TCR_Public/060306.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 6, 2006, Vol. 10, No. 55

                             Headlines

ALLIANCE IMAGING: Balance Sheet Upside-Down by $40.25M at Dec. 31
ALLIED HOLDINGS: Judge Drake Quashes Move for an Equity Committee
ALLIED HOLDINGS: Court Okays Gowling Lafleur as Canadian Counsel
ALLIED HOLDINGS: Inks Transportation Contract With DaimlerChrysler
AMERICREDIT AUTOMOBILE: S&P Rates $65 Million Class E Notes at BB

AMERICREDIT FINANCIAL: Moody's Rates $65MM Class E Notes at Ba2
ANGIOTECH PHARMA: Moody's Rates $250 Mil. Senior Sub. Notes at B2
AOL LATIN: Delaware Bankruptcy Court Approves Disclosure Statement
APRIA HEALTHCARE: Moody's Reviews Ba1 Rating and May Downgrade
ATA AIRLINES: Court Okays Stipulation Settling 2000 EETC Claims

ATA AIRLINES: Settles Dispute Over John Hancock's Unsecured Claims
ATLANTIC GULF: Trustee Wants to Sell 185 Tennessee Lots for $770K
ATLANTIC MUTUAL: S&P Cuts Surplus Notes' Ratings to CCC from B+
BALL CORP: Moody's Rates Proposed $450 Mil. Senior Notes at Ba2
BEAR STEARNS: Fitch Affirms Two Cert. Class Ratings at Low-Bs

BIOVEST INTERNATIONAL: Equity Deficit Tops $5.8 Million at Dec. 31
BMC INDUSTRIES: U.S. Trustee Objects to Disclosure Statement
BRANDYWINE REALTY: Earns $8.6 Million in Fourth Quarter 2005
BREUNERS HOME: Trustee Prepares to Pay Chapter 11 Admin. Claims
BRIGHTPOINT INC: Holdings B.V. Unit Buys Persequor for $1 Million

CARIBE INFORMATION: S&P Rates Proposed $165 Million Facility at B
CHEVY CHASE: S&P Upgrades Counterparty Rating to BBB- from BB+
COLLINS & AIKMAN: Court Approves Hilco's Expanded Appointment
COLLINS & AIKMAN: Wants Court to Approve Stipulation With Engel
COLLINS & AIKMAN: Sidler Agrees to Release Molds

CONCEPT II: Case Summary & 20 Largest Unsecured Creditors
CONGOLEUM CORP: Plans to File Eighth Modified Plan by March 17
CONGOLEUM CORP: Legal Analysis Okayed as Asbestos Panel's Advisor
CONGOLEUM CORP: Bondholders Committee Wants Akin Gump as Counsel
COOKER RESTAURANT: Court OKs Committee's Settlement with Officers

COOPER TIRE: Weak Earnings Cues S&P to Put BB+ Rating on Watch
CRI RESOURCES: Hiring Advanced Insurance as Insurance Expert
DALRADA FINANCIAL: Earns $3.4 Mil. in Second Quarter Ended Dec. 31
DANA CORP: Files for Chapter 11 Protection in S.D.N.Y.
DANA CORP: Case Summary & 50 Largest Unsecured Creditors

DANA CORP: Can Use $800 Million of DIP Financing on Interim Basis
DANA CORP: S&P Cuts Rating to CCC- and Then to D Post-Bankruptcy
DANA CORP: Missed Interest Payments Cue Moody's to Junk Ratings
DANA CORP: DBRS Junks Loan & Bond Ratings and Then Cuts Them to D
DEL MONTE: Buys Meow Mix for $705 Mil. & Moody's Affirms Ratings

DIGITAL LIGHTWAVE: Names Kenneth T. Myers as President & CEO
DMX MUSIC: Wants to Hire KPMG as Tax Accountants
DOLPHIN POOLS: Case Summary & 20 Largest Unsecured Creditors
ENTERGY NEW ORLEANS: Court Approves April 19 as Claims Bar Date
FORD MOTOR: February 2006 Automobile Sales Dropped by 4%

GENERAL MOTORS: February 2006 U.S. Sales Fall to 301,545 Vehicles
HAPPY KIDS: Court Okays Rejection of 17 Equipment Leases
HSM-KENNEWICK: Case Summary & 18 Largest Unsecured Creditors
HUNTSMAN CORP: S&P Places BB- Credit Rating on Developing Watch
INTEGRATED ELECTRICAL: Court Okays Use of Cash Management System

INTEGRATED ELECTRICAL: Court Okays Waiving of Sec. 345 Guidelines
INTEGRATED SECURITY: Equity Deficit Tops $5.2 Million at Dec. 31
INTRAWEST CORP: Moody's Affirms B1 Senior Unsecured Debt Rating
J. CREW GROUP: Extends Tender Offer for Sr. Sub. Notes to May 1
J.L. FRENCH: Court Gives Final Nod on $50 Million DIP Financing

JAMES RIVER: Incurs $9.4 Million Net Loss in Fourth Quarter
JAMES RIVER: Poor Performance Cues Moody's to Review Low-B Ratings
KNOBIAS INC: Loan from Bushido Capital Now Totals $945,000
KNOBIAS INC: Appoints Susan R. Walker as Chief Financial Officer
LEGACY ESTATE: Can Employ Morrison & Foerster as Special Counsel

MASSEY ENERGY: S&P Affirms BB- Rating & Amends Outlook to Negative
MILACRON INC: Dec. 31 Balance Sheet Upside-Down by $5.2 Million
MUSICLAND HOLDING: Court Okays BMC as Claims Agent on Final Basis
MUSICLAND HOLDING: Gets Court Nod to Pay $368,144 to 94 Employees
NANO CHEMICAL: Post $233,000 Net Loss in Quarter Ended December 31

OPEN SOLUTIONS: Moody's Rates $60 Mil. 2nd Lien Term Loan at B3
O'SULLIVAN INDUSTRIES: Wants to Assume 241 Contracts and Leases
REVLON CONSUMER: S&P Affirms B- Rating & Revises Outlook to Stable
REVLON INC: Balance Sheet Upside-Down by $1.095B at December 31
REYNOLDS & REYNOLDS: SEC Probe Cues Moody's to Cut Ratings to Ba1

ROSS LIGHTING: Case Summary & 20 Largest Unsecured Creditors
RUSSEL METALS: Earns $41.8 Million in Fourth Quarter 2005
S&I HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
SAINT VINCENTS: Proposes De Minimis Asset Sale Procedures
SAINT VINCENTS: Creditors Meeting Moved to April 19

SAINT VINCENTS: Rejects Glendale Office Lease
SANITARY & IMPROVEMENT: Panel Taps Gross & Welch as Bankr. Counsel
STATMON TECH: Balance Sheet Upside Down by $4,323,703 at Dec. 31
STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes
TAGT LP: Voluntary Chapter 11 Case Summary

TERWIN MORTGAGE: Fitch Puts Low-B Ratings on Two Security Classes
TITAN CRUISE: Gets Court Nod to Walk Away from Cash Access Pact
TOWER AUTOMOTIVE: Inks Union Pact on Greenville Facility Closure
U.S. CAN: Ball Corp. Refinancing Cues Moody's to Review Ratings
WESTBROOK CO: Case Summary & 2 Largest Unsecured Creditors

WORLD HEALTH: Wants to Retain Morris James as Bankruptcy Counsel
WORLD HEALTH: Submits Bid and Auction Procedures for Asset Sale
YORKSHIRE LLC: Voluntary Chapter 11 Case Summary

* BOND PRICING: For the week of Feb. 27 - Mar. 3, 2006

                             *********

ALLIANCE IMAGING: Balance Sheet Upside-Down by $40.25M at Dec. 31
-----------------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ) disclosed its financial results
for the fourth quarter and year ended Dec. 31, 2005.

Fourth quarter 2005 revenue increased 2.8% to $110.2 million from
$107.2 million in the same quarter of 2004.  Full year 2005
revenue totaled $430.8 million, which was above the Company's
previously provided guidance range of $424.5 million to
$428.5 million.  Full year 2005 revenue decreased 0.3% to
$430.8 million from $432.1 million in 2004.

Alliance's Adjusted EBITDA, was $37.5 million in the fourth
quarter, a 5.1% decrease compared to $39.5 million in the same
quarter a year ago.  Adjusted EBITDA for the full year was
$160.0 million, in line with the Company's guidance range of
$156.5 million to $161.0 million.  Full year 2005 Adjusted EBITDA
decreased 4.7% to $160.0 million from $167.9 million in 2004.

Under the terms of Alliance's Credit Agreement, "Adjusted EBITDA"
is defined as earnings before interest expense, net of interest
income; income taxes; depreciation expense; amortization expense;
minority interest expense; non-cash stock-based compensation; loss
on early retirement of debt in the fourth quarter and full year
2004; and a maximum of $750,000 of severance and related costs in
the fourth quarter and full year 2005.  

In the fourth quarter of 2004, the Company recorded a loss on
early retirement of debt totaling $44.4 million, net of related
tax effects in the fourth quarter and full year of 2004.  Also in
the full year 2004, the Company increased net income by recording
the reversal of income tax reserves totaling $5.1 million,
primarily related to the favorable outcome of examinations of the
Company's 1998 and 1999 federal income tax returns and a favorable
outcome of the treatment of an income item in a federal income tax
return of one of the Company's subsidiaries.  Severance and
related costs and employment agreement costs reduced diluted
earnings per share by approximately $0.01 in both the fourth
quarter of 2005 and 2004.  

Fourth quarter and full year 2005 results were negatively impacted
primarily by lower than anticipated MRI scan volumes, as well as
the effect of Hurricanes Katrina and Rita, and rising fuel and
transportation costs.  The Company estimated that the hurricanes
had the impact of reducing revenue by approximately $0.9 million
in the fourth quarter and $1.4 million for full year 2005.

Alliance's business was also impacted by increasing diesel fuel
and mileage reimbursement rates in the fourth quarter and full
year 2005.  These increases, which affect the cost of moving
mobile systems to client locations and transportation costs of
Alliance's technologists, reduced Adjusted EBITDA by approximately
$0.8 million in the fourth quarter and $1.2 million for full year
2005.  

Full year 2005 Adjusted EBITDA declined $1.8 million due to the
Company recording a $2.6 million provision for doubtful accounts
for full year 2005 compared to $0.8 million in the prior year, due
to the collection of higher than normal aged accounts receivable
in 2004.  The provision for doubtful accounts was 0.6% of revenue
for full year 2005, in line with Alliance's historical experience.

Capital expenditures in the fourth quarter of 2005 were
$30.0 million, compared to $16.7 million in the fourth quarter of
2004. Capital expenditures totaled $76.5 million for the 2005 full
year compared to $85.7 million in 2004.  In addition, the Company
entered into capital lease obligations totaling $3.9 million in
2005.  Alliance opened ten new fixed-sites in 2005 and operated 73
fixed-sites as of December 31, 2005.

Cash flow provided by operating activities was $34.0 million in
the fourth quarter of 2005 compared to $13.8 million in the
corresponding quarter of 2004, and was $127.1 million and
$120.9 million for the full year of 2005 and 2004.

Alliance's long-term debt increased $3.9 million to $579.6 million
as of Dec. 31, 2005, from $575.7 million as of Dec. 31, 2004.  The
Company spent $50.2 million for acquisitions in 2005.  Excluding
2005 acquisition costs and assuming that these funds would have
been otherwise available for debt reduction, total debt would have
decreased $46.3 million.  Cash and cash equivalents decreased $7.3
million to $13.4 million at Dec. 31, 2005, from $20.7 million at
Dec. 31, 2004.

                        2005 Acquisitions

Effective Sept. 1, 2005, Alliance purchased certain assets
associated with six established multi-modality fixed-sites and
three recently established fixed-sites.  This acquisition is
expected to generate approximately $6 million in annualized
revenue for Alliance.  The Company's full year 2005 results
include four months of operations from this acquisition.

Effective Oct. 1, 2005, Alliance acquired 100% of the outstanding
stock of PET Scans of America Corp., a mobile provider of PET and
PET/CT services primarily to hospitals in 13 states.  Alliance
acquired or leased 12 PET and PET/CT systems in connection with
this acquisition.  Annualized revenue from the PSA acquisition is
expected to contribute approximately $20 million.   The Company's
full year 2005 results include three months of operations from
this acquisition.

In December 2005, Alliance increased its equity interest in a
joint venture the Company formed in 2004 with the University of
Pittsburgh Medical Center.  This joint venture, Alliance Oncology,
is designed to partner with hospitals to build and operate
radiation oncology centers, with an emphasis on intensity
modulated radiation therapy and image guided radiation therapy.
Alliance now owns 80% of AO.

                  Amendment to Credit Agreement

In the fourth quarter, Alliance Imaging entered into a FOURTH
AMENDMENT TO CREDIT AGREEMENT dated as of December 19, 2005, with:

    * DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as
      Administrative Agent, Issuing Lender and Collateral Agent;

    * CITICORP NORTH AMERICA, INC., individually and as
      Syndication Agent and Lender;

    * LEHMAN COMMERCIAL PAPER INC., individually and as
      Co-Documentation Agent;

    * LEHMAN BROTHERS INC., individually and as Lender;

    * MERRILL LYNCH & CO.,

    * MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as
      Co-Documentation Agent; and

    * MERRILL LYNCH CAPITAL CORPORATION, as Lender.  

The Fourth Amendment to the Credit Agreement contains these
provisions:

   -- The Company's maximum consolidated leverage ratio covenant
      as defined in the Credit Agreement was amended to a level
      not to exceed 4.00 to 1.00 as of the last day of any fiscal
      quarter until the expiration of the agreement.  Prior to the
      fourth amendment, the Company's maximum consolidated
      leverage ratio covenant was 3.75 to 1.00 as of the last day
      of any fiscal quarter beginning March 31, 2006 to the
      expiration of the agreement;

   -- The amendment contains a maximum consolidated senior
      leverage ratio covenant as defined in the amendment to the
      Credit Agreement to a level not to exceed 3.00 to 1.00 as of
      the last day of any fiscal quarter;

   -- The amendment increased the Tranche C base rate margin from
      an annual rate of 1.25% to 1.50% and the Tranche C LIBOR
      margin from an annual rate of 2.25% to 2.50%.  

The company paid an amendment fee equal to 12.5 basis points.

The Fourth Amendment dated December 19, 2005, relates to the
company's Credit Agreement, dated as of November 2, 1999, as
amended by that certain First Amendment dated as of May 11, 2000,
as further amended by that certain Second Amendment dated as of
June 10, 2002, as further amended by that certain Third Amendment
dated as of December 29, 2004.

                          2006 Guidance

For the full year 2006 the Company expects revenue to range from
$428 million to $438 million and Adjusted EBITDA to range from
$138 million to $146 million.

                  Deficit Reduction Act of 2005

On Feb. 8, 2006, the Deficit Reduction Act of 2005 was signed into
law by President George W. Bush.  The DRA provides reimbursement
rates for the technical component of certain imaging services,
which included MRI and PET, in non-hospital based settings.  The
reimbursement rates under the DRA will be capped at the lesser of
reimbursement under the Medicare Part B physician fee schedule,
which the Company is reimbursed for retail services, or the
Hospital Outpatient Prospective Payment System (HOPPS) schedule.  
The technical reimbursement under the Part B physician fee
schedule generally allows for higher reimbursement than under
HOPPS.

For the full year 2005, approximately 4% of Alliance's revenue was
billed directly to Medicare intermediaries.  Based on 2005
revenue, Alliance estimates the reduction in Medicare revenue due
to the reimbursement rate decreases included in the DRA would have
totaled approximately $6 million.

In addition, the DRA also codifies the reduction in reimbursement
for multiple images on contiguous body parts, which was previously
announced by the Center for Medicare and Medicaid Services.

CMS will pay 100% of the technical component of the higher priced
imaging procedure and 50% for the technical component of each
additional imaging procedure for multiple images of contiguous
body parts within a family of codes performed in the same session.
Currently, Medicare pays 100% of the technical component of each
procedure.  CMS will phase in this reimbursement reduction over a
two-year period, resulting in a 25% reduction for each additional
imaging procedure on contiguous body parts in 2006 and an
additional 25% reduction in 2007.  The Company believes that the
implementation of this reimbursement reduction will not have a
significant impact on the financial condition and results of
operation beginning in 2006.

Alliance Imaging Inc. -- http://www.allianceimaging.com/-- is a   
leading national provider of shared-service and fixed-site
diagnostic imaging services, based upon annual revenue and number
of systems deployed.  Alliance provides imaging services primarily
to hospitals and other healthcare providers on a shared and    
full-time service basis, in addition to operating a growing number
of fixed-site imaging centers.  The company had 497 diagnostic
imaging systems, including 350 MRI systems and 58 PET or PET/CT
systems, and over 1,000 clients in 44 states at Sept. 30, 2005.

At Dec. 31, 2005, Alliance Imaging, Inc.'s balance sheet showed a
$40,256,000 stockholders' deficit compared to a $67,528,000
deficit at Dec. 31, 2004.


ALLIED HOLDINGS: Judge Drake Quashes Move for an Equity Committee
-----------------------------------------------------------------
The Honorable W. Homer Drake of the U.S. Bankruptcy Court for the
Northern District of Georgia denied Guy W. Rutland III, Guy W.
Rutland IV and Robert J. Rutland's request for the appointment of
a committee of the Debtors' equity security holders.  Descendants
of the Debtors' founder, Guy Rutland Sr., own 30% of the Debtors.  

As reported in the Troubled Company Reporter on Sept. 6, 2005, the
Rutlands claimed that there are a sufficient number of shares and
shareholders to warrant the appointment of an official committee
of equity security holders.  The equity security holders in the
Debtors' case have legitimate interests that need to be, and were
intended to be, adequately represented under Section 1102 of the
Bankruptcy Code.

Judge Drake relates that based on the evidence presented on the
Jan 24, 2006, hearing, the Court cannot conclude that the Debtors
are not "hopelessly insolvent."  Specifically, the evidence
presented with respect to the Debtors' actual EBITDA figures from
August to November 2005 indicate that those figures may not be
reflective of the Debtors' future EBITDA.

Neither the Rutlands nor the joinder parties have established
that the Shareholders are not being adequately represented, Judge
Drake notes.  The Court finds that the Shareholders' interests
are being adequately represented by the Board of Directors of
Allied Holdings, Inc., the Debtors' officers, the Debtors'
attorneys and the Debtors' other professionals.

The Court recognizes that the testimony and other evidence
presented at the Hearing raise the possibility that the Debtors
may not be hopelessly insolvent.  Judge Drake says that the Court
is prepared to visit the issue if additional evidence supports
the conclusion that the Debtors are not hopelessly insolvent and
there are additional indications that the Shareholders are no
longer being adequately represented.

On Feb. 21, 2006, the Court convened a telephonic hearing
with the principal parties-in-interest to explain its rationale
for denying the Motion without prejudice.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Court Okays Gowling Lafleur as Canadian Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
allowed Allied Holdings, Inc., and its debtor-affiliates to employ
Gowling Lafleur Henderson LLP as their Canadian counsel.

Gowling is a Canadian law firm with offices located in the
provinces of Ontario, Quebec, Alberta and British Columbia.

As reported in the Troubled Company Reporter on Feb. 13, 2006,
Gowling has served as the Debtors' counsel in Canadian legal
matters since November 1999.

Gowling will:

    (a) represent the Debtors at Canadian hearings and other
        related proceedings;

    (b) assist the Debtors and its U.S. professional advisors in
        analyzing the claims of the Debtors' creditors from a
        Canadian perspective and in negotiating with those
        creditors;

    (c) assist with the Debtors' investigation of their assets,
        liabilities, and their financial condition in Canada and
        of the operations of their Canadian businesses;

    (d) assist the U.S. Advisors from a Canadian perspective in
        their analysis of, and negotiations with, the Debtors or
        any third party concerning matters related to formulating
        the terms of a plan of reorganization for the Debtors;

    (e) assist and advise the U.S. Advisors in matters involving
        issues of Canadian law or practice;

    (f) review and analyze all pleadings, orders, statements of
        operations, schedules, and other legal documents in
        Canadian proceedings relating to the Debtors or their
        property, assets or businesses;

    (g) prepare pleadings, orders, reports and other legal
        documents as necessary in furtherance of the Debtors'
        interests and objectives regarding Canadian matters; and

    (h) perform other legal services as described by the Debtors
        and their U.S. Advisors, which may be necessary and proper
        in their Chapter 11 cases.

Gowling will charge these hourly rates:

      Attorneys                            CN$220 to CN$600
      Document Clerks & Legal Assistants   CN$100 to CN$200

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Inks Transportation Contract With DaimlerChrysler
------------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to enter into a Motor Carrier Transportation Contract
with DaimlerChrysler Corporation.

Allied Systems and DaimlerChrysler entered into a Carrier
Transportation Agreement on Dec. 16, 2005.  Pursuant to the
Agreement, Allied Systems provides delivery and transportation
services to DaimlerChrysler in the U.S. and Canada, and
DaimlerChrysler pays Allied Systems according to specific rate
terms.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that the Agreement provides Allied Systems with
increased rates for 2005 and 2006 and maintains the current fuel
surcharge relief.  Thus, the Agreement provides Allied Systems
with increased revenue flow, Mr. Winsberg says.

The Agreement has an effective date of Oct. 1, 2005, Mr. Winsberg
adds.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICREDIT AUTOMOBILE: S&P Rates $65 Million Class E Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
AmeriCredit Automobile Receivables Trust 2006-1's $945 million
automobile receivables-backed notes series 2006-1.
     
The ratings reflect:

   * subordination of 27.00% for class A, 19.50% for class B,    
     11.50% for class C, and 6.50% for class D;

   * a non-amortizing, fully funded reserve account equal to 1.50%
     of initial receivables;

   * initial overcollateralization of 5.50% of initial
     receivables; and

   * a turbo allocation feature whereby excess spread will be used
     to pay down the securities to increase the level of
     overcollateralization to a target sufficient to help absorb
     any losses experienced by the collateral pool.

Although the class E notes are subordinated to all other classes
of notes, once the reserve account is fully funded and the
overcollateralization target has been reached, the remaining
excess cash flow will be used to turbo the class E notes until
they are paid in full.
   
Ratings assigned:

AmeriCredit Automobile Receivables Trust 2006-1
   
              Class       Rating       Amount
              -----       ------       ------
              A-1         A-1+      $166,000,000
              A-2         AAA       $309,000,000
              A-3         AAA       $200,000,000
              B           AA         $75,000,000
              C           A          $80,000,000
              D           BBB+       $50,000,000
              E           BB         $65,000,000


AMERICREDIT FINANCIAL: Moody's Rates $65MM Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned ratings of Prime-1, Aaa, Aa2,
A2, Baa2 and Ba2 to the notes issued in the AmeriCredit Financial
Services, Inc., 2006-1 automobile loan securitization.

Complete Rating Action:

   Issuer: AmeriCredit Automobile Receivables Trust 2006-1

   * $166,000,000 4.78% Class A-1 Notes, rated Prime-1

   * $309,000,000 5.11% Class A-2 Notes, rated Aaa

   * $200,000,000 5.11% Class A-3 Notes, rated Aaa

   * $75,000,000 5.20% Class B Notes, rated Aa2

   * $80,000,000 5.28% Class C Notes, rated A2

   * $50,000,000 5.49% Class D Notes, rated Baa2

   * $65,000,000 6.62% Class E Notes, rated Ba2

Moody's said the Prime-1 rating of the Class A-1 money market
tranche is based on the expected cashflows on the underlying
receivables during the collection periods prior to the Class A-1
final maturity date.  The ratings of the remaining classes of
notes are based on the quality of the underlying auto loans and
their expected performance; the strength of the transaction's
structure; the enhancement provided by subordination ranging from
27.0% to 6.50%, overcollateralization, a reserve account and
available excess spread; and the experience of AmeriCredit as
servicer.


ANGIOTECH PHARMA: Moody's Rates $250 Mil. Senior Sub. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to the
proposed $375 million Senior Secured Credit Facility and the
proposed $250 million of Senior Subordinated Notes of Angiotech
Pharmaceutical, Inc.  

The proceeds from the facility and subordinated notes, along with
$260 million in available cash, will be used to finance the
purchase of American Medical Instruments Holdings, Inc.  

The total transaction value of $810 million includes the
assumption of approximately $109 million in outstanding AMI debt
and the payment of transaction costs and other expenses.  

While Angiotech will have access to a $75 million senior secured
revolver as part of the credit facility, Moody's anticipates that
the company will not need to draw on the facility to fund the
acquisition.  

Concurrently, Moody's assigned a first time Speculative Grade
Liquidity rating of SGL-2, reflecting the expectation of good near
term liquidity, minimal near-term debt service requirements and
modest capital expenditures.

The new ratings assigned are:

   * $75 million Senior Secured Revolver, due 2011, rated Ba3

   * $300 million Senior Secured Term Loan B, due 2013, rated Ba3

   * $250 million Senior Subordinated Notes, due 2014, rated B2

   * Corporate Family Rating, rated Ba3

   * Speculative Grade Liquidity Rating, SGL-2

The rating outlook is stable.

The ratings are subject to the closing of the proposed acquisition
and our review of executed documentation.

Upon completion of the acquisitions and financing, Moody's will
also withdraw these ratings assigned to AMI Holdings, Inc.:

   * $25 million senior secured revolving credit facility due
     2009, rated B2

   * $32.5 million senior secured term loan A, due 2009, rated B2

   * $100.0 million senior secured term loan B, due 2010, rated
     B2

   * B2 Corporate Family Rating

The ratings reflect the substantial increase in outstanding debt
to finance this acquisition.  Moody's notes that prior to this
proposed acquisition, Angiotech had no outstanding debt.

The ratings also consider the increase in operating risk
associated with the proposed transaction, including the potential
turnover of employees, unexpected costs and liabilities, and the
integration of cultures and systems.  AMI is the largest
combination that Angiotech has ever proposed.  

Unlike some of the early-stage, single product or developmental
companies that Angiotech has acquired, AMI is a larger, more
mature and complex company with a broad portfolio of products and
markets served, and includes a commercial infrastructure of sales
and manufacturing, which Angiotech has never managed before.

These risks are partially mitigated by the fact that existing
management of the key divisions will remain with the combined
company, and that due to the lack of overlap between the two
companies, there will be minimal amount of layoffs and plant
closures.

The ratings also consider the more limited portfolio of
intellectual property that protect AMI's products in addition to
the absence of long-term contracts with Original Equipment
Manufacturer customers as OEM customers are free to switch to
another supplier with little or no notice and can move production
of the products in-house to their own manufacturing operations.

Further, AMI competes against several large medical device
companies that have significantly larger manufacturing plants,
product portfolios, financial resources, distribution and sales
forces.  Lastly, AMI has very little internal research and
development activity and depends on establishing outside licensing
agreements with third party organizations and other smaller
companies in accessing new products and technologies.

The above risks are mitigated by several benefits of the proposed
merger.  First, through using AMI's existing commercial
infrastructure, Angiotech can now manufacture and distribute
products that it develops while retaining 100% of the revenue on
products sold.  Second, the proposed merger reduces the reliance
on royalties that Angiotech receives from Boston Scientific
related to the sale of the world-wide Taxus drug eluting stent.

Since Angiotech developed the concept of using a cancer drug with
a stent to prevent future scarring, it receives approximately 8%
of world-wide Taxus revenues as royalties.  On a pro-forma basis,
royalty revenue from Taxus sales would account for less than 50%
of the pro-forma combined company's revenues in 2006 as compared
to currently accounting for over 90% of Angiotech's revenue on a
stand-alone basis.  

Third, AMI has a diverse range of products and very little
customer concentration.  Angiotech's product portfolio would also
be enhanced by developing combination products that use its
technologies, drugs, and surface modification technologies on
AMI's existing product portfolio.  In utilizing AMI's commercial
infrastructure, Angiotech will obtain extensive expertise in sales
and marketing while saving the time and cost of building that
infrastructure internally.  As such, Angiotech can now relocate
resources elsewhere.

AMI is quite profitable and generally earns an attractive return
on its investments in manufacturing and distribution.  Moody's
notes that AMI has been able to increase revenues by 10% to 15%
over the past few years while expanding EBITDA margins to
approximately 28% based on the introduction of new products,
continued sales of existing products and leveraging its
manufacturing and selling costs.  

AMI manufactures and sells single-use specialty devices that are
preferred by physicians; usually not covered under group
purchasing contracts; face minimal amount of competition; and as a
result, command premium pricing and higher margins than most
hospital supply items.

The ratings also consider these risks inherent in Angiotech's
existing business:

   -- a high concentration of revenues from royalties on the
      Taxus stent;

   -- the early stage nature of Angiotech's pipeline with minimal
      contribution in the next two years;

   -- reliance on larger partners for manufacturing,
      distribution, and marketing, which results in Angiotech
      ceding a majority of the revenue streams to the partner and
      losing control over decisions affecting the products; and

   -- the risk and expense of moving products through the
      pipeline on the market, including possible delays or
      rejections by the FDA.

Moody's also notes that the company must be able to obtain and
enforce timely patent and other intellectual property rights for
its products and technology.  Angiotech along with its partner,
Boston Scientific, is prosecuting and defending several patent
lawsuits related to Taxus, and lost a recent decision in the U.K.
to Conor Medsystems.

Moody's notes that Angiotech's partnership with Boston Scientific
entails several risks.  First, the Taxus Express drug eluting
stent has continued to lose market share over the past year.
Second, additional competition could pressure pricing and volume
trends for Taxus.  Third, the problems at Boston Scientifics'
manufacturing plants could delay the launch of Liberte, Boston
Scientific's next generation drug eluting stent.  Lastly, Conor
Medsystems could enter the market with the same drug that covers
Taxus.

Despite the above concerns, the Taxus Express stent continues to
remain the market leader due to its strong clinical data and
experience in the market.  Angiotech's proprietary knowledge of
drugs, patents and intellectual property enabled Boston Scientific
to develop a superior stent, charge premium pricing and become the
market leader.  

Angiotech has a robust product pipeline and has established
commercial partnerships with Cook, Baxter and Edwards Life
Sciences on its other projects.  Angiotech also works with early-
stage development companies to access additional technologies and
products to supplement its own internal development efforts.  The
leveraging of expertise from outside partners has enabled
Angiotech to maintain a low cost structure, operate without any
debt and generate good cash flow.

The stable ratings outlook incorporates Moody's belief that the
company will be able to grow revenues by 8% to 12% over the next
few years while maintaining operating margins.  Moody's
projections include continued erosion in the Taxus Express stent,
offset by continued growth at AMI Holdings and the launch of new
products from Angiotech's pipeline.  

Since working capital is expected to be a minimal source of cash
and capital spending on an annual basis is expected to continue to
be less than 3% of combined revenues, Moody's expects that
continued revenue growth and stable margins should yield mid to
single digit revenue growth and higher margins should translate
into expected free cash flow of $50 to $60 million a year in 2006
and $70 to $80 million in 2007.

After adjusting debt for leases, Moody's expects the combined
company's adjusted operating cash flow to adjusted debt to be in
the range of 13% to 15% in 2006 and free cash flow from operations
to adjusted debt in the range of 11% to 13% in 2006. During 2007,
Moody's expects these same ratios to increase to a range of 20% to
22% and 16% to 18%, respectively.

The ratings could face upward pressure if there is more rapid
repayment of outstanding debt along with a greater than
anticipated improvement in revenue growth and operating margins.
The ratings outlook could also improve if the company is able to
sustain a ratio of adjusted free cash flow to adjusted debt of
approximately 15%.

The ratings could face downward pressure if there is a significant
deterioration in the company's core business, including
substantial erosion in Taxus market share and a delay in the
launch of new products.  In addition, the ratings outlook would
become unfavorable if the company's credit metrics of adjusted
free cash flow to adjusted debt were to fall below the 10% level
on a sustained basis.

The Ba3 rating for the senior secured credit facilities reflects
the security and guarantee by all assets of Angiotech and its
subsidiaries.  The senior secured credit facilities are rated on
the same level as the corporate family rating due to the fact that
the facility consists of such a significant portion of the overall
capital structure and may not have adequate protection under a
distressed scenario After the transaction closes, Moody's expects
that goodwill will account for 65% to 75% of total assets in 2006.  

As of Dec. 31, 2005, Angiotech and AMI had total combined assets
of $707 million, including $53 million of Property, Plant and
Equipment, $27 million of accounts receivable and $28 million in
inventory.

The B2 rating for the senior subordinated notes reflects the
guarantee of all of the assets of Angiotech and its subsidiaries,
the absence of any security, and its structural subordination to
the existing senior secured credit facility.  The notes are
notched two levels below the Corporate Family Rating as they are
subordinated to all existing and future Senior debt while
representing a significant portion of the company's overall
capital structure.

Moody's assigned a first time Speculative Grade Liquidity rating
of SGL-2 to Angiotech.  Refer to the speculative grade liquidity
rating assessment on Angiotech for further details.

American Medical Instrument Holdings, Inc., is a medical device
company that manufactures and distributes needles, sutures,
blades, biopsy instruments and other incision and wound care
products used in the ophthalmology, orthopedics, plastic and
reconstructive surgery, dental and cardiovascular surgery markets.  
AMI was formed in 2003 with the purchase of the company by
Roundtable Healthcare Partners from the Marmon Group; currently,
Roundtable owns 65% of the company and Marmon Medical Companies,
LLC owns the remaining 35%.  The company has a dedicated sales
force for physician preference devices and strong original
equipment manufacturer relationships.

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical company, that
focuses on drug-device combinations and drug-loaded surgical
biomaterial implants.


AOL LATIN: Delaware Bankruptcy Court Approves Disclosure Statement
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved America Online Latin America, Inc.,
and its debtor-affiliates' Disclosure Statement explaining their
Joint Plan of Reorganization and Liquidation.   

Judge Walrath determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind of
information as required under Section 1125 of the Bankruptcy Code
-- for creditors to make an informed decision about whether to
vote to accept or reject the plan.  

The Debtors can now solicit acceptances of the Plan from impaired
creditors.

                      Overview of the Plan

The proposed Plan pays in full all unaffiliated general unsecured
creditors who vote to accept the Plan and do not opt out of a
general release.  The Plan provides no distribution for equity
interests.

Other salient terms of the Plan include:

    (i) America Online Latin will be converted to a limited
        liability company and continue to exist as America Online
        Latin America, Inc., LLC;

   (ii) AOL Latin America Management LLC, AOL Puerto Rico
        Management Services, Inc., and America Online Caribbean
        Basin, Inc., will be dissolved on the effective date of
        the Plan; and

  (iii) a Liquidating LLC will be established and will hold
        Reorganized America Online Latin America, Inc., LLC, and
        certain of the Debtors' remaining assets.

                       Treatment of Claims

Under the Plan, priority claims will be paid in full and in cash.

Holders of secured claims will receive either:

    (1) the assets on which the holder has a lien on, or
    (2) proceeds from the sale of those assets.  

Holders of TW Party claims will receive:

    (a) certain assets related to AOL Puerto Rico valued at
        $15 million, and

    (b) either of these two treatments at the election of the
        Debtors:

         * LLC Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC other than
           the interests that will go to general unsecured
           creditors, or

         * Cash Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC. Cash will
           be set aside in a separate fund for general unsecured
           creditors.

Time Warner will turn over to the Cisneros Group Parties 40% of
their membership interest in the Liquidating LLC, subject to an
adjustment based on:

    (a) the value of AOL Puerto Rico assets transferred to the TW
        parties,

    (b) the value of certain general unsecured claims of AOL, and

    (c) payment of all general unsecured creditors.

General Unsecured Creditors will receive one of the two treatments
at the election of the Debtors:

    (1) LLC Option: General Unsecured Creditors will receive
        interest in the Liquidating LLC on the effective date
        entitling them to receive their ratable share of available
        cash in future distributions, or

    (2) Cash Option: Cash will be set aside in a separate fund on
        the effective date and general unsecured creditors will
        receive their ratable share of cash from the fund.

The Debtors tell the Court that their election of either option
will have no impact on the recovery of general unsecured
creditors.

Series C Redeemable Convertible Preferred Stock of America Online
Latin America, Inc., will be cancelled.  On the Effective Date,
Time Warner or the LLC Agents turn over to each of the Cisnero
Group parties on an equal basis, the Series C Beneficial
Interests.

Subordinated Claims will be discharged and holders of those claims
will receive nothing under the plan.

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?606

A copy of the Disclosure Statement Order is available at no extra
charge at http://ResearchArchives.com/t/s?608

Hearing to consider plan confirmation will start on April 25,
2006.  Creditors have until April 3, 2006, 4:00 p.m. Eastern Time
to vote on the Plan.  Objections should also be in by that time.  

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


APRIA HEALTHCARE: Moody's Reviews Ba1 Rating and May Downgrade
--------------------------------------------------------------
Moody's Investors Services placed the ratings of Apria Healthcare
Group Incorporated under review for possible downgrade, as a
result of these factors:

   -- a deceleration in organic growth rates;

   -- current and potentially greater unfavorable trends in the
      level of Medicare reimbursement for oxygen equipment,
      respiratory drugs, and home medical equipment;

   -- contracting margins;

   -- operating and free cash flows lower than Moody's
      expectations; and

   -- the implementation of a major share repurchase program.

Moody's notes that Medicare reimbursement for respiratory drugs
will continue to be unfavorable in 2006, reflecting a reduction in
administrative fees paid for inhalation drugs.

Moody's rating review will focus primarily on the company's
expected financial flexibility as well as projected credit
metrics.  The key factors to be considered in the analysis include
the:

   -- impact of Medicare reimbursement changes on the provision
      of respiratory and durable equipment and services;

   -- effect of the company's restructuring initiatives;

   -- potential uses of the company's free cash flow, existing
      cash and revolver usage; and

   -- company's strategy to resume organic growth.

Moody's believes that the reimbursement environment for those
Medicare patients receiving respiratory services and durable
medical equipment will continue to remain unfavorable.  In
particular, Medicare intends to implement competitive bidding in
2007 within 10 major markets and a full roll out of up to 30 major
markets is expected by 2009.  While competitive bidding could
potentially result in higher volume for larger providers such as
Apria, there is a risk that prices will be cut, thus pressuring
margins.  Further, Congress is considering reducing the rental
life of oxygen equipment and other home equipment from 36 months
to 13 months, which would reduce reimbursement over the life of
the equipment.

This rating was placed under review for possible downgrade:

   * Corporate Family Rating, rated Ba1

These ratings were withdrawn and are no longer rated by Moody's:

   * $100 Million Senior Secured Credit Facility, Ba1

   * $125 Million Senior Secured Tranche A Term Loan, Ba1

   * $175 Million Senior Secured Tranche A Term Loan, Ba1

Apria Healthcare Group, Inc., headquartered in Costa Mesa,
California, provides respiratory therapy, home infusion and home
medical equipment.  Revenues were almost $1.5 billion for the
twelve months ended Dec. 31, 2005.


ATA AIRLINES: Court Okays Stipulation Settling 2000 EETC Claims
---------------------------------------------------------------
Prior to ATA Airlines, Inc., and its debtor-affiliates' chapter 11
filing, certain of the Debtors leased seven aircraft -- the 2000
EETC Aircraft -- pursuant to a leveraged lease transaction.  
Wilmington Trust Company participated in the 2000 EETC Transaction
as the indenture trustee, loan trustee, and subordination agent
for each of the 2000 EETC Aircraft.

Wilmington Trust, as indenture trustee, was a party with certain
of the Reorganizing Debtors under each of the 2000 EETC Aircraft
lease agreements.

After the Petition Date, the Debtors rejected the Leases for the
2000 EETC Aircraft.  Ambac Assurance Corp., the insurer for the
senior tranche of debt under the 2000 EETC Transaction, foreclosed
on each of the 2000 EETC Aircraft.

As a result, Wilmington Trust filed Claim Nos. 1246, 1811, 1812,
1813, 1814, 1815, 1816 and 1817 against the Debtors.

The Debtors objected to the WTC 2000 EETC Claims as they pertained
to the Leases on these grounds:

    -- improper amount;
    -- insufficient documentation or explanation; and
    -- improper classification.

After arm's-length negotiations between the Reorganizing Debtors
and Wilmington Trust, the parties agree that:

    (a) Claim No. 1811 will be allowed for $82,000,000 as
        Wilmington Trust's one and only claim under the Leases
        against ATA Airlines, Inc.;

    (b) Claim No. 1246 will be allowed for $82,000,000 as
        Wilmington Trust's one and only claim under the Leases
        against ATA Holdings Corp.;

    (c) Claim Nos. 1812, 1813, 1814, 1815, 1816 and 1817 will be
        allowed for $0;

    (d) Wilmington Trust acknowledges that pursuant to the
        operation of the Reorganizing Debtors' confirmed Plan,
        Wilmington Trust will receive a distribution pursuant only
        to one of either Claim No. 1811 or 1246; and

    (e) Nothing will be deemed to waive, impair or otherwise
        affect any contractual or common law rights, obligations
        or remedies Wilmington Trust may have or owe to non-Debtor
        third parties under the Leases or related agreements under
        the 2000 EETC Transaction, or that non-Debtor third
        parties may have or owe to Wilmington Trust.

Judge Lorch approved the stipulation in its entirety at a recent
hearing.  

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


ATA AIRLINES: Settles Dispute Over John Hancock's Unsecured Claims
------------------------------------------------------------------
As previously reported, ATA Airlines, Inc., and John Hancock
Leasing Corporation were parties to an aircraft sale and lease
agreement dated Aug. 15, 1997.  Pursuant to the Lease, ATA
Airlines leased from John Hancock:

    * a Boeing 727-290 bearing FAA registration no. N775AT;

    * three Pratt & Whitney Model JT8D-FAA registration no.
      N775AT; and

    * three Pratt & Whitney Model JT8D-17 engines.

In addition to the Lease, ATA Airlines and John Hancock were
parties to a number of ancillary agreements and documents related
to the transaction set forth in the Lease.

On Jan. 3, 2005, the U.S. Bankruptcy Court for the Southern
District of New York authorized the Debtors to reject the Lease.  
Hancock Leasing filed numerous claims against the estates of ATA
Airlines and ATA Holdings, Inc., asserting general unsecured non-
priority damages claims arising from the rejection of the Lease as
well as various administrative expense claims.

Subsequently, John Hancock's administrative expense claims related
to the airframe, engines and all other property leased by the
Debtors have been resolved by a Court-approved settlement
agreement.

To resolve John Hancock's claims for all unsecured non-priority
claims or damages related to the Lease, John Hancock and the
Reorganizing Debtors stipulate that John Hancock's Claim No. 1380
will be amended and allowed against the estate of ATA Airlines for
$2,000,188 as a general unsecured non-priority claim.

Allowance of the $2,000,188 Claim fully resolves all of John
Hancock's Aircraft Claims against the Reorganizing Debtors, or any
of the other Debtors, including Claim Nos. 1274, 1275, 1284, 1285
and 1378, which will be disallowed and expunged in their entirety.

Judge Lorch put his stamp of approval on a stipulation
memorializing this resolution.  

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


ATLANTIC GULF: Trustee Wants to Sell 185 Tennessee Lots for $770K
-----------------------------------------------------------------
Michael B. Joseph, the chapter 7 trustee appointed in Atlantic
Gulf Communities Corporation and its debtor-affiliates' bankruptcy
cases, asks the U.S. Bankruptcy Court for the District of Delaware
for authority to sell 185 real property lots located in Cumberland
Lakes, Tennessee, to David Fetzner and Aldo DiSorbo free and clear
of any and all liens, claims, interests and encumbrances.

Pursuant to a Sale Contract dated ______, the Trustee will
transfer all of the Debtors' right, title and interest in and to
the 251.60-acre property for $770,000, subject to certain
adjustments, including the satisfaction of about $140,000 of
delinquent real estate taxes.  The transaction is a cash deal with
no financing or inspection contingencies.

The Trustee tells the Court that he estimated about $160,000 owed
for unpaid Property Owners Association fees.  Only to the extent
that this claim represents a lien against the property senior to
the liens of the Term Loan Lenders does the Trustee propose to pay
these fees at closing.

The Buyers will pay the administrative closing costs and transfer
taxes, estimated at $8,000.  The Trustee estimates the estate will
receive $470,000 in net sale proceeds at closing.

Mr. Joseph further proposes to satisfy at settlement all tax liens
inasmuch as those liens are secured claims and would otherwise be
unaffected by the chapter 7 proceeding.

A full-text copy of the Contract of Sale is available for free at
http://researcharchives.com/t/s?60c

The Court will convene a sale hearing on March 17, 2006, at
9:30 a.m., to consider the Debtors' request.

Headquartered in Fort Lauderdale, Florida, Atlantic Gulf
Communities Corporation was a developer and operator of luxury
residential real estate communities.  The Company and its
affiliates filed for chapter 11 protection on May 1, 2001 (Bankr.
D. Del. Case Nos. 01-01594 through 01-01597).  Michael R.
Lastowski, Esq., at Duane Morris LLP represents the Debtor.  The
Bankruptcy Court converted the Debtors' chapter 11 cases to a
chapter 7 liquidation proceeding on June 18, 2002.  Michael B.
Joseph is the chapter 7 Truste for the Debtors' estates.  John D.
McLaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP
represents the chapter 11 Trustee.  When the Debtors filed for
chapter 11 protection, they listed $148,546,000 in assets and
$170,251,000 in liabilities.


ATLANTIC MUTUAL: S&P Cuts Surplus Notes' Ratings to CCC from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit rating on Atlantic Mutual Insurance Co. to 'B+' from 'BB+'
and placed the rating on CreditWatch with negative implications.
     
At the same time, Standard & Poor's lowered its rating on Atlantic
Mutual's surplus notes to 'CCC' from 'B+' and also placed this
rating on CreditWatch with negative implications.
      
"Because surplus notes have increased as a proportion of total
surplus, the risk of default on the surplus notes has increased
and for this reason the notching on the surplus notes was
increased," explained Standard & Poor's credit analyst Jason
Jones.  

The company's surplus declined to $141 million as of year-end
2005, primarily due to adverse development on prior year reserves.

"Reported results and surplus were well below our expectations,
resulting in the rating action," Mr. Jones added.  "Atlantic
Mutual's capital adequacy was materially weakened by its fourth-
quarter loss, and quality of capital weakened because the $115
million of surplus notes now constitute about 80% of total
surplus."
     
The company's regulator approved an interest payment on the
surplus notes in February 2006.  The risk-based capital (RBC)
ratio for Atlantic Mutual was about 250% at year-end and the RBC
of its subsidiary Centennial Insurance Co. was about 500%, both of
which are more than the company action level.
     
Standard & Poor's intends to discuss the reasons for poor results
in the fourth quarter of 2005 with the company in the near term
and resolve the CreditWatch shortly thereafter.  The ratings could
be affirmed or they could be lowered further.  Some of the factors
that could affect the rating outcome are:

   * the potential impact on the strategic alliance with
     Countrywide Financial Corp.;

   * whether the cause of loss reserve deterioration can be
     remedied;

   * potential benefits from reinsurance; and

   * possible changes to surplus note interest paying capacity.


BALL CORP: Moody's Rates Proposed $450 Mil. Senior Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Ball Corporation's
proposed $500 million senior secured term loan D, rated Ba1, and
proposed $450 million senior unsecured notes due 2016-2018, rated
Ba2.  

Moody's also affirmed existing ratings, which include Ba1 ratings
on $1.475 billion senior secured credit facilities and
$550 million senior unsecured notes due Dec. 12, 2012.  The
ratings outlook is stable.  The ratings are subject to review of
final documentation.

Ball Corporation intends to use the $950 million in proceeds from
the transactions to fund acquisition of the U.S. and Argentinean
operations of U.S. Can Corporation, acquire the polypropylene and
polyethylene terephthalate bottle business of Alcan Inc., repay
approximately $550 million of U.S. Can debt, pay associated fees
and expenses, and fund various other corporate expenditures.  

The purchase price for U.S. Can of $595 million represents an
EBITDA multiple of about 7.8x before synergies that are expected
to exceed $20 million.  The purchase price of the Alcan assets is
$180 million.

Ball's post-transaction credit profile will be weak for the
current ratings.  Pro forma adjusted total debt to EBITDA rises to
about 4.3x, or about 3.5x excluding effects of pensions and
operating leases.  Moody's expects operating profitability and
interest coverage to remain healthy, with the former continuing
above 8% and the latter above 4.5x on an unadjusted basis.

Moody's anticipates that post-acquisition Ball will scale back
share repurchases and place emphasis on reducing leverage over the
course of the next two years to return the credit profile to be
more in line with the current rating.  Moody's notes that Ball is
in the second year of a three-year capital expenditure program
designed to increase operating efficiency and that about half of
Ball's expected 2006 capital expenditures is discretionary.  

An expectation that annual capital expenditures will fall back to
more normalized levels after 2007 is built into the ratings.
Should another acquisition, new shareholder initiative,
integration difficulties, or exogenous shock result in a further
increase in leverage, the ratings would come under pressure and
likely be lowered.

Ball is expected to have significant liquidity upon close of the
transaction.  Ball will have about $551 million in availability
under its $715 multicurrency revolver.  New borrowings will be
restricted by financial covenants that are expected to limit total
debt to EBITDA to a maximum of 3.75x and EBITDA coverage of cash
interest to a minimum of 3.50x.

The ratings benefit from Ball's scale, geographic diversification,
broad customer base, and increasing diversity in product mix, as
well as Ball's position as one of four leading companies that
supply the North American market for metal food & beverage
containers and one of three that supply the European market.  The
ratings also benefit from Ball's acquisition history and
demonstrated track record of leverage reduction, with adjusted
total debt to EBITDA having fallen from about 5.7x at year-end
2002 to a level prior to the U.S. Can announcement of about 3.3x.

Moody's expects that the acquisition of U.S. Can's operations will
provide Ball with a leading market position in aerosol cans and
opportunities for cost reduction and supply chain efficiencies as
the acquisition nearly doubles Ball's purchase of tinplate.  The
addition of the Alcan assets is expected to expand Ball's customer
base among food producers and provide new plastic bottle
technologies.  The combined acquisitions are expected to be
additive to cash flow from operations and free cash flow in the
first year of operation.  Moody's expects Ball to maintain annual
cash flow from operations of over $600 million through the
intermediate term.

The ratings are constrained by Ball's aggressive financial policy,
as well as the risks of integrating the operations of the acquired
companies.  Of Ball's expected $600 million in cash from
operations in 2006, Moody's anticipates that Ball will allocate
over $310 million to capital expenditures, up to $50 million to
share repurchases, and $40 million to common stock dividends.

The Ba1 ratings on the senior secured facilities reflect the
guarantee and security agreements, as well as strong enterprise
value coverage.  The preponderance of the secured debt in the
capital structure and the lack of other than stock pledges in the
security package prevent notching above the corporate family
rating.

Ball Corporation and its material U.S. subsidiaries guarantee all
of the secured facilities, including those at Ball European
Holdings and Ball Canada.  The European operations, including Ball
Holdings, SARL and material European subsidiaries, guarantee the
secured facilities at Ball European Holdings, SARL.  Security
consists of a 100% stock pledge by Ball Corporation and its
material U.S. subsidiaries for all of the secured facilities, a
100% stock pledge by material European subsidiaries for the
European exposures, and a 65% stock pledge by Ball Pan-European
Holdings, Inc., for the North American exposures.

The Ba2 ratings for the senior unsecured notes reflect effective
subordination to the sizable amount of secured debt in the capital
structure.  The notes are supported by guarantees from Ball's
material U.S. domestic subsidiaries.

The stable ratings outlook reflects Ball's continued strong
business profile, liquidity, access to financial markets, and
track record of managing acquisitions through a difficult
operating environment.  The outlook could be revised to positive
if Ball achieves and maintains adjusted total debt to EBITDA below
3.0x, retained cash flow to debt above 30%, and free cash flow to
debt above 12%.  The outlook or ratings would likely be lowered in
the event that an acquisition, integration difficulties,
shareholder enhancement initiatives, deterioration in the
operating environment, or exogenous shock results in an increase
in leverage or decrease in free cash flow from current levels.

Moody's assigned these ratings:

   * $500 million proposed Senior Secured Term Loan D due 2012,
     rated Ba1

   * $450 million proposed Senior Unsecured Notes due 2016-18,
     rated Ba2

Moody's affirmed the ratings on the existing secured credit
facilities that have maturities that are to be extended by one
year:

   * $715 million Senior Secured Multi-currency Revolver maturing
     2011, affirmed Ba1

   * $35 million Senior Secured Revolver maturing 2011, affirmed
     Ba1

   * $146 million Senior Secured Term Loan A due 2011, affirmed
     Ba1

   * $415 million Senior Secured Term Loan B due 2011, affirmed
     Ba1

   * $142 million Senior Secured Term Loan C due 2011, affirmed
     Ba1

Moody's also affirmed these ratings:

   * $550 million 6.875% Senior Unsecured Notes due Dec. 12,
     2012, affirmed Ba2

   * Corporate Family Rating, affirmed Ba1

Headquartered in Broomfield, Colorado, Ball Corporation, a holding
company, through its subsidiaries is a manufacturer of metal and
plastic packaging, primarily for beverages and foods, and a
supplier of aerospace and other technologies and services to
commercial and government customers. Revenue for the fiscal year
ended Dec. 31, 2005 was $5.8 billion.


BEAR STEARNS: Fitch Affirms Two Cert. Class Ratings at Low-Bs
-------------------------------------------------------------
Fitch Ratings affirms these Bear Stearns ABS mortgage pass-through
certificates:

  Series 2004-SD2:

     -- Class A at 'AAA'
     -- Class B-1 at 'AA'
     -- Class B-2 at 'A'
     -- Class B-3 at 'BBB'
     -- Class B-4 at 'BB'
     -- Class B-5 at 'B'

At issuance, the collateral in the mortgage pool consisted of
issued loans that may not have satisfied the underwriting
guidelines of the various originators.  Approximately:

   * 54.35% of the loans had pay history issues,
   * 35.82% of the loans had underwriting issues,
   * 5.42% of the loans had documentation issues, and
   * 4.41% if the loans had other issues.  

The transaction comprises four groups of mortgage loans, secured
by first liens on primarily one- to four-family residential
properties.  A total of 443 loans remain in the pools.  The groups
consist of fully amortizing, adjustable rate and hybrid mortgage
loans.  At the cut-off date, the loans were seasoned at a weighted
average of 26 months, had a weighted average LTV of 76.97% (28.97%
considered High LTV), and approximately 19.11% of the loans were
covered by a PMI policy.

A majority of the loans were concentrated in the states of:

   * California (28.87%),
   * New Jersey (8.73%), and
   * New York (6.81%).

The largest originator of the mortgage loans is Wells Fargo Home
Mortgage, Inc., and the largest servicer is EMC Mortgage
Corporation, which has a rating of 'RPS1' provided by Fitch.

The affirmations are due to satisfactory relationships of credit
enhancement to expected future losses, and affect approximately
$85.31 million in outstanding certificates.  The rated bonds do
not benefit from excess spread or overcollateralization, but do
benefit from the non-rated B-6 bond (which absorbs all mortgage
losses prior to the rated classes).  The B-6 bond has
approximately $6.22 million outstanding, which represents 7.14% of
the pool.  The amount of cumulative losses the bond has
experienced to date is only $349,296; representing 0.18% of the
initial balance.

The pool factor (current collateral balance as a percentage of the
initial collateral balance) is approximately 46%, and the
transaction is 22 months seasoned.


BIOVEST INTERNATIONAL: Equity Deficit Tops $5.8 Million at Dec. 31
------------------------------------------------------------------
Biovest International, Inc., delivered its financial statements
for the first fiscal quarter ended Dec. 31, 2005, to the
Securities and Exchange Commission.

Biovest incurred $3,014,000 net loss on $1,085,000 of total
revenues for the three months ended Dec. 31, 2005.  At Dec. 31,
2005, Biovest's balance sheet shows $4,713,000 in total assets and
$10,515,000 in total liabilities, resulting in a $5,802,000
stockholders' equity deficit.

Biovest's Dec. 31 balance sheet also shows strained liquidity with
$1,231,000 in total current assets available to pay $10,428,000 of
total current liabilities coming due within the next 12 months.

A full-text copy of Biovest's financial statements for the first
fiscal quarter ended Dec. 31, 2005, is available for free at
http://ResearchArchives.com/t/s?605

                        Going Concern Doubt

Aidman Piser & Co., PA, expressed substantial doubt about Biovest
International, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal years
ended Sept. 30, 2005, and 2004.  The auditing firm pointed to the
Company's significant losses and working capital deficit at
Sept. 30, 2005.

BioVest International, Inc. -- http://www.biovest.com/-- is a   
biotechnology company that provides cell culture services to
research institutions and the biopharmaceutical industry.  BioVest
also develops, manufactures and markets cell culture systems.  For
over 10 years the company has been designated, by the National
Institutes of Health, as the National Cell Culture Center.  
Through its proprietary technology, BioVest provides cell culture
services to research institutions, biotechnology companies and the
pharmaceutical industry.  The company is the holder of a
Cooperative Research and Development Agreement with the National
Cancer Institute for the commercialization of a personalized
biologic therapeutic cancer vaccine for the treatment of non-
Hodgkin's lymphoma currently in its phase III pivotal trial.

At Dec. 31, 2005, Biovest's stockholders' equity deficit reached
$5,802,000 compared to a $5,162,000 deficit at Sept. 30, 2005.


BMC INDUSTRIES: U.S. Trustee Objects to Disclosure Statement   
------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 12, tells the U.S.
Bankruptcy Court for the District of Minnesota that BMC
Industries, Inc., and its debtor-affiliates' proposed Plan of
Reorganization and its accompanying Disclosure Statement don't
contain adequate information as required by Section 1125(a) of the
Bankruptcy Code.

Mr. Fokkena says that the Debtors must resolve six deficiencies
before their Disclosure Statement can be approved:

     a) the Disclosure Statement fails to explain to unsecured
        trade creditors that the Debtors may be administratively
        insolvent.  The U.S. Trustee explains that the Debtors
        could become administratively insolvent based on Insight
        Equity's asserted $2 million administrative expense claim
        for working capital adjustments, combined with their
        prepetition lenders' stand not to reimburse those funds
        under the final DIP financing order;

     b) the Disclosure Statement and Plan does not include the
        expected distributions to general unsecured creditors if
        the Debtors become administratively solvent.  
        Specifically, the U.S. Trustee wants the Disclosure
        Statement to state the total expected allowed claims and
        the percentage payment of general unsecured creditors
        under a sharing arrangement with prepetition lenders;

     c) the Disclosure Statement and Plan does not include
        information on the proposed "Liquidating Trust" to be set
        pursuant to the Plan;   

     d) the Disclosure Statement and Plan fails to provide
        estimates of the costs of liquidating, including remaining
        unclassified administrative expense claims for
        professionals to be paid on or about the effective date,
        and also the costs and fees going forward for the
        Liquidating Agent under the Liquidating Trust;
   
     e) the Disclosure Statement lacks information on how Frank
        Kundrat and Gerald Becker's claims will be treated if
        ongoing litigation with the Debtors will be ultimately
        resolved in their favor;
    
     f) the Disclosure Statement is not clear whether the Debtors
        intend to terminate all buying and selling of claims once
        the Plan of Reorganization is confirmed.

Mr. Fokkena adds that the Disclosure Statement is unduly verbose
given the fact that it simply proposes to distribute the proceeds
of assets that have already been sold.  The U.S. Trustee questions
if the heavy document is simply an attempt to unnecessarily
confuse voting creditors.

The Hon. Robert J. Kressel will convene a hearing at 10:30 a.m.,
on March 15, 2006, to consider the adequacy of the Debtors'
Disclosure Statement.

                          Debtor's Plan

As reported in the Troubled Company Reporter on Feb. 15, 2006, the
Debtors' Plan provides for the substantive consolidation of their
estates.

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

                 Treatment of Claims and Interests

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

2) Other Secured Claims will receive:

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

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

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

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

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

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

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

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


BRANDYWINE REALTY: Earns $8.6 Million in Fourth Quarter 2005
------------------------------------------------------------
Brandywine Realty Trust's (NYSE: BDN) net income was
$8.6 million for the fourth quarter, an increase of $0.1 million,
as compared to $8.5 million for the fourth quarter of 2004.

Net income was $42.8 million for the year ended Dec. 31, 2005, a
decrease of $17.5 million, as compared to $60.3 million for the
year ended Dec. 31, 2004.  Net income in 2004 included a
$4.5 million gain on the redemption of preferred shares.

Diluted funds from operations was $36.0 million for the fourth
quarter of 2005 compared to $38.9 million for the fourth quarter
of 2004.  FFO for the fourth quarter of 2005 excludes a previously
disclosed $1.9 million write-off of deferred financing costs as a
result of the termination of a $450 million line of credit upon
entering into a new $600 million credit agreement on Dec. 22,
2005.  FFO for the fourth quarter of 2004 excludes a $3.0 million
write-off of deferred financing costs associated with the
repayment of two unsecured term loans.

FFO for the year ended Dec. 31, 2005, was $143.7 million compared
to $133.9 million 2004.  FFO for 2005 excludes the write-off of
$1.9 million in deferred financing costs.  FFO for 2004 excludes
the write-off of $3.0 million in deferred financing costs in the
fourth quarter and a gain of $4.5 million related to redemptions
in February 2004 of preferred units in the Company's operating
partnership.

"Our strong performance in the fourth quarter is a testament to
our operations and leasing team, Brandywine President and Chief
Executive Officer, Gerard H. Sweeney, commented.  "We did not miss
a beat while working through the process of planning for the
Jan. 5, 2006, closing of the Prentiss transaction."

Mr. Sweeney went on to say, "Our focus on our markets is reflected
in both the strong tenant retention and positive absorption in the
portfolio during the quarter.  We are also delighted to have
achieved our first year Dallas recycling target so soon after
closing and we look forward to assessing reinvestment
alternatives."

                  Recent Financing Transactions

On Dec. 20, 2005, the Company's operating partnership sold
$300 million of 5.625% unsecured notes due Dec. 15, 2010.  Net
proceeds were used to reduce outstanding borrowings under the
Company's revolving credit facility.

On Jan. 5, 2006, the Company entered into a $750 million term loan
agreement.  The proceeds of the term loan, along with other
sources of funds, were used to fund a portion of the cash
consideration payable in the acquisition of Prentiss.  The term
loan matures on Jan. 4, 2007, and currently bears interest at
Libor plus 1.0%.

With headquarters in Plymouth Meeting, Pennsylvania and regional
offices in Mt. Laurel, New Jersey and Richmond, Virginia,  
Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is    
one of the Mid-Atlantic region's largest full service real estate
companies.  Brandywine owns, manages or has an ownership interest
in 299 office and industrial properties, aggregating 24.2 million
square feet.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed Brandywine Realty Operating
Partnership, L.P.'s Baa3 senior unsecured debt, (P)Baa3 senior
debt shelf, and (P)Ba1 subordinated debt shelf ratings, and and
Brandywine Realty Trust's preferred stock shelf at (P)Ba1.  The
rating outlook, Moody's said, remains stable.


BREUNERS HOME: Trustee Prepares to Pay Chapter 11 Admin. Claims
---------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the District of
Delaware for authority to make interim distributions to certain
holders of administrative expense claims arising during their
chapter 11 cases.  

The Debtors operated their businesses under chapter 11 protection
until their cases were converted to liquidation proceedings under
Chapter 7.  Because of these operations, the Debtors incurred
postpetition debts that are entitled to administrative expense
priority under Section 503(b) of the Bankruptcy Code.

Mr. Claybrook wants to pay these administrative expense claims:

        Claimant                                   Amount
        --------                                   ------
        Control Building Services, Inc.          $27,987.37

        Phillips Office Products, Inc.             4,955.55

        Darby Corporation                          6,266.05

        Gage II Family Ltd. Partnership           70,000.00

        Public Service Electric and Gas Co.       21,824.20

        Offic. Commit. Of Unsecured Creditors      5,579.46

        Broyhill Furniture Industries, Inc.       49,569.51

        17 Butler Street LLC                      17,622.58

        Connecticut General Life Ins. Co.         32,910.87

        B.L.R. Realty Co. et al.                 116,942.90

        GHP Buxton, LLC,
        559 West 164th Buxton, LLC                 2,591.57

The Trustee assures the Bankruptcy Court that the Debtors' estates
have sufficient funds to fund the proposed interim distribution to
allowed administrative expense claimants.  

The Trustee anticipates that there will be sufficient funds to
make distributions to the Debtors' unsecured creditors even after
the proposed interim payment.

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the    
largest national furniture retailers focused on the middle the
upper-end  segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  Bruce Grohsgal, Esq., and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent the Debtors.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  The Bankruptcy Court converted the case to a Chapter 7
liquidation on Feb. 8, 2005.  Montague S. Claybrook serves as the
Chapter 7 Trustee.  Mr. Claybrook is represented by Michael G.
Menkowitz, Esq., at Fox Rothschild LLP.  When the Debtors filed
for chapter 11 protection, they reported more than $100 million in
estimated assets and debts.


BRIGHTPOINT INC: Holdings B.V. Unit Buys Persequor for $1 Million
-----------------------------------------------------------------
Brightpoint Holdings B.V., a subsidiary of Brightpoint, Inc.,
acquired all of the outstanding shares of Persequor Limited
effective as of Jan. 1, 2006, for approximately $1 million.

Previously, Persequor provided management services to Brightpoint
Asia Limited and Brightpoint India Pvt. Limited and held a 15%
partnership interest in Brightpoint India.  In connection with the
acquisition, the management services agreements with Persequor
have been terminated and Brightpoint Holdings obtained ownership
of Persequor's 15% interest in Brightpoint India.

As a result of the acquisition of Persequor and the termination of
the Management Services Agreements, the sales and marketing
efforts for Brightpoint Asia and Brightpoint India, which were
previously outsourced to Persequor, will now be handled
internally.  Immediately prior to the acquisition, Persequor was
controlled by John Alexander Du Plessis Currie, the former
Managing Director of Brightpoint's operations in the Middle East.

Brightpoint Asia has entered into an employment agreement with Mr.
Currie, pursuant to which Mr. Currie will become the President -
Emerging Markets.  To convince Mr. Currie to work for Brightpoint
Asia, the Company awarded Currie 100,000 shares of its
unregistered common stock which vest as to 1/8th of the shares on
each of the first eight anniversaries of the date of grant,
subject to the terms and conditions of a restricted stock
agreement between the Company and Mr. Currie.  

Brightpoint, Inc. -- http://www.brightpoint.com/-- is one of the   
world's largest distributors of mobile phones.  Brightpoint
supports the global wireless telecommunications and data industry,
providing quickly deployed, flexible and cost effective solutions.  
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other outsourced
services that integrate seamlessly with its customers.  

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2005,  
Standard & Poor's Ratings Services affirmed its 'B+' corporate  
credit rating on Indianapolis, Indiana-based Brightpoint Inc., and  
revised its outlook on the company to positive from stable.


CARIBE INFORMATION: S&P Rates Proposed $165 Million Facility at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Juan, Puerto Rico-based Caribe Information
Investment Inc.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating and a '3' recovery rating to the company's proposed $165
million senior secured credit facility, reflecting the expectation
for meaningful recovery in a simulated payment default scenario.  
The credit facility is comprised of a $155 million term loan due
2013 and a $10 million revolver due 2012.  The outlook is stable.
     
Proceeds from the credit facility will be used to partially fund
the acquisition of Caribe for about $260 million by Welsh, Carson,
Anderson & Stowe (WCAS) from Verizon Information Services.  In
addition, WCAS is contributing $72 million in equity and will be
the holder of $45 million in unrated subordinated notes, issued by
Caribe, to fund the acquisition.  Caribe is a holding company that
owns:

   * 60% of the incumbent directory publisher in Puerto Rico;

   * 100% of the incumbent directory publisher in the
     Dominican Republic; and

   * rights to receive a directory publishing rights royalty
     payment from incumbent Puerto Rico Telephone Company Inc.


CHEVY CHASE: S&P Upgrades Counterparty Rating to BBB- from BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Chevy
Chase Bank FSB and Chevy's parent, B.F. Saul Real Estate
Investment Trust, including Chevy's long-term counterparty rating,
which was raised to 'BBB-' from 'BB+'.  

The ratings were removed from CreditWatch with positive
implications, where they were placed on Jan. 12, 2006.  The
outlooks for both Chevy and its parent are stable.
      
"The upgrades are based on Chevy's sound expansion in the
attractive suburban Washington, D.C., markets, incremental deposit
growth, an improving credit risk profile, and more robust though
more volatile earnings," said Standard & Poor's credit analyst
Michael Driscoll.  "The ratings also consider Chevy's low capital
metrics and high expense base."
     
As an area with higher per capita income and population growth
than most, the metropolitan Washington, D.C. area is a very
attractive market.  Additionally, the area has proven to be more
resilient to economic downturns.  With 251 branches and $14.5
billion in assets, Chevy is the largest independent bank
headquartered in the area, which provides it with a compelling
marketing tool.
     
The full grade differential between Chevy and its parent, B.F.
Saul, reflects:

   * Standard & Poor's concerns of extreme double leverage
     of 164%;

   * weak capital levels; and

   * the fact that B.F. Saul operates at a loss.

Mitigating these concerns is the fact that B.F. Saul's operating
loss would be positive if depreciation were added back.  Also, on
an operating cash basis, B.F. Saul is cash flow positive even if
dividend and tax-sharing payments from Chevy are excluded.
     
The stable outlook incorporates Standard & Poor's belief that
Chevy will be able to maintain sufficient origination volume to
keep earnings at or close to current levels in what is expected to
be a more difficult mortgage banking operating environment.  


COLLINS & AIKMAN: Court Approves Hilco's Expanded Appointment
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
permitted Collins & Aikman Corporation and its debtor-affiliates
to expand the scope of Hilco Appraisal Services, LLC's employment.

As reported in the Troubled Company Reporter on Feb. 21, 2006, the
Debtors sought the Court's authority to expand, effective Jan. 11,
2006, the scope of Hilco's employment to authorize Hilco to:

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

   (b) provide the Debtors:

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

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

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

The Debtors had previously obtained permission from the Bankruptcy
Court to employ Hilco appraisal Services, LLC, as their personal
property appraiser.

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

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

   * $300 per hour for research and client consultation;

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

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

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


COLLINS & AIKMAN: Wants Court to Approve Stipulation With Engel
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve their stipulation with Engel Canada, Inc.
  
Before the Debtors filed for bankruptcy, the Debtors purchased
from Engel an injection molding machine, Model No. Victory
1350/200 Tech U.S. Serial No. 71737/200/04.  Engel believes that
it is owed $215,495 for the Machine.  Engel further believes that
it holds a valid, perfected purchase money security interest in
the Machine that secures the alleged indebtedness.

Postpetition, Engel asked the Debtors to adequately protect its  
interest in the collateral from diminution in value on account of  
the Debtors' continued use of the Machine.

After arm's-length negotiations, the Debtors and Engel entered  
into stipulation pursuant to which the Debtors agree to pay Engel  
adequate protection payments of $1,500 per month commencing on  
Nov. 1, 2005, and continuing for so long as the Debtors' have  
possession of the Machine.

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


COLLINS & AIKMAN: Sidler Agrees to Release Molds
------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a settlement agreement with Sidler, Inc.

Sidler filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Eastern District of Michigan, Southern Division in
Detroit, on Nov. 29, 2005.

Prior to November 29, Sidler supplied the Debtors with certain
component parts that were, in turn, supplied by the Debtors to
original equipment manufacturers in the automotive industry like
General Motors Corporation and DaimlerChrysler Corporation, and
other automotive suppliers in the industry for which the Debtors
serve as Tier II suppliers.

Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Bloomfield
Hills, Michigan, relates that in connection with production for
the Debtors, Sidler was in possession of certain molds owned by
the Customers that was necessary to manufacture the component
parts.

In December 2005, Sidler advised the Debtors that it was shutting
down its operations and, therefore, would be ceasing production
of component parts for them.  Sidler believes that it had a valid
lien on the Molds and would not release them unless the Debtors
paid $704,000 in prepetition amounts owed.

The Debtors responded that they were prohibited from paying as a
consequence of their pending Chapter 11 proceeding.  The Debtors
expected Sidler to release the Molds because they believe that
Sidler did not have a valid lien in the Molds.

Mr. Fischer points out that without immediate possession of the
Molds, the Debtors would not have been able to supply component
parts to their Customers thereby jeopardizing the Customers'
supple lines.

In an effort to resolve their dispute, the parties engaged in
extensive negotiations over several days.  As a result, the
parties agree that:

   a. Sidler will immediately release the Molds to the Debtors;

   b. In the event that the Court determines that Sidler had a
      valid lien in the Molds, Sidler would have an allowed
      administrative expense claim in the Debtors' Chapter 11
      cases to the extent of the value of the valid line in the
      Molds.

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


CONCEPT II: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Concept II Graphics & Printing, Inc.
        9004 - H Yellow Brick Road
        Baltimore, Maryland 21237

Bankruptcy Case No.: 06-11110

Type of Business: The Debtor offers printing services.

Chapter 11 Petition Date: March 1, 2006

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: John Douglas Burns, Esq.
                  The Burns Law Firm, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, Maryland 20770
                  Tel: (301) 441-8780
                  
Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                                   Claim Amount
      ------                                   ------------
   Hewlett-Packard Financial                       $208,000
   420 Mountain Avenue
   P.O. Box 6
   Murray Hill, NJ 07974

   GE Capital Corporate Finance                    $140,000
   P.O. Box 953380
   St. Louis, MO 63195

   Citicapital - American Eq. Leasing               $75,000
   P.O. Box 7247-7878
   Philadelphia, PA 19170

   Chesapeake Industrial                            $72,000

   XPEDX                                            $62,955

   De Lage Landen                                   $54,000

   Mutual Graphics                                  $26,522

   Indigo America                                   $24,618

   American Express                                 $24,000

   Yellow Brick Road LTD PTR II                     $23,440

   Enovation Graphic                                $19,589

   GMAC                                             $19,000

   Pavsner Press, Inc.                              $18,110

   Wells Fargo                                      $17,000

   The Colad Groups                                 $15,616

   Macbain Painting                                 $15,480

   Citicorp Vendor Finance                          $15,000

   United Parcel Service                            $13,782

   MBNA-Platinum Plus For Business                  $13,000

   American Express                                 $12,998


CONGOLEUM CORP: Plans to File Eighth Modified Plan by March 17
--------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates informed the
Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey that they would file an Eighth Modified
Plan of Reorganization on or before March 17, 2006, to incorporate
certain changes flowing from on-going negotiations with creditors.

The Eighth Plan will require forbearance from those creditors
voting to support the Plan and holding prepetition settlements and
lien claims under certain agreements.  The Eighth Plan removes the
option in the Seventh Modified Plan for creditors with prepetition
settlements and lien claims to vote in favor of the plan while at
the same time reserving their rights to litigate the validity and
enforceability of the prepetition settlements and lien claims with
the estate.  Congoleum explains that the Eighth Plan is a straight
up or down referendum on Forbearance under the prepetition
settlements.  

The Debtors will seek to confirm the Eighth Plan if they receive
acceptances and Forbearance from at least 75% in number and at
least 66-2/3% in amount of those creditors actually voting on the
Eighth Plan.  Creditors not voting on the Eighth Plan and not
objecting to it will be deemed conclusively to have forborne their
prepetition settlement rights and liens.

The Debtors will add an insurance neutrality provision that tracks
the language of Combustion Engineering to the Eighth Plan in order
to make clear that the insurers are not affected by confirmation
of the Eighth Plan except as permitted by ruling of the Third
Circuit.

The Eighth Plan also renders moot the issue of whether a certain
Claimant Agreement is insured, and therefore the Debtors intend to
seek a stay of a certain Coverage Action to facilitate a vote on
the Eighth Plan and permit plaintiff groups with prepetition
settlements an opportunity to Forbear.  

Since the Eighth Plan does not assume that any claim payments will
be made pursuant to prepetition claim settlements, a ruling in the
Coverage Action would be an advisory opinion.  Moreover, the
ruling at this time would only impede rather than assist the
Debtors' efforts to confirm a consensual, Eighth Plan.  In light
of this development, continued prosecution of the Coverage Action
would be an unnecessary expense for the estate to continue to
bear.

The Debtors continue to discuss the treatment of the claims
represented by the Official Committee of Bondholders with the
Bondholders Committee and certain parties-in-interest.  The
Debtors remain hopeful that they will be able to propose further
amendments to the Seventh Modified Plan to be incorporated into
the Eighth Plan that the Bondholders will support when the plan
and disclosure statement amendments are filed with the Court.

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

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

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

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


CONGOLEUM CORP: Legal Analysis Okayed as Asbestos Panel's Advisor
-----------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey gave the Official Committee of
Unsecured Asbestos Claimants appointed in Congoleum Corporation
and its debtor-affiliates' bankruptcy cases, permission to employ
Legal Analysis Systems, Inc., as its asbestos-related bodily
injury consultant, nunc pro tunc to Jan. 1, 2006.

Legal Analysis will:

   (a) estimate the number and value of present and future
       asbestos personal injury claims;

   (b) develop claims procedures to be used in the development of
       financial models of payments and assets of a claims
       resolution trust;

   (c) review and analyze the Debtors' claims database and review
       and analyze the Debtors' resolution of asbestos claims;

   (d) evaluate reports and opinions of experts and consultants
       retained by other parties in the Debtors' bankruptcy
       proceedings;

   (e) evaluate and analyze proposed proofs of claim and bar dates
       and analyze data from those proofs of claim;

   (f) give quantitative analyses of other matters related to
       asbestos bodily injury claims as may be requested by the
       Asbestos Committee; and

   (g) give testimony on those matters as requested by the
       Asbestos Committee.

Mark A. Peterson, the president of Legal Analysis Systems, Inc.,
discloses that he charges $700 per hour and Daniel Relles, a
statistician, bills $425 per hour.

Dr. Peterson assures the Court that Legal Analysis Systems, Inc.,
is disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.  Dr. Peterson further says that the Firm
holds no interest adverse to the Debtors or their estates for the
matters the Firm is to be employed.

Legal Analysis gives consultation and advice regarding estimating
liabilities for present and future asbestos claims, development of
procedures and facilities to pay asbestos claims, the settlement
and treatment of asbestos claims in tort litigation and by trusts
created in bankruptcies, bar dates, proof of claims and other
matters involving the valuation and treatment of asbestos bodily
injury claims.

The Firm can be contacted at:

       Legal Analysis Systems, Inc.
       970 Calle Arroyo
       Thousand Oaks, CA 91360
       Tel: (805) 499-3572

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

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


CONGOLEUM CORP: Bondholders Committee Wants Akin Gump as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Bondholders appointed in
Congoleum Corporation and its debtor-affiliates' bankruptcy cases
asks the Honorable Kathryn C. Ferguson of the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel, nunc pro
tunc to Jan. 27, 2006.

                   Ad Hoc Bondholders Committee

In January 2006, an Ad Hoc committee was formed in response to the
Debtors' public statements that they may need to require
concessions from the Bondholders to achieve a consensual plan of
reorganization.  The members of the Ad Hoc committee were the
holders of Congoleum Corporation's issued 8-5/8% Senior Notes due
Aug. 1, 2008.

The Ad Hoc Committee retained Akin Gump as its counsel.  Upon the
formation of the Official Bondholders' Committee, the Ad Hoc
Committee ceased to exist.  The Ad Hoc Committee released Akin
Gump from service.  The three members of the Official Bondholders'
Committee were members of the Ad Hoc Committee.

Akin Gump rendered professional services to the Ad Hoc Committee,
including:

   -- analysis of the Debtors' chapter 11 cases,

   -- advice regarding the plan process,

   -- communications with Debtors' counsel,

   -- coordination of strategy for successful reorganization of
      the Debtors' chapter 11 cases, and

   -- solicitation of the U.S. Trustee for formation of an
      official bondholders' committee.

Akin Gump will ask the Court for payment of the fees and expenses
for services rendered to the Ad Hoc Committee during the pre-
committee period pursuant to Section 503(b) of the Bankruptcy
Code.

Akin Gump will:

   (a) advise the Bondholders' Committee with respect to its
       rights, duties and powers in the Debtors' chapter 11 cases;

   (b) assist and advise the Bondholders' Committee in its
       consultations with the Debtors, the Unsecured Asbestos
       Claimants' Committee, the Future Claimants' Representative,
       the U.S. Trustee and other interested parties relative to
       the administration of the Debtors' chapter 11 cases;

   (c) assist the Bondholders' Committee in analyzing the claims
       of the Debtors' existing and future creditors and the
       Debtors' capital structure, and in negotiating with holders
       of claims and equity interests;

   (d) assist the Bondholders' Committee in its investigation of
       the acts, conduct, assets, liabilities and financial
       condition of the Debtors and its professionals, as well as
       the operation of the Debtors' businesses;

   (e) assist the Bondholders' Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       assumption or rejection of certain leases of nonresidential
       real property and executory contracts, asset dispositions,
       financing of other transactions and the terms of one or
       more plans of reorganization for the Debtors and
       accompanying disclosure statements and related plan
       documents;

   (f) assist and advise the Bondholders' Committee as to its
       communications to the bondholder creditor body regarding
       significant matters in the Debtors' chapter 11 cases;

   (g) represent the Bondholders' Committee at all hearings and
       other proceedings;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Bondholders' Committee as to their propriety, and to
       the extent deemed appropriate by the Bondholders'
       Committee, support, join or object thereto;

   (i) advise and assist the Bondholders' Committee with respect
       to any legislative, regulatory or governmental activities;

   (j) assist the Bondholders' Committee in preparing pleadings
       and applications as may be necessary in furtherance of the
       Bondholders' Committee's interests and objectives;

   (k) assist the Bondholders' Committee in its review and
       analysis of all pending litigation regarding the Debtors;

   (l) prepare, on behalf of the Bondholders' Committee, any
       pleadings or applications, including without limitation,
       motions, memoranda, complaints, adversary complaints,
       objections or comments in connection with any of the
       foregoing;

   (m) assist and advise the Bondholders' Committee in its review
       and analysis of any proposed plans of reorganization,
       disclosure statements, and any other pleadings or documents
       related to a proposed plan;

   (n) prepare, on behalf of the Bondholders' Committee, any plan
       of reorganization, disclosure statement, and discovery as
       necessary with respect to the foregoing;

   (o) investigate and analyze any claims against the Debtors'
       non-debtor affiliates or any other potential causes of
       action; and

   (p) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Bondholders'
       Committee in accordance with the Bondholders' Committee's
       powers and duties as set forth in the Bankruptcy Code,
       Bankruptcy Rules or other applicable law.

Michael S. Stamer, Esq., a member at Akin Gump Strauss Hauer &
Feld LLP, discloses that the Firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $435 to $895
      Special Counsel and Counsel     $300 to $735
      Associates                      $235 to $475
      Paraprofessionals                $65 to $225

Mr. Stamer discloses the attorneys who will be primarily
responsible for providing services to the Bondholders Committee:

   Professional            Designation                Hourly Rate
   ------------            -----------                -----------
Michael S. Stamer, Esq.    Partner                        $775
                           Financial Restructuring
                           Department

James R. Savin, Esq.       Partner                        $575
                           Financial Restructuring
                           Department

Jonathan L. Gold, Esq.     Senior Counsel                 $475
                           Financial Restructuring
                           Department

Gabrielle M. Duvall, Esq.  Associate                      $370
                           Financial Restructuring
                           Department

Joanna Newdeck, Esq.       Associate                      $270
                           Financial Restructuring
                           Department

Mr. Stamer assures the Court that Akin Gump does not represent and
does not hold any interest adverse to the Debtors' estates or
their creditors in the matters upon which the Firm is to be
engaged.

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

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


COOKER RESTAURANT: Court OKs Committee's Settlement with Officers
-----------------------------------------------------------------
The Hon. Donald E. Calhoun, Jr., of the U.S Bankruptcy Court for
the Southern District of Ohio, Eastern Division, approved a
settlement agreement between the principals of Cooker Restaurant
Corporation and its debtor-affiliates; their D&O insurer, Arch
Specialty Insurance Company; and the Official Committee of
Unsecured Creditors.

The settlement agreement resolves all issues the Committee raised
against the principals and the insurer in an adversary proceeding
filed with the Bankruptcy Court.  The Committee had alleged claims
against them in connection with Cooker's First Amended Plan of
Reorganization Dated July 3, 2002, the Bankruptcy Court's
confirmation order, and a tax refund.

Cooker's directors and officers involved in the adversary
proceeding are:

      -- Henry Hillenmeyer;
      -- Daniel Clay;
      -- David McDaniel;
      -- Linda DeVault;
      -- David Sanford;
      -- Mark Van Compernolle;
      -- Terri Mansfield;
      -- John Mountford;
      -- Brad Saltz;
      -- Robin Holderman;
      -- David Kollat;
      -- D. Shannon Leroy;
      -- Harvey Palash;
      -- Jerry Wethington; and
      -- all other unknown directors or officers.

The Committee sought to recover approximately $2.4 million from
the directors and officers.  After extensive negotiations, they
agreed to resolve the Committee's complaints with a $1.7 million
cash payment.  Arch Specialty will pay the settlement amount due
to the Committee on behalf of the principals.

In addition, the Bankruptcy Court authorized the Committee to take
$402,283 of a tax refund account from its counsel's trust account
and use a portion of the fund to pay fees due to the Committee's
professionals.  Excess amounts after payments are made to the
professionals will be distributed to unsecured creditors.

Headquartered in West Palm Beach, Florida, Cooker Restaurant
Corporation and its debtor-affiliates owns and operates 35
restaurants in Tennessee, Ohio, Michigan, Virginia and in Florida.
The Company and its debtor-affiliates, filed for chapter 11
protection on May 25, 2001 (Bankr. S.D. Ohio Case No. 01-56156).
Jeffrey N. Pomerantz, Esq., represented the Debtors.  The Court
approved the Debtors' plan of reorganization on Sept. 11, 2002.


COOPER TIRE: Weak Earnings Cues S&P to Put BB+ Rating on Watch
--------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB+' corporate
credit rating on Cooper Tire & Rubber Co. on CreditWatch with
negative implications.  The action resulted from the tire
manufacturer's weak operating earnings and cash flow generation
and the likelihood that future financial results will fall short
of previous expectations.  Findlay, Ohio-based Cooper Tire had
total lease-adjusted debt of about $525 million at Dec. 21, 2005.
     
Cooper's operating results showed negative year-over-year
comparisons during 2005.  Although sales increased 6% in the
fourth quarter, operating income declined 18%.  For the full year,
sales increased 4%, and operating income declined 58%.
     
"We expect Cooper to see some benefits from improved manufacturing
efficiencies and increased sales of its high-margin products,"
said Standard & Poor's credit analyst Martin King.  "But it is
unclear whether the improvements will be sufficient to strengthen
operating results so that the company's credit protection measures
are consistent with the current rating.  We will review Cooper's
prospects for improving operating results.  The ratings may be
lowered if it appears that sufficient improvement will not occur
or will be substantially delayed."
     
The poor results were caused by a number of factors, among them:

   * operating inefficiencies, as the company transitioned its
     domestic manufacturing operations toward higher-margin
     products while increasing its supply of economy tires from
     Asia;

   * reduced unit sales in the passenger-car tire segment because
     of market-share losses; and

   * persistently high raw material costs.
     
Cooper did not provide earnings guidance for 2006 because of the
many challenges and uncertainties it will continue to face this
year.


CRI RESOURCES: Hiring Advanced Insurance as Insurance Expert
------------------------------------------------------------
CRI Resources Inc. asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Advanced Insurance
Management as its insurance expert in connection with the analysis
and adjudication of alleged claims asserted by National Union Fire
Insurance Company.

The Debtor tells the Court that it hired Advanced Insurance on the
basis of its experience, expertise and knowledge in its field.

Advanced Insurance will be involved in a discrete analytical
project with regards to the analysis and adjudication of alleged
claims asserted by National Union Fire Insurance Company and will
also provide expert witness testimony as required by the Debtor

Edward J. Priz, the president at Advanced Insurance, is one of the
lead professionals from his Firm performing services to the
Debtor.  Mr. Priz discloses that Advanced Insurance received a
$3,000 retainer.  Mr. Priz charges $150 per hour for his services.

Advanced Insurance assures the Court that it does not represent
any interest materially adverse to the Debtor and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  

Headquartered in Los Angeles, California, CRI Resources Inc.
provides demolition services.  The Company filed for chapter 11
protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case
No. 05-13899).  Stephen F. Biegenzahn, Esq., at Biegenzahn
Weinberg represents the Debtor's restructuring.  When the Company
filed for protection from its creditors, it listed total assets of
$5,243,614 and total debts of $43,078,461.


DALRADA FINANCIAL: Earns $3.4 Mil. in Second Quarter Ended Dec. 31
------------------------------------------------------------------
Dalrada Financial Corporation delivered its financial statements
for the second quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission.

Dalrada earned $3,414,000 of net income on $17,834,000 of total
revenues for the three months ended Dec. 31, 2005.  At Dec. 31,
2005, Dalrada's balance sheet shows $8,790,000 in total assets and
$30,232,000 in total liabilities, resulting in $21,442,000
stockholders' equity deficit.

Dalrada's Dec. 31 balance sheet also shows strained liquidity with
$6,331,000 in total current assets available to pay $29,618,000 of
total current liabilities coming due within the next 12 months.

A full-text copy of Dalrada's financial statements for the second
quarter ended Dec. 31, 2005, is available for free at
http://ResearchArchives.com/t/s?607

                        Material Weakness

As reported in the Troubled Company Reporter on Nov. 25, 2005,
Dalrada's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of the Company's disclosure controls
and procedures as of the period ended Sept. 30, 2005, and
concluded there are material weaknesses in the Company's internal
control over financial reporting.  Pohl, Mcnabola, Berg & Company,
LLP, the Company's independent auditor, also identified similar
weaknesses in its review of the Company's fiscal year 2005
results.

Management will undertake a thorough review of the Company's
internal controls as part of the preparations for compliance with
the requirements under Section 404 of the Sarbanes-Oxley Act of
2002.  It has not completed the review of the existing controls
and their effectiveness.

                        Going Concern Doubt

Pohl Mcnabola expressed substantial doubt about Dalrada Financial
Corporation's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended June 30, 2005, and 2004.  The auditing firm pointed to the
Company's:

     -- $4,218,000 net loss from continuing operations for the
        year ended June 30, 2005;

     -- $26,780,000 negative working capital deficit at
        June 30, 2005; and

     -- $24,695,000 negative stockholders' deficit at June 30,
        2005.

In addition, the auditing firm cited the Company's default on
certain note payable obligations, lawsuits from numerous trade
creditors as well as a deficiency in payroll tax liability
payments.

Headquartered in San Diego, California, Dalrada Financial
Corporation (OTCBB: DRDF) -- http://www.dalrada.com/-- provides a  
number of professional services related to human resources for
businesses.  Dalrada provides a variety of innovative financial
services to businesses, including comprehensive human resource
administration, workers' compensation coverage, and extensive
employee benefits such as health insurance, HSA savings plans, 125
cafeteria plans, deferred compensation plans, and 401(k) plans.  
Dalrada also offers debit card payroll accounts and payroll
advances.  These services enable small to medium-size employers to
offer benefits and services to their employees that are generally
available only to large companies.

Dalrada provides services through its wholly owned subsidiaries
and division, SourceOne Group, Inc., Master Staffing and Heritage
Staffing.  The Solvis Group, Inc., (OTC: SLVG), its 90% owned
subsidiary, includes several operating units, including
CallCenterHR(TM), Worldwide of California, and M&M Nursing.
Solvis also operates Imaging Tech, Inc., whose proprietary
product, PhotoMotion(TM), is a patented color medium of multi-
image transparencies.

At Dec. 31, 2005, Dalrada's balance sheet showed $21,442,000
stockholders' equity deficit compared to a $24,695,000 deficit at
June 30, 2005.


DANA CORP: Files for Chapter 11 Protection in S.D.N.Y.
------------------------------------------------------
Dana Corporation (NYSE: DCN) reported that in order to address
financial and operational challenges that have hampered its
performance, the company and 40 of its U.S. subsidiaries have
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.

Dana's European, South American, Asia Pacific, Canadian and
Mexican subsidiaries are not included in the Chapter 11 filing and
are operating as normal.  The filings were made on Mar. 3, 2006,
in the U.S. Bankruptcy Court for the Southern District of New York
in Manhattan.

                   $1.45 Billion DIP Financing

To fund its continuing operations during the restructuring, Dana
has secured a $1.45 billion debtor-in-possession financing
facility from Citigroup, Bank of America, N.A., and JP Morgan
Chase Bank, N.A.

Subject to court approval, the DIP credit facility, which replaces
the company's previous $400 million revolving credit facility and
$275 million receivables securitization facility, will be used for
the company's normal working capital requirements, including
employee wages and benefits, supplier payments, and other
operating expenses during the reorganization process.

Dana has faced a continued decline in revenues resulting from the
decreasing market share and production levels of its largest
domestic customers, along with sharp increases in commodity and
energy prices that have outpaced the cost savings Dana has been
able to achieve.  The general financial condition of the industry,
together with Dana's inability to renew or expand its credit
facilities in a timely manner, has significantly constrained
Dana's liquidity.

As a result, the company concluded, after thorough consultation
with its advisors, that its interests and the interests of its
creditors, employees, customers, suppliers, and the communities in
which it operates would be best served by reorganizing under
Chapter 11 of the U.S. Bankruptcy Code.

Dana Chairman and Chief Executive Officer Michael J. Burns said,
"The Chapter 11 process provides the company an opportunity to fix
our business comprehensively -- financially and operationally.
This will be fundamental change, not just incremental improvement.
The Chapter 11 process allows us to continue normal business
operations, while we restructure our debt and other obligations
and enhance performance.

"We want to assure everyone -- our customers, suppliers, our
people and our communities -- that Dana is open for business as
usual," he added.  "And, to this end, our customers can continue
to rely on Dana for quality products -- delivered on time and to
best-in-class specification.

"This is an extremely difficult, but necessary and responsible
decision that will provide us with the time and opportunity to
strengthen our performance and achieve a sustained turnaround at
Dana."

Mr. Burns said Dana intends to proceed with its previously
announced divestiture and restructuring plans, which include the
sale of several non- core businesses and the closure of several
facilities and shift of production to lower-cost locations. In
addition, Dana will continue to take steps to reduce costs,
increase efficiency, and enhance productivity, he said.

Dana filed a variety of "First-Day Motions" in the Bankruptcy
Court in New York designed to ensure that the company's business
continues to function without disruption.  The court filings are
intended to ensure that the company can continue to pay its
employees and suppliers and maintain uninterrupted delivery of
products and services to its customers.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for  
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.


DANA CORP: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Dana Corporation
             4500 Dorr Street
             Toledo, Ohio 43615

Bankruptcy Case No.: 06-10354

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                          Case No.
   ------                                          --------
   Dakota New York Corp.                           06-10351
   Brake Systems, Inc.                             06-10355
   BWDAC, Inc.                                     06-10357
   Coupled Products, Inc.                          06-10359
   Dana Atlantic LLC                               06-10360
   Dana Automotive Aftermarket, Inc.               06-10362
   Dana Brazil Holdings I LLC                      06-10363
   Dana Brazil Holdings LLC                        06-10364
   Dana Information Technology LLC                 06-10365
   Dana International Finance, Inc.                06-10366
   Dana International Holdings, Inc.               06-10367
   Dana Risk Management Services, Inc.             06-10368
   Dana Technology Inc.                            06-10369
   Dana World Trade Corporation                    06-10370
   Dandorr L.L.C.                                  06-10371
   Dorr Leasing Corporation                        06-10372
   DTF Trucking, Inc.                              06-10373
   Echlin-Ponce, Inc.                              06-10374
   EFMG LLC                                        06-10375
   EPE, Inc.                                       06-10376
   ERS LLC                                         06-10377
   Flight Operations, Inc.                         06-10378
   Friction Inc.                                   06-10379
   Friction Materials, Inc.                        06-10380
   Glacier Vandervell Inc.                         06-10381
   Hose & Tubing Products, Inc.                    06-10382
   Lipe Corporation                                06-10383
   Long Automotive LLC                             06-10384
   Long Cooling LLC                                06-10385
   Long USA LLC                                    06-10386
   Midland Brake, Inc.                             06-10387
   Prattville Manufacturing, Inc.                  06-10388
   Reinz Wisconsin Gasket LLC                      06-10390
   Spicer Heavy Axle & Brake, Inc.                 06-10391
   Spicer Heavy Axle Holdings, Inc.                06-10392
   Spicer Outdoor Power Equipment Components LLC   06-10393
   Torque-Traction Integration Technologies, LLC   06-10394
   Torque-Traction Manufacturing Technologies, LLC 06-10395
   Torque-Traction Technologies, LLC               06-10396
   United Brake Systems Inc.                       06-10397

Type of Business: The Debtors design and manufacture products
                  for every major vehicle producer in the world
                  and supply axle, driveshaft, engine, frame,
                  chassis, and transmission technologies to
                  those companies.  Dana is focused on being an
                  essential partner to automotive, commercial,
                  and off-highway vehicle customers, which
                  collectively produce more than 60 million
                  vehicles annually.  Dana Corporation employs
                  46,000 people in 28 countries.  See
                  http://www.dana.com/

Chapter 11 Petition Date: March 3, 2006

Court: United States Bankruptcy Court
       Southern District of New York
       Alexander Hamilton Customs House
       One Bowling Green
       New York, NY 10004-1408
       Telephone (212) 668-2870

Judge: The Honorable Burton R. Lifland

Debtors' Counsel: Corinne Ball, Esq.
                  Richard H. Engman, Esq.
                  JONES DAY
                  222 East 41st Street
                  New York, NY 10017
                  Telephone (212) 326-3939
                  Fax (212) 755-7306

                       - and -

                  Heather Lennox, Esq.
                  Carl E. Black, Esq.
                  Ryan T. Routh, Esq.
                  JONES DAY
                  North Point
                  901 Lakeside Avenue
                  Cleveland, OH 44114
                  Telephone (216) 586-3939
                  Fax (216) 579-0212

                       - and -    

      Jeffrey B. Ellman, Esq.
      JONES DAY
                  1420 Peachtree Street, N.E., Suite 800
                  Atlanta, Georgia 30309-3053
                  Telephone (404) 581-8309
            Fax (404) 581-8330

Debtors'
Special
Corporate
Counsel:          Allen C. Goolsby, III, Esq.
                  William M. Richardson, Esq.
                  HUNTON & WILLIAMS LLP
                  Riverfront Plaza, East Tower
                  951 East Byrd Street
                  Richmond, Virginia 23219-4074
                  Telephone (804) 788-8200
                  Fax (804) 788-8218

                       - and -    

                  Joseph J. Saltarelli, Esq.
                  HUNTON & WILLIAMS LLP
                  200 Park Avenue
                  New York, New York 10166-0136
                  Telephone (212) 309-1000
                  Fax (212) 309-1100

Debtors'
Special
Securities
and Litigation
Counsel:          Katten Muchin & Rosenman LLP

Debtors'
Special
International
Counsel:          Dorsey & Whitney LLP

Special Counsel
to the Audit
Committee of Dana
Corporation's
Board of
Directors:        Skadden, Arps, Slate, Meagher & Flom LLP

Debtors'
Financial
Advisor and
Investment
Banker:           Henry S. Miller
                  MILLER BUCKFIRE & CO., LLC
                  250 Park Avenue, 19th Floor
                  New York, NY 10177

Debtors' Crisis
Manager and Chief
Restructuring
Officer:          Ted Stenger
                  AP SERVICES, LLC
                  (an affiliate of AlixPartners, LLC)
                  2000 Town Center, Suite 2400
                  Southfield, MI 48075
                  Telephone (248) 358-4420
                  Fax (248) 358-1969

Debtors'
Independent
Auditors:         PricewaterhouseCoopers LLP

Debtors' Tax
Advisors and
Accountants:      Ernst & Young LLP

Debtors' Claims,
Noticing and
Balloting Agent:  The BMC Group, Inc.

Counsel for
Prepetition and
Postpetition
Secured Lenders:  John J. Madden, Esq.
                  SHEARMAN & STERLING LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Telephone (212) 848-4000
                  Fax (212) 848-7179

Counsel for
Program Agent for
the Prepetition
Accounts
Receivable
Securitization
Facility:         Nancy L. Schimmel, Esq.
                  LATHAM & WATKINS
                  Sears Tower, Suite 5800
                  233 South Wacker Drive
                  Chicago, IL  60606
                  Telephone (312) 876-7618
                  Fax (312) 993-9767

United States
Trustee:          Deirdre A. Martini
                  United States Trustee for Region 2
                  33 Whitehall Street, 21st Floor
                  New York, NY 10004
                  Telephone (212) 510-0500
                  Fax (212) 668-2256

Counsel for
the U.S. Trustee: Greg M. Zipes, Esq.
                  Office of the United States Trustee
                  33 Whitehall Street, 21st Floor
                  New York, NY 10004
                  Telephone (212) 510-0500
                  Fax (212) 668-2256

Financial Condition as of September 30, 2005:

      Total Assets: $7,900,000,000

      Total Debts:  $6,800,000,000

Debtors' 50 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wilmington Trust Company         5.85% Notes       $466,672,500
Rodney Square North              due 2015
1100 North Market Street
Wilmington, DE 19890
Attn: Corporate Trust Admin.
Tel: (302) 636-6396
Fax: (302) 636-4145

Wilmington Trust Company         6.5% Notes        $361,501,389
                                 due 2009

Wilmington Trust Company         7% Notes          $277,743,069
                                 due 2029

Wilmington Trust Company         7% Notes          $170,441,634
                                 due 2028

Wilmington Trust Company         6.5% Notes        $154,550,000
                                 due 2008

Wilmington Trust Company         9% Dollar-        $116,148,326
                                 denominated
                                 Notes due 2011    

Wilmington Trust Company         10.125% Notes      $78,279,843
                                 due 2010

TRW Fremont Kingsway             Trade Debt         $10,417,624
128 River Bend Drive
Sevierville, TN 37876-1942
Attn: Bob Swan
Tel: (865) 453-0199
Fax: (865) 453-0429

Metaldyne Co. LLC                Trade Debt          $9,874,190
47659 Halyard Drive
Plymouth, MI 48170
Attn: Timothy Liuliette
Tel: (734) 207-6200
Fax: (734) 207-6500

Toyota Tsusho America Inc.       Trade Debt          $9,142,204
437 Madison Avenue, 29th Floor
New York, NY 10022
Attn: Takashi Hasegawa
Tel: (212) 418-0100
Fax: (212) 418-0117

Wilmington Trust Company         9% Euro-            $8,656,450
                                 denominated
                                 Notes due 2011

US Manufacturing Corp Buena      Trade Debt          $7,889,021
104 North Main Street Drive
New Providence, LA 50206
Attn: Loran Balvanze
Tel: (641) 497-5260
Fax: (641) 939-7539

Bruckner Supply Co., Inc.        Trade Debt          $5,533,014
c/o Wesco Receivables
P.O. Box 64256S
Pittsburgh, PA 15264-2565
Attn: Ron Haley
Tel: (412) 3934614
Fax: (412) 393-8831

Timken Co.                       Trade Debt          $5,190,986
59 Field Street
Torrington, CT 06790-4942
Attn: Jacqueline Dado
Tel: (330) 438-3000
Fax: (330) 471-4388

Sypris Technologies              Trade Debt          $4,831,382
2820 West Broadway
Louisville, KY 40211-1219
Attn: Jack Kramer
Tel: (502) 774-6011
Fax: (502) 774-6300

NTN Bearing Corp. of America     Trade Debt          $4,791,090
600 East Bishop Court
Mount Prospect, IL 60056-7604
Attn: Rick Thomas
Tel: (847) 298-7500
Fax: (847) 699-9744

Nova Tube Indiana LLC            Trade Debt          $4,230,748
1195 Port Road
Jeffersonville, IN 47130-8478
Tel: (812) 285-9796
Fax: (812) 285-8832

Toyoda Machinery USA Inc.        Trade Debt          $3,685,086
5932 Commerce Blvd.
Morristown, TN 37514-2941
Attn: Toshi Hirokawa
Tel: (423) 585-0999
Fax: (423) 585-2502

Robert Bosch Corporation         Trade Debt          $3,417,595
38000 Hills Tech Dr.
Farmington Hills, MI 48331
Attn: Kurt Liedtke
Tel: (248) 553-9000
Fax: (248) 398-1434

Rex Forge Division               Trade Debt          $3,378,717
355 Atwater Street
Plantsville, CT 06479-1653
Attn: Ronald Fontanella
Tel: (860) 628-0393
Fax: (860) 621-8971

Macsteel                         Trade Debt          $3,297,315
333 Westchester Ave.
White Plains, NY 10604-2910
Attn: Salvatore Purpura
Tel: (914) 872-2700
Fax: (914) 872-2722

Westport Axle Corp.              Trade Debt          $2,634,737
12740 Westport Road, Suite H
Louisville, KY 40245-2121
Attn: Alexander Van Leyen
Tel: (502) 425-2103
Fax: (502) 425-2508

Eaton Corporation                Trade Debt          $2,596,862
10221 Capital Street
Oak Park, MI 48237-3103
Attn: Rod Machek
Tel: 800-527-3851
Fax: 248-398-1434

Goodyear Tire & Rubber Co.       Trade Debt          $2,262,033
1144 East Market Street
Akron, OH 44316-0001        
Attn: Robert Keegan
Tel: (330) 796-2121
Fax: (330) 796-2222

Worthington Steel Company        Trade Debt          $2,210,185
100 Worthington Drive
Porter, IN 46304-8812     
Attn: Donal Malenick
Tel: (219) 929-4000
Fax: (614) 438-3256

AFC Holocroftald                 Trade Debt          $2,174,000
49630 Pontiac Trail
Wixom, MI 48393  
Attn: Karl Heinz
Tel: (248) 668-4016
Fax: (248) 624-3710

Koyo Corp USA                    Trade Debt          $2,005,143
29570 Clemens Road
Westlake, OH 44145-1007
Attn: Tsutomu Nemoto
Tel: (440) 835-1000
Fax: (440) 835-9347

Advanced Systems & Controls Inc. Trade Debt          $1,967,636
23426 Reynolds Court
Clinton Township, MI 48036-1240   
Attn: Andrew Zundel
Tel: (586) 468-5200
Fax: (586) 816-4558

Federal Mogul Corporation        Trade Debt          $1,925,215
26555 Northwestern Highway
Southfield, MI 48034       
Attn: Jose Maria Alapont
Tel: (248) 354-7700
Fax: (248) 354-8950

Wayne Manufacturing Corp.        Trade Debt          $1,921,704
6505 State Road 205       
Laotto, IN 46763-9618
Attn: Ron Dickerhoof
Tel: (260) 637-5586
Fax: (260) 357-4193

Cannon Automotive Solutions      Trade Debt          $1,858,812
Division of Electromac Group
1965 Ambassador Drive
Windsor, Ontario N9C 3R5 CANADA
Attn: Richard A. Buccarelli
Tel: (519) 969-0305
Fax: (519) 969-1437

Mercer Forge Corp.               Trade Debt          $1,818,056
200 Brown Street
Mercer, PA 16137   
Attn: James Ackerman
Tel: (724) 662-2750
Fax: (724) 662-5642

Wanxiang America Corporation     Trade Debt          $1,779,050
88 Airport Road
Elgin, IL, 60123-9324        
Attn: Pin Ni
Tel: (847) 622-8838
Fax: (847) 931-4838

Bearing Technologies             Trade Debt          $1,705,867
1141 Jaycox Road
Avon, OH 44011-1366   
Attn: Laszlo Tromler
Tel: (440) 937-4770
Fax: (440) 937-4771

Excel Polymers LLC               Trade Debt          $1,686,317
6521 David Industrial Parkway
Solon, OH 44139-3549  
Attn: Vic March
Tel: (440) 715-7000
Fax: (440) 715-7012

Brunner International Inc.       Trade Debt          $1,662,958
3959 Bates Road
Medina, NY 14103-9705      
Attn: Peter Brunner
Tel: 585-798-6000
Fax: 585-356-8885

Toyoda Koki Automotive Torsen NA Trade Debt          $1,623,086
Two Jetview Drive
Rochester, NY 14624               
Attn: Toshi Hirokawa
Tel: (423) 585-0999
Fax: (423) 585-2502

Akebono Corporation              Trade Debt          $1,617,933
34355 West Twelve Mile Road
Farmington Hills, MI 48331
Attn: Kevin J. Adler
Tel: (248) 489-7400
Fax: (248) 994-7901

Acemco Automotive                Trade Debt          $1,610,840
7297 Enterprise Drive             
Spring Lake, MI 48456-9695
Attn: Jim Scott
Tel: (231) 799-8612
Fax: (231) 799-9904

Parker Hannifin Corporation      Trade Debt          $1,606,403
6035 Parkland Boulevard
Cleveland, OH 44124-4141   
Attn: Donald Washkewicz
Tel: (216) 896-3000
Fax: (216) 896-4000

Tratech Inc.                     Trade Debt          $1,565,379
31900 Sherman Avenue
Madison Heights, MI 48071-5605
Attn: Carl Pittner
Tel: (248) 776-5700
Fax: (248) 776-5702

Bronson Precision Products Div.  Trade Debt          $1,547,565
4800 S Lapeer Road
Lake Orion, MI 48359-1877         
Attn: Daniel Carroll
Tel: (248) 340-9200
Fax: (248) 340-9277

Sanluis Rassini                  Trade Debt          $1,506,646
International Inc.
14500 North Beck Road
Plymouth, MI 48170-3383           
Attn: Robert Anderson
Tel: (734) 454-4904
Fax: (734) 454-4914

Nationwide Precision Products    Trade Debt          $1,479,121
200 Tech Park Drive  
Rochester, NY 14623-2487
Attn: Darren Gillette
Tel: (585) 272-7100
Fax: (585) 272-0171

Lexington Corp. Properties Trust Real Estate         $1,382,280
One Penn Plaza, Suite 4015
New York, NY 10119-4015           
Attn: Patrick Carroll
Tel: (212) 692-7200
Fax: (212) 594-6600

Metokote Corporation             Trade Debt          $1,366,260
1340 Neubrecht Road
Lima, OH 45801       
Attn: Jim Knight
Tel: (419) 996-7800
Fax: (419) 996-7801

Haldex Corporation               Trade Debt          $1,305,525
2222 15th Street
Rockford, IL 61125-1166
Attn: Jay Longbottom
Tel: (815) 398-4400
Fax: (815) 398-5977

Freudenberg Nok                  Trade Debt          $1,295,928
47690 East Anchor Court
Plymouth, MI 48170-2455
Attn: Mohsen Sohi
Tel: (734) 451-0020
Fax: (734) 451-2547

Kaiser Aluminum & Chemical Sales Trade Debt          $1,254,169
9700 South Harlem Avenue
Bedford Park, IL 60455-2302      
Attn: Michael Ahern
Tel: (708) 424-2180
Fax: (708) 424-6933

Shiloh Corporation               Trade Debt          $1,239,763
8800 Steel Drive
Valley City, OH 44280
Attn: Stephen Graham
Tel: (330) 558-2642
Fax: (330) 558-2670


DANA CORP: Can Use $800 Million of DIP Financing on Interim Basis
-----------------------------------------------------------------
At a hearing Friday afternoon in Manhattan, Dana Corporation
(NYSE: DCN) received interim approval from the U.S. Bankruptcy
Court for the Southern District of New York to access up to
$800 million under a new $1.45 billion debtor-in-possession
financing facility from Citigroup, Bank of America N.A., and JP
Morgan Chase Bank, N.A.

The court authorized Dana to use up to $800 million of the
facility on an interim basis pending a final order approving the
full facility.  This credit facility will be used for the
company's normal working capital requirements, including employee
wages, healthcare benefits, supplier payments, and other operating
expenses during the reorganization process.

The Company intends to make timely payment for goods received and
services provided to it on or after the filing date in the normal
course of business and in accordance with terms of existing
supplier agreements.

                    First Day Motions Granted

In addition, Judge Burton R. Lifland also granted approval for a
number of other "First-Day Motions" that Dana made as part of its
filings for reorganization under Chapter 11 of the U.S. Bankruptcy
Code to support its employees and suppliers, together with its
customers and other stakeholders.  The orders granted by the Court
will ensure that the company's business continues to function
without disruption.

Dana has received authorization to, among other things:

   -- continue to provide its employee wages, healthcare coverage
      and similar benefits for its employees uninterrupted;

   -- pay suppliers for goods and services provided; and

   -- maintain uninterrupted delivery of products and services to
      its customers.

"We made good progress on our first day in Court and are pleased
to have received the approvals needed to maintain normal
operations throughout our organization," Dana Chairman and Chief
Executive Officer Michael Burns said.  "As we transition into our
Chapter 11 reorganization, we will do so smoothly and with
continued focus on meeting the needs of our customers by providing
them with the quality products they have come to expect from us,
delivered on time and to best-in-class specification."

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for  
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.


DANA CORP: S&P Cuts Rating to CCC- and Then to D Post-Bankruptcy
----------------------------------------------------------------
Friday afternoon, Standard & Poor's Ratings Services lowered its
corporate credit ratings on Dana Corp. and its wholly owned
subsidiary, Dana Credit Corp., to 'D' from 'CCC-'.  The ratings
have been removed from CreditWatch with developing implications,
where they were placed on Feb. 24, 2006.  Total outstanding
consolidated debt at Sept. 30, 2005 (last reporting date), was
about $2.6 billion.

"This action follows the announcement that Dana and 40 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code," said Standard & Poor's
credit analyst Daniel DiSenso.  Toledo, Ohio-based Dana's non-U.S.
operations are not included in the filing.  To fund its operations
while in bankruptcy, Dana has secured a $1.45 billion debtor-in-
possession (DIP) financing facility.

Dana has been experiencing increased financial stress since mid-
2005 due to declining production levels from its largest domestic
customers, especially Ford Motor Co.; sharp increases in commodity
prices that it has not been able to pass along to customers; and
its own operational inefficiencies at both light and commercial
vehicle operations that the company disclosed in the fall of 2005
along with its restructuring plan to improve operating
performance. In addition, Dana has been unable to obtain a new and
expanded credit facility in a timely manner to ensure adequate
liquidity. Consequently, Dana's suppliers demanded upfront
payments, helping to precipitate a liquidity crisis and resulting
in the Chapter 11 filing.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this  
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left  
navigation bar, select Find a Rating, then Credit Ratings Search.

Thursday, Standard & Poor's Ratings Services lowered its corporate
credit rating on Dana Corp. and the counterparty credit rating on
wholly owned subsidiary Dana Credit Corp. two notches, to 'CCC-'
from 'CCC+' after the company announced that it missed a $21
million interest payment on two debt issues.  S&P noted that debt
obligations owed by Dana Credit Corporation contain cross-default
provisions.  


DANA CORP: Missed Interest Payments Cue Moody's to Junk Ratings
---------------------------------------------------------------
Hours before Dana Corporation sought chapter 11 protection,
Moody's Investors Service lowered these ratings:

    Dana Corporation:

        -- Corporate Family to Caa3 from B3;

        -- senior unsecured to Ca from Caa1;

    Dana Credit Corporation:

        -- senior unsecured to Ca from Caa1.

The downgrades reflect the company's announcement that it failed
to make the March 1, 2006, interest payments on its 7% Senior
Notes due March 1, 2029, and its 6-1/2% Senior Notes due March 1,
2009.  The announcement dramatically heightens the potential for
Dana's filing for Chapter 11, and casts greater doubt on the
progress of the company's discussions to renegotiate its bank
facilities.

The Negative outlook reflects the continuing uncertainty of Dana's
ability to renegotiate its bank facilities, avoid a Chapter 11
filing, and stem the erosion in its operating performance despite
the possibility of lower production levels and continued price-
downs by its domestic OEM customers.

Dana's liquidity rating remains at the SGL-4 level, reflecting the
weakness in the company's ability to generate cash from operations
and its need to renegotiate its credit facilities.

Dana Corporation, headquartered in Toledo, Ohio, is a global
leader in the engineering, manufacture and distribution of
products and services for the automotive, engine, heavy truck,
off-highway, industrial and leasing markets.  Dana Credit
Corporation is a wholly owned leasing and finance subsidiary of
Dana Corporation which is in the process of being liquidated. Dana
had annual sales of approximately $9.1 billion in 2004 and employs
46,000 people in 28 countries.


DANA CORP: DBRS Junks Loan & Bond Ratings and Then Cuts Them to D
-----------------------------------------------------------------
Friday afternoon, Dominion Bond Rating Service downgraded Dana
Corporation's Bank Debt rating to D from CCC, and cut the Senior
Unsecured Notes rating to D from CC.  DBRS's rating action follows
the Company's decision to file for Chapter 11 bankruptcy
protection.  The filing covers Dana and 40 U.S. subsidiaries of
the Company, and excludes Dana's European, South American, Asia-
Pacific, Canadian, and Mexican subsidiaries.

DBRS' ratings are based on public information.  For more
information on this credit or on the auto and auto parts industry,
visit http://www.dbrs.com/

A day before Dana's chapter 11 filing, Dominion Bond Rating
Service downgraded the Bank Debt rating to CCC from BB (low) and
the Senior Unsecured Notes rating to CC from B (high).

Dominion said the ratings would remain "Under Review with Negative
Implications" where they were placed on Oct. 11, 2005.  Thursday's
rating actions followed the Company's failure to make the interest
payment due to March 1, 2006.  DBRS noted that Dana's failure to
make the interest payment by March 31 would result in an eventual
default.

DBRS notes that Dana has suffered a precipitous decline in
profitability impacted by these factors:

   (1) A decline in demand from the Company's major customers,
       Ford Motor Company and General Motors Corporation, which
       account for approximately 36% of Dana's revenue;

   (2) Persistent high raw material costs; and

   (3) Operating problems at the Company's commercial vehicle
       unit.

DBRS has maintained the Company "Under Review with Negative
Implications" reflecting the uncertainty of the Company's ability
to make the payment within the grace period.


DEL MONTE: Buys Meow Mix for $705 Mil. & Moody's Affirms Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed Del Monte Corporation's
ratings:

   -- Ba3 rating on its senior secured credit facilities,
   -- B2 rating on its senior subordinated notes,
   -- Ba3 corporate family rating, and
   -- SGL-2 speculative grade liquidity rating.  

Moody's also changed the outlook on all ratings to stable from
positive.

The affirmation of ratings and change in rating outlook follows
DLM's announcement that it will acquire the Meow Mix Company for
approximately $705 million in cash, as well as divest its private
label soup and infant feeding business for approximately
$268 million in cash.  The acquisition will be funded through a
combination of proceeds from the soup business sale, incremental
borrowings, and cash balances.  

While Moody's views the acquisition as making strategic sense and
being a good fit with the company's other pet food businesses, the
increased leverage and integration risk -- combined with the
recent adoption of more aggressive financial policies -- make an
upgrade in the near to intermediate term less likely.  However,
DLM's solid track record of integrating acquisitions, its expected
post-acquisition financial profile, and Moody's expectation that
DLM will work to reduce acquisition debt in the year ahead,
justifies the affirmation of the company's ratings at existing
levels.  Moody's notes, however, that final details concerning the
ultimate financing structure for the transaction and the degree to
which it impacts DLM's available sources of financing and
liquidity could ultimately result in a change to DLM's speculative
grade liquidity rating.

Ratings affirmed are:

   Issuer: Del Monte Corporation

   * Corporate family rating at Ba3

   * $350 million senior secured revolving credit expiring 2011
     at Ba3

   * $450 million senior secured term loan A, maturing 2011 at
     Ba3

   * $149.2 million senior secured term loan B, maturing 2012 at
     Ba3

   * $250 million senior subordinated notes, maturing 2015 at B2

   * $450 million senior subordinated notes, maturing 2012 at B2

   * Speculative grade liquidity rating of SGL-2

Outlook: Changed to stable from positive

DLM's ratings are supported by its product and category
diversification, which spans processed vegetables, tomatoes,
fruit, tuna, and pet foods.  The company has a portfolio of well
known brands, including Del Monte, Contadina, StarKist, 9Lives,
and Kibbles'n Bits.  Its acquisition will add additional pet food
brands under the Meow Mix label.  Its $3.2 billion pro forma
revenue base provides meaningful scale, while its products benefit
from relatively stable consumption trends.  DLM exhibits good cash
flow characteristics, and maintains good liquidity -- which is
important to its credit profile given a high degree of seasonality
during the year.

DLM's ratings are limited by the maturity, highly competitive, and
relatively low growth characteristics of many of the food
categories in which it operates.  Margins have been pressured by
cost increases for such key raw materials as steel, freight, and
fuel, as well as increased marketing spending to support sales and
re-invigorate brands.  The ratings also take into account that
agricultural crop seasons result in large swings in DLM's working
capital during the year.  In addition, the ratings also consider
that over the past year Del Monte has adopted a more aggressive
financial policy which included a $125 million accelerated share
repurchase program, and the establishment of a cash dividend.

Moody's believes the acquisition of Meow Mix makes strategic
sense.  DLM is already a major producer of pet food producing both
wet and dry cat and dog food and pet snacks.  This continues to be
a relatively attractive segment of the food industry, with solid
growth characteristics and good profit margins.  Meow Mix, with
sales of over $250 million, will increase DLM's pet food business
to over $1 billion in revenues and increase company-wide gross
margins due to Meow Mix's higher-margin operations.  We also view
positively DLM's funding a portion of this acquisition via
proceeds from the divestiture of its private label soup business -
- an unbranded operation which did not have the same attractive
growth or margin characteristics as Meow Mix.  That said, DLM is
paying a very full price for Meow Mix and will be challenged to
achieve an acceptable return on this investment.

While DLM has reduced net debt by $164 million over the past 12
months, net debt should initially increase by approximately $500
million as a result of the Meow Mix acquisition and soup business
divestiture.  We expect this will increase debt/EBITDA to over 4X,
pro forma for the acquisitions and divestitures.  Leverage will
increase further during the year due to the seasonal buildup of
working capital and related borrowings.

Due to the announced transaction and increased leverage, Moody's
does not expect an upgrade in DLM's ratings in the near term.  
Over time, however, the company's ratings could be upgraded if it
is able to successfully integrate Meow Mix's operations, and
reduce leverage such that Debt/EBITDA can be sustained below 3.5X
and free cash flow to debt exceeds 10%.  Conversely, DLM's ratings
could become pressured if the company encounters material
integration problems with Meow Mix, pursues additional debt
financed acquisitions or share repurchase activity such that
debt/EBITDA exceeds 4.5X and free cash flow to debt falls to much
below 8%.

Del Monte Corporation is the primary operating subsidiary of Del
Monte Foods Company.  Del Monte Foods Company, with headquarters
in San Francisco, California, is a major manufacturer of branded
packaged food and pet food products.


DIGITAL LIGHTWAVE: Names Kenneth T. Myers as President & CEO
------------------------------------------------------------
The Board of Directors of Digital Lightwave, Inc. (Nasdaq: DIGL)
appointed Kenneth T. (Ted) Myers as the Company's President and
Chief Executive Officer.  Mr. Myers is the co-founder of Digital
Lightwave and has exceptional knowledge of the Company's
technology, products and marketplace.  He succeeds Robert F.
Hussey, who has served as Interim President and Chief Executive
Officer since February 2005.  Mr. Hussey will continue as a
Director, and as a member of the Executive Committee of the Board.

Mr. Myers has worked in engineering and development for nearly 30
years.  He has been with the Company since it was founded in 1991,
where he and Dr. Bryan Zwan designed the first Network Information
Computer, the ASA312.  Since that time Mr. Myers has held various
positions in the Company in both management and engineering as
well as Chief Technology Officer.

Dr. Bryan Zwan, Chairman of the Board of the Company, commented,
"Mr. Myers intimacy with the Company product, technology and
operations and his understanding of the marketplace will bring a
fresh and pointed approach to the management of the Company.  I
look forward to working with Ted as the Company pursues new growth
opportunities and a return to profitability in the rapidly
changing telecommunications industry."

Dr. Zwan went on to say, "I would like to thank Robert Hussey for
the excellent progress he made toward achieving the Company's
restructuring goals over the past year while serving as interim
President and CEO.  The other members of the Board of Directors
join me in thanking Bob for his commitment and service to the
Company and in welcoming Ted as our new President and CEO."

Mr. Hussey stated, "Digital Lightwave has made great progress over
the last year in both significantly updating its product lines and
reshaping company operations.  I'm proud of the extraordinary
effort put forth by everyone at Digital Lightwave in achieving
those goals and look forward to being a witness to the Company's
success in 2006."

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At Sept. 30, 2005, Digital Lightwave's equity deficit widened
to $44,696,000 from a $29,146,000 deficit at Dec. 31, 2004.


DMX MUSIC: Wants to Hire KPMG as Tax Accountants
------------------------------------------------
Maxide Acquisition, Inc., dba DMX MUSIC, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for authority to employ KPMG, LLP, as their tax
accountants.

KPMG will provide the Debtors tax compliance and advisory services
including preparing federal and state corporate tax returns and
supporting schedules for tax year 2004.

David K. Yasukochi, a partner at KPMG, tells the Court that for
this engagement, the Firm will bill $80,000.

Mr. Yasukochi assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is     
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).  
The case is jointly administered with Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated more than $100 million in assets and
debts.


DOLPHIN POOLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Dolphin Pools, Inc.
             aka Dolphin Pool & Spa
             3405 Highway 169 North
             Plymouth, Minnesota 55441

Bankruptcy Case No.: 06-40293

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                Case No.
      ------                                --------
      Minnesota Pools, Inc.                 06-40294

Type of Business: The Debtors install and maintain swimming
                  pools.  See www.dolphinpool-spa.com/

Chapter 11 Petition Date: March 3, 2006

Court: District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

Debtors' Counsel: Mary L. Cox, Esq.
                  Henson & Efron, P.A.
                  220 South Sixth Street, Suite 1800
                  Minneapolis, Minnesota 55402
                  Tel: (612) 252-2856
                  Fax: (612) 339-6364

Debtors' financial condition as of August 31, 2005:

      Total Assets: $1,718,663

      Total Debts:  $1,455,813

Debtors' 20 Largest Unsecured Creditors:

      Entity                             Claim Amount
      ------                             ------------
   Paun, Thomas                              $780,178
   1907 Wayzata Boulevard
   Wayzata, MN 55391

   Fabyanske Westra Hart                     $128,390
   800 LaSalle Avenue
   Minneapolis, MN 55402

   Custom Distributing                       $108,206
   3510 Winnetka Avenue North
   New Hope, MN 55427

   Minnesota Pools                           $107,000

   Superior Pools                             $57,825

   Meikle & Taylor                            $52,429

   Biolab                                     $46,160

   WIN Enterprises                            $23,190

   American Express                           $19,080

   Emerald Spa                                $11,480

   RJF Agencies                               $10,777

   CP Enterprises                              $8,627

   Vyn-All Products                            $6,431

   USAquatics                                  $5,326

   Aqua Creek Products                         $4,369

   Comcast                                     $4,045

   Home Depot                                  $3,231

   Medica                                      $3,208

   Platinum Plus                               $3,174

   Excel Energy                                $3,042


ENTERGY NEW ORLEANS: Court Approves April 19 as Claims Bar Date
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 31, 2006,
Entergy New Orleans Inc. asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to fix April 19, 2006, as the
deadline by which proofs of claim based must be filed against
it.

Each person or entity asserting prepetition claim against the
Debtor is required to file a written proof of claim on or before
the Bar Date with the Clerk of the Bankruptcy Court.

A claimant need not file a proof of claim for these prepetition
claims:

   (a) Any prepetition claim for which a proof of claim against
       the Debtor has already been properly filed with the Clerk
       of Court;

   (b) Any prepetition claim of a person or entity (i) whose
       claim is listed on the Debtor's Schedules of Liabilities
       and (ii) is not described in the schedules as "disputed,"
       "contingent," or "unliquidated," and (iii) who does not
       dispute the amount, priority, status, or nature of the
       prepetition claim;

   (c) Any prepetition claim to the extent that the prepetition
       claim has been paid by the Debtor with the Court's
       authority; and

   (d) Any prepetition claim that has been fixed and allowed by
       a Court order entered on or before the Bar Date.

Proofs of claim for any rejection damage claims arising during
the Debtor's Chapter 11 Case must be filed by the later of:

   (i) 30 days after the effective rejection date; or

  (ii) the Bar Date.

Proofs of claim for any other prepetition claims with respect to
a lease or contract must be filed by the Bar Date.

                        *     *     *

The Honorable Jerry A. Brown of the Bankruptcy Court for the
Eastern District of Louisiana directs all entities, including
governmental units, with prepetition claims against Entergy New
Orleans, Inc., to file a proof of claim on or before April 19,
2006, with the Court.

Judge Brown clarifies that holders of prepetition claims regarding
first mortgage bonds issued under a Mortgage and Deed Trust dated
as of May 1, 1987, between New Orleans Public Service, Inc., and
Bank of Montreal Trust Company, do not need to file a proof of
claim with the Court.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORD MOTOR: February 2006 Automobile Sales Dropped by 4%
--------------------------------------------------------
Ford Motor Company announced last week that its U.S. domestic car
sales for February 2006 dropped 4% from the high car sales it
experienced in January.  

Ford Motor also divulged that it would cut 2006 second quarter
production in North America by 1.8% to 890,000 cars and trucks.  
Ford's announcement of falling car sales in February is the latest
setback afflicting the financially troubled company, which has
been beset by massive losses for the past year, rising fuel costs
and continued declining share in the North American market.

Ford's February sales of sports utility vehicles declined by 21%,
while sales of its F-Series pickup trucks rose 5.5%.  News of the
Company's declining sales in February drove its shares below
$8 per share in active trading on the New York Stock Exchange.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Ford Motor Company CEO William Clay Ford Jr. unveiled a
restructuring plan that calls for eliminating up to 30,000 jobs
and closing several factories in North America by 2012.  Dubbed as
the "Way Forward," the plan also proposes to reduce production
capacity by 26% in three years.

Ford lost $1 billion before taxes on its automotive operations in
2005, up from an $850 million loss in 2004.  It posted a full-year
profit of $2 billion, down from $3.5 billion in 2004.

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

                          *     *     *

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

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

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


GENERAL MOTORS: February 2006 U.S. Sales Fall to 301,545 Vehicles
-----------------------------------------------------------------
General Motors Corporation disclosed that its U.S. automobile
sales for February dipped 2.5% to 301,545 vehicles.  

General Motors' car model sales fell 13% in February, but sales of
its sports utility vehicles, pickup trucks and minivans gained
5.3% in February.  

GM's market share in North American for 2005 decreased to 23.4%
from market share of 24.2% in 2004.

The Company also announced that it would cut its second quarter
2006 North American production by 3.7% to 1.2 million cars and
trucks.  

GM's falling car sales in February is just the latest setback for
the troubled company, which has been beset by a continuing decline
of market share in North America due to intense competition, high
fuel prices and high labor and employee health care costs, reports
said.

GM's announcement of the fall of its February car sales drove its
shares below $20 per share in heavy trading at the New York Stock
Exchange.

As reported in the Troubled Company Reporter on Feb. 13, 2006,
General Motors Corporation unveiled a turnaround plan that is
expected to generate savings, stem losses, reduce costs and
business risks and further enhance GM's financial flexibility.

GM will cut its dividend payments to $0.25 per share, per quarter,
payable on March 10, 2006 to holders of record as of Feb. 16,
2006.  The dividend had previously been $0.50 per share, per
quarter, since the first quarter of 1997.  The change in the
dividend rate will reduce GM's cash outlay by about $565 million
on an annualized basis.

Other components of the turnaround plan include:

   -- revised health-care benefit plan for salaried retirees in
      the U.S. that is expected to reduce GM's liability by about
      $4.8 billion and its annual health-care expense by almost
      $900 million before taxes; and

   -- planned restructuring of the U.S. salaried pension benefit
      plan.

At Dec. 31, 2005, GM reported total assets $475,284,000,000 and
total liabilities of $457,511,000,000.  As of Dec. 31, 2005, GM's
balance sheet showed $16,734,000,000 of positive shareholder'
equity, compared to stockholders' equity of $27,401,000,000 for
Dec. 31, 2004.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of General
Motors Acceptance Corporation.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 22, 2006,
Moody's Investors Service lowered the Corporate Family Rating and
senior unsecured rating of General Motors Corporation to
B2/Negative Outlook from B1/Review for Downgrade.  GM's ratings
were placed under review for possible downgrade on January 26th.

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

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


HAPPY KIDS: Court Okays Rejection of 17 Equipment Leases
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Happy Kids Inc. and its debtor-affiliates permission to
reject 17 unexpired equipment leases.

The Debtors reminds the Court that they sold substantially all of
their assets to Wear Me Apparel Corp., and are in the process of
concluding their chapter 11 cases.  The sale transaction to Wear
Me closed on Nov. 30, 2005.

The equipment was used in connection with the Debtors' former
leased warehouse facility located in Dayton, New Jersey, that was
included in the asset sale.  Upon the closing of the asset sale,
Wear Me determined that the equipment in the warehouse is no
longer necessary in the operations of that facility and decided
not to assume it.

The Debtors also determined that the equipment leased under the 17
agreements is no longer necessary to their estates and the leases
should be rejected.  

A list of the 17 rejected equipment leases is available for free
at http://ResearchArchives.com/t/s?60f

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3, 2005
(Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon, Esq., at
Proskauer Rose LLP, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $54,719,000 and total debts of
$82,108,000.


HSM-KENNEWICK: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HSM-Kennewick, L.P.
        1100 Providence Towers West
        5001 Spring Valley Road
        Dallas, Texas 75244

Bankruptcy Case No.: 06-30900

Chapter 11 Petition Date: March 3, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Rakhee V. Patel, Esq.
                  Pronske & Patel, P.C.
                  1717 Main Street, Suite 3400
                  Dallas, Texas 75201
                  Tel: (214) 438-1611
                  Fax: (214) 438-1612

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Henry S. Miller Investment Co.   Loan                   $75,000
1100 Providence Towers West
5001 Spring Valley Road
Dallas, TX 75244

HSM Equity Partners, Inc.        Arrearage              $60,000
1100 Providence Towers West
5001 Spring Valley Road
Dallas, TX 75244

Sheila K. Knight                                             $0
Irrevocable Trust
5001 Spring Valley Road
Suite 1160E
Dallas, TX 75244

Rick Wahorne                                                 $0

Rainbow Trading Corp.                                        $0

PBB Investments, Ltd.                                        $0

Mike McCoy                                                   $0

Jonathan C. Knight                                           $0

J.D. Walker                                                  $0

J&D Stein Family LP                                          $0

Henry S. Miller Holdings Corp.                               $0

General Land, LLC                                            $0

Fred Brodsky                                                 $0

First Continental Enterprises                                $0

Embrey Enterprises, Inc.                                     $0

Elliot S. Jaffe                                              $0

Chilton Investment Trust                                     $0

Barrie Damson                                                $0


HUNTSMAN CORP: S&P Places BB- Credit Rating on Developing Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Huntsman
Corp. and its affiliate Huntsman International LLC on CreditWatch
with developing implications, including the 'BB-' corporate credit
ratings.
     
The CreditWatch placement follows the company's recent
announcement that it is undertaking a review of its corporate
structure that could result in the spin-off to shareholders of its
$6 billion base chemicals and polymers operations.  

The Salt Lake City, Utah-based chemical company has cited
frustration with the valuation of its shares since the time of the
February 2005 IPO as the reason for the proposed transaction.

This announcement follows the company's decision during February
2006 to terminate discussions with potential buyers that had
expressed interest in acquiring the entire corporation.  As of
Dec. 31, 2005, Huntsman reported approximately $4.5 billion of
debt, excluding adjustments for unfunded postretirement benefit
obligations.
     
The CreditWatch developing indicates that the corporate credit and
issue ratings could be raised, lowered or affirmed following such
a transaction, depending upon a review of key elements of the
proposal.
      
"If Huntsman pursues a spin-off to shareholders, key factors for
review will include the amount of debt to be placed on each
business, disclosure of the legal entities that will hold the
respective assets of each business, and any contractual or
structural changes that will affect the existing debt obligations
that will remain in place," Standard & Poor's credit analyst
Kyle Loughlin said.
     
Standard & Poor's would expect the differentiated portfolio, which
is much more profitable and resistant to cycles, will have the
stronger business profile and substantially more debt capacity
than Huntsman's more cyclical commodity assets.
     
Based on the preliminary information, Huntsman expects to pursue
the spin-off of the entire commodity chemical business into a
separate legal entity, resulting in two publicly held chemical
companies.  One company would continue to build on the $7.5
billion differentiated, higher growth and more profitable product
portfolio that includes:

   * polyurethanes,
   * advanced materials,
   * performance products, and
   * pigments,

while the basic commodity businesses would form the second company
focused on basic chemical and polymers.  

During 2005, the differentiated businesses generated nearly 75% of
Huntsman Corp's EBITDA.  Huntsman indicated that it will be mid-
2006 before audits and other work is completed to facilitate the
transaction, with the separation targeted for sometime in the
second half of 2006.
     
Huntsman Corp. is a holding company with diverse chemical
operations generating annual sales of approximately $13 billion.
Despite a strategic emphasis on growing the performance chemicals
business, nearly half of Huntsman's total revenue is currently
still derived from commodity product categories, consisting of:

   * the domestic petrochemical assets and a large basic
     petrochemical complex at Wilton, U.K.; and

   * a No. 3 position in the global titanium dioxide business.  

These markets are cyclical and sensitive to changes in the balance
between supply and demand, rapid movements in the price of raw
materials, and the level of economic growth; accordingly,
operating profit margins will exhibit significant variability
depending upon external business conditions.  Still, Huntsman's
business mix in commodity chemicals is balanced by:

   * good positions in a number of intermediate products;

   * participation in the more attractive niches within the
     polymers segment; and

   * significant contributions from differentiated product
     categories.


INTEGRATED ELECTRICAL: Court Okays Use of Cash Management System
----------------------------------------------------------------
Sanford R. Edlein, Integrated Electrical Services, Inc.'s chief
restructuring officer, relates that Integrated Electrical
Services, Inc., and its debtor-affiliates maintain an integrated
cash management system that is highly automated and computerized,
and includes the necessary accounting controls to enable the
Debtors to trace funds through the system and to ensure that all
transactions are adequately documented and readily ascertainable.

"It is designed to efficiently collect, transfer, and disburse
funds for each of the Debtors' business units.  With periodic
adjustments, the Debtors' Cash Management System has been in
place since approximately January 2003," Mr. Edlein says.

The Debtors have approximately 34 business units and maintain
more than 100 bank accounts at various banks and financial
institutions across the country.  IES' Corporate Treasury
Department maintains two concentration accounts at Bank of
America, N.A.  Each of the Debtors' business units is assigned to
one of eight regional concentration banks, based on geographical
location.  Two business units outside of the Regional Banks'
market areas use other banking institutions.

Each business unit maintains at least two separate accounts with
its Regional Bank (disbursement and payroll), and a depository
account with either BofA or its Regional Bank under the control
of BofA.  All three types of accounts are typically zero balance
accounts, with automatic transfers between those accounts and the
Regional Concentration Accounts.

As funds are collected, mainly from accounts receivable, they are
deposited into the blocked depository accounts.  All receivables
then flow to the main blocked account to pay down any loan, fees,
or expenses outstanding to BofA.  Funds remaining are then sent
on a daily basis by BofA to IES' main operating account for use
by the Debtors.

The United States Trustee requires debtors to close prepetition
Bank Accounts and open new postpetition bank accounts.  If
enforced in the Debtors' cases, this requirement would cause
enormous disruption in the Debtors' business, thereby impairing
their efforts to reorganize, Mr. Edlein says.

Mr. Edlein points out that the Debtors' Bank Accounts and Cash
Management System, with periodic adjustments, have been
established and employed for several years and constitute
ordinary course, essential business practices.  The Bank Accounts
and Cash Management System provide significant benefits to the
Debtors including, among other things, the ability to:

    (i) efficiently collect and disburse funds, including payroll
        obligations to employees and accounts payable obligations
        to vendors,

   (ii) invest idle funds to maximize interest income with minimal
        risk, and

  (iii) ensure maximum availability of funds for each of the
        Debtors' business units.

At the Debtors' request, the U.S. Bankruptcy Court for the
Northern District of Texas authorizes the Debtors to continue to
use their existing Bank Accounts and Cash Management System.  The
Order will become final if no objections are filed within 20 days.

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: Court Okays Waiving of Sec. 345 Guidelines
-----------------------------------------------------------------
Integrated Electrical Services, Inc., and its debtor-affiliates
had three investment accounts:

    (i) an account used to invest excess cash held overnight in
        the IES Operating Account;

   (ii) an account used to invest funds that are held in a
        segregated cash collateral account that is subject to a
        lien in favor of BofA; and

  (iii) an account that permits the Debtors to manually invest
        funds.

According to Sanford R. Edlein, Integrated Electrical Services,
Inc.'s chief restructuring officer, funds from the Overnight
Investment Account are invested in the Columbia Treasury Reserves
fund managed by Columbia Management.  The fund generally invests
in a diversified portfolio of high quality money market
instruments that, at the time of the investment, are considered
to have remaining maturities of 397 days or less.  The fund
typically invests at least 80% of its assets in U.S. Treasury
obligations, and repurchase agreements secured by U.S. Treasury
obligations.  The 7-day current yield on the fund as of Dec. 31,
2005, was approximately 3.54%.  Standard and Poor's has rated the
fund AAA.

Funds from the Manual Investment Account and the Cash Collateral
Investment Account are invested in a money market fund that is
managed by Fidelity Investments, Mr. Edlein continues.  The fund
generally invests at least 80% of its assets in U.S. Government
securities and repurchase agreements for those securities.  The
fund may also enter in reverse repurchase agreements.  The 7-day
current yield on the fund as of December 31, 2005, was
approximately 3.91%.  Standard and Poor's has rated the fund AAA.

"By investing excess cash in this manner, the Debtors are able to
enhance returns on their short-term balances while maintaining
sufficient liquidity levels to meet their cash flow obligations,"
Mr. Edlein explains.

Section 345(a) of the Bankruptcy Code provides that a trustee may
make deposits or investments of the money of the estate that will
yield the maximum reasonable return on that money, taking into
account the safety of that deposit.  Section 345(b) further
provides that unless the Court orders otherwise, for deposits or
investments that are not "insured or guaranteed by the United
States or by a department, agency, or instrumentality of the
United States or backed by the full faith and credit of the
United States," the estate must require the institution with
which the money is deposited or invested to either post a surety
bond or deposit "securities of the kind specified in section 9303
of title 31."

To the extent that the banks with which the Debtors deposit funds
do not otherwise comply with the requirements of Section 345 of
the Bankruptcy Code, the Debtors ask U.S. Bankruptcy Court for the
Northern District of Texas to permit them continue using their
deposit accounts under Section 345(b).

Mr. Edlein asserts that the Debtors' investment policy does not
threaten their reorganization or the financial well being of the
Debtors' estates, and cause exists for the Court to waive the
strict requirement of Section 345(b) to allow the Debtors to
continue their current investment policy.

                        *     *     *

The Hon. Barbara J. Houser of the Bankruptcy Court for the
Northern District of Texas grants the Debtors' request on an
interim basis.  If no objections are filed within 20 days, the
Order will become final.

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 SECURITY: Equity Deficit Tops $5.2 Million at Dec. 31
----------------------------------------------------------------
Integrated Security Systems, Inc. (OTCBB:IZZI) delivered its
financial results for the fourth quarter and fiscal year ended
Dec. 31, 2005, to the Securities and Exchange Commission on
Feb. 21, 2006.

For the three months ended Dec. 31, 2005, the company reported
$938,268 net loss compared to $960,749 net loss for the same
period of 2004.  Total sales decreased by $0.1 million, or 4%, to
$3.0 million during the quarter ended Dec. 31, 2005 from
$3.1 million during the quarter ended Dec. 31, 2004.

The last six months have been critical in the history of
Integrated Security Systems, Inc.  Beginning last July, the
company began a process of restructuring its largest subsidiary,
B&B ARMR, a leading producer of anti-terrorism and perimeter
security barriers and systems.  This was done in an effort to
improve the company's products and services as well as reduce its
cost structure.  

As part of this restructuring process, the company closed its
Norwood, Louisiana facility and outsourced significant portions of
our production.  In addition, the company moved the headquarters
offices of the business to Carrollton, Texas.  While these changes
resulted in a decrease in headcount from 70 to fourteen, the new
structure allows a greater focus on what its customers consider to
be the highest value activities; namely design, engineering and
support.

In financial terms, the company has begun to realize the fruits of
this restructuring. B&B ARMR produced positive operating income in
December.  During the next twelve months, the company expects to
see considerable acceleration in both sales and profits for the
division.  In addition, all indications from the market point to
improved sales leading into the future.

Corporate expenses, consisting of interest, legal, accounting and
corporate staff plus non-cash costs for warrants and debt issuance
amortization remain somewhat high for the company's current size
and offset current contributions from operations.  The company
expects this to change in its fourth fiscal quarter ending
June 30, 2006, as the company gains volume and our structure is
well positioned to accommodate that growth.

The restructuring process, including a physical move, changes in
accounting systems and personnel changes made it necessary to
restate results for the first quarter, which ended in September.  
This restatement resulted in a sales decrease of approximately
$40,000 and an increase in the net loss allocable to common
stockholders of approximately $340,000.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 28, 2005,
Weaver and Tidwell, LLP, expressed substantial doubt about the
company's ability to continue as a going concern after it audited
the company's financial statements for the fiscal year ended
June 30, 2004.  The auditors cited the company's significant
losses from operations for the year.  The company received a
similar opinion from its previous auditors, Grant Thornton LLP.

Headquartered in Irving, Texas, Integrated Security Systems, Inc.
-- http://www.integratedsecurity.com/-- is a technology company  
that provides products and services for homeland security needs.
ISSI also designs, develops and markets safety equipment and
security software to the commercial, industrial and governmental
marketplaces.  ISSI's Intelli-Site(R) provides users with a
software solution that integrates existing subsystems from
multiple vendors without incurring the additional costs associated
with upgrades or replacement.

At Dec. 31, 2005, the Company's balance sheet showed $10.2 million
in total assets and $15.9 million in total liabilities, resulting
in a stockholders' deficit of $5.7 million.


INTRAWEST CORP: Moody's Affirms B1 Senior Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Intrawest
Corporation including its B1 senior unsecured debt ratings and Ba3
corporate family rating.  In addition, Moody's changed the outlook
to developing from stable as a result of Intrawest's intention to
review strategic options to enhance shareholder value, which could
include a capital restructure review, strategic partnerships, or
business combinations.

The developing outlook incorporates the uncertainty as to the type
of transaction that will be entered into, the timing of the event,
and ultimate impact it will have on bondholder's.  Moody's will
monitor Intrawest's progress during its strategic review process
and evaluate the events as information becomes available.

Intrawest operates ten mountain ski resorts in North America, six
in the United States and four in Canada.  The company also owns,
develops, and manages residential and commercial in areas
adjoining its resorts.  Additionally, the company owns Abercrombie
& Kent Group a luxury travel company, as well as a resort
community and golf course in Florida, a golf course in Arizona,
and Alpine Helicopter Ltd., a Canadian helicopter skiing and
hiking company.


J. CREW GROUP: Extends Tender Offer for Sr. Sub. Notes to May 1
---------------------------------------------------------------
J. Crew Operating Corp. is extending its Tender Offer and Consent
Solicitation relating to its 9-3/4% Senior Subordinated Notes
due 2014 (CUSIP No. 46612GAC1).  The Offer will now expire at
9:00 a.m., New York City time, on May 1, 2006, unless further
extended.

Holders who have tendered their Notes pursuant to the Offer are
being given the opportunity to withdraw their tendered Notes and
revoke their consents to certain proposed amendments to the
related indenture until 5:00 p.m., New York City time, on
March 8, 2006.  

Holders who validly withdraw their Notes and revoke their consents
prior to the Withdrawal Deadline will not receive any
consideration for their Notes.  Withdrawing Holders who wish to
re-tender their Notes and re-deliver their consents in order to
receive the Tender Consideration must validly re-tender their
Notes at or prior to the Expiration Time.  The right to withdraw
tendered Notes and the right to revoke consents will expire at the
Withdrawal Deadline except under certain limited circumstances.  
If the Offer is consummated, holders who validly tendered their
Notes prior to 5:00 p.m., New York City time, on Oct. 14, 2005,
and who do not withdraw their tendered Notes prior to the
Withdrawal Deadline will receive the Total Consideration.

Holders who do not withdraw their tendered Notes prior to the
Withdrawal Deadline, or Withdrawing Holders who re-tender their
Notes prior to the Expiration Time, will be deemed to have
consented to this amendment to the Offer.

Questions regarding the Offer should be directed to the sole
dealer manager:

               Goldman, Sachs & Co.,
               Attention: Credit Liability Management Group
               Tel: (212) 357-7867
                    (877) 686-5059

Requests for assistance or additional sets of the supplement or
the offer materials may be directed to the Information Agent and
Depositary:

               Global Bondholder Services Corporation
               Tel: (212) 430-3774
                    (866) 873-6300

J. Crew Group retails men's and women's apparel, shoes and
accessories.  The Company operates 160 retail stores, the J.Crew
catalog business, jcrew.com, and 44 factory outlet stores.

As of Oct. 29, 2005, J. Crew's equity deficit narrowed to
$525 million from a $578 million deficit at Oct. 30, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty apparel retailer J. Crew Group Inc. to 'B'
from 'B-'.  The rating remains on CreditWatch with positive
implications due to the planned recapitalization of the company,
which includes an IPO of its common stock and debt refinancing.

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's placed the ratings of J. Crew Group, Inc. on review for
possible upgrade following the company's filing for an upcoming
initial public offering and plan to utilize the proceeds to de-
lever its balance sheet.

These ratings were placed on review for possible upgrade:

   * Corporate family rating of B3
   * Senior discount notes of Caa2


J.L. FRENCH: Court Gives Final Nod on $50 Million DIP Financing
---------------------------------------------------------------
J.L. French Automotive Castings, Inc., reported that it received
final approval from the U.S. Bankruptcy Court for the District of
Delaware of the full $50 million debtor-in-possession financing.  
The company earlier reached agreement with its unsecured creditors
committee on various objections the committee had raised to the
terms of the financing.

Since filing its pre-arranged reorganization under Chapter 11 on
Feb. 10, J.L. French has achieved support from vendors and
customers alike.  Virtually all of the company's vendors are
shipping on schedule.  The company's foreign operations are
excluded from the Chapter 11 case.

As reported in the Troubled Company Reporter on Feb. 14, 2006, the
company received Court approval on its first day motions, which
included:

    * access to $25 million in interim debtor-in-possession
      financing;

    * payment of prepetition employee wages and benefits;

    * payment of prepetition critical trade vendor claims; and

    * continued use of the Debtor's cash management system and
      banking relationships.

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the    
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.  
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


JAMES RIVER: Incurs $9.4 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
James River Coal Company (NASDAQ: JRCC) had a $9.4 million net
loss for the fourth quarter of 2005 and a net loss of
$12.3 million for the year ended Dec. 31, 2005.

"This was a very busy quarter and a very busy year for James River
Coal Company," Peter T. Socha, the Company's Chairman and Chief
Executive Officer said.  "We spent a great deal of time and effort
setting the stage for profitable growth in 2006 and 2007.  
However, setting the stage for profitable future growth has
required substantial current investment.  These investments have
included both people and mine infrastructure.  Thus far in 2006,
we are clearly seeing the results of these investments."

"Our production in January 2006 from CAPP was 19% higher than the
comparable period in 2005.  During 2005, we closed three high cost
mines and opened four new lower cost mines.  Lastly, we are
benefiting from new higher sales prices.  Our average sales price
in January 2006 was almost $6.00 per ton higher than the average
CAPP sales price just one month earlier in December 2005.  In
summary, we are very confident about the future.  Our major
investment program has almost concluded, we have continued to
attract some of the best employees and management in the coal
mining industry and the overall industry dynamics continue to be
very bright."

                         Quarterly Results

Mr. Socha continued: "With a few minor exceptions, our mining
conditions this quarter were good.  We had three mines performing
development work in connection with moves to better mining
conditions.  All three mines have completed this work and are
currently in normal mining conditions."

"Our costs this quarter ... were higher than the 3rd quarter of
2005 and the 4th quarter of 2004.  We continue to be impacted by
industry-wide cost inflation in both labor and raw materials. We
have also been impacted by lower productivity resulting from more
operational and safety training for our miners.  Lower
productivity was also due to more time being spent on belt and
infrastructure maintenance."

"The fourth quarter is traditionally the slowest production time
of year and our mine operations teams performed extra maintenance
in expectation of a busy 2006.  The strategy has proven to be
successful as equipment and belt availability have both shown
improvement in 2006.  We have also seen a dramatic reduction in
injuries and lost-time accidents."

"Lastly, our SG&A increased primarily due to salaries, benefits,
and stock related compensation.  We have added an entire team of
managers and associates dedicated to the development of our new
surface mines.  This team includes technical, operations, and land
acquisition personnel to acquire additional properties, design the
new mines, obtain all necessary permits, and manage the new mine
operations."

                            Liquidity

The Company has entered into an amendment of its Senior Secured
Credit Facility that restored the Company's compliance with all
of the financial covenants of the Senior Secured Credit Facility
as of Dec. 31, 2005, and revised certain covenants in the Senior
Secured Credit Facility on an ongoing basis.  As of
Dec. 31, 2005, the Company had available liquidity of
approximately $33.9 million.  This consisted of unrestricted cash
on hand of approximately $8.9 million and availability under the
revolver component of our Senior Secured Credit Facility of
approximately $25.0 million.

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

                           *     *     *

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

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

Moody's lowered this rating:

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

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


JAMES RIVER: Poor Performance Cues Moody's to Review Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade James River Coal Company's B2 corporate family rating,
its B1 senior secured rating and its B3 senior unsecured rating.
At the same time Moody's affirmed James River Coal's SGL-4
speculative grade liquidity rating, reflecting weak liquidity.

The review was prompted by James River's very poor operating
performance in the fourth quarter of 2005 and Moody's belief that
the company's operating performance may not improve as rapidly as
previously expected as it transitions to new mines and continues
to suffer from high operating costs at all of its mines.  

The review is also prompted by Moody's concerns about the
direction the company may take given its announcements of both an
acquisition that will consume all of the company's remaining cash
balance and a strategic review that will consider further
acquisitions, a merger with another company or the sale of James
River Coal.

On Review for Possible Downgrade:

   Issuer: James River Coal Company

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently B1

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

Outlook Actions:

   Issuer: James River Coal Company

   * Outlook, Changed To Rating Under Review From Negative

The review will focus on James River Coal's ability to transition
to new mines, its ability to generate consistent operating income
at all of its mines, the time frame in which company-wide
profitability may occur and the sustainability of profitable
operations.  The review will also consider the company's ability
to generate cash flow and its available alternatives to fund
negative free cash flow.  Moody's believes the company is likely
to generate negative free cash flow in 2006 given the company's
operating performance and its capex guidance.  The review will
also consider the company's overall liquidity in the context of
both its debt and liquidity ratings.  It is possible that
following the review the rating may be lowered more than one
notch.

The SGL-4 liquidity rating reflects weak liquidity.  While the
company has received some short term covenant relief Moody's
believes additional relief may be required over the course of the
next twelve to fifteen months.  In addition, Moody's expects the
company, over the course of the next twelve months, to be free
cash flow negative given the relatively high capital expenditure
levels anticipated in 2006.

James River Coal Company, based in Richmond Virginia, is engaged
in the mining and marketing of steam and industrial coal and had
revenues in the fiscal year ended Dec. 31, 2005, of $454 million.


KNOBIAS INC: Loan from Bushido Capital Now Totals $945,000
----------------------------------------------------------
Knobias, Inc.'s loan from Bushido Capital Master Fund, LP, now
totals $945,000 after it borrowed $50,000 more from Bushido on
Feb. 23, 2006.  The financing started in June 2, 2005.

The Company issued Bushido Convertible Promissory Notes, to
evidence the loans.   The Notes bear interest at 8% per annum and
are convertible into subsequent convertible instruments or shares
of common stock.

The Company's loans are:

      Issuance Date        Maturity Date        Principal Amount
      -------------        -------------        ----------------
      June 2, 2005         June 2, 2006             $250,000
      August 9, 2005       August 9, 2006            $50,000
      August 25, 2005      August 25, 2006           $50,000
      September 7, 2005    September 7, 2006         $50,000
      September 21, 2005   September 21, 2006        $50,000
      October 19, 2005     October 19, 2006          $50,000
      November 3, 2005     November 3, 2006          $50,000
      November 17, 2005    November 17, 2006         $60,000
      December 1, 2005     December 1, 2006          $75,000
      December 15, 2005    December 15, 2006         $55,000
      December 28, 2005    December 28, 2006         $35,000
      January 10, 2006     January 10, 2007          $55,000
      February 8, 2006     February 8, 2007          $65,000
      February 23, 2006    February 23, 2007         $50,000

The Company may, without premium or penalty, prepay the principal,
and all accrued interest, at any time prior to the date of
maturity.  The full principal amount of the Notes, plus interest,
is due upon a default under the terms of the Notes.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Knobias' ability to continue as a going concern after
it audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
significant operating losses.

Knobias, Inc. -- http://www.knobias.com/-- provides complete   
financial information solutions for institutional market
participants, corporations and industry professionals.  Actionable
data is delivered via high-quality applications consisting of
proprietary products; analytics; streaming information; financial
data; fundamental research; and third-party research.  Primarily
through its wholly owned subsidiary, Knobias.com, LLC, it markets
its products to individual investors, day-traders, financial
oriented websites, public issuers, brokers, professional traders
and institutional investors.

At Sept. 30, 2005, Knobias' liabilities exceeded its assets by
$2,059,985.


KNOBIAS INC: Appoints Susan R. Walker as Chief Financial Officer
----------------------------------------------------------------
The Board of Directors of Knobias, Inc., appointed Susan R.
Walker, CPA, CVA as Chief Financial Officer.

Mrs. Walker graduated from the University of Southern Mississippi
in May 1990 with a Bachelor of Science degree in Accounting and
obtained her license as a Certified Public Accountant in the same
year.  

She worked with Arthur Andersen, LP in the Jackson, Mississippi
office from 1990 to 1994 and with a local firm from 1994 to 1998.  
In 1998, she began her own public accounting firm providing
bookkeeping, taxation and litigation support services.   

She has worked with the company since December 2001 in a part-time
accounting position.  Mrs. Walker is not a party to any employment
agreement with the Company, and there is no family relationship
between or among Mrs. Walker and any director or executive officer
of the Company.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Knobias' ability to continue as a going concern after
it audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
significant operating losses.

Knobias, Inc. -- http://www.knobias.com/-- provides complete   
financial information solutions for institutional market
participants, corporations and industry professionals.  Actionable
data is delivered via high-quality applications consisting of
proprietary products; analytics; streaming information; financial
data; fundamental research; and third-party research.  Primarily
through its wholly owned subsidiary, Knobias.com, LLC, it markets
its products to individual investors, day-traders, financial
oriented websites, public issuers, brokers, professional traders
and institutional investors.

At Sept. 30, 2005, Knobias' liabilities exceeded its assets by
$2,059,985.


LEGACY ESTATE: Can Employ Morrison & Foerster as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in Santa Rosa gave The Legacy Estate Group LLC and its debtor-
affiliates permission to employ Morrison & Foerster LLP as their
special corporate and debt financing counsel.

Morrison & Foerster will receive a $50,000 postpetition retainer
from the Debtors.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Morrison & Foerster will:

      a) serve as general corporate counsel, and provide advice
         relating to general corporate matters, disclosure
         requirements, corporate transactions, merger, acquisition
         and asset disposition issues;

      b) investigate, research and analyze legal and factual
         corporate issues, and prepare relevant corporate
         documents;

      c) provide services pertaining to other related matters such
         as general commercial litigation and tax and employee
         benefit issues;

      d) negotiate with potential lenders and investors regarding
         debtor-in-possession financing, equity investment or
         merger and acquisition transactions; and

      e) provide other services relate to corporate issues or debt
         and equity financing pursuant to any plan of  
         reorganization.

The hourly rate for Morrison & Foerster's professionals are:

         Designation                        Hourly Rate
         -----------                        -----------
         Members                           $485 to $850
         Associates                        $235 to $480
         Paralegals and Specialists        $125 to $240

Adam Lewis, Esq., at Morrison & Foerster, assures the Bankruptcy
Court that his Firm does not hold or represent any interest
adverse to the Debtors or their estates.

                     About Morrison & Foerster

With more than a thousand lawyers in 19 offices around the world,
Morrison & Foerster -- http://www.mofo.com/-- offers clients   
comprehensive, global legal services in business and litigation.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey   
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn LLP represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection


MASSEY ENERGY: S&P Affirms BB- Rating & Amends Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Richmond,
Virginia-based coal producer Massey Energy Co. to negative from
stable.  All ratings, including the 'BB-' corporate credit rating,
were affirmed.
     
"The outlook revision followed Massey's downward revision to its
2006 production guidance by 2 million tons and its upward revision
of its 2006 cost guidance by $1 per ton," Standard & Poor's credit
analyst Dominick D'Ascoli said.  

"These revisions and the continual inability of Massey to meet its
own production and cost guidance, despite additional capital
expenditures aimed at improving its operations, are manifestations
of the difficult operating conditions Massey faces.  As a result,
we have reduced our expectations of future cash flows and credit
metrics."
     
"We could lower the ratings if sales volumes fall significantly
short of company guidance or costs significantly increase.  We
could also lower the ratings if the company implements additional
shareholder initiatives at a meaningful detriment to the balance
sheet.  We could revise the outlook to stable if productivity
increases and contributes to higher cash flow generation or if the
company were to reduce its debt leverage," Mr. D'Ascoli added.
     
Massey's geographic concentration fully exposes the company to
this region's difficult operating environment, which includes:

   * increasing environmental compliance costs;
   * a lengthy permitting process; and
   * onerous regulations.


MILACRON INC: Dec. 31 Balance Sheet Upside-Down by $5.2 Million
---------------------------------------------------------------
Milacron Inc. (NYSE: MZ) disclosed its fourth quarter 2005 net
earnings of $5.7 million on sales of $217 million compared to a
net loss of $1.9 million on sales of $213 million in the fourth
quarter of 2004.  Fourth quarter net earnings included a
$5.6 million income tax benefit in both 2004 and 2005.

Both sales and operating earnings in the most recent quarter came
in at the high end of the guidance last issued by Milacron on
Nov. 4, 2005.  New orders were $215 million, a 9% gain over the
year-ago quarter of 2004.

During the fourth quarter of 2005, net cash provided by operations
was $3.3 million.  At the end of the fourth quarter, Milacron had
$46 million in cash and $37 million in borrowing availability
under its revolving credit agreement, for total liquidity of $83
million, virtually unchanged from the beginning of the quarter.

                         Fiscal Year 2005

Milacron's net loss for the year was $14.1 million compared to a
net loss of $51.8 million in 2004.  2005 results included
$1.5 million in after-tax restructuring costs.  Results in 2004
included, with no tax benefit, $21.4 million in refinancing costs
and $13.0 million in restructuring charges.

Sales in 2005 reached $809 million, up 4% from $774 million in
2004.  New orders rose to $823 million from $766 million, a 7%
increase, as solid growth in North America and Asia offset
continued weakness in European markets.

Net cash provided by operations for the year was $9.2 million.

                              Outlook

"We expect 2006 to be a better year," Ronald D. Brown, the
company's chairman, president and chief executive officer said.
"As energy and material costs, including resin prices, appear to
be stabilizing, the economic fundamentals favor continued recovery
in industrial markets worldwide.  As a result, we are projecting
an overall volume growth of 4% to 5% in 2006."

"For the first quarter, we expect to show modestly favorable
comparisons versus a year ago, both in sales and in segment
earnings before the effect of any restructuring charges.  While we
will be executing the restructuring of our European plastics
businesses throughout 2006, the bulk of the benefits will not be
realized until 2007.  However, further sales growth and improved
pricing, as well as continual cost reductions, are expected to
improve overall operating results," he said.

                             Dividends

The company is accruing dividends on its preferred stock but has
not declared payments for the quarter ended December 31, 2005.  No
dividends were declared or accrued on its common stock.  Milacron
currently has outstanding 60,000 shares of 4% Cumulative Preferred
Stock, 500,000 shares of 6% Series B Convertible Preferred Stock,
and approximately 50 million shares of common stock.

At Dec. 31, 2005, the Company's balance sheet showed
$671.8 million in total assets and $677 million in total
liabilities, resulting in a stockholders' deficit of $5.2 million.

Headquartered in Cincinnati, Ohio, Milacron Inc. --
http://www.milacron.com/-- is a leading global manufacturer and  
supplier of plastics-processing equipment and related supplies.  
Milacron is also one of the largest global manufacturers of
synthetic water-based industrial fluids used in metalworking
applications.  The company has major manufacturing facilities in:
North America, Europe, and Asia.  Milacron's annual revenues
approximated $805 million over the last twelve months.

                            *   *   *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed the ratings of Milacron Inc.:

   * $225 million of 11.5% guaranteed senior secured notes
     due 2011, Caa1

   * Corporate Family rating, Caa1

These ratings reflect Milacron's high leverage and the weak credit
metrics resulting from the combination of the slower than expected
growth in the company's end markets and the continuing impact of
higher raw material costs.


MUSICLAND HOLDING: Court Okays BMC as Claims Agent on Final Basis
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 1, 2006,
Musicland Holding Corp. and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's authority
to appoint BMC Group, Inc., as their claims, noticing, and
balloting agent to assist the Debtors in distributing notices and
to process information pertaining to the Chapter 11 Cases.

BMC's fees as notice and claims agent are:

      Consulting                            Hourly Rate
      ----------                            -----------
      Typical Blended Rate                     $135
      Seniors/Principals                    $180 - $275
      Consultants                           $100 - $175
      Case Support                           $65 - $95
      Data Entry/Administrative Support         $45

Judge Stuart M. Bernstein granted the Debtors' request on a final
basis.

Judge Bernstein orders that 30 days before the closing of the
Debtors' cases, an order dismissing BMC will be submitted
terminating the services of BMC upon completion of its duties and
responsibilities.

In addition, the Court authorizes BMC to box and transport all
original documents, in proper format, to the Federal Archives.

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


MUSICLAND HOLDING: Gets Court Nod to Pay $368,144 to 94 Employees
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 27, 2006,
Musicland Holding Corp. and its debtor-affiliates paid corporate
employees under the Management Incentive Program for performance
meeting various profitability or operational goals.

For fiscal year 2006, the Debtors have not, to date, made any
Corporate MIP payments.  The Debtors also did not make any
Corporate MIP payouts for fiscal year 2005.

Thus, the Debtors sought authority to continue and honor any
prepetition obligations owed under the Corporate MIP.

The Debtors also sought to enhance the Corporate MIP solely for
fiscal year 2006, to properly reward certain regular, full-time
officers, directors, managers, and specifically identified
individual contributors that have and will continue to play a
critical role in the Debtors' restructuring.

Under the modified Corporate MIP, the Debtors propose to pay 25%
of the current Corporate MIP fiscal year 2006 Target Bonuses to
the Eligible Employees.  In addition, the Modified Corporate MIP
will reward the Eligible Employees for their efforts in the
Debtors' restructuring.

The Debtors believe that Modified Corporate MIP is critical to
their postpetition compensation structure to properly incentivize
the Eligible Employees that will be formulating and implementing
the initiatives necessary for the Debtors to accomplish their
financial and operational goals during their Chapter 11 Cases.

                            *    *    *

Judge Stuart M. Bernstein authorizes the Debtors, on a full and
final basis, to pay $368,144 of the Modified Corporate MIP to 94
Eligible Employees.  The remaining $171,138 of the Modified
Corporate MIP, payable to five Eligible Employees, will be heard
at a later date.

Other than the Official Committee of Unsecured Creditors, no other
party is allowed to object to the Modified Corporate MIP.

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


NANO CHEMICAL: Post $233,000 Net Loss in Quarter Ended December 31
------------------------------------------------------------------
Nano Chemical Systems Holdings, Inc., delivered its financial
results for the quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission on March 2, 2006.

For the three months ended Dec. 31, 2005, Nano Chemical incurred a
$233,924 net loss, compared to a $77,286 net loss for the same
period in 2004.  The $156,638 increase in net loss is primarily
attributed to a $212,932 decrease in sales.  Since inception, the
Company had had losses totaling $1,684,535.

The Company's balance sheet at Dec. 31, 2005, showed $1,618,858 in
total assets and $2,424,132 in total liabilities, resulting in a
$805,274 stockholders' deficit.

A full-text copy of Nano Chemical's financial statements for the
quarter ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?60d
  
                        Green Tree Default

Nano Chemical is currently in default on required quarterly
interest payments under a $1 million promissory note issued in
behalf of Green Tree Spray Technologies, LLC, on March 15, 2005.

The GreenTree Note was issued as part of the consideration under
the Asset Purchase Agreement dated March 15, 2005, by and between
GreenTree and the Company.  The GreenTree Note requires quarterly
interest payments at 8% per annum with a final balloon payment
equal to all remaining outstanding principal and interest due on
March 15, 2007.

                           SEC Subpoena

On Jan. 26, 2006, the Company received a subpoena from the SEC
requesting production of documents relating to, among other
things, the Heritage Share Exchange, the GreenTree asset purchase,
issuances of stock, press releases, filings under the Securities
Exchange Act of 1934, employees, and investors.  The Company
intends to cooperate fully with the SEC and is preparing a
response.

                        Going Concern Doubt

Madsen & Associates CPAs', Inc., expressed substantial doubt about
Nano Chemical's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm pointed to the Company's
need to secure additional working capital for its planned activity
and to service its debt.

Nano Chemical Systems Holdings, Inc., manufactures and sells
aerosol-delivered janitorial and industrial products, waxes,
lubricants, and polishes to other companies, which those companies
then sell under their own brand names.  The Company also has its
own line of branded products.


OPEN SOLUTIONS: Moody's Rates $60 Mil. 2nd Lien Term Loan at B3
---------------------------------------------------------------
Moody's Investors Service assigned to Open Solutions Inc., a B2
Corporate Family Rating, a B1 rating to its $320 million first
lien secured credit facilities, and a B3 to its $60 million second
lien secured term loan.  The rating outlook is stable. Proceeds of
the current offering will be used to finance the acquisition of
BISYS Information Solutions for $470 million and pay associated
fees.  Moody's also assigned a SGL-2 speculative grade liquidity
rating.

The B2 corporate family rating reflects Open's sizable debt
leverage, the small size of its enterprise, significant
acquisition history, as well as challenges to retain BIS' software
clients.  The rating also reflects the company's good organic
revenue growth, free cash flow, and low client concentration.

The stable rating outlook reflects the criticality and contractual
nature of the company's software and services, provided via onsite
licensing and on an outsourced basis to small and medium sized
banks and credit unions for their regulated processing needs.  
Upward rating pressure could occur subsequent to more substantial
evidence of higher BIS' retention rates and continued free cash
flow to debt in excess of 10%.  Conversely, a scenario of lower
organic revenue growth, lower BIS retention rates, or higher
conversion implementation costs such that free cash flow to debt
falls below 5% could lead to downward rating pressure.

The B1 rating for the first lien credit facilities considers the
value accorded by the guarantees and collateral package.  The B3
rating for the second lien term loan reflects the effective
subordination that would likely absorb a disproportionately larger
share of any credit losses in a distress scenario.  The first and
second lien facilities are secured by a first priority security
interest in stock of each subsidiary and substantially all
tangible and intangible assets, and also receive subsidiary
guarantees from all domestic subsidiaries, excluding Canadian
operations.  Open's capital structure also includes unrated $144
million senior subordinated convertible notes with an initial
investor cash put option in February 2012.

Open has grown rapidly through acquisition in a short timeframe:
since the start of fiscal 2004 and prior to the closing of BIS,
Open has completed nine acquisitions, expanding its modest asset
base from $133 million at fiscal year end 2003 to about $750
million pro forma for the BIS acquisition.  Moody's believes Open
faces challenges to retain BIS' clients, given the relatively
larger banking institution profile of BIS clients.  Client
concentration is low; the largest client represents approximately
2% of pro forma revenues.

Open's organic revenue growth should continue to support free cash
flow growth and debt reduction.  The company's year over year
organic revenue growth outpaced percentage growth of the company's
larger competitors.  For the trailing twelve months ended Dec. 31,
2005, Open's and BIS' combined free cash flow approximated $74
million, a 15% free cash flow to pro forma debt ratio.  Moody's
notes that the credit facilities contain a 75% excess cash flow
sweep, facilitating the reduction of these facilities.

Moody's anticipates Open will continue to be acquisitive. However,
the first lien credit facilities place limitations on acquisition
spending to $50 million or less until the total leverage ratio is
less than 4.0x.  Maximum test levels ratchet from initial tests at
March 31, 2006, under which the definition of EBITDA includes
specified pro forma allowances for acquisitions and cost savings.

The SGL-2 liquidity rating reflects Open's and BIS' combined
approximate $74 million free cash flow for the LTM ended Dec. 31,
2005, which is generated by its combined recurring revenue stream.  
Post-merger, Open is projected to have $20 million in cash on hand
combined with $30 million available under its committed revolver.  
Open currently has ample cushion in its covenants, but any
acquisition activities, or downward pressure on EBITDA, could put
pressure on covenant compliance.

Ratings Assigned:

   * Corporate Family Rating at B2
   * $290 Million First Lien Secured Term Loan at B1
   * $30 Million First Lien Secured Term Revolver at B1
   * $60 Million Second Lien Term Loan at B3

Rating Outlook: Stable

Headquartered in Glastonbury, Connecticut, Open Solutions Inc.,
provides financial institution data processing and information
management software and services.


O'SULLIVAN INDUSTRIES: Wants to Assume 241 Contracts and Leases
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
seek the U.S. Bankruptcy Court for the Northern District of
Georgia's authority to assume 241 executory contracts and
unexpired leases effective as of the confirmation date of their
Plan of Reorganization.

A list of the 241 Assumed Contracts & Leases is available for free
at http://ResearchArchives.com/t/s?60e

Pursuant to Section 365(b)(1) of the Bankruptcy Code, the Debtors
are required to provide adequate assurance that they will promptly
cure defaults, if any, under the Assumed Contracts and Leases at
the time of assumption.

Based on their books, records and other related documents, the
Debtors have determined these cure amounts for certain of the
Assumed Contracts and Leases:

   Agreement                                  Cure Amount
   ---------                                  -----------
   Real Property Lease
      Central States Warehouse                      $610
      Columbia Electric Corp.                      2,077
      Haas Warehousing, Inc.                       1,703

   Software License Agreements
      CDW Computer Centers                         6,587
      DSI                                         28,422
      Huber and Associates, Inc.                     250
      Hyperion (formerly Arbor)                    7,626
      Matrikon (Tigrsoft)                          3,936
      Parametric Tech. Corp.                       2,507
      PCMALL                                       7,072
      UCCNET, Inc.                                   384

   Service Agreements
      ADP, Inc.                                      134
      Process Works, Inc.                            224
      Standley Construction, Inc.                  1,032
      Standley Enterprises, Inc.                  29,032
      Avis E. Tobin, Jr., d/b/a Ed Tobin Designs   7,424
      Lexington Furniture Industries              10,077
      The Coleman Company, Inc.                   32,331

   Personal Property Leases
      Key Equipment Finance                          386
      Lakeland Office System                       2,500
      Mellon US Leasing                            1,789
      Pitney Bowes                                 1,218

Any monetary amounts by which each Assumed Contract and Lease is
in default will be satisfied by payment of the default amount in
cash by the latest of:

   (i) the Effective Date;

  (ii) in the event of a dispute regarding the default amount,
       within 10 days of the entry of a Court order setting the
       default amount;

(iii) the date of a Court order approving the assumption of an
       executory contract or unexpired lease not otherwise
       assumed pursuant to the terms of the Plan; or

  (iv) on other terms as the parties to the Assumed Contracts or
       Leases may otherwise agree.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


REVLON CONSUMER: S&P Affirms B- Rating & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Revlon
Consumer Products Corp. to stable from negative.
     
At the same time, Standard & Poor's affirmed all of its ratings on
Revlon, including its 'B-' corporate credit rating.  About
$1.4 billion of debt is affected by this action.
      
"The revised outlook is based on Revlon meeting its revised full
year EBITDA guidance for fiscal 2005 and our expectation that the
company will maintain satisfactory liquidity for the rating over
the intermediate term," Standard & Poor's credit analyst Patrick
Jeffrey said.

Additionally, initial success of the company's Almay and Vital
Radiance product initiatives could help position Revlon to
significantly improve its operating performance in fiscal 2006.
Revlon is expected to complete its $110 million equity offering,
which is fully back-stopped by MacAndrews and Forbes, by March 31,
2006, and be used to reduce debt.  A further $75 million equity
issuance is expected to be completed by June 30, 2006, and be used
for additional liquidity.


REVLON INC: Balance Sheet Upside-Down by $1.095B at December 31
---------------------------------------------------------------
Revlon, Inc. (NYSE: REV) disclosed results for the fourth quarter
ended Dec. 31, 2005.  Net earnings for the quarter advanced 39% to
$64 million, versus net earnings of $46 million in the fourth
quarter of 2004.  Adjusted EBITDA for the quarter grew 28% to
$127 million, versus Adjusted EBITDA of $99 million in the fourth
quarter of 2004.

For the full year of 2005, the Company reduced its net loss to
$84 million, from a net loss of $143 million in 2004.  Adjusted
EBITDA of $167 million for the year compared with Adjusted EBITDA
of $193 million for the full year 2004.  

The Company indicated that, during the fourth quarter of 2005, it
began the rollout of its two new strategic brand initiatives,
which were successful in securing a significant increase in color
cosmetics retail space commitments for the Company.  For the full
year 2005, net sales related to the new brand initiatives
totaled approximately $33 million, after taking into account some
$44 million in incremental costs for returns and allowances.  
Total launch costs associated with the brand initiatives were
approximately $62 million in 2005.

Fourth Quarter 2005 Highlights:

   -- grew net sales 16% to $438 million;

   -- achieved Adjusted EBITDA growth of 28% to $127 million;

   -- successfully executed the Company's extensive sell-in for
      2006, achieving an increase of approximately 23% in U.S.
      color cosmetics space commitments at retail;

   -- achieved 42% growth in diluted earnings per share to $0.17.

Full Year 2005 Highlights:

   -- grew net sales 3% to $1,332 million;

   -- achieved Adjusted EBITDA of $167 million, in line with
      previous guidance of approximately $170 million;

   -- restaged and improved several important Revlon franchises,  
      reversing consumption declines in 2004;

   -- developed and launched Vital Radiance, a first-to-market
      complete line of color cosmetics at mass for women over the
      age of 50;

   -- completely restaged Almay for 2006, capitalizing on the
      healthy beauty opportunity at mass;

   -- grew U.S. market share in color cosmetics, hair color, and
      beauty tools and maintained market share in anti-perspirants
      and deodorants; and

   -- developed and readied for launch the Company's re-entry into
      prestige fragrances.

Commenting on the Company's performance, Revlon President and
Chief Executive Officer Jack Stahl stated, "We accomplished a
great deal in 2005, and we set the stage for a strong year in
2006.  Our strategy to re-energize important franchises, while
simultaneously developing new products, is working.  We are
confident that the benefits of our recently-launched 2006 brand
initiatives, coupled with our productivity and margin enhancement
programs, will build as the quarters progress in 2006, furthering
our progress and moving us closer to our objective of achieving
long-term, profitable growth."

                     Fourth Quarter Results

Net sales in the fourth quarter of 2005 advanced 16% to
$438 million, compared with net sales of $378 million reported in
the fourth quarter of 2004.  This growth was primarily driven by
North America, stemming from the Company's strong sell-in of its
two new brand initiatives for 2006.  Also contributing to the
strong sales performance was growth in International, despite
unfavorable foreign currency translation.  Excluding the impact of
foreign currency translation, net sales for the Company advanced
approximately 17% versus year-ago in the fourth quarter of 2005.

In North America, net sales for the quarter grew 22% to
$306 million, versus $251 million in the fourth quarter of 2004.
This performance was fueled by the successful sell-in of the
Company's new Vital Radiance brand and the re-launch of its Almay
brand, which combined contributed some $65 million in net sales in
the quarter, after giving effect to approximately $12 million in
incremental returns and allowances associated with the
initiatives.  Also contributing to the net sales growth was
shipment strength in other areas of the Company's portfolio --
namely beauty tools and hair color.

These positive factors were partially offset by some continued
softness of several base color cosmetics franchises.  Importantly,
the Company is continuing to implement its strategy to restage and
rejuvenate important franchises and, in 2006, Revlon is restaging
its ColorStay long-wear franchise.

In International, net sales for the quarter grew approximately 4%
to $132 million, versus $127 million in the fourth quarter of
2004.  

This performance reflected growth in each of the Company's
International regions, partially offset by unfavorable foreign
currency translation.  Excluding the impact of foreign currency
translation, International net sales were up approximately 7%
versus year-ago.

Operating income in the fourth quarter was $100 million, versus
operating income of $72 million in the fourth quarter of 2004.  
Adjusted EBITDA in the fourth quarter of 2005 was $127 million,
compared with Adjusted EBITDA of $99 million in the same period
last year.  This performance was largely driven by the growth in
shipments and a lower rate of returns and allowances on the base
business, partially offset by fourth quarter start-up costs
associated with the Company's new brand initiatives.

Operating income and Adjusted EBITDA in the fourth quarter of 2004
included charges totaling approximately $7 million and $6 million,
respectively, for restructuring and additional consolidation
costs, while restructuring charges in the fourth quarter of 2005
were negligible.

Net income in the fourth quarter of 2005 advanced 39% to
$64 million compared with net income of $46 million in the fourth
quarter of 2004.  This improvement was primarily driven by the
growth in operating income in the quarter.

Cash flow used for operating activities in the fourth quarter of
2005 was $24 million, compared with cash flow from operating
activities of $41 million in the fourth quarter of 2004.  This
performance largely reflected increased working capital and
permanent display purchases associated with launching the
Company's new brand initiatives, partially offset by the growth in
operating income in the quarter.

                        Full-Year Results

Net sales advanced approximately 3% to $1,332 million for the full
year of 2005, compared with net sales of $1,297 million for the
full year of 2004.  Excluding the benefit of favorable foreign
currency translation, net sales for the full year advanced
approximately 2%.  Driving this performance was International and
the benefit of the Company's new brand initiatives in North
America.  Partially offsetting these benefits were continued
softness of several base color cosmetics franchises not yet
restaged and an $11 million reduction in licensing revenue due to
the prepayment of certain minimum royalties and renewal fees in
2004.

In North America, net sales of $857 million in 2005 were
essentially even with net sales of $856 million in 2004.  This
performance largely reflected the benefits of approximately
$33 million in net sales from the Company's new brand initiatives,
after giving effect to approximately $44 million in incremental
returns and allowances associated with launching the initiatives.   
Also benefiting the net sales comparison were lower returns and
allowances on the Company's base franchises.  Offsetting these
benefits were lower sales of several base color cosmetics
franchises and the reduction in licensing revenue.

International net sales advanced approximately 8% to $475 million
in 2005, versus International net sales of $442 million in 2004.   
This performance reflected broad-based shipment strength, with
each of the Company's regions registering growth.  Also benefiting
the International sales comparison for the year was favorable
foreign currency translation, which added approximately two points
of the growth.

Operating income for the full year of 2005 was $65 million, versus
operating income of $89 million in 2004, while Adjusted EBITDA for
2005 was $167 million, versus Adjusted EBITDA of $193 million in
2004.  This performance largely reflected the benefit of the
growth in shipments, which was more than offset by approximately
$62 million of start-up costs associated with the Company's new
brand initiatives, including the $44 million of incremental
returns and allowances provisions and, as it relates to the
operating income comparison, some $7 million of accelerated
amortization.  Also impacting the comparison were the
aforementioned lower licensing revenue, higher overall brand
support and higher personnel-related expenses, including
severance.

Operating income and Adjusted EBITDA in 2005 included charges
totaling approximately $2 million for restructuring, while
operating income and Adjusted EBITDA in 2004 included charges
totaling approximately $7 million and $6 million for restructuring
and additional consolidation costs.

Net loss declined in 2005 to $84 million compared with net loss
of $143 million in 2004.  This improvement largely reflected an
$82 million decline in costs related to the early extinguishment
of debt.  Partially offsetting this benefit was the decline in
operating income for the full year 2005.

Cash flow used for operating activities in 2005 was $140 million,
compared with cash flow used for operating activities of
$94 million in 2004.  This performance largely reflected the
decline in operating income, as well as a significant increase in
working capital and permanent display purchases associated with
the Company's new brand initiatives.

Revlon Inc. is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Revlon's Web sites featuring
current product and promotional information can be reached at
http://www.revlon.com/and http://www.almay.com/  Revlon's  
corporate and investor relations information can be accessed at
http://www.revloninc.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).

At Dec. 31, 2005, Revlon, Inc.'s balance sheet showed a
$1,095,900,000 equity deficit compared to a $1,019,900,000 deficit
at Dec. 31, 2004.


REYNOLDS & REYNOLDS: SEC Probe Cues Moody's to Cut Ratings to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded The Reynolds and Reynolds
Company's senior unsecured ratings to Ba1 from Baa3 and placed the
ratings on review for further possible downgrade.  At the same
time Moody's assigned a corporate family rating of Ba1, also
placed on review for possible downgrade.

The downgrade reflects continuing challenges the company faces in
resolving the SEC accounting review that has delayed the timely
filing of its September 2005 annual report and quarterly reports
thereafter.  The downgrade also reflects the company's limited
financial flexibility considering its moderate cash balance, the
near term retirement of $100 million notes, and the need to obtain
additional waivers for its revolver and A/R securitization
facility.

The continuing review will focus on the expected timing for the
filing of the company's 10-K and quarterly financial statements
and the company's financial flexibility, including the company's
ability to access its revolving credit facility and A/R
securitization facility.  The review will also incorporate
weakness within the domestic automotive dealership industry, which
constrains prospects for the company's revenue growth. Moody's
expects domestic automotive OEM financial difficulties and
competition within the automotive dealer management system market
will continue to result in longer sales cycles and pricing
pressure for DMS vendors.

Moody's downgraded the company's rating to Baa3 from Baa2 and
placed the company's ratings on review for further possible
downgrade on Feb. 24, 2006.  Moody's had initiated that review
subsequent to the company's December 2005 announcement that it
will delay its Form 10-K for the year ended Sept. 30, 2005, and is
in the process of reviewing its revenue recognition policies,
which may result in a restatement of its reported results.

The company's cash balances amount to approximately $170 million
as of Jan. 30, 2006.  The company has obtained waivers through
March 31, 2006 for continued access to its $200 million revolving
credit facility and $150 million accounts receivable
securitization facility.  On Feb. 24, 2006, the company announced
that it intends to retire its obligations to holders of its
outstanding $100 million principal amount of 7% Notes due
Dec. 15, 2006.  Noteholders have since given notice of default,
which the company has 90 days to cure.  The company had sought a
waiver from the holders of the notes following its previously
announced delay in the filing of its report on Form 10-K for the
fiscal year ended Sept. 30, 2005.  Moody's will assess the
structure for the proposed bond retirement to determine if there
would be any rating implications for the notes.

These ratings have been downgraded to Ba1 from Baa3 and placed on
review for further possible downgrade:

   * $100 Million Senior Unsecured Notes due December 2006

   * $130 million Senior Unsecured Medium Term Note Program

This new rating was assigned and placed under review for possible
downgrade:

   * Corporate Family Rating of Ba1

The Reynolds and Reynolds Company, headquartered in Dayton, Ohio,
is an automotive dealership computer services and forms management
company with revenues of approximately $1 billion.


ROSS LIGHTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ross Lighting Corporation
        P.O. Box 1065
        Jesup, Georgia 31598

Bankruptcy Case No.: 06-20116

Chapter 11 Petition Date: March 2, 2006

Court: Southern District of Georgia (Brunswick)

Debtor's Counsel: James L. Drake, Jr.
                  James L. Drake, Jr., P.C.
                  P.O. Box 9945
                  Savannah, Georgia 31412
                  Tel: (912) 790-1533
                  Fax: (912) 790-1534

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Universal Steel                            $133,307
   P.O. Box 7844
   Savannah, GA 31418

   Ryersontull, Inc.                           $99,563
   Department AT 40108
   Atlanta, GA 31192

   Sherwin Williams Store 2353                 $76,387
   507 Albany Avenue
   Waycross, GA 31501

   Heritage Paper Co., Inc.                    $45,541

   Nyco Fabrics, Inc.                          $41,258

   Express Packaging, Inc.                     $37,972

   Rising Star Coatings                        $33,632

   Allied Foam Prod. Inc.                      $31,285

   Murphy Builders Supply                      $21,828

   Tupelo Furniture Market, Inc.               $16,000

   American Express                            $13,646

   Artistry Designs                            $11,455

   Hub City                                    $10,206

   Linde Gas LLC                               $10,172

   Luis Winston, Inc.                           $9,763

   IC Industries                                $9,719

   Meico Lamp Parts Co., Inc.                   $7,501

   Praxair Dist. S.E. LLC                       $5,874

   St. Paul Insurance                           $5,749

   Estes Express Lines                          $5,218


RUSSEL METALS: Earns $41.8 Million in Fourth Quarter 2005
---------------------------------------------------------
Russel Metals Inc. (TSX: RUS) reported that its fourth quarter
2005 earnings were $41.8 million, down 4% from fourth quarter 2004
net earnings of $43.5 million.  Fourth quarter 2005 revenues were
$646.9 million, up 4% from $623.3 million in 2004.

Steel pricing stabilized in the second half of 2005, reducing
inventory holding losses which resulted in improved segment
operating profits as a percentage of sales in all three operating
segments.  Included in the fourth quarter results was a favorable
tax adjustment of $4.6 million.

The 2005 earnings, while below 2004, are significantly ahead of
prior years as average steel transaction prices remained at
historical highs. The net earnings for 2005 were $124.7 million
versus $177.8 million in 2004.  Revenues were $2.6 billion in 2005
versus $2.4 billion in 2004.

"During 2005 we experienced continued outstanding performance
throughout our operations and the strength of the second half
results further demonstrated our ability to maximize profits in a
cyclical environment, Bud Siegel, President and CEO, stated.  The
solid profits for 2005 were matched with strong cash flows and our
already industry-leading balance sheet was further strengthened.

In 2005, the Company produced free cash flow of $130.6 million.
The free cash flow supported increased dividend payments and the
reduction of net interest bearing debt.  The net interest bearing
debt as a percentage of capitalization improved to 23%, the
strongest in our history."

The Board of Directors approved a quarterly dividend of $0.35 per
common share payable March 15, 2006, to shareholders of record as
of March 7, 2006.

Russel Metals is one of the largest metals distribution companies
in North America.  It carries on business in three distribution
segments: metals service centers, energy tubular products and
steel distributors, under various names including Russel Metals,
A.J. Forsyth, Acier Leroux, Acier Loubier, Acier Richler, Arrow
Steel Processors, B&T Steel, Baldwin International, Comco Pipe and
Supply, Fedmet Tubulars, Leroux Steel, McCabe Steel, Megantic
Metal, Metaux Russel, Milspec Industries, Pioneer Pipe, Russel
Leroux, Russel Metals Williams Bahcall, Spartan Steel Products,
Sunbelt Group, Triumph Tubular & Supply, Vantage Laser, Wirth
Steel and York-Ennis.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 3, 2006,
Standard & Poor's Ratings Services placed its ratings on Russel
Metals Inc. on CreditWatch with positive implications after the
company announced that it would issue CDN$257 million of equity in
a bought deal transaction, which could increase to CDN$283 million
under an underwriter's option.  The company plans to use the
proceeds to repay some debt and maintain cash reserves for future
acquisitions.  The equity issue could lower the company's pro
forma total debt to capital to 23% from an already low 30% as of
Dec. 31, 2005.

As reported in the Troubled Company Reporter on Mar. 2, 2006,
Moody's Investors Service placed its ratings for Russel Metals
Inc., under review for possible upgrade.  The action follows
Russel's agreement to sell, on a bought-deal basis, at least
10 million common shares at CN$25.75 a share, for gross proceeds
of CN$257.5 million.

The proceeds of the financing will be used to repay debt and for
future acquisitions.  Given Russel's solid operating performance
over the last two years, its modest leverage as of year-end 2005,
and the discipline it has demonstrated in the past with respect to
acquisitions, Moody's has placed the company's ratings under
review for possible upgrade.  The equity offering is expected to
close on or about March 16.  Moody's plans to conclude its review
at around this same time.

These ratings were placed under review for possible upgrade:

   * Corporate family rating of Ba2

   * Senior unsecured rating of Ba3


S&I HOLDINGS: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: S&I Holdings, Inc.
        419 North Larchmont #58
        Los Angeles, California 90004

Bankruptcy Case No.: 06-10685

Chapter 11 Petition Date: March 2, 2006

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Steven T. Gubner, Esq.
                  Ezra Brutzkus Gubner LLP
                  16830 Ventura Boulevard, Suite 310
                  Encino, California 91436
                  Tel: (818) 995-0215

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Saeed Oohme                      Unsecured Note        $345,000
c/o Lee Lubin, Esq.
1801 Century Park East
24th Floor
Los Angeles, CA 90067

County of Riverside Treasurer    Property Taxes          $8,359
P.O. Box 12005
Riverside, CA 92502-2205


SAINT VINCENTS: Proposes De Minimis Asset Sale Procedures
---------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates are currently in the process of marketing St.
John's Hospital, Queens; Mary Immaculate Hospital, Queens; and
Saint Vincent's Hospital, Staten Island, along with related
facilities and assets, to potential purchasers.  

The Debtors anticipate that some miscellaneous assets currently
housed at those facilities will not be included in the sale of
those hospitals and related facilities.

The Debtors are also consolidating medical and non-medical
department offices, which are currently spread across several
facilities.  As a result, certain of the Debtors' property has or
will become excess, obsolete, and otherwise burdensome to their
estates.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to establish uniform
procedures to sell, outside the ordinary course of their business,
certain obsolete, surplus, or burdensome assets, without further
Court approval.

The proposed Procedures for De Minimis Asset Sales are:

    (a) If the Sale Price of any De Minimis Asset is less than or
        equal to $75,000, the Debtors may consummate the De
        Minimis Asset Sale without further Court approval, and
        without providing notice of the De Minimis Asset Sale to
        any party.  The Debtors may take any actions that are
        reasonable and necessary to close the sale and obtain the
        sale proceeds, including paying reasonable fees to third
        party sale agents in connection with the De Minimis Asset
        Sale;

    (b) If the Sale Price of any De Minimis Asset is greater than
        $75,000 but less than or equal to $200,000:

        (1) The Debtors will file a notice, specifying:

            * the assets to be sold,

            * the location of the assets,

            * the identity of the purchaser,

            * any commissions to be paid to third party sale
              agents,

            * the proposed purchase price,

            * the aggregate amount of liabilities to be assumed by
              the purchaser, if any, and

            * the location of the sale.

            The Debtors will serve the Notice to:

            * the U.S. Trustee,

            * counsel to the Debtors' lenders,

            * counsel to the Official Committee of Unsecured
              Creditors, and

            * all parties known by the Debtors to hold liens,
              claims, encumbrances or interests in any of the De
              Minimis Assets to be sold.

        (2) Any objection to a proposed sale must be received five
            business days after the date of the Sale Notice; and

        (3) If there are no objections, the Debtors may consummate
            the De Minimis Asset.  If an objection is timely
            received and filed, and cannot be resolved by the
            parties, the Debtors may, at their sole discretion,
            schedule a hearing for a determination of whether the
            De Minimis Asset Sale may be consummated; and

    (c) The Debtors will seek Court approval of the sale of any
        asset with a Sale Price greater than $200,000.

The aggregate Sale Price of all De Minimis Asset Sales will not
exceed $1,000,000, Andrew M. Troop, Esq., at Weil, Gotshal &
Manges LLP, in New York, tells the Court.

In the event a purchaser of the De Minimis Assets desires the
protections provided under Section 363(m) of the Bankruptcy Code,
the Debtors will make a separate motion with the Court for that
request.

The Debtors further seek the Court's authority to sell all De
Minimis Assets pursuant to the Sale Procedures, free and clear of
all liens, claims, encumbrances, and interests.

Mr. Troop asserts that the Sale Procedures constitute the most
efficient and cost-effective means of conducting the De Minimis
Asset Sales because it will:

    (a) expedite the flow of cash into the Debtors' estates and
        eliminate the need to prepare and file motions seeking
        court approval for each De Minimis Asset Sale; and

    (b) protect the Debtors against the declining value of those
        assets, save them from potentially significant interim
        storage costs, eliminate administrative costs, reduce
        professional fees and minimize other costs related to the
        sale of the De Minimis Assets.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Creditors Meeting Moved to April 19
---------------------------------------------------
Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
notifies the Court that the meeting of creditors pursuant to
Section 341 of the Bankruptcy Code is further adjourned to
April 19, 2006.  The meeting will be held at the Office of the
United States Trustee.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Rejects Glendale Office Lease
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates' request for permission to reject a lease
dated as of May 1, 1999, between Rywa Wilner, and Catholic Medical
Center of Brooklyn and Queens, Inc., for the premises located at
79-08 Cooper Avenue in Glendale (Queens), New York, effective as
of Feb. 9, 2006.

The Court rules that all claims for damages arising as a result of
the rejection of the Lease must be filed on or before March 30,
2006.

The Premises is comprised of 9,500 square feet of office and other
space. The Lease has a 10-year term, which expires on April 30,
2009.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in 1999, SVCMC entered into the Lease with the
intention of utilizing the Premises for the purpose of operating
a renal dialysis center or other medical facility.

At the time SVCMC entered into the Lease, it provided Mr. Wilner
with a two-month security deposit totaling $11,700 for the
Premises.  Since then, SVCMC has increased the deposit amount to
account for automatic increases in rent provided in the Lease.
The monthly rent for the Premises is currently $6,965 and as of
Feb. 8, 2006, $13,900 is on deposit with Mr. Wilner.

However, the Premises was never developed nor renovated, and
remains vacant and unoccupied.  Accordingly, SVCMC determined
that the Premises is no longer required and that maintaining the
Premises represent an unnecessary expense for its estate.

By a letter dated Feb. 8, 2006, SVCMC informed Mr. Wilner of
its intention to reject the Lease.  SVCMC also confirmed that it
has vacated the Premises and advised Mr. Wilner that it was
surrendering any rights of occupancy to the Premises.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SANITARY & IMPROVEMENT: Panel Taps Gross & Welch as Bankr. Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Sanitary & Improvement District 425 of Douglas County, Nebraska's
chapter 9 case, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Nebraska to employ Gross &
Welch, P.C., L.L.O., as its bankruptcy counsel.

Gross & Welch will represent and perform services for the
Committee with respect to the Debtor's case.

William L. Biggs, Esq., a director at Gross & Welch tells the
Court he will bill $205 per hour for his services.  Mr. Biggs
discloses that the Firm's professionals bill between $150 to $225
per hour.

Mr. Biggs assures the Court that the Firm is a "disinterested
person" as that term is defined in the Section 101(14) of the
Bankruptcy Code.

Mr. Briggs can be reached at:

      William L. Biggs, Esq.
      Gross & Welch, P.C., L.L.O.
      1500 Omaha Tower
      2120 South 72nd Street
      Omaha, Nebraska 68124-2342
      Tel: (402) 392-1500
      Fax: (402) 392-1538

Headquartered in Omaha, Nebraska, Sanitary & Improvement District
425 of Douglas County, Nebraska filed for chapter 9 protection on
Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871).  Mark James
LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets between
$500,000 to $1 million and estimated debts between $10 million to
$50 million.


STATMON TECH: Balance Sheet Upside Down by $4,323,703 at Dec. 31
----------------------------------------------------------------
Statmon Technologies Corp. delivered its financial statements for
the third quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission.

Statmon incurred $710,826 net loss on $289,223 of revenues for the
three months ended Dec. 31, 2005.  At Dec. 31, 2005, Statmon's
balance sheet shows $290,487 in total assets and $4,323,703 in
total liabilities resulting in a $4,033,216 stockholders' equity
deficit.

A full-text copy of Statmon's financial statements for the third
quarter ended Dec. 31, 2005, is available for free at
http://ResearchArchives.com/t/s?604

                    Going Concern Doubt

Marcum & Kliegman LLP in Manhattan raised substantial doubt about
Statmon Technologies Corp.'s ability to continue as a going-
concern after auditing the financial statements for the years
ended Mar. 31, 2005 and 2004.  Marcum & Kliegman pointed to the
company's net losses and working capital defiencies.

Statmon Technologies Corp. develops, markets and licenses a remote
control, monitoring and facilities management platform designed
for universal application across vertical markets.

At Dec. 31, 2005, Statmon's balance sheet showed a $4,033,216
stockholders' equity deficit compared to a $2,649,180 deficit at
Mar. 31, 2005.


STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Structured Asset Securities Corp.'s $436.3 million mortgage pass-
through certificates, series 2006-S1, are rated by Fitch Ratings
as:

   -- $345.8 million classes A-1 and A-2 'AAA'
   -- $21.1 million class M1 'AA'
   -- $9.9 million class M2 'AA-'
   -- $11.0 million class M3 'A+'
   -- $10.1 million class M4 'A'
   -- $7.5 million class M5 'A-'
   -- $6.1 million class M6 'BBB+'
   -- $5.7 million class M7 'BBB'
   -- $5.9 million class M8 'BBB-'
   -- $7.2 million class B1 'BB+'
   -- $5.5 million class B2 'BB'

The 'AAA' rating on the class A-1 and A-2 certificates reflects:

   * the 24.85% total credit enhancement provided by the 4.80%
     class M1;

   * 2.25% class M2;

   * 2.50% class M3;

   * 2.30% class M4;

   * 1.70% class M5;

   * 1.40% class M6;

   * 1.30% class M7;

   * 1.35% class M8;

   * 1.65% non-offered class B1;

   * 1.25% non-offered class B2; and

   * the 4.35% target overcollateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services LLC as master servicer.  U.S
Bank National (rated 'AA-' by Fitch) will act as trustee.

As of the cut-off date (Feb. 1, 2006), the trust fund will consist
of a pool of conventional, second lien, fixed-rate, fully
amortizing and balloon, residential mortgage loans with a total
principal balance as of Feb. 1, 2006 of approximately
$441,642,561.  All of the mortgage loans are fixed-rate mortgage
loans.  The weighted average loan rate is approximately 10.852%.  
The weighted average remaining term to maturity is 257 months.  
The average principal balance of the loans is approximately
$51,531.  The weighted average combined loan-to-value ratio is
96.18%.  The properties are primarily located in:

   * California (19.46%),
   * Florida (13.11%),
   * Arizona (9.08%),
   * Texas (7.26%), and
   * Virginia (5.39%).

All other states represent less than 5% of the cut-off date
balance.

Approximately 95.60% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from Aurora Loan Services LLC.  For federal
income tax purposes, multiple real estate mortgage investment
conduit elections will be made with respect to the trust estate.


TAGT LP: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: TAGT, LP
        12810 Hazelway Lane
        Cypress, Texas 77429

Bankruptcy Case No.: 06-70057

Chapter 11 Petition Date: March 3, 2006

Court: Northern District of Texas (Wichita Falls)

Debtors' Counsel: John A. Leonard, Esq.
                  Russell, Leonard & Key, PLLC
                  900 Eighth Street, Suite 320
                  P.O. Box 8385
                  Wichita Falls, Texas 76307
                  Tel: (940) 322-5217

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TERWIN MORTGAGE: Fitch Puts Low-B Ratings on Two Security Classes
-----------------------------------------------------------------
Terwin Mortgage Trust 2006-HF-1, asset backed securities, series
2006-HF-1, are rated by Fitch Ratings as:

   -- $65,300,000 class A-1, and classes A-X and G
      (senior certificates) 'AAA'

   -- $11,900,000 class M-1 'AA+'

   -- $2,750,000 class M-2 'AA'

   -- $5,000,000 class M-3 'A+'

   -- $2,050,000 class B-1 'A'

   -- $2,200,000 class B-2 'A-'

   -- $2,150,000 class B-3 'BBB+'

   -- $2,100,000 class B-4 'BBB'

   -- $4,500,000 class B-5 'BB+'

   -- $1,550,000 class B-6 'BB+'

The 'AAA' rating on the senior certificates reflects:

   * the 38.20% initial credit enhancement provided by the
     11.90% class M-1;

   * the 2.75% classM-2;

   * the 5.00% class M-3;

   * the 2.05% class B-1;

   * the 2.20% class B-2;

   * the 2.15% class B-3;

   * the 2.10% class B-4;

   * the 4.50% class B-5;

   * the 1.55% class B-6; and

   * the overcollateralization.

The initial OC is 0.50% and the target OC is 4.00%.  All
certificates have the benefit of excess interest.

The Group 1 collateral pool consists of 2,174 fixed-rate, second
lien mortgage loans and totals $85,658,768 as of the cut-off date.
The weighted average original loan to value ratio (OLTV) is
96.68%.  The average outstanding principal balance is $39,484, the
weighted average coupon (WAC) is 11.052% and the weighted average
remaining term to maturity (WAM) is 296 months.  The loans are
geographically concentrated in:

   * California (26.74%),
   * Florida (11.63%), and
   * Texas (8.39%).

The Group 2 collateral pool consists of 347 HELOC (Home Equity
Line of Credit) mortgage loans and totals $14,341,766 as of the
cut-off date.  The weighted average OLTV is 80.63%.  The average
outstanding principal balance is $41,331, the WAC is 15.91% and
the WAM is 244 months.  The loans are geographically concentrated
in:

   * California (54.78%),
   * Florida (16.11%), and
   * Arizona (7.72%).

The HELOC loan programs originate mortgage loans that have an
initial draw period, during which the related borrower may make
cash withdrawals against the related equity line.  After the end
of the draw period, the mortgage loans have a repayment period,
during which the balance of the HELOC as of the end of the draw
period is repaid.

At closing, the seller may deposit up to approximately $1,937,620
into a pre-funding account to be used to acquire subsequent
mortgage loans from the seller during the pre-funding period.

Approximately:

   * 21.80% of the mortgage loans were originated by Ameriquest;
   * 15.77% by Option One;
   * 11.39% by Greenlight Financial Services;
   * 10.68% by Aegis Mortgage; and
   * 10.36% by MortgageIT.


TITAN CRUISE: Gets Court Nod to Walk Away from Cash Access Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Titan Cruise Lines and its debtor-affiliate authority to reject a
cash access agreement with Cash Systems Carribean Corporation
effective as of Jan. 31, 2006.

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Titan and Cash Systems entered into an agreement under which Cash
Systems provided cash advance services, automated teller machine
services, and check guarantee services to the Debtors for an
initial three-year term.  Cash Systems supplied the equipment,
software and processing systems necessary for the services.

Under the agreement, Cash Systems financed the purchase and
placement of up to 10 TDN ticket redemption machines for the
Debtors.  Cash Systems agreed to pay commissions to Titan from
each cash advance and ATM transaction less fees for check
guarantee services and installment payments for the purchase of
the TDN ticket redemption machines.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TOWER AUTOMOTIVE: Inks Union Pact on Greenville Facility Closure
----------------------------------------------------------------
Tower Automotive Inc. (OTCBB: TWRAQ) disclosed a tentative
agreement with its Milwaukee unions and plans to move forward with
decision bargaining regarding the closure of its Greenville,
Michigan manufacturing facility.

Tower Automotive has reached an agreement in principle with the
seven unions that represent workers at its Milwaukee manufacturing
facility, one of its largest collective bargaining units and its
largest group of retirees.  The tentative agreement modifies
benefits and resolves a wide range of outstanding issues related
to the planned cessation of operations at the facility in March.
Among other issues, the agreement modifies retiree health care
benefits for current and retired Milwaukee employees.

To mitigate the effects of terminating retiree health coverage,
Tower Automotive will continue to pay healthcare coverage for
employees through the end of June 2006 and will assist with the
establishment of a Voluntary Employee Beneficiary Association
trust that will administer the healthcare benefits of retirees and
their dependents.  Under this agreement, additional company
contributions are possible if the company meets certain financial
targets.

"This agreement, which is the result of hard bargaining and tough
discussions, enables Tower to address approximately 85 percent of
its post-retirement medical liability and achieve the savings we
need from this group while also addressing a variety of issues
important to the unions and their members," Kathleen Ligocki,
Tower Automotive's president and chief executive officer said.

"This positive outcome would not have been possible without the
hard work of the Milwaukee unions' leadership and their
professional advisors.  Together, we have reached a positive
solution to some very difficult issues, and I appreciate their
willingness to engage in a constructive dialogue during this
process."

The seven Milwaukee unions are:

   -- Smith Steel Workers, D.A.L.U. 19806 A.F.L.-C.I.O.

   -- District 10 International Association of Machinists and
      Aerospace Workers
  
   -- International Brotherhood of Electrical Workers - Local 663
  
   -- Technical Engineers Association
  
   -- Service Employees International Union, Local 150
  
   -- United Association of Journeyman and Apprentices of the
      Plumbing and Pipe Fitting Industry of the United States and
      Canada, Local Union 601
  
   -- Milwaukee and Southeast Wisconsin Regional Council of
      Carpenters

The agreement is subject to ratification by union members and
approval by the Bankruptcy Court.

Tower Automotive's board of directors has authorized it to engage
in any necessary bargaining with all of the relevant unions
regarding the closure of the manufacturing facility in Greenville,
Michigan.  The difficult decision to close the facility is a
result of the challenging market conditions and is part of Tower
Automotive's overall restructuring efforts to become more
competitive.

The facility, which produces metal stampings and assemblies for
the North American automotive industry, employs approximately
200 hourly employees and 30 salaried employees.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


U.S. CAN: Ball Corp. Refinancing Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed ratings of United States Can
Company, the operating subsidiary of U.S. Can Corporation under
review, following announcement that U.S. Can will sell its U.S.
and Argentinean operations to Ball Corporation.  

Ball has announced intention to refinance U.S. Can's debt through
issuance of new senior notes and an increase in its bank credit
facility.  U.S. Can shareholders are expected to retain U.S. Can's
European operations.

Moody's expects amounts outstanding under United States Can
Company's $65 million senior secured revolving credit facility and
$250 million senior secured term loan B to be repaid as a
condition of closing the transaction, whereupon Moody's would
withdraw the ratings.

United States Can Company has issued a tender offer and consent
solicitation for its $125 million 10.875% senior secured second
lien notes due July 10, 2010 and $172 million 12.375% senior
subordinated notes due October 1, 2010.  The consent solicitation
would substantially eliminate all of the restrictive and reporting
covenants on the notes.  If the notes are fully tendered, the
ratings would be withdrawn.  If the notes are not fully tendered
and stub portions remain outstanding, ratings on the notes could
be lowered as a result of their being stripped of covenant
protections.

United States Can Company's corporate family rating would be
reviewed pending determination of the structure of the remaining
European operations.

These ratings are under review:

   * $65 million senior secured first lien revolving credit
     facility, rated B3

   * $250 million senior secured first lien term loan B, rated B3

   * $125 million second lien 10.875% notes due July 10, 2010,
     rated Caa2

   * $172 million 12.375% senior subordinated notes due Oct. 1,
     2010, rated Caa3

   * Corporate Family Rating, B3

United States Can Company, the operating subsidiary of U.S. Can
Corporation, is headquartered in Lombard, Illinois.  The company
is a manufacturer of steel containers for personal care,
household, automotive, paint, industrial, and specialty products
in the United States and Europe.  The company also produces
plastic containers domestically and food cans in Europe.  For the
twelve months ended Oct. 2, 2005, consolidated revenue was
approximately $882 million.


WESTBROOK CO: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Westbrook Company, Inc.
        dba Westbrook Service & Tire Company
        308 Main Street
        LaGrange, Georgia 30240

Bankruptcy Case No.: 06-10305

Chapter 11 Petition Date: March 2, 2006

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Robert B. Whatley, Esq.
                  Whatley, Baker & Baker, P.C.
                  16 North LaFayette Square
                  LaGrange, Georgia 30240
                  Tel: (706) 884-3059
                  Fax: (706) 882-4062

Total Assets:    $60,271

Total Debts:  $1,706,381

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes                 $959,725
Special Procedures Branch
Bankruptcy Unit
Mail Code 334-D
401 West Peachtree Street NW
Atlanta, GA 30301

JK Boatwright & Co., P.C.        Accounting Services       $160
17-1/2 North LaFayette Square
LaGrange, GA 30240


WORLD HEALTH: Wants to Retain Morris James as Bankruptcy Counsel
----------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to retain Morris, James, Hitchens & Williams LLP, as their
bankruptcy counsel.

Morris James will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business and management of their properties;

   b) assist in the preparation and pursuit of confirmation of a
      plan and approval of a disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court to protect the interests of the Debtors
      before the Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

Stephen M. Miller, Esq., a partner at Morris James, discloses the
Firm's professionals' billing rates:

    Professional               Designation          Hourly Rate
    ------------               -----------          -----------
    Stephen M. Miller          Partner                 $395
    Brett D. Fallon            Partner                 $395
    Carl N. Kunz, III          Partner                 $370
    Douglas N. Candeub         Senior Counsel          $340
    Rafael X. Zahralddin       Associate               $295
    Thomas M. Horan            Associate               $210
    William Weller             Paralegal               $145
    E. Rebecca Workman         Paralegal               $125

Morris James has discussed and will continue to discuss with King
& Spalding LLP, a division of responsibility that avoids
duplication of efforts.

Mr. Miller assures the Court that Morris James does not hold or
represent any interests adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier   
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million


WORLD HEALTH: Submits Bid and Auction Procedures for Asset Sale
---------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
bid and auction procedures related to the proposed sale of
substantially all their assets pursuant to a stalking horse
agreement with Jackson Healthcare Staffing, LLC.

As reported in the Troubled Company Reporter on Feb. 22, 2006,
Jackson Healthcare, an affiliate of Jackson Healthcare Solutions,
LLC, offered to purchase the Debtors assets for approximately
$43 million in cash plus the assumption of approximately
$10 million in liabilities.

Jackson paid $1 million of the $2.5 million agreed deposit upon
signing the Asset Purchase Agreement with the Debtors on Feb. 17,
2006.  It will pay the $1.5 million balance after the Bankruptcy
Court approves the proposed bid and auction procedures.  Jackson  
is entitled to a $1.6 million break-up fee if the assets are sold
to a competing bidder.

The proposed bid procedures will give other potential buyers the
opportunity to submit bids to purchase the Debtors' assets.

Pursuant to the proposed bid and auction procedures:

     a) a qualified bidder is required to submit an initial
        overbid within 25 days after the Bankruptcy Court approves
        the bid procedures.  Initial overbids must provide for a
        purchase price equal to $2.1 million plus the aggregate
        purchase price -- including the value of the assumed
        liabilities;

     b) bidders must include a $2.5 million cashiers' or certified
        check as deposit;

     c) copies of all bids must be submitted to:

        (1) World Health Alternatives, Inc.
            Attn: M. Benjamin Jones
            777 Penn Center Blvd., Suite 111
            Pittsburgh,  Pennsylvania 15235
            Fax: (412) 829-8905

        (2) Debtors' Counsels:

            King & Spalding LLP
            Attn: Sarah Robinson Borders, Esq.
            191 Peachtree Street
            Atlanta, Georgia 30303
            Fax: (404) 572-5149

                       and

            Morris James Hitchens & Williams, LLP
            Attn: Stephen N. Miller, Esq.
            222 Delaware Avenue
            Post Wilmington, Delaware 19801
   

        (3) Jackson's Counsel:
            
            Kilpatrick Stockton LLP
            Attn: Timothy Mann Jr., Esq.
            1100 Peachtree Street
            Atlanta, Georgia 30309-4530
            Fax: (404) 541-3282

        (4) Counsel to DIP Lenders:

            Katten Muchin Rosenman LLP
            Attn: Kenneth J. Ottaviano
            525 West Monroe Street
            Chicago, Illinois 60661-3693
            Fax: (312) 577-4662; and

        (5) Debtor's financial advisors:

            Houlihan Lokey Howard & Zukin Capital
            Attn: David Hiity
            245 Park Avenue
            New York City 10167-0001
            Fax: (212) 661-3070

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier   
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


YORKSHIRE LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Yorkshire, L.L.C.
        12810 Hazelway Lane
        Cypress, Texas 77429

Bankruptcy Case No.: 06-70056

Chapter 11 Petition Date: March 3, 2006

Court: Northern District of Texas (Wichita Falls)

Debtors' Counsel: John A. Leonard, Esq.
                  Russell, Leonard & Key, PLLC
                  900 Eighth Street, Suite 320
                  P.O. Box 8385
                  Wichita Falls, Texas 76307
                  Tel: (940) 322-5217

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.


* BOND PRICING: For the week of Feb. 27 - Mar. 3, 2006
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     3
Adelphia Comm.                        7.500%  01/15/04    64
Adelphia Comm.                        7.750%  01/15/09    68
Adelphia Comm.                        7.875%  05/01/09    65
Adelphia Comm.                        8.125%  07/15/03    66
Adelphia Comm.                        8.375%  02/01/08    67
Adelphia Comm.                        9.250%  10/01/02    65
Adelphia Comm.                        9.375%  11/15/09    66
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    64
Adelphia Comm.                        9.875%  03/01/07    65
Adelphia Comm.                       10.250%  06/15/11    68
Adelphia Comm.                       10.250%  11/01/06    67
Adelphia Comm.                       10.500%  07/15/04    67
Adelphia Comm.                       10.875%  10/01/10    66
Allegiance Tel.                      11.750%  02/15/08    26
Allegiance Tel.                      12.875%  05/15/08    13
Amer Color Graph                     10.000%  06/15/10    70
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Anvil Knitwear                       10.875%  03/15/07    45
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    67
Armstrong World                       6.500%  08/15/05    63
Armstrong World                       7.450%  05/15/29    67
Asarco Inc.                           7.875%  04/15/13    61
Asarco Inc.                           8.500%  05/01/25    62
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    12
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    68
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    54
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    71
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                     10.000%  05/15/11    51
Charter Comm Hld                     10.250%  01/15/10    67
Charter Comm Hld                     11.125%  01/15/11    54
Charter Comm Inc                      5.875%  11/16/09    73
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                  10.000%  05/15/14    52
Ciphergen                             4.500%  09/01/08    75
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    29
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    34
CPNL-Dflt12/05                        6.000%  09/30/14    26
CPNL-Dflt12/05                        7.625%  04/15/06    50
CPNL-Dflt12/05                        7.750%  04/15/09    50
CPNL-Dflt12/05                        7.750%  06/01/15    20
CPNL-Dflt12/05                        7.875%  04/01/08    49
CPNL-Dflt12/05                        8.500%  02/15/11    35
CPNL-Dflt12/05                        8.625%  08/15/10    35
CPNL-Dflt12/05                        8.750%  07/15/07    50
CPNL-Dflt12/05                       10.500%  05/15/06    49
Cray Inc.                             3.000%  12/01/24    75
Cray Research                         6.125%  02/01/11    31
Cummins Engine                        5.650%  03/01/98    73
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    22
Dana Corp                             5.850%  01/15/15    62
Dana Corp                             6.500%  03/01/09    65
Dana Corp                             6.500%  03/15/08    65
Dana Corp                             7.000%  03/01/29    63
Dana Corp                             7.000%  03/15/28    60
Dana Corp                             9.000%  08/15/11    61
Dana Corp                            10.125%  03/15/10    61
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    41
Delco Remy Intl                      11.000%  05/01/09    45
Delphi Auto System                    7.125%  05/01/29    55
Delphi Corp                           6.500%  08/15/13    54
Delphi Trust II                       6.197%  11/15/33    28
Delta Air Lines                       2.875%  02/18/24    21
Delta Air Lines                       7.700%  12/15/05    22
Delta Air Lines                       7.900%  12/15/09    23
Delta Air Lines                       8.000%  06/03/23    22
Delta Air Lines                       8.300%  12/15/29    24
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    38
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    22
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    22
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    28
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.000%  08/15/08    23
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    21
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    22
Delta Air Lines                      10.375%  12/15/22    24
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    62
Delta Air Lines                      10.790%  03/26/14    20
Delta Mills Inc.                      9.625%  09/01/07    39
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Duane Reade Inc                       9.750%  08/01/11    75
Dura Operating                        9.000%  05/01/09    50
Dura Operating                        9.000%  05/01/09    53
DVI Inc.                              9.875%  02/01/04    15
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    61
Federal-Mogul Co.                     7.375%  01/15/06    39
Federal-Mogul Co.                     7.500%  01/15/09    38
Federal-Mogul Co.                     8.160%  03/06/03    32
Federal-Mogul Co.                     8.370%  11/15/01    35
Federal-Mogul Co.                     8.800%  04/15/07    39
Finova Group                          7.500%  11/15/09    33
FMXIQ-DFLT09/05                      13.500%  08/15/05    15
Foamex L.P.-DFLT                      9.875%  06/15/07    21
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    65
Ford Motor Co                         7.125%  11/15/25    66
Ford Motor Co                         7.400%  11/01/46    64
Ford Motor Co                         7.500%  08/01/26    68
Ford Motor Co                         7.500%  08/20/32    75
Ford Motor Co                         7.700%  05/15/97    67
Ford Motor Co                         7.750%  06/15/43    65
Ford Motor Co                         8.875%  01/15/22    74
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    75
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.900%  02/20/14    75
Ford Motor Cred                       6.000%  01/20/15    74
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.050%  02/20/14    73
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  03/20/14    75
Ford Motor Cred                       6.050%  12/22/14    71
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    74
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    72
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.250%  01/20/15    73
Ford Motor Cred                       6.500%  03/20/15    73
Gateway Inc.                          2.000%  12/31/11    70
General Motors                        7.125%  07/15/13    71
General Motors                        7.400%  09/01/25    64
General Motors                        7.700%  04/15/16    69
General Motors                        8.100%  06/15/24    64
General Motors                        8.250%  07/15/23    68
General Motors                        8.375%  07/15/33    70
General Motors                        8.800%  03/01/21    69
General Motors                        9.400%  07/15/21    72
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.250%  01/15/14    71
GMAC                                  5.350%  01/15/14    73
GMAC                                  5.700%  06/15/13    74
GMAC                                  5.700%  10/15/13    73
GMAC                                  5.750%  01/15/14    74
GMAC                                  5.850%  06/15/13    75
GMAC                                  5.850%  06/15/13    75
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  01/15/19    75
GMAC                                  5.900%  02/15/13    72
GMAC                                  5.900%  02/15/19    72
GMAC                                  5.900%  10/15/19    71
GMAC                                  6.000%  02/15/13    75
GMAC                                  6.000%  02/15/19    70
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  04/15/19    68
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  10/15/19    71
GMAC                                  6.100%  09/15/19    72
GMAC                                  6.125%  10/15/19    73
GMAC                                  6.150%  08/15/19    73
GMAC                                  6.150%  09/15/19    73
GMAC                                  6.150%  10/15/19    72
GMAC                                  6.150%  12/15/13    75
GMAC                                  6.200%  04/15/19    72
GMAC                                  6.250%  01/15/19    72
GMAC                                  6.250%  04/15/19    73
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/18    73
GMAC                                  6.250%  12/15/18    73
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  04/15/19    73
GMAC                                  6.350%  07/15/19    71
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.400%  11/15/19    73
GMAC                                  6.400%  11/15/19    74
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  01/15/20    73
GMAC                                  6.500%  02/15/20    73
GMAC                                  6.500%  05/15/19    75
GMAC                                  6.500%  06/15/18    75
GMAC                                  6.500%  11/15/18    74
GMAC                                  6.500%  12/15/18    73
GMAC                                  6.500%  12/15/18    75
GMAC                                  6.600%  06/15/19    74
GMAC                                  6.600%  06/15/19    75
GMAC                                  6.650%  02/15/13    67
GMAC                                  6.650%  02/15/20    73
GMAC                                  6.650%  10/15/18    75
GMAC                                  6.700%  11/15/18    75
GMAC                                  6.750%  03/15/20    72
GMAC                                  7.000%  06/15/22    75
GMAC                                  7.000%  09/15/21    74
GMAC                                  7.000%  09/15/21    75
GMAC                                  7.000%  11/15/23    73
GMAC                                  7.000%  11/15/24    70
GMAC                                  7.000%  11/15/24    71
GMAC                                  7.050%  03/15/18    74
GMAC                                  7.150%  03/15/25    75
GMAC                                  7.250%  12/15/15    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States STL                      13.500%  04/15/03     0
Horizon Fin Corp                     11.750%  05/08/09     0
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    64
Insight Health                        9.875%  11/01/11    56
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    26
Iridium LLC/CAP                      11.250%  07/15/05    27
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    58
Jordan Industries                    10.375%  08/01/07    55
JTS Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03     8
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20    26
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    47
Level 3 Comm. Inc.                    2.875%  07/15/10    72
Level 3 Comm. Inc.                    6.000%  03/15/10    72
Level 3 Comm. Inc.                    6.000%  09/15/09    73
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    61
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
MCMS Inc.                             9.750%  03/01/08     0
Merisant Co                           9.500%  07/15/13    63
Metamor Worldwid                      2.940%  08/15/04     1
Moa Hospitality                       8.000%  10/15/07    70
Mosler Inc                           11.000%  04/15/03     0
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    65
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    58
Natl Steel Corp.                      8.375%  08/01/06     8
Natl Steel Corp.                      9.875%  03/01/09    10
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    59
Northern Pacific RY                   3.000%  01/01/47    59
Northern Pacific RY                   3.000%  01/01/47    59
Northwest Airlines                    6.625%  05/15/23    36
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    36
Northwest Airlines                    7.626%  04/01/10    68
Northwest Airlines                    7.875%  03/15/08    35
Northwest Airlines                    8.070%  01/02/15    70
Northwest Airlines                    8.130%  02/01/14    58
Northwest Airlines                    8.700%  03/15/07    35
Northwest Airlines                    8.875%  06/01/06    35
Northwest Airlines                    8.970%  01/02/15    30
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    38
Northwest Airlines                   10.000%  02/01/09    36
NTK Holdings Inc.                    10.750%  03/01/14    70
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind.                      10.630%  10/01/08    61
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    70
Overstock.com                         3.750%  12/01/11    72
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/05     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    69
Pliant-DFLT/06                       13.000%  06/01/10    24
Pliant-DFLT/06                       13.000%  06/01/10    24
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    58
Primus Telecom                        3.750%  09/15/10    40
Primus Telecom                        5.750%  02/15/07    75
Primus Telecom                        8.000%  01/15/14    70
Primus Telecom                       12.750%  10/15/09    68
Psinet Inc.                          10.000%  02/15/05     0
Read-Rite Corp.                       6.500%  09/01/04     8
Refco Finance                         9.000%  08/01/12    59
Reliance Group Holdings               9.000%  11/15/00    19
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    65
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    57
Silicon Graphics                      6.500%  06/01/09    70
Silverleaf Res                        8.000%  04/01/10    35
Solectron Corp.                       0.500%  02/15/34    75
Source Media Inc.                    12.000%  11/01/04     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    59
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    75
Trenwick Cap I                        8.820%  02/01/37     0
Tribune Co                            2.000%  05/15/29    73
Trism Inc                            12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    70
Triton Pcs Inc.                       9.375%  02/01/11    69
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    72
United Air Lines                      7.870%  01/30/19    64
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.350%  04/07/16    68
United Air Lines                      9.560%  10/19/18    70
United Air Lines                     10.020%  03/22/14    45
Univ Health Svcs                      0.426%  06/23/20    58
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     3
US Air Inc.                          10.250%  01/15/49     8
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.900%  01/01/49     3
US Airways Pass                       6.820%  01/30/14    65
Venture Hldgs                         9.500%  07/01/05     1
Venture Hldgs                        11.000%  06/01/07     1
Venture Hldgs                        12.000%  06/01/09     0
Visteon Corp                          7.000%  03/10/14    74
Wachovia Corp                        13.000%  02/01/07    70
WCI Steel Inc.                       10.000%  12/01/04    54
Werner Holdings                      10.000%  11/15/07    24
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    72
Winstar Comm                         10.000%  03/15/08     0
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                    13.250%  01/15/08     5

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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