks, we did
experience disappointing sales overall in our Sporting Goods
segment.  Unfilled orders earlier in the year contributed to
weaker sales results for the balance of the year for Russell
Athletic.  Additionally, sales weakness in Mossy Oak continued
throughout the year, with declines of approximately 20 percent
from 2004," said Jack Ward, chairman and chief executive officer.

Gross profit was $393.6 million, or a 27.4% gross margin as a
percent of sales, for fiscal 2005 versus a gross profit of
$363.9 million, or a 28.0% gross margin, in the prior year.  SG&A
expenses for fiscal 2005 were $311.1 million, or 21.7% of net
sales, versus $270.3 million, or 20.8% of net sales, in fiscal
2004.  Excluding the acquisitions owned for less than a year, SG&A
was 21.0% of sales in 2005.

Operating income in 2005 was $84.4 million versus $100.8 million
last year.  With the impact of the tax benefit in the fourth
quarter, the effective rate for the year was approximately 21%,
yielding net income for fiscal 2005 of $34.4 million.  Net income
for 2004 was $47.9 million.

                             Outlook

"We feel positive about our many growth opportunities and our cost
reduction initiatives outlined in January.  We also have already
begun to see the benefits from our lean manufacturing initiatives
and have experienced a broad base of support for these efforts
throughout our operations," said Mr. Ward. "Russell's brands
remain solidly positioned with our customers, and we continue to
build on our reputation for quality, authenticity and performance,
particularly with our primary brands, Spalding, Russell Athletic,
Jerzees and Brooks."

The Company reaffirmed its previous annual guidance for 2006.
Russell expects sales for fiscal 2006 to be in the $1.450 billion
to $1.480 billion range.  As previously announced,

Additionally, the Company expects to record an effective tax rate
for 2006 of 30% or less.

Russell Corporation -- http://www.russellcorp.com/-- makes and  
distributes branded athletic and sporting goods company marketing
athletic apparel, uniforms, footwear and equipment for a wide
variety of sports, outdoor and fitness activities.  The Company's
major brands included in the Sporting Goods Segment are: Russell
Athletic(R), Spalding(R), Brooks(R), Huffy Sports(R), Bike(R),
Moving Comfort(R), AAI(R) and Mossy Oak(R).  The predominant brand
in the Activewear segment is JERZEES(R).  The Company's common
stock is listed on the New York Stock Exchange under the symbol
RML.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Moody's Investors Service downgraded the debt ratings of Russell
Corp.  The rating action reflects the medium term impact on
Russell's financial position of lowered performance guidance for
the seasonally important second half of this year, following an
unexpectedly weak second quarter.  These ratings were downgraded:

   * Corporate family rating to B1 from Ba3,
   * Senior secured debt rating to Ba3 from Ba2,
   * Senior unsecured debt rating to B2 from B1,

Moody's said the outlook is stable.


SCOTTISH RE: Earns $58.5 Million in Quarter Ended Dec. 31
---------------------------------------------------------
Scottish Re Group Limited (NYSE: SCT) reported that net income
available for the quarter ended Dec. 31, 2005, was $58.5 million,
as compared to $21.0 million for the prior year period.  

Net income available for the year ended Dec. 31, 2005, was
$125.4 million as compared to $71.4 million for the prior year
period.

Net operating earnings were $50.8 million for the quarter ended
Dec. 31, 2005, as compared to $26.8 million for the prior year
period.  Net operating earnings was $130.1 million for the
year ended Dec. 31, 2005, as compared to $80.4 million for the
prior year period.

"Net operating earnings available to ordinary shareholders" is a
non-GAAP measurement.  The Company determines net operating
earnings available to ordinary shareholders by adjusting net
income available to ordinary shareholders by net realized capital
gains and losses and the change in value of embedded derivatives,
as adjusted for the related effects upon the amortization of
deferred acquisition costs, and taxes related to these items as
well as acquisition-related due diligence costs in 2004.  While
these items may be significant components in understanding and
assessing the Company's consolidated financial performance, the
Company believes that the presentation of net operating earnings
available to ordinary shareholders enhances the understanding of
its results of operations by highlighting earnings attributable to
the normal, recurring operation of its reinsurance business.  
However, net operating earnings available to ordinary shareholders
are not a substitute for net income determined in accordance with
GAAP.

"We are very pleased with the results for the quarter ended
Dec. 31, 2005.  With this strong performance, we have met our
earnings guidance for both the quarter and full year and
significantly enhanced the return on equity to our shareholders.  
These quality earnings were driven by the excellent contribution
made from our traditional reinsurance business in North America
but performance from all areas of the business was solid for the
period.  In addition, I am particularly pleased with the
successful completion of the integration of the ING business and
the migration of our administration operations from Charlotte to
Denver.  Finally, the capital market transactions completed in
December capped an excellent year for our Company and I look
forward to carrying this momentum into 2006," Scott E. Willkomm,
President and Chief Executive Officer of Scottish Re Group Limited
said.

Total revenues for the quarter increased to $675.0 million from
$211.1 million for the prior year period, an increase of 220%.  
Excluding realized gains and losses and the change in value of the
embedded derivatives, total revenues for the quarter increased to
$666.0 million from $211.6 million for the prior year period, an
increase of 215%.  Total revenues for the year ended Dec. 31,
2005, increased to $2.3 billion from $814.4 million for the
prior year, an increase of 182%.  Excluding realized gains and
losses and the change in value of the embedded derivatives, total
revenues for the year increased to $2.3 billion from $818.1
million for the prior year, an increase of 181%.

Total benefits and expenses increased to $615.8 million for the
quarter from $200.1 million, an increase of 208%.  For the year
ended Dec. 31, 2005, total benefits and expenses increased to
$2.2 billion from $758.9 million, an increase of 188%.  The
increases in revenues and expenses were principally driven by the
acquisition on Dec. 31, 2004, of the ING individual life
reinsurance business and growth in the Company's reinsurance
business in North America.

The Company's total assets were $12.0 billion as of Dec. 31, 2005.
The core investment portfolio, comprising fixed maturity
investments, preferred stock and most of the cash and cash
equivalents, totaled $6.8 billion, and had an average quality
rating of "AA", an effective duration of 2.9 years and a weighted
average book yield of 4.9%.  This compares with a portfolio
balance of $4.3 billion, an average quality rating of "AA-",
effective duration of 3.8 years and an average book yield of 4.2%
as of Dec. 31, 2004.

As of Dec. 31, 2005, the Company had approximately $1 trillion of
life reinsurance in force covering 13.5 million lives with an
average benefit per life of $76,000 in our North American
operations.  As of Dec. 31, 2004, the Company had just over
$1 trillion of life reinsurance in force covering 14.2 million
lives with an average benefit per life of $71,000 in our North
American operations.

On Dec. 21, 2005, the Company closed its second securitization of
excess reserves offering $455 million of 30-year maturity
securities through Orkney Re II plc, an Irish special purpose
vehicle.  Consistent with the first securitization, the securities
have recourse only to Orkney Re II and not to any other Scottish
Re entity.

On Dec. 23, 2005, the Company completed a public offering of
7,660,000 shares (which includes the over allotment option of
1,410,000 shares) priced at $24.00 per share which yielded net
proceeds of $174.1 million.  

                      Equity Sale Agreements

In addition, the Company entered into forward equity sale
agreements with Bear, Stearns & Co. Inc. and Lehman Brothers Inc.,
who agree to pay the Company $75 million in the third quarter of
2006 and an additional $75 million in the fourth quarter of 2006,
subject to the Company's right to receive a portion of such
payment prior to the settlement dates.  

In exchange, on each of such dates the Company has the option to
deliver to Bear, Stearns & Co. Inc. and Lehman Brothers Inc. a
variable number of ordinary shares based on the average market
price of the ordinary shares, subject to a floor price of $22.80
and a cap price of $28.80.

Dean E. Miller, Chief Financial Officer, noted "Within just twelve
months of purchase, the Company has successfully and fully
integrated the ING business and secured permanent funding for more
than 40% of Regulation XXX reserve requirements associated with
the block of business.  These accomplishments clearly illustrate
the Company's operational and financial effectiveness when large
blocks of business are acquired."

Scottish Re Group Limited -- http://www.scottishre.com/-- is a  
global life reinsurance specialist.  Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland,
Grand Cayman, Windsor, England and a representative office in
Singapore.  Its flagship operating subsidiaries include Scottish
Annuity & Life Insurance company (Cayman) Ltd. and Scottish Re
(U.S.), Inc., Scottish Re Limited, and Scottish Re Life
Corporation.  Scottish Re Capital Markets, Inc., a member of
Scottish Re Group Limited, is a registered broker dealer that
specializes in securitization of life insurance assets and
liabilities.

                            *   *   *

As reported in the Troubled Company Reporter on Jun. 28, 2005,
Fitch Ratings assigned a 'BB+' rating to Scottish Re's (NYSE: SCT)
new issuance of noncumulative preferred stock.  Fitch also
affirmed SCT's 'BBB' long-term issuer rating and the ratings on
all outstanding debt.  The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Jun. 29, 2005,
Moody's Investors Service assigned a Ba1 rating to Scottish Re
Group Limited's Non-Cumulative Perpetual Preferred Stock to be
issued under its universal shelf.  The proceeds of the Preferred
Stock will be substantially used for general corporate purposes.  
The outlook for the preferred stock ratings is negative, in line
with other SCT ratings.


SI TANKA: Judge Hoyt Dismisses Chapter 11 Proceeding
----------------------------------------------------
The Hon. Irvin N. Hoyt of the U.S. Bankruptcy Court for
the District of South Dakota dismissed Si Tanka University's
chapter 11 case.  

The Associated Press reports that the chapter 11 trustee had asked
the Court to either dismiss the case or convert it into a chapter
7 liquidation proceeding.  Judge Hoyt said that the only reason to
convert a case to chapter 7 would be if there were sufficient
assets to liquidate for the benefit of unsecured creditors.  As it
turns out, the AP relates, there's not enough value to permit a
dividend to unsecured creditors

Judge Hoyt dismissed the case despite the objection of the
Debtor's unpaid former faculty members.  Judge Hoyt concluded that
creditors may try to obtain relief in state court, the newswire
relates.

Based in Eagle Butte, South Dakota, Si Tanka University --
http://www.sitanka.edu/operates a university.  The Debtor filed  
for chapter 11 protection on Apr. 9, 2005 (Bankr. D. S. Dak. Case
No. 05-30027).  Clair R. Gerry, Esq., and Laura L. Kulm Ask, Esq.
at Stuart, Gerry & Schlimgen, Prof LLC, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $100,000 and
$500,000 and debt between $1 million and $10 million.


SOLUTIA INC: Financial Projections Under Joint Chapter 11 Plan
--------------------------------------------------------------
Solutia, Inc.'s management prepared projected financial
statements with the assistance of Rothschild, the Debtors'
financial advisors.  The Projections are based on, among other
things:

    (a) current and projected market conditions in each of
        Reorganized Solutia's markets;

    (b) the ability to maintain sufficient working capital to fund
        operations;

    (c) final approval of the Exit Financing; and

    (d) confirmation of Solutia's Joint Plan of Reorganization.

The Debtors project they will continue to earn income in 2006
through 2010:

       Actual 2003       ($987,000,000)
       Actual 2004       ($316,000,000)
       Actual 2005          $8,000,000
       Projected 2006     $587,000,000
       Projected 2007     $108,000,000
       Projected 2008     $110,000,000
       Projected 2009     $148,000,000
       Projected 2010     $163,000,000

The Debtors also project that they will maintain $25,000,000 in
cash and cash equivalents for the years ended 2006 through 2010.

                       Reorganized Solutia Inc.
                 Projected Fresh Start Balance Sheet
                           (In Millions)

                   Projected    Debt         Exit         Reorganized
                   30-Jun-06    Discharge    Financing    30-Jun-06
                   Balance      & Reclass-   Facility     Fresh Start  Balance
                   Sheet        ifications   Transactions Adjustments  Sheet
                   ---------    ----------   ------------ -----------  -----------
Assets
Current Assets:

Cash & Cash
Equivalents             $95        ($310)         $444            -        $229

Trade Receivables       322            -             -            -         322

Inventories             261            -             -            -         261

Prepaid Expenses
& Other Assets          105            -             -            -         105
                    --------     --------      --------     --------   --------
Total                  $783        ($310)         $444            -        $917
                    --------     --------      --------     --------   --------
Property, Plant
& Equipment, net        819            -             -            -         819

Investment in
Affiliates              201            -             -            -         201

Other Assets            204          250            36        1,759       2,249
                    --------     --------      --------     --------   --------
TOTAL ASSETS         $2,007         ($60)         $480       $1,759      $4,186
                    ========     ========      ========     ========   ========
Liabilities &
Shareholders'
Equity (Deficit)

Current
Liabilities:

Accounts
Payable                $202            -             -            -        $202

Accrued
Liabilities             216          $17             -            -         233

Short-term Debt         370            -         ($370)           -           -
                    --------     --------      --------     --------   --------
Total                  $788          $17         ($370)           -        $435
                    --------     --------      --------     --------   --------
Long-Term Debt          291           20           850            -       1,161

Other Liabilities       256        1,201             -          133       1,590

Liabilities
Subject to
compromise            2,123       (2,123)            -            -           -
                    --------     --------      --------     --------   --------
TOTAL
LIABILITIES          $3,458        ($885)         $480         $133      $3,186
                    --------     --------      --------     --------   --------
Shareholders'
Deficit:

Common Stock              1            -             -           (1)          -

Additional
Contributed
Capital                  56          250             -           69       1,000

Treasury Stock         (251)           -             -          251           -

Net Deficiency
of Assets at
Spin-off               (113)           -             -          113           -

Accumulated Other
Comprehensive
Loss                    (89)           -             -           89           -

Accumulated
Deficit              (1,055)         575             -          480           -
                    --------     --------      --------     --------   --------
Total               ($1,451)        $825             -       $1,626      $1,000
                    --------     --------      --------     --------   --------
TOTAL
LIABILITIES
& SHAREHOLDERS'
EQUITY (DEFICIT)     $2,007         ($60)         $480       $1,759      $4,186
                    ========     ========      ========     ========   ========

A full-text copy of Solutia's Financial Projections is available
for free at http://ResearchArchives.com/t/s?5b9

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Liquidation Analysis Under Joint Chapter 11 Plan
-------------------------------------------------------------
Jeffry N. Quinn, president and chief executive officer of
Solutia, Inc., relates that the Debtors have prepared a
liquidation analysis to create a reasonable good-faith estimate
of the proceeds that might be generated if they were liquidated
under Chapter 7 of the Bankruptcy Code.

If no Chapter 11 Plan is confirmed, the Debtors' Chapter 11 cases
would be converted to cases under Chapter 7 of the Bankruptcy
Code.  In this event, a trustee will be appointed to liquidate
the Debtors' assets.

According to Mr. Quinn, the Liquidation Analysis is based on
Solutia's balance sheet as of August 31, 2005, and assumes that
the Debtors would commence Chapter 7 liquidation on June 30,
2006, continuing to a maximum of 12 months.

In the Liquidation Analysis, it is assumed that each of the
Debtors' plants will be shut down and marketed for sale
separately.  A 30% discount will be applied to the going-concern
value of both the Pharmaceutical Services Division and the
Debtors' 50% joint venture ownership of Flexsys LP, to reflect a
distressed sale.

The proceeds of the sale transactions are netted against certain
costs associated with potential plant shutdowns.  The Debtors'
liquidation costs under Chapter 7 would include fees payable to a
Chapter 7 trustee, as well as costs payable to professionals.

The estimated net would be conveyed to the Debtors' creditors.
Under the absolute priority rule, no junior creditor would
receive any distribution until all senior creditors are paid in
full, and no equity holder would receive any distribution until
all creditors are paid in full.

After consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to
creditors, including:

    (i) the increased costs and expenses of a liquidation under
        Chapter 7 arising from fees payable to a trustee in
        bankruptcy and professional advisors to that trustee,

   (ii) the erosion in value of assets in a Chapter 7 case in the
        context of the expeditious liquidation required under
        Chapter 7, and

  (iii) potential increases in Claims which may arise in a
        liquidation,

Mr. Quinn asserts that the proposed Plan will provide creditors
with a recovery that is not less than creditors would receive
pursuant to a liquidation of the Debtors' assets under Chapter 7
of the Bankruptcy Code.

                       LIQUIDATION ANALYSIS
                          (In Millions)

                        Asset Value Summary

                         Book Value
                           as of      Hypothetical  Estimated
                         08/31/2005     Recovery    Liquidation
                         ----------   ------------  -----------

Cash & Equivalents             $95         100%            $95
Accounts Receivable          261.3          84%          219.6
Inventory                    426.9        75.7%            323
Net Fixed Assets               714        89.6%            640
Intangible Assets, Net       111.5        99.6%            111
Value of Pharma               38.7       147.6%           57.1
Other Current Assets          97.3        21.9%           21.3
Other Non-current Assets     127.8          15%           19.2
Value of Flexsys'
   50% Ownership             172.6       177.9%          307.1
                         ==========   ============  ===========
Total Assets              $2,045.1                    $1,793.4

Less: Liquidation Fees
  & Expenses
   Ch 7 Trustee Fees                                       (51)
   Ch 7 Professional Fess                                  (12)
   Employee Expenses
      & Operating Costs                                  (89.8)
                                                   -----------
                                                        (152.8)

Net Estimated
   Liquidation Proceeds                               $1,640.6
                                                   -----------
Present Value of
   Liquidation Proceeds                               $1,566.7
                                                   ===========

                       Distribution Analysis
                           (In Millions)

                                        Estimated   Estimated
                                        Allowable  Liquidation
                                         Claims       Value
                                        ---------  ------------

Present Value of Proceeds
    for Distribution                                   $1,566.7
                                                   ------------
Less: Superpriority Admin. Claims

    DIP Claims                               $420

    Hypothetical Recovery Percentage          100%       (420.0)
                                        ---------  ------------
Gross Proceeds after
    Superpriority Claims                               $1,146.7

Less: Secured Claims
    Senior Secured Notes                    234.5
    Maryville Lease Facility                 21.4
    Euronotes                                 249
    Other Secured Claims                     13.7
                                        ---------  ------------
Total Secured Claims                       518.6
Hypothetical Recovery Percentage             100%        (518.6)
                                        ---------  ------------
Proceeds Available after
    Secured Claims                                       $628.1

Less: Admin & Priority Claims
    Chapter 11 Postpetition Accounts          233
    Chapter 11 Admin & Priority Expense      54.5
    Chapter 11 Priority Tax Claims            2.3
    Environmental Remediation               212.5
                                        ---------  ------------
Total Admin & Priority Claims              502.3
Hypothetical Recovery Percentage             100%        (502.3)
                                        ---------  ------------
Proceeds Available After
    Admin & Priority Claims                               125.8

Less: Total Unsecured Claims
    Monsanto Claims                           TBD
    Pension - PBGC                          972.1
    OPEB                                    484.5
    2027 Debentures                         303.7
    2037 Debentures                         151.7
    Other                                   359.9
                                        ---------  ------------
Total Unsecured Claims                   2,271.9
Hypothetical Recovery Percentage             5.5%      (2,271.9)
                                        ---------  ------------
Net Estimated Deficiency                               (2,146.1)
                                                   ============

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Plans Estimates Claims at 20x Less Amounts Asserted
----------------------------------------------------------------
Solutia Inc.'s Plan of Reorganization reflects a significant
reduction in the amount of estimated Allowed Claims:

Solutia filed its Plan of Reorganization and Disclosure Statement
with the Bankruptcy Court for the Southern District of New York on
February 14, 2006.  The filing of the Plan of Reorganization is
supported by the Official Committee of Unsecured Creditors,
Monsanto Company (NYSE: MON), Pharmacia Corporation, and the
Official Committee of Retirees.

             Asserted and Estimated Claims by Category

                                            Estimated Amount
    Claims Class        Asserted Amount     of Allowed Claims
    ------------        ---------------     -----------------
    Administrative           $2,000,000       $1-$1.5 million
    Priority                $62,000,000     $2.3-$2.8 million
    Secured                $938,000,000     $245-$255 million
    Unsecured           $26,980,000,000   $800MM-$1.0 billion
    ------------        ---------------   -------------------
    Solutia Total       $27,990,000,000   $1.05-$1.25 billion
    ------------        ---------------   -------------------
    Axio Claims              $6,600,000                   N/A
    ------------        ---------------   -------------------
    TOTAL               $28,000,000,000   $1.05-$1.25 billion
    ------------        ---------------   -------------------

The Plan groups claims against and equity interests in the
Debtors into 16 classes:

Class  Description                 Claim Treatment
-----  -----------                 ---------------
  N/A   Administrative              Paid in full, in Cash.
        Claims

  N/A   Priority Tax Claims         Paid in full, in cash.

   1    Priority Non-Tax Claims     Paid in full, in cash.
                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $50,000 to $100,000

                                    Recovery: 100%

   2    Secured Claims              Each Claim will either be:

                                    (a) reinstated;

                                    (b) paid in full, in Cash;

                                    (c) satisfied by the Debtors'
                                        surrender of collateral;

                                    (d) offset against the
                                        Debtors' claim against
                                        the holder of Secured
                                        Claim; or

                                    (e) rendered unimpaired to the
                                        extent of a different
                                        agreed treatment.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $40,000,000 to $50,000,000

                                    Recovery: 100%

   3    Senior Secured              For the benefit of all claim
        Notes Claims                holders, Reorganized Solutia
                                    will pay cash to the trustee
                                    of the Senior Secured Note
                                    Claims; or reinstate the
                                    claims.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $203,400,000

                                    Recovery: 100%

   4    Convenience Claims          Paid in full, in Cash.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $1,000,000 to $2,500,000

                                    Recovery: 100%

   5    NRD Claims                  NRD Claims will be reinstated.
                                    After which, the Claims will
                                    be liquidated and allocated
                                    between Reorganized Solutia
                                    and Monsanto.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: 100%

   6    Insured Claims              Holder will be entitled to
                                    receive the proceeds of any
                                    insurance policies.  If
                                    insufficient, the holder will
                                    be entitled to an allowed
                                    general unsecured claim for
                                    the remaining amount not
                                    satisfied by the proceeds of
                                    the insurance policies.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: 100%

   7    Tort Claims                 Under Monsanto's financial
                                    responsibility.

                                    Unimpaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

   8    Monsanto Claims             Will be treated in accordance
                                    with the Global Settlement.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: N/A

   9    Legacy Site Claims          Under Monsanto's financial
                                    responsibility.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: N/A

  10    General Unsecured Claims    Each Holder will receive a Pro
                                    Rata share of the GUC Stock
                                    Pool.  Each Holder will be
                                    entitled to participate in the
                                    Rights Offering.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $800,000,000 to $1,000,000,000

                                    Recovery: 48% to 56%

  11    Retiree Claims              Reorganized Solutia will
                                    contribute all of the Pool C
                                    Common Stock to a trust for
                                    the Retirees.  The Retirees
                                    Committee is deemed the holder
                                    of the Retiree Claim.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $35,000,000

                                    Recovery: 42% to 52%

  12    Non-Debtor Intercompany     Each claim will be reduced to
        Claims                      60%, and the remaining 40%
                                    will be reinstated.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $108,000,000

  13    Debtor Intercompany         Claims will either be:
        claims
                                    (a) eliminated; or

                                    (b) discharged without
                                        distributions.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount:
                                    $2,440,000,000

                                    Recovery: 0%

  14    Axio Claims                 No distribution.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: 0%

  15    Security Claims             No distribution.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: 0%

  16    Equity Interests            No distribution.

                                    Impaired.

                                    Estimated Aggregate
                                    Allowed Amount: N/A

                                    Recovery: 0%

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SONIC AUTOMOTIVE: Completes New $1.2 Billion Credit Facility
------------------------------------------------------------
Sonic Automotive, Inc. (NYSE: SAH) entered into a new $1.2 billion
four-year revolving syndicated credit facility with 14 financial
institutions.  This new credit facility replaces Sonic's existing
$550 million revolving credit facility and a portion of Sonic's
existing floorplan financing arrangements.

Under the terms of the agreement:

    * up to $700 million of the syndicated credit facility is
      available for new vehicle inventory floorplan financing,

    * up to $150 million is available for used vehicle inventory
      floorplan financing, and

    * up to $350 million is available for working capital and
      general corporate purposes, including acquisitions.

Sonic has the ability over the term of the new facility to expand
the facility to provide up to $1.45 billion in total credit
availability upon satisfaction of certain conditions.

The lending syndicate is comprised of:

    * three manufacturer-affiliated finance companies:

         -- Toyota Motor Credit Corporation,
         -- BMW Financial Services NA, LLC, and
         -- Nissan Motor Acceptance Corporation; and

    * 11 commercial banks and other lending institutions:

         -- Bank of America, N.A.,
         -- JP Morgan Chase Bank,
         -- Wachovia Bank,
         -- Comerica Bank,
         -- Sovereign Bank, SunTrust Bank,
         -- Fifth Third Bank,
         -- General Electric Capital Corporation,
         -- Key Bank,
         -- World Omni Financial Corporation, and
         -- Carolina First Bank.

The syndication was arranged through Banc of America Securities
LLC and JPMorgan Securities, Inc.

Sonic also anticipates entering into or renewing separate credit
arrangements with:

    * BMW Financial Services NA, LLC,
    * DaimlerChrysler Services North America LLC,
    * Ford Motor Credit Company and
    * General Motors Acceptance Corporation,

for floorplan financing.  These separate floorplan facilities are
anticipated to provide a total of approximately $620 million of
availability to finance new vehicle inventory purchased from the
respective manufacturer affiliates of these captive finance
companies.

Jeffrey C. Rachor, Sonic's President and Chief Operating Officer
stated, "The completion of this facility increases the sources of
long-term, attractively priced capital for Sonic.  The combination
of commercial lending institutions and manufacturer-affiliated
finance companies participating in our floorplan and other
financing facilities demonstrates the broad attractiveness of the
automotive retailing sector.  Many of these entities have been
outstanding financing partners for our Company for many years. We
look forward to continuing to build on those relationships while
also welcoming new lenders to our Company.  We believe this new
credit facility provides us with a stable capital structure for
the foreseeable future and we can focus our efforts on
successfully deploying that capital consistent with the more
measured acquisition strategy we have previously communicated to
the marketplace."

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
-- http://www.sonicautomotive.com/-- is one of the largest  
automotive retailers in the United States operating 177 franchises
and 38 collision repair centers.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2005,
Moody's Investors Service assigned a B3 to Sonic Automotive's new
convertible senior subordinated notes, and affirmed existing
ratings.  The outlook is stable.  The net proceeds from the
convertible notes were expected to be used to repay a portion of
approximately $260 million outstanding under the $550 million
revolving credit facility, which may be reborrowed and utilized
for general corporate purposes, including acquisitions.

The B3 rating of the convertible senior subordinated notes
reflects:

   1) the contractual subordination of the notes to floor plan
      obligations and the secured credit facility, which are
      collateralized by new vehicle inventory and related accounts
      receivable;

   2) minimal, if any, asset coverage; and

   3) the lack of operating company guarantees.


SPANISH BROADCASTING: Repays Second Lien Credit Facility
--------------------------------------------------------
Spanish Broadcasting System, Inc. (Nasdaq: SBSA) paid its Second
Lien Credit Facility in full.  The company used approximately $101
million of net cash proceeds received from the sale of its Los
Angeles radio stations KDAY-FM and KDAI-FM to Styles Media,
completed on Jan. 31, 2006.

Joseph A. Garcia, Chief Financial Officer, commented, "This is a
significant step in our deleveraging plan, which reduces our
interest expense by approximately $9 million and strengthens our
balance sheet.  Moving forward, we will continue to assess our
financial position with the goal of maintaining a strong balance
sheet and financial flexibility."

On June 10, 2005, Spanish Broadcasting System entered into the
Second Lien Credit Facility that provided for a $100 million term
loan scheduled to mature on June 10, 2013, with a prepayment
premium of 1%, if the full amount of such term loan was paid with
the proceeds of the Styles Media Asset Sale proceeds on or before
June 10, 2006.

Headquartered in Coconut Grove, Fla., Spanish Broadcasting System,
Inc. -- http://www.spanishbroadcasting.com/-- is the largest  
Hispanic-controlled radio broadcasting company in the United
States.  SBS owns and operates 20 radio stations located in the
top Hispanic markets of New York, Los Angeles, Miami, Chicago, San
Francisco and Puerto Rico, including the #1 Spanish-language radio
station in America, WSKQ-FM in New York City, as well as 3 of the
Top 4 rated radio stations airing the Tropical, Regional Mexican,
Spanish Adult Contemporary and Hurban format genres and the
highest billing Latino-formatted stations in each of the three
largest U.S. Hispanic markets.  The Company also produces live
entertainment concerts and events throughout the U.S. and Puerto
Rico.  On July 13, 2005, the Company announced the acquisition of
WDLP-TV, a full-power television station serving South Florida
that is expected to close by March 2006.  The Company also
operates LaMusica.com, a bilingual Spanish-English online site
providing content related to Latin music, entertainment, news and
culture.

                           *     *     *


Spanish Broadcasting System, Inc.'s $25 million revolving credit
facility due 2010 carries Standard & Poor's B+ rating.


STANDARD PACIFIC: S&P Affirms Subordinated Notes' Rating at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Standard Pacific Corp.  At the same time, the
'BB' rating on the company's senior unsecured notes and the 'B+'
rating on its subordinated notes are also affirmed, affecting
$1.25 billion of rated securities.  The outlook is positive.
      
"The ratings and outlook acknowledge Standard Pacific's solid
market position, expanded operating platform, and conservative
financial risk profile.  These strengths are somewhat tempered by
the company's sizable investment in joint ventures," explained
Standard & Poor's credit analyst George Skoufis.  "Standard
Pacific has grown substantially over the past few years, and in
fiscal 2005 the company generated $4.0 billion in revenues from
11,411 deliveries.  While Standard Pacific has historically been a
California-based move-up homebuilder, much of its recent growth
has come from newer markets, with more than 50% of 2005 deliveries
generated from its Florida and Arizona communities."
     
Standard Pacific remains well positioned in some of the strongest
homebuilding markets in the country, and the company's strong
balance sheet and land position provide a solid platform to fuel
internal growth.  Standard & Poor's will closely monitor the
company's entry into some new markets.  

A one-notch upgrade would be warranted if Standard Pacific:

   * continues to post solid operating results amidst the backdrop
     of a more tempered housing market coupled with rising
     material and labor costs;

   * balances its investment and share repurchase activity to
     preserve its sound financial risk profile; and

   * appropriately structures its future joint venture
     investments.


STEPHENS COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Stephens Company
        6415 Allegheny Street
        Houston, Texas 77021

Bankruptcy Case No.: 06-30674

Type of Business: The Debtor provides floor covering products and
                  services to Southwest dealers and contractors.  
                  See http://www.thestephenscompany.com/

Chapter 11 Petition Date: February 21, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Thomas S. Henderson, Esq.
                  Lynn Chuang Kramer, Esq.
                  Patrick E. Griffin, Esq.
                  Munsch Hardt Kopf & Harr, P.C.
                  700 Louisiana, Suite 4600
                  Houston, Texas 77002
                  Tel: (713) 222-1470
                  Fax: (713) 222-1475

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Penske (DA)                   Lessor - trucks           $175,000
P.O. Box 802577
Chicago, IL 60680

Beaulieu Carpets              Goods and/or services     $160,081
P.O. Box 120896
Dallas, TX 75312

Tarkett, Inc.                 Goods and/or services     $160,000
1001 Yamaska East
Farnham PQJ2N1J7
Canada

Texas Cement Products         Goods and/or services     $127,656

Kronotex USA, Inc.            Goods and/or services     $127,500

Barnie Bigbie                 ESOP note claim           $116,168

MP Global Products, LLC       Goods and/or services     $112,484

Burke Mercer                  Goods and/or services     $106,825

Para-Chem, Inc.               Goods and/or services      $92,831

Ceramica Lanzi                Goods and/or services      $90,000

HISD Personal Property                                   $83,810

Kronotex Germany              Goods and/or services      $81,000

Marko Tranportation           Goods and/or services      $75,855

Petula Associates, LTD        Lessor - Dallas            $75,000
                              Warehouse judgment
                              1/31/2006

Harris County Personal                                   $71,887
Property

Time Warner Telecom           Lessor                     $63,852

Ray C. Sadler, III            ESOP note claim            $54,185

Plaza Ceramicas               Goods and/or services      $51,161

EPC America, Inc.             Goods and/or services      $43,000

Billy M. Kavanaugh            ESOP note claim            $34,449


STONE ENERGY: Moody's Puts Junk Rated $400MM Sr. Notes on Review
----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating for
Stone Energy Corp., to B2 from B1 and the ratings on the senior
subordinated notes to Caa1 from B3.  The ratings are under review
for further possible downgrade.  Moody's also affirmed Stone's
SGL-3 rating.

The ratings downgrade reflects:

   -- the company's announcement of a second significant negative
      reserve revision for fiscal 2005 which combined with the
      first announcement, results in total reserve reduction of
      nearly 30% from FYE 2004 levels despite the company's
      indication that it replaced 106% of 2005 production;

   -- Moody's estimation that leverage on the Proven Developed
      reserve base is at historically high levels;

   -- Moody's estimation of very high and unsustainable leveraged
      full cycle costs that are incompatible even at the current
      ratings;

   -- still significantly lower production due to shut-in
      production related to hurricanes Rita and Katrina;

   -- the company's estimate that overall daily production will
      remain essentially flat in 2006 compared to 2005 despite
      spending about $500 million in 2005 and projected spending
      of $360 million in 2006;

   -- several years of weak capital productivity with Moody's
      expectation that 2005 will show considerably higher
      expected finding and development figures from previous
      levels which were already unsustainable long-term.

Further, given the company's increased focus in the deepwater GOM,
future capital productivity and production trends could continue
to face inconsistencies due to the inherent higher cost and higher
risk nature of the deepwater region.

The ratings are placed under review for further downgrade pending
resolution of the Company's announcement that it received a notice
of non-compliance from 25% of the holders of the company's 6.75%
senior subordinated notes.

The notice is based on the delay in the filing of Stone's third
quarter financial statements which the company does not believe is
an actual default under the notes indenture.  However, if it is
agreed that a default has occurred, the company has 60 days from
the receipt of the notice to cure the default or risk having the
notes accelerated, which would then result in a cross-default and
acceleration under the indenture for the 8.25% senior subordinated
notes and the bank credit agreement, requiring the company to
obtain waivers.

The company filing its financials with the SEC in mid-march would
cure the default declared by the 6.75% note holders.  The
inability to either cure the default or obtain sufficient waivers
would result in a further downgrade as the company would likely
face a liquidity crunch.

The review will consider the potential for another borrowing base
reduction on the secured credit facility given the latest revision
which if significant, would put pressure on the company's near-
term liquidity.  However, if the company is successful in filing
its SEC filings as planned in March, and there is no significant
borrowing base re-determination would likely confirm the B2
Corporate Family Rating and Caa1 note rating.

Stone's ratings gain support from still strong commodity prices
that benefit the company through its unaffected or restarted
production; and a degree of diversification of production and
reserves located onshore in the more durable Rocky Mountains and
the Williston Basins.

Stone recently announced a negative 67 Bcfe revision, which
follows a 161 Bcfe negative revision back in October, not
including hurricane related revisions.  Moody's estimates that the
downward revisions have significantly increased the company's
already historically high leverage to almost $8.00/boe on the PD
reserve base assuming the company's percentage of PD's remains
similar to 2004.  Debt on the company's total proved reserve base
would move to between $11.00/boe to $12.00/boe assuming Proven
Undeveloped capex in the 2005 reserve report is similar to 2004.
Moody's estimates that average three-year all-sources F&D costs
excluding revisions to be approximately in the $19-20/boe range
assuming 2005 capital expenditures are in-line with 2004.

The affirmation of Stone's speculative grade liquidity rating at
SGL-3 reflects Moody's expectation of adequate liquidity over the
next four fiscal quarters given still supportive commodity prices,
the slow but increasing increased production from the hurricane
related shut-in GOM production, and currently ample availability
under the company's revolving credit facility. However, given the
second negative reserve revision combined with the recent fall in
natural gas prices, Moody's believes the company is exposed to
another borrowing base re-determination which could materially
reduce availability under its secured revolving credit facility.  
Though it's unlikely that Stone would be subject to a repayment
given that it currently has ample cushion, a potentially
significant reduction in borrowing capacity could materially
impact liquidity.

In the event that a significant borrowing base reduction occurs or
if the revolver lenders determine a default has also occurred
under the credit agreement resulting in the need for waivers, the
SGL-3 rating would be moved down to a SGL-4 given that revolver
access would be considered temporary and could be revoked in the
near-term.

The borrowing base of the revolving credit facility was reduced
after the company announced its initial 161/bcfe reserve write-
down to $300 million from $425 million.  The company currently
still has approximately $111million of availability assuming $13
million of historical letter of credit usage and a reported $176
million of borrowings.  The maintenance covenants under the credit
facility have considerable room with a Debt/EBITDA test of 3.25x
and a minimum tangible net worth test both of which the company is
expected to easily meet.  Stone's only visible alternate source of
liquidity is the sale of its oil and gas reserves.  Although the
reserves are not pledged to the lenders, the credit facility
contains a negative pledge and a restriction on material asset
sales, preventing the company from selling any reserves above $15
million without lender approval.

While leaving the ratings under review for possible further
downgrade, Moody's ratings actions for Stone Energy are:

   * Downgraded to B2 from B1 -- Corporate Family Rating

   * Downgraded to Caa1 from B3 -- $200 million 8.25% senior sub.
        notes due 2011

   * Downgraded to Caa1 from B3 -$200 million 6.75% senior sub.
        notes due 2014

   * Affirmed the SGL-3 Speculative Grade Liquidity Rating

Stone Energy Corp., headquartered in Lafayette, Louisiana, is
engaged in the exploration, development and production of oil and
natural gas with operations concentrated in the Gulf Coast region
and the Gulf of Mexico.


SUPERB SOUND: Court Okays Sale of Louisville Store to Phase One
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved Superb Sound, Inc.'s request to sell the assets of its
retail store located at 4600 Shelbyville Road, in Louisville,
Kentucky, free and clear of any and all liens, claims, interests,
encumbrances and charges to Phase One Orace, LLC.  The Court
entered the sale order last week.  

As reported in the Troubled Company Reporter on Feb. 8, 2006, the
Debtor negotiated a Three-Store Asset Purchase Agreement to sell
the assets of its retail stores located at 1005 Lewis and Clark
Highway, in Clarksville, Indiana, and 4600 Shelbyville Road, in
Louisville, Kentucky to Phase One Orace, LLC, for $500,000

The Debtor's request to sell the Clarksville Stores remains sub
judice.

At an auction conducted on Feb. 3, 2006, no competing bidder
topped Phase One's offer for the Louisville Assets.  The amount of
Phase One's winning bid for the single Louisville Store is not
disclosed in court records.  

The Louisville Sale Order says the Debtor is authorized to issue a
bill of sale to Phase One transferring the Louisville assets and
directs the Debtor to distribute the proceeds of the asset sale as
detailed in its sale request.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc.,
dba Ovation, Ovation Audio/Video and Ovation Home --
http://www.ovation-av.com/-- is an audio, video and mobile   
electronics specialist.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed  
$9,416,642 in assets and $14,546,796 in debts.


SURETY CO: S&P Lowers Financial Strength Rating to Bpi from BBpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Surety Co. of the Pacific to
'Bpi' from 'BBpi'.
      
"The ratings were lowered because of Surety's persistently poor
operating performance, deteriorating capitalization, extremely
high geographic concentration, and extremely high product-line
concentration," explained Standard & Poor's credit analyst Michael
Swei.
     
Headquartered in Van Nuys, California, Surety writes contractor's
license surety bonds and distributes its products primarily
through independent general agents and direct marketing.  The
company is rated on a stand-alone basis.
     
Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


TORCH OFFSHORE: Administrative Claims Bar Date Set on April 3
-------------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana set April 3, 2006, as the deadline
for filing requests for the allowance and payment of
administrative expense claims arising after Jan. 7, 2005, in
connection with Torch Offshore, Inc., and its debtor-affiliates'
bankruptcy case.  

Each proof of administrative claim must be filed using a form
available from the Debtors' counsel:

        Christopher T. Caplinger, Esq.
        601 Poydras Street Suite 2775
        New Orleans, Lousiana 70130
        Phone: (504) 568-1990
        Fax: (504) 529-7418

Proofs of Administrative Expense Claims may be filed
electronically at:

        http://www.laeb.uscourts.gov/
        https://ecf.uscourts.gov/cgi-bin/login.pl/

or by mail:

        Clerk of Court
        U.S. Bankruptcy Court
        Eastern District of Louisiana
        501 Magazine Street
        New Orleans, Louisiana 70130   

Headquartered in Gretna, Louisiana, Torch Offshore, Inc.,
provides integrated pipeline installation, sub-sea construction
and support services to the offshore oil and gas industry,
primarily in the Gulf of Mexico.  The Company and its debtor-
affiliates filed for chapter 11 protection (Bankr. E.D. La. Case
No. 05-10137) on Jan. 7, 2005.  When the Debtors filed for
protection from their creditors, they listed $201,692,648 in total
assets and $145,355,898 in total debts.


TRUST ADVISORS: Creditors Committee Taps Murtha Cullina as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Investor Creditors of Trust
Advisors Stable Value Plus Fund asks the U.S. Bankruptcy Court for
the District of Connecticut for permission to employ Murtha
Cullina LLP as its counsel, nunc pro tunc to Feb. 10, 2006.

Murtha Cullina will:

   a) provide legal advice to the Creditors' Committee with
      respect to its duties and powers in Trust Advisors' case;

   b) assist the Creditors' Committee in its investigation of the
      acts, conduct, assets, liabilities and financial conditions
      of the Debtor, the operation of the Debtors' business, and
      the desirability of the continuance of such business, and
      any other matters relevant to the case and the formulation
      of a plan of reorganization;

   c) review and analyze all applications, motions, orders and
      schedules filed with the Court by the Debtor or third
      parties, advise the Committee as to their propriety, and
      after consultation with the Committee, take appropriate
      action;

   d) assist the Creditors' Committee in the negotiation and
      formulation of a plan of reorganization;

   e) confer with the accountants and any other professionals
      retained by the Committee, if any are selected and approved,
      so as advise the Committee and the Court more fully of the
      Debtors' operations, and any potential plan of
      reorganization;

   f) assist the Creditors' Committee in seeking the appointment
      of a chapter 11 Trustee or examiner or the conversion of the
      case, if necessary; and

   g) provide other legal advice and services as are necessary to
      assist the Creditors' Committee to perform its duties under
      the Bankruptcy Code.

Rober E. Kaelin, Esq., a Murtha Cullina member, discloses the
Firm's professionals' billing rates:

        Professionals                Hourly Rates
        -------------                ------------
        Robert A. White                  $375
        Robert E. Kaelin                 $290
        Lissa J. Paris                   $320
        C. Donald Neville                $200

The Creditors' Committee believes that Murtha Cullina does not
represent an entity having an adverse interest to the Debtors'
unsecured creditors or equity investors.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


TSR IMPORTS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: TSR Imports, Inc.
        1608 Ridgeland Road West
        Mobile, Alabama 36695

Bankruptcy Case No.: 06-10195

Chapter 11 Petition Date: February 22, 2006

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  Silver, Voit & Thompson
                  4317-A Midmost Drive
                  Mobile, Alabama 36609-5507
                  Tel: (251) 343-0800

Total Assets:  Unknown

Total Debts:  $961,940

Debtor's 4 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Compass Bank                              $489,197
P.O. Box 830927
Birmingham, AL 35283-0927

Signature Designs                           $2,597
4970 Fulton Industrial
Atlanta, GA 30336

CBSi                                          $154
P.O. Box 3227
Tuscaloosa, AL 35401

Mobile County Revenue Commissioner         $46,938
P.O. Drawer 1169
Mobile, AL 36633-1169


URBAN HOTELS: Court Okays Jonathan Hayes' Retention as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
gave Urban Hotels Inc., permission to employ M. Jonathan Hayes,
Esq., of Woodland Hills, California, as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Jan. 02, 2006, Mr.
Hayes will:

    (a) advise and assist regarding compliance with the
        requirements of the U.S. Trustee;

    (b) advise regarding matters of bankruptcy law, including the
        rights and remedies of the Debtor with regard to its
        assets and with respect to the claims of creditors;

    (c) conduct examinations of witnesses, claimants or adverse
        parties and prepare and assist on the preparation of
        reports, accounts and pleadings;

    (d) give advice concerning the requirements of the Bankruptcy
        Code and the applicable rules;

    (e) assist with negotiation, formulation, confirmation and
        implementation of a chapter 11 plan;

    (f) make appearances in the Court on behalf of the Debtor;
        and

    (g) take such other action and perform such other services as
        the Debtor may require.

Mr. Hayes will bill $300 per hour for his services.  Mr. Hayes
disclosed that he already received a $25,000 retainer from the
Debtor.

Mr. Hayes confirmed that he is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140), to stop a foreclosure sale by AN Capital, Inc.  
M. Jonathan Hayes, Esq., of Woodland Hills, California, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $23,000,000 in assets
and $20,000,000 in debts.


URBAN HOTELS: Levene Neale Approved as Creditors Committee Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, approved the retention of Levene, Neale,
Bender, Rankin & Brill, LLP, as general bankruptcy counsel for the
Official Committee of Unsecured Creditors of Urban Hotels,
Inc., dba Lax Plaza Hotel.

As reported in the Troubled Company Reporter on Jan. 17, 2006,
the Committee expects Levene Neale to:

   a) render legal advice and guidance with respect to the
      Committee's powers, duties, rights and obligations;

   b) review and advise the Committee in regard to the Debtor's
      business affairs;

   c) interface with the Debtor's representatives, the U.S.
      Trustee's office and other parties-in-interest concerning
      all facets of the Chapter 11 case;

   d) assist in the protection of assets of the estate;

   e) prepare, on behalf of the Committee, such petitions,
      applications, motions, complaints, answers, orders,
      reports, memoranda and all other legal documents as may be
      necessary; and

   f) perform additional legal services as may be necessary or
      appropriate in the Debtor's chapter 11 case.

Daniel H. Reiss, Esq., a Levene Neale partner, disclosed that his
Firm's professionals bill:

        Professional                      Hourly Rate
        ------------                      -----------
        David W. Levene                          $565
        Martin J. Brill                          $565
        David L. Neale                           $495
        Ron Bender                               $495
        Craig M. Rankin                          $495
        Anne E. Wells                            $450
        Daniel H. Reiss                          $450
        Monica Y. Kim                            $450
        David B. Golubchik                       $450
        Beth Ann R. Young                        $450
        Nellwyn W. Voorhies                      $425
        Jacqueline L. Rodriguez                  $365
        Juliet Y. Oh                             $335
        Susan K. Seflin                          $335
        Ovsanna Takvoryan                        $290
        Todd M. Arnold                           $280
        Paraprofessionals                        $175

Mr. Reiss confirmed that his Firm does not hold any interest
adverse to the Committee.

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140).  M. Jonathan Hayes, Esq., of Woodland Hills,
California, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$23,000,000 in assets and $20,000,000 in debts.


USG: Asbestos PD Panel Insists PI Estimation Should Not Be Stayed
-----------------------------------------------------------------
At a hearing estimating the asbestos personal injury claims
against USG Corporation its debtor-affiliates before the U.S.
District Court for the District of Delaware on January 30, 2006,
the Honorable Joy Flowers acceded to the Official Committee of
Asbestos Property Damage Claimants' request that only a short
provisional stay of the personal injury estimation proceedings be
entered.  

The PD Committee explained to Judge Conti that it was not a party
to the agreements reached with the Official Committee of Asbestos
Personal Injury Claimants and the Future Claimants Representative
concerning the Debtors' proposed plan of reorganization.

Christopher A. Ward, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that the parties had chosen not to consult with
the PD Committee and that it was not even clear to the PD
Committee what plan treatment was being proposed in respect of
asbestos PD claims under the Proposed Plan.

The PD Committee also found numerous inconsistent and ambiguous
statements concerning the treatment of PD Claims, which left the
PD Committee unsure of what was contemplated by plan proponents
for the treatment of PD Claims under the Proposed Plan.

Mr. Ward notes that while the PD Committee has "made every effort
to engage the Debtors in a full and unexpurgated dialogue"
concerning the treatment of PD Claims under the Proposed Plan,
the Debtors simply have not appeared to hold a similar interest.

"While that may unfortunately forebode a contested confirmation
process, the PD Committee continues to believe that the mere fact
of a term sheet signed by some but not all constituencies which
are also parties to the Proceeding is an insufficient ground to
put the PI estimation proceedings on ice for the duration of the
confirmation process," Mr. Ward tells Judge Conti.

Likewise, Mr. Ward contends that the mere fact of a term sheet
ought not to have the effect of imposing on the PD Committee or
PD Claimholders the burden of proving why that proceeding should
not be stayed.  Rather, the burden should remain with the Debtors
and any other party-in-interest seeking the stay.

Accordingly, the PD Committee asks Judge Conti to deny a stay of
the PI Claims estimation proceedings.

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., Gus Kallergis, Esq., Brad B.
Erens, Esq., Michelle M. Harner, Esq., Mark A. Cody, Esq., and
Daniel B. Prieto, Esq., at Jones Day represent the Debtors in
their restructuring efforts.  Lewis Kruger, Esq., Kenneth
Pasquale, Esq., and Denise Wildes, Esq., represent the Official
Committee of Unsecured Creditors.  Elihu Inselbuch, Esq., and
peter Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered,
represent the Official Committee of Asbestos Personal Injury
Claimants.  Martin J. Bienenstock, Esq., Judy G. Z. Liu, Esq.,
Ralph I. Miller, Esq., and David A. Hickerson, Esq., at Weil
Gotshal & Manges LLP 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.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in  
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Disclosure Statement Hearing Scheduled for April 3
------------------------------------------------------------
In line with USG Corporation and its debtor-affiliates' filing of
their plan of reorganization and accompanying disclosure statement
early this month, the U.S. Bankruptcy Court for the District of
Delaware scheduled a hearing to consider approval of the
Disclosure Statement for April 3, 2006, and a hearing to consider
confirmation of the Plan beginning on June 15, 2006.

The schedule is concurrent to the implementation of the Asbestos
Agreement executed by the Debtors, the Official Committee of
Asbestos Personal Injury Claimants and the legal representative
for future asbestos claimants, regarding the resolution of all
asbestos personal injury claims and demands in the Debtors'
cases.

Under the Asbestos Agreement, the Debtors will use their
reasonable best efforts to have the effective date of their Plan
to occur on or before July 1, 2006.  In addition, the Asbestos
Agreement will terminate if the Plan does not become effective on
or before August 1, 2006.

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 afee
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., Gus Kallergis, Esq., Brad B.
Erens, Esq., Michelle M. Harner, Esq., Mark A. Cody, Esq., and
Daniel B. Prieto, Esq., at Jones Day represent the Debtors in
their restructuring efforts.  Lewis Kruger, Esq., Kenneth
Pasquale, Esq., and Denise Wildes, Esq., represent the Official
Committee of Unsecured Creditors.  Elihu Inselbuch, Esq., and
peter Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered,
represent the Official Committee of Asbestos Personal Injury
Claimants.  Martin J. Bienenstock, Esq., Judy G. Z. Liu, Esq.,
Ralph I. Miller, Esq., and David A. Hickerson, Esq., at Weil
Gotshal & Manges LLP 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.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in  
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VILLAS AT HACIENDA: Judge Hollowell Confirms Modified Amended Plan
------------------------------------------------------------------
The Honorable Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona confirmed the Modified First Amended Plan
of Reorganization filed by the Villas at Hacienda del Sol, Inc.,
and its creditor, Western Plains Development Corp.  Judge
Hollowell confirmed the Modified Plan on Feb. 6, 2006.  

Judge Hollowell confirmed an Amended Plan of Reorganization filed
by Western Plains on Jan. 17, 2006.  After negotiations between
Western Plains and the Debtor, the two parties filed a Modified
Plan on Jan. 26, 2006.

Judge Hollowell confirmed the Modified Plan because it satisfies
the requirements of 11 U.S.C. Sections 1127(b) and 1127(b) and the
confirmed Amended Plan had not been substantially consummated
pursuant to Section 1101(2) of the Bankruptcy Code.

The Debtor previously filed a request with the Court for authority
to sell its apartment project located at 2550 East River Road,
Tucson, Arizona.

As reported in the Troubled Company Reporter on Feb. 3, 2006, the
Debtor entered into a private sale transaction with TNS LLC
pursuant to a Purchase and Sale Agreement and Escrow Instructions.  
Under that Agreement, TNS LLC will buy the apartment project for
$23 million by paying:

    * an initial escrow deposit of $2.8 million, of which:

         -- $1 million is non-refundable unless the Debtor
            defaults on the purchase agreement, and

         -- $1.8 million is refundable until the end of the due
            diligence period; and

    * $20.2 million in cash or cash equivalent on or before the
      closing of the sale.

The private sale transaction transfers to TNS LLC all of the
estate's title, right and interest in and to the project, together
with its associated assets, including without limitation, all of
the Debtor's personal property relating to the project and all
related intangible property, including certain contracts, but
specifically excluding any causes of action, free and clear of all
liens, claims, encumbrances or other liabilities.

                   Distribution of the Proceeds

Upon the closing of the apartment sale, proceeds of the sale will
be used immediately to:

    * pay the usual and ordinary costs of closing, including,
      without limitation, customary prorations, title insurance,
      and escrow fees; and

    * pay the secured claim of Lenox in full.

All amounts remaining will held in an interest bearing account for
distribution pursuant to the Modified Plan.

                The Settlement Agreement

Western Plains will forego its rights under the first confirmed
plan pursuant to the terms and conditions of a Settlement and
Mutual Release Agreement.  Under that Agreement, Western Plains
will be paid $2,764,176 from TNC LLC's escrow deposit.  Western
Plains, the Debtor and all related parties will exchange mutual
releases.  TNS LLC will acquire Western Plains' lien to secure
repayment of the refundable deposit.

Judge Hollowell approves the Settlement Agreement and the Purchase
and Sale Agreement and Escrow Instructions and authorizes the
Debtor to sell the apartment project pursuant to the Purchase
Agreement and the Modified Plan.

A full-text redlined copy of the Modified First Amended Plan is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060202020022

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter   
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it estimated assets and liabilities between
from $10 million to $50 million.


WAMU MORTGAGE: Moody's Assigns Ba1 Rating to Class B-12 Certs.
--------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2006-AR1, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by Washington Mutual Bank acquired
adjustable-rate jumbo mortgage loans.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination.  Moody's expects collateral losses
to range from 1.00 to 1.10%.

Washington Mutual Bank will service the loans.

The complete rating actions are:

                WaMu Mortgage Pass-Through
               Certificates, Series 2006-AR1

   * Class 1A-1A, Assigned Aaa
   * Class 1A-1B, Assigned Aaa
   * Class 2A-1A, Assigned Aaa
   * Class 2A-1B, Assigned Aaa
   * Class 2A-1C, Assigned Aaa
   * Class X, Assigned Aaa
   * Class R, Assigned Aaa
   * Class B-1, Assigned Aa1
   * Class B-2, Assigned Aa1
   * Class B-3, Assigned Aa2
   * Class B-4, Assigned Aa3
   * Class B-5, Assigned A1
   * Class B-6, Assigned A2
   * Class B-7, Assigned A2
   * Class B-8, Assigned A3
   * Class B-9, Assigned Baa1
   * Class B-10, Assigned Baa2
   * Class B-11, Assigned Baa3
   * Class B-12, Assigned Ba1


WILBERT ROSS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wilbert Ross, Jr.
        7145 Homewood Drive
        Oakland, California 94611

Bankruptcy Case No.: 06-40205

Chapter 11 Petition Date: February 21, 2006

Court: Northern District of California (Oakland)

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  3608 Grand Avenue, Suite 1
                  Oakland, California 94610-2024
                  Tel: (510) 834-4893

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
WFS Financial                                           $31,346
P.O. Box 25341
Santa Ana, CA 92799-5341

Neal & Associates                                       $17,256
6200 Antioch Street, Suite 202
Oakland, CA 94611

Douglas Stewart                                          $9,000
506 Hanbury Lane
Foster City, CA 94044

Pacific Gas & Electric           Utilities               $6,344
P.O. Box 8329
Stockton, CA 95208

Law Office of                    Advertising             $2,024
Gilbert A. Moret

Ernest Brown                                             $2,000

National Collection Agency                               $2,000

The Credit Repair                                        $1,778

Savvy Design                     Services                $1,277

Tom Vazquez                                              $1,000

Marlo Davis                                              $1,000

Select Imaging                                             $873

D&B RMS                                                    $525

Christina Rodriguez                                        $175

The Hertz                        Accident                  $159

Ad-Review                                                  $120

M.A.R.S., Inc.                   Collection                 $73


WINN-DIXIE: Judge Funk Okays $1.15 Million Retention Bonus to CEO
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 10, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to pay a retention incentive to Peter L. Lynch in consideration
for his remaining in their employ as their president and chief
executive officer.

The Debtors originally sought to pay Mr. Lynch a $2,000,000
retention incentive to assure his services through Dec. 31, 2006.  
However, to resolve concerns raised by the Creditors Committee,
the Debtors have agreed to reduce Mr. Lynch's retention incentive
to $1,150,000 in exchange for his remaining in the Debtors' employ
through Aug. 31, 2006.

                    Retirees Committee Objects

The Ad Hoc Committee of Winn-Dixie Retirees is concerned with the
shortening of the retention period to the end of August.  The
Retirees support the reduction of the retention bonus to
$1,150,000 but they do not support the reduction of the
applicable period to Aug. 31, 2006.

Jerrett M. McConnell, Esq., at Friedline & McConnell, P.A., in
Jacksonville, Florida, asserts that even if the Debtors are able
to emerge from bankruptcy on the timetable they currently are
projecting, it is imperative that they have a continuity of
leadership to guide them through those first vital months post-
confirmation.

The Retirees see no harm in asking Peter L. Lynch to sacrifice
for the good of Winn-Dixie and agree to stay on through the end
of the year for $1,150,000.

                           *     *     *

Judge Funk authorizes the Debtors to pay Peter L. Lynch
$1,150,000, net of taxes required to be withheld, in
consideration for staying with the Debtors until Aug. 31, 2006.

The Court clarifies that the CEO Retention Incentive will be
subject to forfeiture under either of these circumstances:

    (a) The Debtors terminate Mr. Lynch for cause on or before
        Aug. 31, 2006; or

    (b) Mr. Lynch terminates his employment with the Debtors
        without good reason and other than for disability on or
        before Aug. 31, 2006.

In an event of forfeiture, Mr. Lynch is directed to repay the CEO
Retention Incentive, without interest, to the Debtors.

A full-text copy of the Lynch Letter Agreement is available for
free at http://ResearchArchives.com/t/s?5bb

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Grossman-Dickson Settlement Agreement Approved
----------------------------------------------------------------
Winn-Dixie Montgomery, Inc., as tenant, and Grossman-Dickson
Dalton Georgia, LLC, as landlord, are successors-in-interest to a
lease dated Aug. 25, 1994, for the Debtors' Store No. 1857
located in Dalton, Georgia.

The Debtors guaranteed WD Montgomery's obligations under the
Lease pursuant to a guarantee dated Aug. 25, 1994.

Delray Farms of Georgia, L.L.C., subleases the Premises from WD
Montgomery pursuant to a sublease dated Oct. 1, 2002.  The
monthly rental obligation under the Sublease is $17,806.

On Nov. 11, 2005, the Debtors sought to reject the Lease and
Sublease.

In anticipation of rejection damages, Grossman-Dickson filed two
contingent, unliquidated proofs of claim in the Debtors' cases:

    (1) Claim No. 9184 against the Debtors; and

    (2) Claim No. 9185 against WD Montgomery.

On Dec. 15, 2005, the U.S. Bankruptcy Court for the Middle
District of Florida authorized the Debtors to reject several
leases, including the Lease and Sublease, and required that claims
for rejection damages for the Lease and Sublease be filed within
30 days from the date of the Rejection Order.

Subsequently, the parties agreed to set March 1, 2006, as the
effective date for the rejection of the Lease.  Out of an
abundance of caution, Grossman-Dickson filed two more proofs of
claim asserting claims for rejection damages:

    (1) Claim No. 12856 against the Debtors; and

    (2) Claim No. 12855 against WD Montgomery.

The parties engaged in negotiations and have reached a
settlement, which provides that:

    (a) The Debtors will assume and assign the Sublease to
        Grossman-Dickson, with the Sublease amended to provide for
        a $3,920 increase in Delray's monthly rental owed to
        Grossman.  The Subtenant Rent will now be $21,726 per
        month;

    (b) WD Montgomery will reject and terminate the Lease and the
        Guarantee effective March 1, 2006;

    (c) Except to the extent modified by the Settlement, WD
        Montgomery will continue to meet all of its obligations
        under the Lease through March 1, 2006;

    (d) WD Montgomery and Grossman-Dickson will modify the Lease,
        effective as of Dec. 1, 2005, to provide for a
        temporary increase of the monthly rent to $29,567.  Thus,
        over the three-month period from December 2005 through
        February 2006, Grossman-Dickson is entitled to receive
        $88,700 in the aggregate.  Because the amendment to the
        Sublease requires Delray to make direct payments to
        Grossman-Dickson beginning Dec. 1, 2005, WD Montgomery
        will pay Grossman-Dickson a monthly amount, for December
        2005 through February 2006, equal to the difference
        between the Modified Rent and the Subtenant Rent;

    (e) Grossman-Dickson's Original Claims will be deemed amended
        and superseded by the Amended Claims;

    (f) Grossman-Dickson's Amended Claims will each be deemed
        allowed as non-priority, unsecured claims for $350,000.
        However, Grossman-Dickson's total recovery on the Amended
        Claims will not exceed $350,000.  If the estates of WD
        Montgomery and the Debtors are substantively consolidated,
        Claim No. 12855 will be deemed expunged; and

    (g) WD Montgomery will transfer to Grossman-Dickson the
        security deposit that Delray has provided to WD Montgomery
        under the Sublease.

The Debtors ask the Court to approve their Settlement Agreement
with Grossman-Dickson.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Open-Ended Lease Decision Deadline
----------------------------------------------------
As of Feb. 17, 2006, Winn-Dixie Stores, Inc., and its debtor-
affiliates are lessees under more than 500 remaining unexpired
non-residential real property leases, including unexpired leases
for retail stores, distribution facilities and administrative
offices.

The Debtors ask the U.S. Bankruptcy Court for the Middle District
of Florida to further extend the period within which they must
move to assume, assume and assign or reject the Unexpired Leases
through and including the date on which their confirmed plan of
reorganization becomes effective.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
asserts that the Debtors' request for extension is necessary to
allow them to maintain the flexibility, throughout the plan
process, to assume or reject the Unexpired Leases.

If their request is not approved, the Debtors will be compelled,
prematurely and without final resolution of their Chapter 11
cases, to either:

    (1) assume substantial, long-term liabilities under the
        Unexpired Leases; or

    (2) reject and forfeit benefits associated with the Unexpired
        Leases.

"Either course would be detrimental to the Debtors' ability to
operate and preserve the going-concern value of their business
for the benefit of all creditors and other parties-in-interest,"
Mr. Baker contends.

Mr. Baker assures the Court that the Debtors are paying for the
use of the property at the applicable lease rates and are
continuing to perform their obligations under the Unexpired
Leases in a timely fashion.

Moreover, the Debtors propose that each Lessor be permitted to
seek to shorten the Extension Period for cause with respect to a
particular Unexpired Lease.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


* Sheppard Mullin Welcomes Lucantonio Salvi as Partner in D.C.
--------------------------------------------------------------
Lucantonio N. Salvi has joined the Washington, D.C. office of
Sheppard, Mullin, Richter & Hampton LLP. Salvi, most recently with
Latham & Watkins in Washington, D.C., joins as a partner in the
firm's Corporate practice group.

Mr. Salvi practices in the areas of corporate law, corporate
finance, securities law and mergers and acquisitions.  Mr. Salvi
represents companies, investment banks, and private equity firms
in corporate and transactional matters, including venture capital
financings, mergers and acquisitions, joint ventures, and public
and private securities offerings.

Mr. Salvi represents both public and private sector clients in the
United States and abroad, with a practice specialization that
includes cross-border transactions involving Italian companies.
Mr. Salvi is a member of the International Law & Practice Section
of the American Bar Association.

"Luca's skills and experience will be important in expanding our
East Coast transactional practice," said Guy Halgren, managing
partner of the firm.  "As the globalization of business deals
continues to evolve, his sophisticated international corporate
expertise brings tremendous value to the firm's clients."

"Sheppard Mullin's Corporate practice group had a strong year in
2005," Mr. Salvi said.  "I'm excited to join my new colleagues in
this successful practice area and look forward to building the
D.C. transactional group with Ed Schiff."

"We are delighted to welcome Luca to the D.C. office, at a time of
significant expansion," said Edward Schiff, managing partner of
the firm's Washington, D.C. office.  "His diverse specialization,
in-depth market knowledge and industry relationships are an
excellent fit for us, given the corporate and M&A matters which we
handle."

Mr. Salvi earned his law degree from Georgetown University in 1995
and graduated from Fletcher School of Law and Diplomacy, with an
MALD in 1994.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP --
http://sheppardmullin.com/ -- is a full service AmLaw 100 firm  
with more than 480 attorneys in nine offices located throughout
California and in New York and Washington, D.C. The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego. Sheppard Mullin provides legal expertise and counsel to
U.S. and international clients in a wide range of practice areas,
including Antitrust, Corporate; Entertainment, Media and
Communications; Finance and Bankruptcy; Government Contracts;
Intellectual Property; Labor and Employment; Litigation; Real
Estate/Land Use; Tax/Employee Benefits/Trusts & Estates; and White
Collar Defense. The firm was founded in 1927.

                             *********

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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