TCR_Public/060309.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 9, 2006, Vol. 10, No. 58

                             Headlines

7002 FPR: Case Summary & 13 Largest Unsecured Creditors
AAIPHARMA INC: Emerges from Bankruptcy with $45 Million Financing
ABRAXAS PETROLEUM: Equity Deficit Cut in Half to $23.7M at Dec. 31
AEARO CORP: S&P Holds B+ Rating on Watch With Neg. Implication
AMERALIA INC: Natural Soda Unit Defaults on Interest Payments

AMBASSADOR INSURANCE: Jones Day Team Won $182 Million PwC Verdict
AUTONATION INC: Fitch Lowers $600 Mil. Facility's Rating to BB+
AUTONATION INC: Moody's Rates Proposed $600 Mil. Facility at Ba2
BEDFORD CDO: Asset Defaults Cues Moody's to Review Junked Rating
BRITISH AVIATION: Judge Bernstein Closes U.S. Ancillary Proceeding

BUCKEYE TECH: S&P Revises Outlook to Neg. & Affirms BB- Rating
CABLEVISION SYSTEMS: Wants to Find Ways to Pay $3 Billion Dividend
CATHOLIC CHURCH: Portland Archdiocese Prevails in Rule 3018 Spat
CATHOLIC CHURCH: Spokane Cash Mgt. Order Continued Until May 1
DANA CORP: U.S. Trustee Organizing Creditor Committee Tomorrow

DANA CORP: Court Okays $52.1 Mil. Payments to Critical Vendors
DELTA AIRLINES: ALPA Commences Vote on Planned Pilots' Strike
DI GIORGIO: Weak Performance Cues Moody's to Junk $148M Sr. Notes
DIAMOND ENTERTAINMENT: Dec. 31 Balance Sheet Upside-Down by $684K
DIMENSIONAL VISIONS: Dec. 31 Equity Deficit Widens to $1.36 Mil.

DRUGRISK SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors
ENTERCOM RADIO: Moody's Affirms Low-B Ratings on Cash Return Plan
FIDELITY PARTNERSHIP: Board Approves Dissolution Effective Mar. 31
GENERAL MOTORS: Halts Pension Contributions for 40,000 Workers
GS MORTGAGE: S&P Upgrades Class F Certificates' Rating to BB+

HANOVER DIRECT: Names Panel to Review Chelsey's Going Private Deal
HUNTER FAN: S&P Revises Outlook to Negative & Affirms B Ratings
IMMUNE RESPONSE: Gets $8 Mil. From Private Placement of Sr. Notes
INEX PHARMA: B.C. Appellate Court Upholds Bankruptcy Dismissal
INTEGRATED ELECTRICAL: Wants April 18 as Plan Confirmation Hearing

INTEGRATED ELECTRICAL: Wants Uniform Balloting Procedures Okayed
INTEGRATED ELECTRICAL: Obtains $133 Million of Exit Financing
INTEGRATED HEALTH: Wants Removal Period Stretched to July 5
JEAN COUTU: Wants Some Convenants Under Sr. Sec. Facility Waived
JEAN COUTU: S&P Revises Outlook to Negative & Affirms B+ Rating

J.L. FRENCH: Court Approves Trading Restrictions to Preserve NOLs
KAISER ALUMINUM: Insurers Appeal Confirmation Order
KAISER ALUMINUM: Gets Okay to Pay PI Trustees' Fees & Expenses
KMART CORP: Settles Dispute Over Gregg Treadway's $1,525,000 Claim
KMART CORP: Balks at David Rots' $2,701,000 Administrative Claim

LARGE SCALE: U.S. Trustee Picks 7-Member Creditors' Committee
LEAP WIRELESS: Will Restate Financials After Bankruptcy Emergence
LEAP WIRELESS: S&P Puts B- Corporate Credit Rating on Neg. Watch
LEVEL 3: S&P Junks Proposed $400 Million Senior Notes
LONGVIEW FIBRE: Obsidian Takeover Bid Cues Moody's Rating Review

MULTICELL TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt
MUSICLAND HOLDING: Curtis Approved as Debtors' Conflicts Counsel
MUSICLAND HOLDING: Panel Exploring Fraudulent Conveyance Claims
NASH FINCH: Ongoing SEC Talks Cue Moody's to Review Low-B Ratings
NAVISTAR INT'L: Gets Consents from 9-3/8% & 7-1/2% Bondholders

NEW WORLD: Borrows $169.375 Million to Redeem Senior Sec. Notes
NRG ENERGY: To Distribute $137M in Cash & Shares to Some Creditors
NTL INVESTMENT: Closed Telewest Deal Cues DBRS to Confirm Ratings
PALAZZO DI STONECREST: Voluntary Chapter 11 Case Summary
PINNACLE AIRLINES: Ernst & Young Raises Going Concern Doubt

PROCARE AUTOMOTIVE: Monro Offers to Buy Assets for $14 Million
QUINTILES TRANSNATIONAL: Moody's Rates $320 Mil. Term Loan at B3
QUINTUS CORP: Court Confirms Amended Joint Liquidating Plan
RELIANCE: Liquidator Wants Proceeds from Employers Reinsurance
RELIANT EMPLOYMENT: Case Summary & 20 Largest Unsecured Creditors

ROMACORP INC: Court Approves $17 Million DIP Loan from Ableco
ROAMING MESSENGER: Accumulated Deficit Tops $6 Million at Dec. 31
SCHLOTZSKY'S INC: Chapter 7 Conversion Hearing Set for Tomorrow
SCHUFF INTERNATIONAL: Moody's Affirms Caa1 Rating on 10.5% Notes
SHURGARD STORAGE: Inks $5 Billion Merger Pact with Public Storage

SHURGARD STORAGE: Public Storage Deal Cues Moody's Rating Review
SOUTHERN UNION: Completes $1.6B Purchase of Sid Richardson Energy
STELCO INC: Wants Court Nod to Issue Secured Floating Rate Notes
TENET HEALTHCARE: Reports $286 Million 2005 Fourth Qtr. Net Loss
UNITED RENTALS: Appoints Martin E. Welch as Executive VP & CFO

USG CORP: Financial Projections Underpinning Chapter 11 Plan
USG CORP: Registers 38,700,000 Common Shares for Rights Offering
VERILINK CORP: Incurs $3.5 Mil. Net Loss in Quarter Ended Dec. 30
VISIPHOR CORP: Receives $246,375 from Private Equity Placement
WILLIAMS COMPANIES: Fitch Puts BB Unsecured Debt Rating on Watch

WORLD HEALTH: Taps Powell Goldstein as Special Corporate Counsel
WORLD HEALTH: Wants to Employ Rinder Inc. as Consultant
WYNN LAS VEGAS: $900 Mil. Macau Sale Prompts Moody's Rating Review

* Cadwalader Strengthens Financial Restructuring Practice
* Charles McLendon Appointed President of Primus Asset Management
* Focus Management Names Joseph Figlewicz as Managing Director
* FTI Consulting Hires Three Experts to Enhance Company Expertise
* Kasowitz, Benson, Torres & Friedman Adds 3 Litigation Partners

* McLean & Kerr LLP Announces New Partners And Associates

                             *********

7002 FPR: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 7002 FPR Corp.
        71-20 Fresh Pond Road
        Ridgewood, New York 11385

Bankruptcy Case No.: 06-40573

Chapter 11 Petition Date: March 8, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Heath S. Berger, Esq.
                  Steinberg Fineo Berger & Fischoff, P.C.
                  40 Crossways Park Drive
                  Woodbury, New York 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382

Debtor's latest financial condition:

      Total Assets: $3,512,000

      Total Debts:  $2,319,608

Debtor's 13 Largest Unsecured Creditors:

      Entity                               Claim Amount
      ------                               ------------
   Vartech Elevator Co.                         $59,020
   100-01 91st Avenue
   Roslyn Heights, NY 11418

   Z&ZS Contracting                             $56,450
   1802 25th Road
   Astoria, NY 1102

   Smart Cooling                                $21,000
   143-04 Jamaica Avenue
   Queens, NY 11435

   Ray Associates & Renovations LLC             $18,000

   Ferrari & Son Inc.                           $17,400

   Haag & Son                                   $15,250

   K-2 Construction Masons                      $12,500

   Ace Storefronts                              $12,000

   Design & Development R.A./A.I.A              $10,000

   Concord Electrical Services                   $7,000

   Miceli, Kleinhans Roofing Co.                 $5,700

   Sitailong CCTV                                $3,500

   Bath Fitters                                  $1,500
   Premium Bath Systems Reglazing Corp.


AAIPHARMA INC: Emerges from Bankruptcy with $45 Million Financing
-----------------------------------------------------------------
aaiPharma Inc. has emerged from chapter 11, and the Company's
Joint Chapter 11 Plan has become effective.  

The Company's Joint Chapter 11 Plan was confirmed by the U.S.
Bankruptcy Court for the District of Delaware on Jan. 20, 2006.    
The Company's chapter 11 process included a sale of substantially
all of the assets of its pharmaceutical division in July 2005 and
the restructuring of the Company's business around its development
services division.

"The emergence from chapter 11 represents the final milestone in
our reorganization process, and a new day for AAIPharma," stated
Dr. Ludo Reynders, President and CEO of AAIPharma."  The company
has emerged with a revitalized balance sheet and the financial
stability to continue to provide our clients with the high level
of service they expect from AAIPharma.  I am extremely proud of
our organization, and I want to express my heartfelt thanks to our
employees, customers, and business partners for their support of
AAIPharma throughout this reorganization."

As part of AAIPharma's emergence from chapter 11, the Company has
obtained exit financing of up to $45 million.  This financing will
be used to fund all of the Company's bankruptcy related
obligations, as well as for general corporate purposes.

Consistent with the Plan, the Company's prior common stock has
been cancelled as of March 6, 2006.  Approximately 100% of the
Company's new common stock has been distributed to the previous
holders of the Company's senior subordinated notes, which were
also cancelled under the Plan.  Upon emergence, AAIPharma became a
privately-held company, with an investor group including, among
others, JPMorgan.

AAIPharma also announced the appointment of a new seven-member
Board of Directors.  "The management team looks forward to working
with our new board of directors," stated Dr. Reynders. "The post
emergence board will offer invaluable guidance and oversight to
the Company as AAIPharma continues to grow as a strong global drug
development company.  I would like to thank the outgoing board for
their leadership and direction as AAIPharma successfully navigated
through a challenging period in the Company's history."

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to     
the pharmaceutical industry and sells pharmaceutical products that
primarily target pain management.  AAI operates two divisions:
AAI Development Services and Pharmaceuticals Division.

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported $323,323,000 in consolidated assets and
consolidated debts totaling $446,693,000.


ABRAXAS PETROLEUM: Equity Deficit Cut in Half to $23.7M at Dec. 31
------------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) reported financial and
operating results for the quarter and 12 months ended Dec. 31,
2005.

Production of 1.8 Bcfe for the fourth quarter of 2005 generated:

   -- Revenue of $17.0 million, a 20% increase over Q3 2005;
   -- EBITDA of $11.0 million, a 10% increase over Q3 2005; and
   -- Cash flow of $7.2 million, a 14% increase over Q3 2005.

Production of 6.1 Bcfe for the year generated:

   -- Revenue of $48.6 million, a 44% increase over 2004;
   -- EBITDA of $31.3 million, a 60% increase over 2004; and
   -- Cash flow of $17.3 million, a 71% increase over 2004.

Net income in 2005, from continuing operations, of $6.3 million
compares to a net loss in 2004 of $9.6 million, from continuing
operations, excluding the income tax benefit in 2004 of
$6.1 million related to the Grey Wolf IPO and the $12.6 million
gain on debt redemption booked as a result of the refinancing
completed in October of 2004.  Net income in 2005, including
discontinued operations, of $16.9 million compares to net income
in 2004 of $12.4 million, including discontinued operations.

Continuing operations represent financial and operating results
from operations in the U.S. only as all of Grey Wolf Exploration
Inc.'s historical performance and results from the sale of Grey
Wolf shares owned by Abraxas in its initial public offering that
closed on February 28, 2005, are treated as discontinued
operations.  Abraxas currently owns less than 1% of the
outstanding capital stock of Grey Wolf.

As previously announced, the Company adopted the fair value method
of accounting for stock-based compensation under Statement of
Financial Accounting Standards No. 123, as revised, during the
fourth quarter of 2005.  This adoption resulted in the reversal of  
$9.7 million of previously booked stock-based compensation expense
under historical accounting methods and the incurrence of an
expense of $587,000 to account for the adoption of SFAS 123R for
the years 2003, 2004 and 2005.  

The positive impact to net income is, $7.1 million in the fourth
quarter of 2005 (which offset a $7.3 million expense incurred
during the first three quarters of 2005), $1.2 million in 2004 and
$878,000 in 2003.  As SFAS 123R permits for comparative purposes,
the Company has retrospectively presented the financial statements
for 2003 and 2004.

"As 2004 was a year of preparation for an expanded capital
expenditure budget and a stronger balance sheet, 2005 was a year
of increasing production and revenue.  For three consecutive
quarters, we have increased production and combined with higher
commodity prices, increased revenue over 115% since the first
quarter of 2005.  These consecutive production increases are a
testament to the quality of our asset base and the ability of our
technical team to execute when given the capability to spend
capital dollars," commented Bob Watson, Abraxas' President and
CEO.

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

At Dec. 31, 2005, Abraxas Petroleum Corporation's balance sheet
showed a $23,701,000 stockholders' deficit compared to a
$53,464,000 deficit at Dec. 31, 2004.


AEARO CORP: S&P Holds B+ Rating on Watch With Neg. Implication
--------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on safety
equipment manufacturer Aearo Corp. (B+/Watch Neg/--), a wholly
owned subsidiary of Aearo Technologies Inc., on CreditWatch with
negative implications, where they were placed Feb. 2, 2006.

Resolution of the CreditWatch listing awaits Aearo's acquisition
by private equity sponsor Permira Funds from Bear Stearns Merchant
Banking for $765 million.  Aearo will have about $510 million of
debt outstanding at the close of the transaction.
     
Standard & Poor's proposed a 'B' rating for the parent company,
Aearo Technologies Inc., to be rated upon completion of the
transaction.  The ratings on the subsidiary, including its
existing revolving credit facility, term loan, and senior
subordinated notes, would then be withdrawn.  These issues will be
redeemed with the proceeds from new financing expected at the end
of March 2006.
     
As part of the new financing, Aearo Technologies will issue:

   * a $60 million, six-year first-lien revolving credit facility;
     and

   * a $340 million, seven-year senior secured (first-lien) term
     loan B.

The proposed ratings on these issues will be 'B', with a '2'
recovery rating, indicating our expectation of substantial
recovery of principal in the event of a default (80%-100%).  The
firm is also issuing a $170 million, 7.5-year senior secured
(second-lien) term loan that has been assigned a proposed 'CCC+'
rating and a '5' recovery rating, indicating our expectation that
the debtholders would recover a negligible amount of principal (0-
25%) in the event of default, only after the first-lien holdings
were recovered.
     
After the CreditWatch resolution, the proposed outlook on Aearo
Technologies will be stable.
      
"Following the acquisition, the proposed new rating on Aearo
Technologies, which would be lower than the subsidiary's previous
rating, will reflect the higher-than-expected leverage Aearo
Technologies will take on during the transaction," said Standard &
Poor's credit analyst John Sico.  "Total pro forma debt to EBITDA
after the buyout would rise to 6x from about 4.5x beforehand."
     
Indianapolis, Indiana-based Aearo is a leader in the hearing, eye,
face, head, and respiratory areas of the personal protection
equipment market, segments representing about $3 billion of the
$15 billion global safety equipment industry.  The company had
sales of $430 million for the 12 months ended December 2005.  It
manufactures and sells safety products in more than 70 countries
under well-known brand names.  It also makes a wide array of
energy-absorbing materials incorporated into other manufacturers'
products to control noise, vibration, and shock.
     
Aearo's credit quality following the transaction will reflect:

   * its weak business risk profile in a fragmented industry;
   * its heavy debt burden; and
   * its aggressive financial policy.

However, the company holds good niche positions within this large
industry.  The business is highly fragmented, but Aearo:

   * maintains good geographic, product, and customer diversity;
   * has stable earnings; and
   * generates relatively good free cash flow.


AMERALIA INC: Natural Soda Unit Defaults on Interest Payments
-------------------------------------------------------------
AmerAlia, Inc.'s wholly owned subsidiary, Natural Soda Holdings,
Inc., is not current on its interest payments due on its
indebtedness.

As disclosed in its latest quarterly report for the period ending
March 31, 2005, AmerAlia has significant liquidity issues caused
primarily by its high indebtedness.  As of March 31, 2005, the
Company's balance sheet shows $4,156,249 in current assets
available to pay $6,324,200 of current liabilities.  

The Company has reported recurring losses and an equity deficit
topping $13 million.  

According to Robert C. J. van Mourik, the Company's Executive Vice
President & Chief Financial Officer, the Company's liquidity
difficulties have made it difficult to complete the filing of its
annual report on Form 10-KSB for the financial year ended
June 30, 2005, and subsequent quarterly reports on Form 10-QSB.  
The Company intends to file these reports as soon as our auditors
are able to complete their work.

HJ & Associates, LLC, the Company's auditor, raised substantial
doubt about the Company's ability to continue as a going concern
after it audited the Company's financial statements for the year
ending June 30, 2004.  It points to the Company's losses from
operations, has a stockholders deficit and minimal working
capital.  

AmerAlia, Inc., produces and sells natural sodium bicarbonate,
commonly known as baking soda, for use in a wide variety of
products and activities.


AMBASSADOR INSURANCE: Jones Day Team Won $182 Million PwC Verdict
-----------------------------------------------------------------
The National Law Journal has honored Jones Day partner Richard B.
Whitney, Esq., in the Cleveland office for obtaining one of the
top 20 jury verdicts in the nation in 2005.  

A legal team headed by Mr. Whitney and Columbus partner Fordham E.
Huffman, Esq., on a $119.9 million award in a Newark, New Jersey,
federal court on behalf of the estate of the insolvent Ambassador
Insurance Company against the national accounting firm of
PricewaterhouseCoopers, LLP and the estate of the insurer's former
CEO.  

Coopers & Lybrand, a PwC predecessor, served as Ambassador's
auditor prior to its seizure by the Vermont Insurance Commissioner
in November of 1983, in what became one of the largest
insolvencies of a so-called "surplus lines" insurance company.  
The Court's award of pre-judgment interest raised the judgment in
the case to $182.9 million, one of the largest verdicts ever
against a national accounting firm for audit failure.

Ambassador was a Vermont company, and its "surplus lines" status
meant that there were no state-sponsored guaranty funds available
in most states to reimburse their policyholders when the company
went bankrupt.  The jury accepted the estate's claim that the
auditor knew or should of known that Ambassador was insolvent long
before its regulatory takeover, and its verdict represented one of
the largest ever levied against a national accounting firm for a
negligent audit.  The lawsuit, filed in 1985, further alleged that
Ambassador's former President and CEO, Arnold Chait, caused the
insolvency of Ambassador through gross mismanagement of the
company.  

The trial lasted ten weeks, and included testimony of experts in
underwriting, claims, insurance regulation, auditing, casualty
actuarial science and economics.  In the end, the jury deliberated
less than a day before returning a verdict in favor of Jones Day's
client for the full amount of the damages sought.  

The National Law Journal, which annually publishes a survey of the
top 100 verdicts, listed the case, John Crowley, as Receiver of
Ambassador Insurance Company v. Doris June Chait, et al., No.
85-2441 (Dist. D. N.J. July 29, 2005), as the fifteenth largest
verdict handed down by a jury in 2005, and the list notes that,
after accounting for post-trial adjustments by the trial court,
the verdict was the eighth largest.  

PwC plans to appeal the verdict to the United States Court of
Appeals for the Third Circuit.  

The jury award, if sustained on appeal, will be distributed to
more than 10,000 people with allowed claims in Ambassador's
estate, located throughout the country, most of whom are either
Ambassador policyholders or people with valid claims covered by
those policies.

Jones Day is an international law firm with 30 locations in
centers of business and finance throughout the world.  With more
than 2,200 lawyers, including more than 400 in Europe, and 175 in
Asia, it ranks among the world's largest law firms.  Jones Day
acts as principal outside counsel to, or provides significant
legal representation for, more than half of the Fortune Global
500 companies.


AUTONATION INC: Fitch Lowers $600 Mil. Facility's Rating to BB+
---------------------------------------------------------------
Fitch downgraded AutoNation, Inc.'s ratings:

   -- Issuer Default Rating (IDR) to 'BB+' from 'BBB-'
   -- $600 million bank credit facility to 'BB+' from 'BBB-'
   -- Senior unsecured notes to 'BB+' from 'BBB-'

Fitch also expects to rate AutoNation's new senior unsecured notes
and Term Loan A 'BB+'.  The Rating Outlook is Negative.

This action follows AutoNation's announcement that it has tendered
to repurchase 50 million of its common shares outstanding for $23
per share or about $1.15 billion and will redeem its $323 million
of 9% senior unsecured notes.  AutoNation intends to finance the
transactions with:

   * cash on hand;

   * proceeds from a $300 million Term Loan A (which may be
     increased to $400 million);

   * up to $450 million of senior unsecured floating-rate notes;

   * up to $450 million of senior unsecured fixed-rate notes; and

   * borrowings on its revolver of approximately $125 million.

As a result, proforma debt as of Dec. 31, 2005 (including
floorplan notes payable), will increase by $1 billion to about $4
billion and proforma total adjusted debt to EBITDAR would increase
to about 4.8x from 3.8x.  In addition, this transaction signals a
shift in management's strategy to a more shareholder friendly
posture.

The Negative Rating Outlook considers the weakness of the domestic
automotive manufacturers and the impact further weakness could
have on AutoNation.  Domestic branded franchises represent 57% of
AutoNation's total franchise base and about 43% of new vehicle
revenue in fiscal 2005, down from 58% and 49% in 2004,
respectively.  

While AutoNation has worked to reduce its exposure to the domestic
brands through divestitures of domestic franchises and
acquisitions of luxury and import banded dealerships, the pace of
this store base shift is slow and the domestic manufacturers
continue to lose market share over time.  

AutoNation's ability to sustain operating margins and cash flow
generation in the face of declining sales of domestic brands could
result in a stabilization of the rating outlook.

Nonetheless, while credit measures are anticipated to weaken
following this transaction, Fitch expects that AutoNation will
continue to work to reduce inventory and outstanding floorplan
notes payable over time and will strengthen operating margins
through the consolidation of accounting, administrative, and
operational functions and a focus on the profitable parts and
service business.  Therefore, credit measures are anticipated to
improve over time while non-floorplan debt levels are expected to
remain relatively steady.

AutoNation continues to benefit from its position as the largest
automotive retailer in the U.S., operating 346 franchises across
17 states, which provides it with economies of scale and financial
flexibility.  In addition, the diversity of its operations, with
57% of gross profit from the parts and service and finance and
insurance businesses, adds stability to its operating results.

New vehicle sales accounted for about 60% of 2005 revenues, but
this low margin business represented only about 27% of gross
profit for the same period while the higher margin and
historically more stable parts and service and finance and
insurance businesses represented 57% of gross profit.

Lastly, AutoNation continues to benefit from the high level of
support from the automotive manufacturers, through incentives and
floorplan assistance.  However, higher interest rates are expected
to negatively affect AutoNation's operating results given that
floorplan interest expense is at a variable rate.


AUTONATION INC: Moody's Rates Proposed $600 Mil. Facility at Ba2
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
of AutoNation, Inc. and assigned Ba2 ratings to the proposed
senior unsecured obligations: $600 million revolving credit
facility, $300 million term loan, $450 million floating rate notes
and $450 million fixed rate notes.  

At the same time, Moody's revised the rating outlook to stable
from positive.  The ratings assigned are subject to the receipt of
final documentation with no material changes to the terms as
originally reviewed by Moody's.

The change in ratings outlook to stable from positive reflects
AutoNation's increased leverage from the proposed recapitalization
with adjusted debt/EBITDA increasing to 3.1x from 1.9x.  In
addition, the outlook reflects Moody's view that the
recapitalization marks a departure from management's historically
conservative financial posture at a time when uncertainties around
the domestic car manufacturers continue.

The CFR affirmation and new rating assignments reflect
AutoNation's consistent strong operating performance amid
continuing challenges arising from the difficulties of the
domestic OEMs, which have been losing market share and are facing
increasing financial difficulties.  The affirmation also reflects
AutoNation's diverse business model, flexible cost structure and
consistent cash flow generation.

AutoNation is contemplating issuing roughly $1.4 billion of debt
to repurchase 50 million common shares and to refinance $325
million of senior unsecured notes.  This recapitalization will be
financed with $200 million of existing cash, $125 million draw
down on the $600 million senior unsecured revolving credit
facility, a $300 million senior unsecured term loan, a $450
million senior unsecured fixed rate note and a $450 million senior
unsecured floating rate note.

The senior unsecured recapitalization obligations will all be
issued by AutoNation, will be guaranteed by domestic subsidiaries
and are pari passu with each other.  The Ba2 ratings of the
recapitalization obligations reflect their effective subordination
to the secured floor plan obligations and mortgage facility, but
also recognize the benefit of guarantees from operating companies
and good unencumbered asset coverage.  If the recapitalization is
completed as proposed, Moody's will withdraw its ratings on
AutoNation's existing senior unsecured notes.

AutoNation, headquartered in Fort Lauderdale, Florida, is the
largest automotive retailer in the U.S.  It has more than 340 new
vehicle dealerships in 17 states.  Revenue for 2005 approximated
$19.3 billion.


BEDFORD CDO: Asset Defaults Cues Moody's to Review Junked Rating
----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
rating of this class of notes issued by Bedford CDO, Limited, a
collateralized debt obligation issuer:

   * $42,000,000 Class II Senior Fixed Rate Notes Due 2011

     Prior Rating: Aa3
     Current Rating: Aa3 -- on watch for possible upgrade

Moody's also placed on watch for possible downgrade the rating of
this class of notes issued by Bedford CDO, Limited:

   * $15,000,000 Class IV Mezzanine Fixed Rate Notes Due 2011

     Prior Rating: Caa3
     Current Rating: Caa3 -- on watch for possible downgrade

The rating action with respect to the Class IV notes reflects the
occurrence of asset defaults and par losses in the transaction's
underlying collateral portfolio, consisting primarily of corporate
bonds, as well as the continued failure of certain collateral and
structural tests, according to Moody's.  The rating action with
respect to the Class II notes reflects the significant delevering
of the transaction which more than offsets the unfavorable aspects
of the transaction's performance given the seniority of those
notes in the transaction's capital structure, Moody's noted.


BRITISH AVIATION: Judge Bernstein Closes U.S. Ancillary Proceeding
------------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York entered an order closing British
Aviation Insurance Company Limited's ancillary proceeding under
Section 304 of the Bankruptcy Code.

British Aviation's Board of Directors filed a Section 304 petition
with the U.S. Bankruptcy Court for the Southern District of New
York in February 2005 to prevent any U.S. creditor from seizing
their U.S. assets.  

The Debtor's Board also sought an order from the Bankruptcy Court
to give full force and effect to its proposed Scheme of
Arrangement in the U.S.

The English High Court's decision on British Aviation's scheme is
available for free at http://researcharchives.com/t/s?62c

Headquartered in London, The British Aviation Insurance Company
Limited -- http://www.baicsolventscheme.co.uk/-- wrote mainly  
aviation direct business or facultative reinsurance and was.  On
Jan. 1, 2002, it ceased to underwrite any insurance business and
went into run-off.  The Company filed a Section 304 petition on
February 7, 2005 (Bank. S.D.N.Y. Case No. 05-10720).  Howard
Seife, Esq., and Francisco Vazquez, Esq., at Chadbourne & Parke
LLP represent the Debtor in this proceeding.  The Petition
discloses assets of GBP254,616,000 and liabilities totaling
GBP151,938,000.


BUCKEYE TECH: S&P Revises Outlook to Neg. & Affirms BB- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the Memphis, Tennessee-based specialty
pulp producer.
     
"The outlook change reflects credit measures that remain weaker
than we had been expecting Buckeye to achieve," said Standard &
Poor's credit analyst Kenneth L. Farer.  "Specific areas of
concern include the deterioration in cash flow and liquidity over
the past few quarters as a result of increased raw material,
energy, and transportation costs and an increase in working
capital associated with the closure of the Glueckstadt, Germany,
mill and conversion of the Americana facility in Brazil."
     
At Dec. 31, 2005, debt, including capitalized operating leases,
remained elevated at $569 million, with debt to last-12-month
EBITDA of 5x, above the mid-3x expected for the ratings.
     
Buckeye is a leading producer of absorbent products and specialty
pulps that serve a wide variety of end uses.
     
"Buckeye needs to strengthen its credit measures over the near
term to maintain its ratings," Mr. Farer said.  "We expect
Buckeye's financial profile to benefit from higher earnings and
cash flow following recently implemented price increases, leading
to additional debt reduction.  However, any substantial reversal
in such progress because of unexpected negative market conditions
or debt-financed activity could prompt a negative rating action.
We could revise the outlook to stable if earnings and cash flow
improve because of revenue initiatives, further meaningful cost
reductions, and/or reductions in working capital, which allow the
company to accelerate its debt-reduction efforts."


CABLEVISION SYSTEMS: Wants to Find Ways to Pay $3 Billion Dividend
------------------------------------------------------------------
Cablevision Systems Corporation's Board of Directors authorized
its management to take all steps that would be necessary to
implement a $3 billion special dividend payable pro rata to all
shareholders subject to:

   -- satisfying applicable legal standards;

   -- obtaining the necessary financing on terms and conditions
      acceptable to the Board;

   -- establishment by the Board of the record date, payment date
      and final dividend declaration of the special dividend in
      accordance with applicable New York Stock Exchange
      requirements; and

   -- final Board approval after completion of its ongoing
      analysis of the proposed dividend.

The Board first declared the $3 billion special dividend in
December 2005.  The Company and CSC Holdings evaluated a new CSC
Holdings, Inc. credit facility of up to $5.5 billion, secured by
the stock of certain subsidiaries, that would fund the dividend.

The Board junked the idea a few days after, however, when in the
course of preparing for the financing of its proposed special
dividend, it found out that there were certain technical covenant
violations under CSC Holdings, Inc.'s existing bank credit
agreement and certain possible technical covenant violations under
other debt instruments.

The Board now wants to find other ways of implementing the
dividend distribution.  

Headquartered in New York City, New York, Cablevision Systems
Corporation -- http://www.cablevision.com/-- is one of the   
nation's leading telecommunications and entertainment companies.  
Cablevision currently operates the nation's single biggest cable
cluster, serving 3 million households in the New York metropolitan
area.  Its portfolio of operations ranges from high-speed internet
access, robust digital cable television as well as advanced
digital telephone services, professional sports teams, world-
renowned entertainment venues and national television program
networks.

At Sept. 30, 2005, Cablevision Systems' balance sheet showed
liabilities exceeding assets by more than $2.4 billion.

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2006,
Standard & Poor's Ratings Services raised its selected ratings
on Bethpage, New York-based cable TV operator Cablevision Systems
Corp. and related entities, including:

   -- the corporate credit rating, which was upgraded to 'BB'
      from 'BB-'; and

   -- the short term rating, which was raised to 'B-1' from 'B-2'.

All other ratings also were raised, except the senior secured bank
loan ('BB', and not on CreditWatch) and senior unsecured debt
rating ('B+') at intermediate holding company CSC Holdings Inc.
These ratings were affirmed.

All ratings were removed from CreditWatch with developing
implications: They originally were placed on CreditWatch with
negative implications on June 20, 2005, and a stable outlook was
assigned.


CATHOLIC CHURCH: Portland Archdiocese Prevails in Rule 3018 Spat
----------------------------------------------------------------
Around 113 tort claimants asked the U.S. Bankruptcy Court for the
District of Oregon to temporary allow their claims for purposes of
voting and confirmation of the Plan of Reorganization filed by the
Archdiocese of Portland in Oregon.

The Archdiocese of Portland in Oregon objects.  Thomas W. Stilley,
Esq., at Sussman Shank LLP, argues that the Claimants' requests
for temporary allowance are objectionable because:

   (1) the requests are duplicative and unnecessary;

   (2) certain requests are untimely;

   (3) estimation of the alleged future claims is unnecessary for
       voting purposes;

   (4) certain requests required evidentiary hearings;

   (5) allowance of the requests will prejudice those claimants
       who have liquidated their claims;

   (6) punitive damage claims should be disallowed for voting
       purposes; and

   (7) settled claims do not require estimation.

The Archdiocese asks Judge Perris to deny all requests for
temporary allowance of claims, and instead, estimate the
unresolved present child sex abuses claims in the aggregate for
purposes of voting and confirmation.

                          *     *     *

Judge Perris says she will not consider the 113 Claimants'
requests for temporary allowance because their claims are included
in the group of present child sex abuse claims that have already
been addressed in Portland's request to estimate unresolved tort
claims.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Cash Mgt. Order Continued Until May 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
rules that the Interim Cash Management Order is continued in full
force with no alteration until May 1, 2006, unless sooner modified
by Court order.  Judge Williams will convene another hearing on
May 1 to consider any further extension and modification of the
Interim Cash Management Order.

As reported in the Troubled Company Reporter on March 23, 2005,
Judge Williams authorized, on an interim basis, the Diocese of
Spokane and the Parishes to maintain their existing bank accounts.

The Spokane Diocese believed that all parties-in-interest,
including employees, trade vendors, and most important, the
parishioners of the thirteen counties within the Diocese of
Spokane, will be best served by preserving operational continuity
and avoiding the disruption and delay to payroll and to the
Diocese's financial activities that would necessarily result from
closing the Diocese's existing bank accounts and the opening of
new accounts.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DANA CORP: U.S. Trustee Organizing Creditor Committee Tomorrow
--------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene an organizational meeting in Dana Corporation and its
debtor-affiliates' chapter 11 cases at 10:00 a.m., tomorrow,
Friday, March 10, 2006.  The meeting will be held in the Manhattan
Ballroom at the Grand Hyatt New York hotel, located on Park Avenue
at Grand Central Terminal.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
will attend and provide background information regarding the
cases.

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
Corporation Bankruptcy News, Issue No. 1, Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Court Okays $52.1 Mil. Payments to Critical Vendors
--------------------------------------------------------------
Dana Corporation and its debtor-affiliates have approximately 70
domestic manufacturing facilities that manufacture highly
specified metal components, parts and systems for OEM Customers
and others.  Nearly all of these facilities maintain an integrated
manufacturing system designed to ensure that the Debtors receive
goods on a "just in time" basis.  Although coordinated just-in-
time supply systems produce cost savings for the Debtors and their
OEM Customers in a number of ways, they also place an emphasis on
maintaining a continuous and timely supply chain.

"An interruption in the supply chain will quickly ripple through
the system and result in interruptions in the OEM customers'
manufacturing process, causing interruptions in the production of
vehicles and other items by the Debtors' OEM customers.  Such a
shutdown could be catastrophic in light of, among other things,
the potential assertion of consequential damages by the OEM
customer against the Debtors for failure to honor existing supply
agreements or other contractual obligations," Michael J. Burns,
chairman of the board, president, chief executive officer, and
chief operating officer of Dana Corporation, says.

The Debtors estimate that alleged consequential damages for
shutting down a major OEM assembly line in North America could
easily exceed $250,000 per hour and may be as much as $500,000
for each hour of stoppage.

The Debtors seek to avoid interruptions to their supply chain by
identifying those vendors that would have the ability -- as well
as the willingness -- to interrupt the supply chain.  These
Essential Suppliers fall into two main categories:

   -- materials suppliers, and
   -- maintenance suppliers.

The Materials Suppliers supply, among other things:

   (a) components and parts that are directly assembled into the
       products sold by the Debtors;

   (b) other production materials, including welding wire and
       first-fill oil that are integrated in the Debtors'
       products during or at the close of the manufacturing
       process; and

   (c) lubricants, gases and other materials consumed in the
       production process, but not directly integrated into the
       manufactured products.

Maintenance Vendors provide parts, materials and services to the
Debtors' equipment and machinery utilized in the manufacturing
operations.

Mr. Burns tells the in the U.S. Bankruptcy Court for the Southern
District of New York that the goods and services purchased
from these vendors can't be obtained from other vendors.  The
Debtors do not have any viable alternatives to obtain substitute
goods or services from other suppliers.  However, these Essential
Suppliers can sell their goods and services to other existing or
new customers perceived to offer less financial risk.

According to Mr. Burns, some of the Essential Suppliers have
unstable financial situations that have been exacerbated in
recent years due to the financial difficulties experienced by
large companies in the automotive and vehicle supply industries.  
Other Essential Suppliers are small operations that are highly
dependent on the Debtors' business for their continued viability.  
Thus, Mr. Burns says, the nonpayment of the Essential Supplier
Claims could result in some of the Essential Suppliers suffering
work stoppages or other business disruptions, and might
ultimately result in those vendors ceasing operations altogether
or filing their own bankruptcy cases.

The Debtors intend to pay only a fraction of these vendors and to
require postpetition commitments from these vendors as a quid pro
quo for, and as a condition to, the payment of the Essential
Supplier Claims.

At the Debtors' request, the Court authorizes the Debtors to pay
Essential Supplier Claims up to $52,100,000.  

Dana has not identified, and doesn't intend to identify, the
individual recipients of these critical vendor payments.  

Each recipient of an Essential Supplier Payment will be required,
to the extent applicable, to:

   (a) continue to extend normalized trade credit and provide
       other business terms on a postpetition basis (consistent
       with past practices), including with respect to any
       applicable credit limits, the pricing of goods and
       services and the provision of equivalent levels of
       service, on terms at least as favorable as those extended
       prepetition or on other terms that are acceptable to the
       Debtors in their business judgment, until the Debtors
       emerge from chapter 11; and

   (b) release to the Debtors, as requested, goods or other
       assets of the Debtors in the Essential Supplier's
       possession.

If an Essential Supplier accepts a Essential Supplier Payment and
fails to provide the Debtors with the requisite Trade Terms,
then:

   (a) any Essential Supplier Payment received by the Essential
       Supplier will be deemed an unauthorized postpetition
       transfer under Section 549 of the Bankruptcy Code that the
       Debtors may either:

          (i) recover from the Essential Supplier in cash or
              goods, or

         (ii) at the Debtors' option, apply against any
              outstanding administrative claim held by such
              Essential Supplier; and

   (b) upon recovery of any Essential Supplier Payment, the
       corresponding prepetition claim of the Essential Supplier
       will be reinstated in the amount recovered by the Debtors,
       less the Debtors' reasonable costs to recover those
       amounts.

The Court permits the Debtors, in the exercise of their business
judgment, to pay claims of any creditors or claimants entitled to
administrative priority pursuant to Section 503(b)(9) of the
Bankruptcy Code in the ordinary course of the Debtors' businesses
and on terms and conditions the Debtors deem appropriate.  
Payment of any Twenty-Day Administrative Claims will not count
against the Essential Supplier Cap.

If a Repudiating Vendor refuses to perform its postpetition
obligations pursuant to an executory contract with one or more of
the Debtors in violation of the Bankruptcy Code because the
Debtors have failed to pay the vendor's prepetition claim, the
Honorable Burton R. Lifland allows the Debtors to pay that claim
provisionally, provided that, within ten business days of payment,
the Debtors file a Notice of Repudiating Vendor and seek the entry
of an Order to Show Cause.

If a Repudiating Vendor refuses to perform its postpetition
obligations pursuant to an executory contract with one or more of
the Debtors in violation of the Bankruptcy Code, the Debtors may:

   (a) file a Notice of Repudiating Vendor, setting forth the
       Debtors' belief that the vendor is in violation of the
       Bankruptcy Code through its failure to perform under a
       prepetition agreement, identifying the name of the vendor,
       the identity of the agreement in question and, if any
       Provisional Payments were made, the amounts and date of
       such Provisional Payments; and

   (b) seek the entry of an Order to Show Cause, which will
       require the Repudiating Vendor to appear at the next
       regularly scheduled omnibus hearing in the Debtors'
       chapter 11 cases that is at least five business days after
       the date that the Notice of Repudiating Vendor is filed,
       to show why it should not be found to have willfully
       violated Sections 362 and 365 of the Bankruptcy Code and
       required to return any Provisional Payment made by the
       Debtors.

The Debtors have not disclosed and don't intend to publicly
disclose the identity of any Essential Supplier.

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
Corporation Bankruptcy News, Issue No. 1, Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DELTA AIRLINES: ALPA Commences Vote on Planned Pilots' Strike
-------------------------------------------------------------
Delta pilots began voting on Monday, March 6, 2006, on authorizing
a strike.  The Delta pilot leadership of the Air Line Pilots
Association has long held that if the contract is rejected and
management begins to impose terms, the pilots have the right to
strike.  On Dec. 8, 2005, in a unanimous vote, Delta pilot
leadership authorized the chairman to issue a strike ballot at the
time of his choosing.  Chairman Captain Lee Moak initiated the
ballot after weeks of working to negotiate a consensual agreement
while Delta management continued to demand excessive cuts.

Captain Moak stated in a letter to pilots announcing the ballot,
"Throughout the Chapter 11 process, management has been nothing if
not predictable, moving only cosmetically from their pre-
bankruptcy term sheet of September 12 . . . Their single-element
strategy seems to be one of 'bankruptcy profiteering' based in
large part on the sacrifices of the Delta employees."

An agreement was not reached between Delta and the Union by the
March 1, 2006, deadline required under the interim agreement,
Letter 50, and the decision on Delta management's 1113 motion has
moved to a third-party neutral panel.  The initial hearing will
begin March 13 with a final decision due no later than April 15.
Should the panel allow management to reject the Delta pilots'
contract, the union would have the same rights as if the Court
allowed a rejection, which includes the right to strike.

Voting will run from March 6, 2006, through April 4, 2006.  If the
majority of the Delta pilots authorize the strike, the union's
leadership would have the authority to call a strike.

Founded in 1931, Air Line Pilots Association --
http://www.alpa.org/-- represents 62,000 pilots at 39 airlines in  
the U.S. and Canada.  ALPA represents approximately 6,000 active
DAL pilots and 500 furloughed DAL pilots.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in     
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.


DI GIORGIO: Weak Performance Cues Moody's to Junk $148M Sr. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Di Giorgio
Corporation.  The lower ratings consider Moody's belief that
operating performance and credit metrics likely will remain
meaningfully weaker than in the relatively recent past, with
leverage of 6.5 times for the twelve months ending Oct. 1, 2005
compared to 4.4 times for the fiscal year ending Dec. 27, 2003.
However, assuming that the company refinances the 2007 senior
notes in a timely manner, Moody's believes that the company has
adequate liquidity.  The rating outlook is stable.

Ratings downgraded are:

   * $148 million 10.0% senior notes (June 2007) to Caa1 from B2;
     and the

   * Corporate family rating to B3 from B1.

Moody's does not rate the $115 million secured revolving credit
facility.

The ratings reflect the company's modest cash flow relative to
interest expense and capital expenditures, the upcoming maturity
of the senior notes, and the historic practice of making a sizable
annual dividend payment.  The high customer concentration,
exposure to the economic fortunes of a small geography in the New
York City and Philadelphia metro areas, and uncertainty related to
resolution of the company's ownership also adversely affect
Moody's opinion of the challenges facing Di Giorgio.

However, supporting the ratings are Di Giorgio's established
position as the leading wholesaler to independent grocers in the
New York metro area, the focus on a single important region that
provides efficiencies in distribution and purchasing in spite of
the company's relatively small size, and the lengthy history of
net profitability.  The company's solid liquidity position,
assuming that the 2007 senior notes are successfully refinanced,
also benefits the company.

The stable rating outlook reflects Moody's belief the possibility
that operating performance and credit metrics will remain near
current levels for at least the next 12 months.  Ratings would
decline if debt to EBITDA approaches 7 times, cash outflows for
interest expense, capital expenditures, and dividends fall below
EBITDA, investment in working capital becomes a concern, or the
company's independent grocery customers collectively lose market
share.  

Conversely, improvement of ratings from current levels would
require greater financial flexibility as represented by a
meaningful free cash flow surplus, successful refinancing of the
June 2007 senior notes, and a sustained reversal of credit metrics
including leverage declining to 6 times.

The Caa1 rating on the senior unsecured notes relative to the
corporate family rating reflects that these senior notes are
effectively subordinated to the sizable secured revolving credit
facility and rank equally with $72 million of trade accounts
payable.  These notes do not enjoy guarantees from subsidiaries,
but the issuer directly owns most assets and undertakes most
business activities.  The notes are currently callable at par.

Quarter over quarter revenue has started to slightly grow again
after the loss of a major customer in 2004, but higher sales have
not resulted in greater cash flow.  Operating margin declined to
1.5% in the first nine months of 2005 compared to 2.1% in the same
period of 2004 largely due to factors such as heightened
competitive activity and higher motor fuel costs, while EBIT
coverage of interest expense declined to 1.3x from 1.6x over the
same periods.  

Given that competitive pressures for the supermarket industry are
not expected to diminish, at best Moody's anticipates that
operating margin expansion and credit metric improvement in 2006
will be modest.  As of the end of the September 2005 quarter, $94
million of the revolving credit commitment was available.

Di Giorgio Corporation, headquartered in Carteret, New Jersey,
distributes groceries principally in and around New York City and
Philadelphia.  Revenue for the 12 months ending September 2005
approximated $1.3 billion.


DIAMOND ENTERTAINMENT: Dec. 31 Balance Sheet Upside-Down by $684K
-----------------------------------------------------------------
Diamond Entertainment Corp. disclosed its financial results on
Form 10-QSB for the quarter ending Dec. 31, 2005, to the
Securities and Exchange Commission on Feb. 21, 2006.

For the quarter ended Dec. 31, 2005, the company reported a
$221,099 net loss on $1,569,916 of net sales compared to a net
loss of $368,234 on $2,467,000 of net sales for the same period of
2004.

At Dec. 31, 2005, Diamond Entertainment's balance sheet showed
$2,897,285 in total assets and total liabilities of $3,581,741
resulting to a stockholders' deficit of $684,456.  As of Dec. 31,
2005, the company had an accumulated deficit of $20,285,943
compared to $19,607,211 for the same period of 2004.

A full-text copy of Diamond Entertainment's financial statements
for the quarter ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?632

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 15, 2005,
Pohl, McNabola, Berg and Company, LLP, expressed substantial doubt
about Diamond Entertainment's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended March 31, 2005.  The auditors point to the
company's significant working capital deficiency, substantial
recurring losses and negative cash flows from operations.

Diamond Entertainment Corporation dba e-DMEC was formed under the
laws of the State of New Jersey on April 3, 1986.  In May
1999, the Company registered in the state of California to do
business under the name "e-DMEC".  DMEC markets and sells a
variety of videocassette and DVD (Digital Video Disc) titles to
the budget home video and DVD market.  The Company also purchases
and distributes general merchandise including children's toy
products, general merchandise and sundry items.


DIMENSIONAL VISIONS: Dec. 31 Equity Deficit Widens to $1.36 Mil.
----------------------------------------------------------------
Dimensional Visions Incorporated reported its financial results
for the fourth quarter ended Dec. 31, 2005, to the Securities and
Exchange Commission on March 3, 2006.  

For the three months ended Dec. 31, 2005, Dimensional Visions' net
loss decreased to $19,876 from a net loss of $77,500 for the three
months ended Dec. 31, 2004.

Dimensional Visions reported that it did not generate any revenues
for the six months ended Dec. 31, 2005, and for the six months
ended Dec. 31, 2004, because it has ceased all marketing and sales
activity in the last quarter of 2002.

At Dec. 31, 2005, Dimensional Visions' balance sheet showed
$1,367,359 in total liabilities and no assets.  Additionally, the
Company has an accumulated deficit of $24,782,629 at Dec. 31,
2005.

                        Going Concern Doubt

Shelley International CPA expressed substantial doubt about
Dimensional Visions' ability to continue as a going concern after
reviewing the Company's financial statements for the period ended
June 30, 2005.  Shelley pointed to Dimensional Visions' recurring
losses from operations, working capital deficiency, and
stockholders deficit.

"The future of Dimensional Visions as an operating business will
depend on its ability to obtain sufficient capital contributions
and financing as may be required to sustain its current operations
and seek out a sale, merger or other business combination with
another entity acceptable to the Board of Directors," the auditing
firm said.

A full-text copy of Dimensional Visions' Form 10QSB report is
available for free at http://ResearchArchives.com/t/s?635

Headquartered in Scottsdale, Arizona, Dimensional Visions
Incorporated created and delivered 3D/animated graphics for
products, packaging and marketing communications before it
discontinued operations in the last quarter of 2002.  
Dimensional's subsidiary company, InfoPak, Inc., is no longer an
operating entity and ceased operations in 2003.

At Dec. 31, 2005, Dimensional Visions' stockholders' deficit
widened to $1,367,359 from a $1,322,130 deficit at June 30, 2005.


DRUGRISK SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: DrugRisk Solutions, LLC
        fka The Institute for Prevention of Substance Abuse
        12 Spring Street
        Schuylerville, New York 12871-1843
        Tel: (518) 695-6390
        Fax: (518) 695-6393

Bankruptcy Case No.: 06-10434

Type of Business: The Debtor is an early phase medical devices
                  company developing instruments to rapidly and
                  inexpensively test hair for commonly abused
                  drugs.  See http://www.drugrisk.com

Chapter 11 Petition Date: March 8, 2006

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  Pasquariello & Weiskopf, LLP
                  One Marcus Boulevard, Suite 200
                  Albany, New York 12205
                  Tel: (518) 689-0323
                  Fax: (518) 689-0329

Debtor's financial condition as of March 2, 2006:

      Total Assets:   $482,390

      Total Debts:  $1,215,856

Debtor's 19 Largest Unsecured Creditors:

      Entity                                    Claim Amount
      ------                                    ------------
   MD Recovery, Inc.                                $204,400
   218 Lewis Wharf
   Boston, MA 02110

   Leatherwood, Walker, Todd & Mann PC              $202,471
   P.O. Box 87
   Greenville, SC 29602-0087

   Elliott Davis, LLC                                $84,200
   P.O. Box 6286
   Greenville, SC 29606-6286

   Washburn Ellingwood Sheeler Thaisz & Pinsle       $42,214

   Firzpatrick Cella Harper & Scinto                 $36,754

   Wahl Clipper Corporation                          $28,356

   DND Deutsch & Co. LLC                             $26,815

   MVP Health Care                                   $18,296

   CIT Group/EF/BTU                                  $16,345

   Wallace, Jordan, Ratliff & Brandt, LLC            $14,400

   Trinity College                                   $10,842

   Schuylerville HS Building LLC                     $10,237

   American Express Business Finance Corp.           $10,052

   Santa Barbara Bank & Trust                         $7,628

   GE Capital Colonial Pacific                        $7,463

   VWR International                                  $7,167

   Key Equipment                                      $6,754

   Nixon Peabody, LLP                                 $5,957

   National City Commercial Capital Corp.             $5,813


ENTERCOM RADIO: Moody's Affirms Low-B Ratings on Cash Return Plan
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Entercom Radio,
LLC but changed the outlook to negative from stable.  The change
in outlook is prompted by the company's recent announcement that
it has initiated a quarterly cash dividend.

The negative outlook reflects the company's willingness to take on
incremental leverage in order to return cash to shareholders in
the form of share repurchases and dividends.  The negative outlook
also incorporates our expectation that management is less likely
to be focused on maintaining a conservative balance sheet. Moody's
notes that since the initiation of its share repurchase program in
2004 Entercom has repurchased approximately
$341 million or 19% of its shares outstanding.  

The company has utilized free cash flow or availability under its
credit facilities, increasing debt by about 47% since YE 2003 to
supplement free cash flow and fund the share repurchases as well
as ongoing, though decreased, acquisition activity.  Further,
Entercom recently initiated a quarterly dividend of $0.38 per
share, representing an approximate $65 million use of annual free
cash flow going forward.

The rating may face negative pressure if Entercom makes a large
debt-financed acquisition or conducts additional share repurchases
and consequently leverage increases beyond 4x debt-to-EBITDA.  
Moody's does not expect the rating to go up in the near-term given
Entercom's propensity to return cash to shareholders.  

To the extent that Entercom returns its focus on debt reduction
and makes additional improvements to the balance sheet from
current levels, paying down debt with free cash flow, the outlook
may return to stable.

The ratings are supported by Entercom's size and market presence
balanced by the competition present in Entercom's larger markets
and its concentration of its operations to its three largest
markets -- Boston, Seattle and Denver.

Moody's affirmed these ratings:

   Issuer: Entercom Radio, LLC

      * Senior Subordinated Debt - - Ba2
      * Corporate Family Rating - - Ba1

The rating outlook is now negative.

Entercom Radio, LLC, headquartered in Bala Cynwyd, Pennsylvania,
is one of the five largest radio broadcasters in the U.S. based on
revenues with more than 100 radio stations clustered in 20
markets.


FIDELITY PARTNERSHIP: Board Approves Dissolution Effective Mar. 31
------------------------------------------------------------------
Fidelity Capital Funding Canada Limited, the general partner of
Fidelity Partnership 1993, discloses the dissolution of the
Partnership effective March 31, 2006.  It had been previously
reported that the Partnership had formally ceased operations on
Dec. 31, 2005, and would formally dissolve shortly afterwards, in
accordance with its Partnership Agreement.

At a meeting of the board of directors of the General Partner on
March 3, 2006, a resolution was passed to dissolve the partnership
on March 31, 2006, pursuant to the provisions of the Partnership
Agreement.

The General Partner will act as receiver and liquidator of the
assets of the Partnership and shall sell or otherwise dispose of
the Partnership's assets as the General Partner considers
appropriate to provide for the debts, liabilities and liquidation
expenses of the Partnership, and the distributions to limited
partners.  

Out of the Partnership's proceeds of disposition, the General
Partner will pay or provide for the payment of the debts and
liabilities of the Partnership and liquidation expenses.  After
the payment of the Partnership's liabilities, the General Partner
will then distribute to the limited partners of record on the date
of dissolution, proportionate to the number of units held by them,
an amount in cash or kind of the capital contribution paid in
respect of each Unit held, less any amount of capital contribution
previously distributed to the limited partners.  

Out of the remaining assets of the Partnership, the General
Partner will be paid 0.01%, and 99.99% of the Assets shall be
distributed among the limited partners of record on the date of
dissolution, proportionate to the number of Units held by them.  
The General Partner will then dissolve the Partnership.

Fidelity's mutual funds are different and separate from the
Fidelity Partnerships and are therefore not at all affected by
this event.

Fidelity Investments is Canada's eighth largest mutual fund
company and part of the Fidelity Investments organization of
Boston, one of the world's largest providers of financial
services.  In Canada, Fidelity manages a total of $40 billion in
mutual fund and corporate pension plan assets. It offers
Canadian investors a full range of domestic, international and
sector mutual funds.  Fidelity funds are available through a
number of advice-based distribution channels including financial
planners, investment dealers, banks, and insurance companies.   
Fidelity Investments also administers defined contribution and
manages defined benefit assets on behalf of corporate clients
across Canada.


GENERAL MOTORS: Halts Pension Contributions for 40,000 Workers
--------------------------------------------------------------
General Motors Corp. (NYSE: GM) announced modifications to its
pension and other benefits for U.S. salaried employees aimed at
providing a competitive and fair benefit to future retirees, while
reducing financial risks to GM.

Effective Jan. 1, 2007, GM will freeze the accrued pension
benefits for U.S. salaried employees under the current defined
benefit plan formula and begin the shift toward a broader reliance
on defined contribution plans in the future.

Salaried employees who were hired on or after Jan. 1, 2001 will
move exclusively to a defined contribution plan for future
service.  Salaried employees hired before that date will remain in
the defined benefit plan.  They will receive a reduced retirement
benefit for future accruals under a new career average pay
formula.  Pension benefits earned prior to the transition date
will be preserved.

The changes do not affect the benefits of GM's current U.S.
salaried retirees or the vested benefits of former employees.

"As noted on Feb. 7, when we announced significant additional
actions to support GM's ongoing turnaround plan, these decisions
are difficult, but necessary to position GM for future success and
preserve employees' earned retirement benefits," GM Chairman and
Chief Executive Officer Rick Wagoner said.  "These changes will
reduce financial risks and future costs for GM, while protecting
current retirees' and employees' earned pension benefits and
providing competitive and fair retirement benefits going forward."

These changes, effective Jan. 1, 2007, include:

     a) GM salaried employees hired before Jan. 1, 2001, who
        currently participate in the traditional defined benefit
        plan with a final average pay formula will stop accruing
        future benefits under that formula and receive a modified
        future benefit based on 1.25 percent of average monthly
        base salary for their future years of service.

     b) GM salaried employees hired on or after Jan. 1, 2001, who
        currently participate in a cash balance plan, will stop
        accruing future pay credits under that plan and receive a
        contribution to their salaried 401(k) program from GM of 4
        percent of annual base salary.  Existing balances under
        the cash balance plan continue to earn annual interest
        credits.

     c) GM U.S. executives who participate in the Supplemental
        Executive Retirement Plan also will have their SERP
        benefits frozen as of Dec. 31, 2006.  Effective Jan. 1,
        2007, the SERP plan will be amended to be aligned with the
        revised U.S. salaried employee pension plan.

The changes to the U.S. salaried pension plan and related benefits
follow a series of actions announced on Feb. 7 aimed at reducing
GM's structural costs and improving GM's financial flexibility,
including capping retiree health-care benefits for U.S. salaried
retirees; cutting compensation for GM's top officers and board
members by up to 50 percent; and reducing the quarterly dividend
by 50 percent.

Late last year, GM reached a tentative agreement with the United
Auto Workers Union that would significantly reduce GM's hourly
retiree health-care costs.  This agreement was ratified by members
of the union and is awaiting court approval. GM also announced
plans to reduce its North American manufacturing capacity, and
eliminate 30,000 hourly jobs by 2008.

"Global competition is truly changing the auto industry, and we
must restructure ourselves to compete successfully in it," Wagoner
said.  "In many cases, our non-U.S. based competitors do not have
comparable legacy costs, because retirement benefits for employees
and retirees in their home countries are more heavily government
funded.  So, our legacy costs in pensions and health care are an
area of significant competitive disadvantage for us.  These
changes we are announcing today in our salaried retirement
program, plus other changes we announced in recent months, will
continue to provide our employees with a good benefit package
today, while reducing GM's financial risk and cost structure."

In connection with the pension benefit changes, GM expects its
worldwide FAS-87 pre-tax pension expense to be reduced by
approximately $420 million in 2007. On an annual basis, commencing
in 2007, the additional 401(k) contributions the corporation will
make for employees hired after Jan. 1, 2001 are expected to
increase expense by approximately $15 million.

As a result of the changes, GM also expects to record a FAS-88
pre-tax charge of approximately $120 million upon remeasurement of
GM's long-term pension liability.  Assuming the remeasurement
occurs by the end of March 2006, GM expects to realize about 75$
of the expected annual FAS-87 expense reduction in 2006.  The
changes are also expected to reduce GM's year-end 2006 pension
liability by approximately $1.6 billion.

In addition to these actions, effective Jan. 1, 2007, all eligible
U.S. salaried employees who contribute to GM's 401(k) program will
receive a company match of 50 percent on the amount the employee
contributes up to 4 percent of base salary.  This action will
increase pre-tax expense by approximately $70 million annually.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the  
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM today employs about
317,000 people around the world.  It has manufacturing operations
in 32 countries and its vehicles are sold in 200 countries.

                            *   *   *

As reported in the Troubled Company Reporter on March 3, 2006,
Fitch Ratings downgraded GM's Issuer Default Rating to 'B' from
'B+'.  Fitch has also assigned an 'RR4' Recovery Rating to GM's
senior unsecured debt, indicating average recovery prospects
(30-50%) for this class of creditors in the event of a bankruptcy
filing.  GMAC's 'BB' rating remains on Rating Watch Evolving by
Fitch pending further developments in GM's intent to sell a
controlling interest in GMAC.

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.

The downgrade reflects increased uncertainty that the company will
be able to achieve all of the steps necessary to establish a
competitive wage, benefit and supplier cost structure outside of
bankruptcy.  These steps include a successful resolution of the
Delphi reorganization and the negotiation of a considerably more
competitive labor contract with the UAW during 2007.


GS MORTGAGE: S&P Upgrades Class F Certificates' Rating to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
GS Mortgage Securities Corp. II's series 1998-C1.  Concurrently,
the ratings on the remaining four classes from this transaction
are affirmed.
     
The raised and affirmed ratings reflect increased credit support
levels that adequately support the ratings under various stress
scenarios, as well as the defeasance of 13% of the collateral
pool.
     
As of February 2006, the trust collateral consisted of 252 loans
with an outstanding balance of $1.38 billion, down from 323 loans
with a balance of $1.86 billion at issuance.  The master servicer,
GMAC Commercial Mortgage Corp., reported interim and year-end 2005
financial data for 36.7% of the pool and year-end 2004 financial
data for 58.5% of the pool.  

Excluding the defeased loans, Standard & Poor's calculated a
weighted average net cash flow debt service coverage ratio of
1.71x, up from 1.53x at issuance.  Twenty-three loans totaling
$181.6 million (13%) have been defeased.  To date, the trust has
incurred losses totaling $52.7 million.
     
The top 10 exposures have an aggregate balance of $544.9 million
(39%) and a weighted average DSCR of 1.88x, up from 1.73x at
issuance.  While none of the top 10 exposures are specially
serviced GMACCM's watchlist includes the second- and ninth-largest
exposures.  

Standard & Poor's reviewed recent property inspections provided by
GMACCM for the top 10 exposures, and the collateral was generally
characterized as "good," or "excellent."  Two of the properties
that secure the second-largest exposure and one of the properties
securing the seventh-largest exposure were deemed "fair."  
Unconventional property types such as cold storage, movie
theatres, and hospitals secure several of the top 10 exposures.
     
There are four assets with the special servicer, also GMACCM.  
None of these assets have a total exposure of greater than $3.2
million.  The Benchmark Shopping Center loan ($2.3 million
balance; total exposure of $2.8 million, or 0.2%) is secured by a
63,692-sq.-ft. shopping center located in Columbus, Ohio.  This
loan is 90-plus days delinquent.  The property is currently 24%
occupied and the vacant space is functionally obsolete.  Standard
& Poor's expects a very significant loss upon the ultimate
liquidation of this asset.
     
The Quality Inn-DeLand ($2.1 million balance; total exposure of
$3.2 million, or 0.2%) is a 112-room hotel located in
DeLand, Florida, and is REO.  The property is currently under
contract for sale and Standard & Poor's expects a significant loss
upon the ultimate liquidation of this asset.
     
The Westmoor Apartments loan ($1.9 million, 0.1%) is secured by a
56-unit multifamily property in Findlay, Ohio, and is currently
90-plus days delinquent.  The special servicer is pursuing
foreclosure.  The Sierra Trails Apartments ($1.6 million, 0.1%) is
a 116-unit multifamily property in Fort Worth, Texas and is
currently REO.  Standard & Poor's anticipates more moderate
losses upon the resolution of these two multifamily assets.
     
There are 83 loans with an outstanding balance of $351.5 million
(25%) on GMACCM's watchlist.  The third-largest exposure in the
trust, the EPT Portfolio, has a $94.6 million balance (7%) and is
secured by eight movie theaters totaling 834,720 sq. ft. located
in four states.  The loan is on the watchlist because one of the
properties is located in an area that was affected by Hurricane
Rita.  The property did not sustain any damage and this loan will
be removed from GMACCM's March 2006 watchlist.
     
The ninth-largest exposure, Home Mortgage Plaza, has an
outstanding balance of $16.0 million (1%) and is secured by a
211,089-sq.-ft. office building in San Juan, Puerto Rico.  The
borrower reported a Sept. 30, 2005, DSCR of 1.13x.  The occupancy
at this property dropped to 56% in September 2005 from 91% in
March 2005 because the largest tenant in the property vacated much
of its space.  This tenant continues to occupy 35,500 sq. ft. of
space, which it will vacate in March 2006.  Once this tenant
vacates, the property will be 36% occupied.  The loan appears on
the watchlist because of the low occupancy.  Most of the remaining
loans on the watchlist have low occupancies or low DSCRs.
     
Standard & Poor's stressed the specially serviced assets, loans on
the watchlist, and other assets with potential credit issues as
part of its analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.
   
Ratings raised:
   
GS Mortgage Securities Corp. II
Commercial mortgage pass-through certs series 1998-C1

                      Rating
                      ------
          Class   To         From   Credit enhancement
          -----   --         ----   ------------------
          C       AAA        A+           22.41%
          D       AA         BBB          14.67%
          E       A-         BBB-         12.31%
          F       BB+        BB-           6.25%
   
Ratings affirmed:
    
GS Mortgage Securities Corp. II
Commercial mortgage pass-through certs series 1998-C1

              Class    Rating   Credit enhancement
              -----    ------   ------------------
              A-2      AAA            37.23%
              A-3      AAA            37.23%
              B        AAA            29.82%
              X        AAA             N/A
   
                        N/A-Not applicable.


HANOVER DIRECT: Names Panel to Review Chelsey's Going Private Deal
------------------------------------------------------------------
The Board of Directors of Hanover Direct, Inc. (PINK SHEETS:
HNVD.PK) appointed a Special Committee composed of three
independent directors to review and evaluate the previously
announced proposal from Chelsey Direct, LLC, the Company's largest
shareholder, to take the Company private.  The Special Committee
had met and selected its independent counsel and is now in the
process of selecting an independent financial advisor.

The Company also announced that it was apprised of the filing of a
complaint by two of its shareholders on their behalf and others
similarly situated in Delaware Chancery Court arising out of the
Chelsey proposal.  Chelsey was also named as a defendant in the
suit as were the Company's individual directors.  

The suit alleges that the defendants breached their fiduciary duty
to the Company's shareholders and seeks class certification, an
injunction of the going private transaction, rescission and
rescissory damages if the transaction goes forward and unspecified
damages and costs.

The Company, which has not yet been served with the complaint, is
analyzing the case but, based on the information available to it,
believes it has no liability.

Hanover Direct, Inc. -- http://www.hanoverdirect.com/-- provides  
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers.  The Company's portfolio of
home fashion and apparel catalogs and Internet websites include
Domestications, The Company Store, Company Kids, Silhouettes,
International Male and Undergear.  The Company also manufactures
Scandia Down branded comforters that sell through specialty
retailers and provides product fulfillment, telemarketing,
information technology and e-commerce services to third party
direct marketing businesses.

At June 30, 2005, the Company's balance sheet showed a $32,895,000
equity deficit compared to a $37,652,000 equity deficit at Dec. 1,
2004.


HUNTER FAN: S&P Revises Outlook to Negative & Affirms B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Memphis, Tennessee-based Hunter Fan Co. to negative from stable.
At the same time, Standard & Poor's affirmed the 'B' corporate
credit and senior secured debt ratings on the company.  Total debt
outstanding at Jan. 31, 2006, was about $140.6 million.
     
"The outlook revision reflects Hunter Fan's inability to improve
the cushion on its financial covenants as previously anticipated
because of weaker-than-expected operating performance and credit
measures in fiscal 2005," said Standard & Poor's credit analyst
Alison Sullivan.
     
Standard & Poor's believes the company may experience continued
weak covenant cushion in fiscal 2006 as covenants step down.  The
ratings on ceiling fan designer and marketer Hunter Fan reflect
the company's:

   * leveraged capital structure,
   * narrow product focus,
   * small size, and
   * customer and supplier concentration.
     
Sales are highly concentrated, with the company's Hunter and
Casablanca branded ceiling fans representing the majority of
sales.  Other product segments include:

   * home comfort products such as air purifiers, humidifiers, and
     programmable thermostats under the Hunter brand; and

   * decorative lamps and fixtures under the Hunter and Kenroy
     brands.

Supported by its strong brand names, Hunter Fan has significant
market share within the $1 billion domestic ceiling fan market.
However, the company is a much smaller player in the highly
fragmented $1.6 billion home comfort products industry.
     
The company has long-standing relationships with home centers,
mass merchants, and independent retailers, although customer
concentration is a risk.  Hunter Fan's top three customers
contributed more than half of the company's fiscal 2005 net sales.
     
Supplier concentration is also a ratings consideration.  Hunter
Fan currently relies on a few Asian companies to manufacture and
assemble all of its products.  Loss of a key customer or supplier
could adversely affect Hunter Fan's cash flow.
     
Sales are somewhat seasonal; about half of the company's units are
sold during the summer months.  Hunter Fan's performance is not
strongly tied to new housing starts, owing to a substantial
replacement market.


IMMUNE RESPONSE: Gets $8 Mil. From Private Placement of Sr. Notes
-----------------------------------------------------------------
The Immune Response Corporation (OTCBB:IMNR) has completed a
private placement of $8.0 million of secured notes, which are
convertible into 400,000,000 shares of common stock at
$0.02 per share.

The secured convertible notes accrue interest at 8% per year and
mature on Jan. 1, 2008.  Investors also received warrants to
purchase an aggregate of 1,200,000,000 shares of common stock at
$0.02 per share which have the potential to generate an additional
$24 million in gross proceeds.  

The first tranche of these warrants (600,000,000) expires the
later of May 31, 2006, or 45 days following the registration of
the shares underlying the warrants.  The second tranche of these
warrants (600,000,000) become exercisable 70 days after the
expiration of the first tranche of the warrants and expire 45 days
after they become exercisable.  

None of these derivative securities will be able to be converted
into or exercised for common stock until the Company obtains
stockholder approval to significantly increase its authorized
number of shares of common stock.

"This offering puts us in a much stronger financial position,
giving us immediate capital to pursue our business and clinical
strategy," said Michael K. Green, Chief Operating Officer and
Chief Financial Officer.  "More importantly, the $24 million
potential additional proceeds from the two tranches of warrant
exercises during 2006 could provide us with long-term capital to
complete important phase II clinical trials over the next two
years."

Proceeds from the financing will be used to fund the Company's
ongoing and planned clinical activities and for general corporate
purposes. Spencer Trask Ventures, Inc., an affiliated entity of
two of the Company's directors, served as the exclusive placement
agent for the transaction.

The Immune Response Corporation (Nasdaq: IMNR) --
http://www.imnr.com/-- is a biopharmaceutical company dedicated
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis.  The company's HIV products are based on
its patented whole-killed virus technology, co-invented by company
founder Dr. Jonas Salk, to stimulate HIV immune responses.
REMUNE(R), currently in Phase II clinical trials, is being
developed as a first-line treatment for people with early-stage
HIV.  The company has initiated development of a new immune-based
therapy, IR103, which incorporates a second-generation
immunostimulatory oligonucleotide adjuvant and is currently in
Phase I/II clinical trials in Canada and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II
clinical trials and has shown potential therapeutic value for this
difficult-to-treat disease.

At Sept. 30, 2005, Immune Response's balance sheet showed a
$3.3 million stockholders' deficit, compared to $4.5 million of
positive equity at Dec. 31, 2004.

                          *     *     *

                       Going Concern Doubt

Levitz, Zacks & Ciceric, expressed substantial doubt about The
Immune Response Corporation's ability to continue as a going
concern after it audited the company's financial statements for
the fiscal year ended Dec. 31, 2004.  The auditors point to
operating and liquidity concerns which resulted from the company's
significant net losses and negative cash flows from operations.

The company has incurred net losses since inception and has an
accumulated deficit of $339,293,000 as of June 30, 2005.  The
company says it will not generate meaningful revenues in the
foreseeable future.


INEX PHARMA: B.C. Appellate Court Upholds Bankruptcy Dismissal
--------------------------------------------------------------
Inex Pharmaceuticals Corporation (TSX: IEX) reported that the
Appeal Court of British Columbia upheld the B.C. Supreme Court
decision to dismiss a bankruptcy petition brought forward by Stark
Trading and Shepherd Investments International Ltd.  

The original bankruptcy petition was filed on Sept. 27, 2005, and
dismissed on Oct. 27, 2005.  The appeal was heard Feb. 13, 2006.

Timothy M. Ruane, President and Chief Executive Officer of INEX,
said that INEX is continuing to advance its products to maximize
value for all stakeholders including the spin-out of its Targeted
Immunotherapy assets into Tekmira.  "We believe the bankruptcy
petition had no merit and we are pleased with the Appeal Court
decision.  Our internal focus remains working towards the
completion of the Tekmira spin-out and advancing our Targeted
Chemotherapy products through partnering."

Stark is the majority holder of certain promissory notes issued by
Inex International Holdings, a subsidiary of INEX. The promissory
notes are not due until April 2007 and can be repaid in cash or in
shares, at INEX's option, at maturity.

INEX Pharmaceuticals Corporation -- http://www.inexpharma.com/--   
is a Canadian biopharmaceutical company developing and
commercializing proprietary drugs and drug delivery systems to
improve the treatment of cancer.


INTEGRATED ELECTRICAL: Wants April 18 as Plan Confirmation Hearing
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 24, 2006, the
Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas scheduled a hearing for March 10, 2006,
at 9:00 a.m. to consider the adequacy of the information contained
in Integrated Electrical Services, Inc., and its debtor-
affiliates' Disclosure Statement.

The principal economic terms of the Plan of Reorganization filed
by Integrated Electrical Services, Inc., and its debtor-
affiliates, provide for the Company's balance sheet to be
restructured on the effective date of the Plan in this manner:

    (a) the allowed Class 5 claims (Senior Convertible Note
        Claims) will be refinanced from the proceeds of the term
        exit facility;

    (b) the allowed Class 6 claims (Senior Subordinated Note
        Claims) will be converted into 82% of the new IES common
        stock to be issued pursuant to the Plan, before giving
        effect to new options to be issued pursuant to a long term
        incentive plan;

    (c) all outstanding shares of prepetition IES common stock
        will be cancelled and the holders of allowed interests in
        Class 8 (IES Common Stock Interests) will receive a pro
        rata share of 15% of the new IES common stock to be issued
        pursuant to the Plan, before giving effect to new options
        to be issued pursuant to a long term incentive plan;

    (d) all prepetition, outstanding stock options, warrants,
        stock rights, and other rights to purchase or acquire
        prepetition IES common stock in Class 9 will be cancelled;
        and

    (e) all undisputed claims, including Class 1 (Priority
        Claims), Class 2 (Credit Agreement Claims), Class 3
        (Secured Claims), Class 4 (Unsecured Claims), Class 7
        (Subordinated Claims), and Class 10 (IES Subsidiary Debtor
        Interests) will either be reinstated or paid in full on
        the effective date of the Plan, to the extent that the
        Bankruptcy Court does not permit the Debtors to pay them
        in the ordinary course of business during the pendency of
        the Chapter 11 Cases.

Under the Plan, there are four classes of impaired claims or
equity interests, three of which are entitled to vote:

    (i) Class 5 (Senior Convertible Note Claims);
   (ii) Class 6 (Senior Subordinated Note Claims); and
  (iii) Class 8 (IES Common Stock Interests).

                          *     *     *

The Debtors ask Judge Houser to convene a hearing to consider
confirmation of their Chapter 11 plan on April 18, 2006, at
3:15 p.m. (Central Standard Time).

Written objections to the confirmation of the Plan are due
April 12, 2006.

A party's failure to timely file and serve any objections,
comments, or responses to the Plan will result in the waiver of
the objections, comments, or responses.

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


INTEGRATED ELECTRICAL: Wants Uniform Balloting Procedures Okayed
----------------------------------------------------------------
Integrated Electrical Services, Inc., and its debtor-affiliates
ask the Hon. Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas to approve a set of uniform
noticing, balloting, voting and tabulation procedures to be used
in connection with asking creditors to vote to accept their
Chapter 11 plan of reorganization.

The Debtors ask that March 10, 2006, the commencement date of the
Disclosure Statement Hearing, be set as the Voting Record Date --
a date that will separate creditors who can vote from creditors
who can't -- and April 12, 2006, 4:00 p.m. (Central Standard
Time) as the Voting Deadline.

The Debtors also seek approval of the form of the solicitation
materials to be distributed to holder of claims and interests
that are classified as impaired under the Plan -- Class 5 Senior
Convertible Notes, Class 6 Senior Subordinated Notes, and Class 8
IES Common Stock Interests.

The Debtors will send a notice of relevant dates and deadlines to
holders of Class 1 Priority Claims, Class 2 Credit Agreement
Claims, Class 3 Secured Claims, Class 4 Unsecured Claims, Class 7
Subordinated Claims, Class 9 IES Other Equity Interests and Class
10 IES Subsidiary Debtor Interests.

The holders of Claims in Classes 1, 2, 3, 4, 7, and 10 are
designated as unimpaired.  Holders of Equity Interests in Class 9
will not receive a distribution and are deemed to reject the Plan
and are not entitled to vote.

The Debtors will mail the notices and solicitation package by
March 15, 2006.

Michaela C. Crocker, Esq., at Vinson & Elkins L.L.P., in Dallas,
Texas, says that in accordance with customary practices, any
beneficial owner of a note or interest in Class 5, the Senior
Convertible Notes, Class 6, the Senior Subordinated Notes, or
Class 8, the IES Common Stock Interests, held in street name
through a bank, brokerage firm, or other nominee is entitled to
vote on the Plan by one of two methods:

     * The beneficial owner may complete and sign the applicable
       beneficial owner Ballot and return the Ballot to its
       Nominee for processing, who will then return the Ballot to
       the Solicitation Agent by the Voting Deadline; or

     * The beneficial owner may complete and sign a pre-validated
       Ballot provided by its Nominee and return the pre-
       validated Ballot directly to the Solicitation Agent by the
       Voting Deadline.  Ballots returned to a Nominee by
       beneficial owners will not be counted for purposes of
       acceptance or rejection of the Plan until the Nominee
       properly completes and delivers a Ballot or a master
       Ballot that reflects the vote of the beneficial owner to
       the Solicitation Agent.

The Depository Trust Company, as a Nominee holder of Voting
Securities, is expected to arrange for its participants to vote
by providing an authorization letter in favor of the
participants.  As a result, participants will be authorized to
vote their Record Date positions held in the name of DTC.

The Debtors ask the Court to approve Balloting Procedures
relating to the solicitation and tabulation of votes.  The
Debtors will not count:

   (1) any Ballot received after the Voting Deadline;

   (2) any Ballot that is illegible or contains insufficient
       information to permit the identification of the claimant;

   (3) any Ballot that indicates both acceptance and rejection of
       the Plan;

   (4) any Ballot cast by a person or entity that does not hold a
       claim or interest in a Class that is entitled to vote to
       accept or reject the Plan;

   (5) any unsigned Ballot;

   (6) any ballot transmitted to the Debtors' solicitation agent,
       Financial Balloting Group, LLC, via facsimile or other
       electronic means; and

   (7) any form of Ballot other than the official form sent or
       copy sent by the Debtors.

With respect to the tabulation of ballots cast by beneficial
holders of securities:

   (a) Each Nominee to which beneficial holders return their
       Ballots will tabulate on the master Ballot all Ballots
       cast by the beneficial holders who hold securities through
       the Nominee and return the master Ballot to the
       Solicitation Agent; provided, however, that each Nominee
       will be required to retain the Ballots cast by the
       respective beneficial holders for inspection for one year
       following submission of a master Ballot;

   (b) Votes cast by the beneficial holders through a Nominee by
       means of a master Ballot will be applied against the
       positions held by the Nominee as evidenced by the list of
       record holders compiled as of the Voting Record Date;
       provided, however, that votes submitted by a Nominee on a
       master Ballot with respect to a particular security will
       not be counted in excess of the position held by the
       Nominee as a record holder of the applicable security;

   (c) To the extent there are conflicting votes or over-votes
       submitted by a Nominee on a master Ballot, the Debtors
       will attempt to resolve the conflict of over-vote;
       provided, however, that to the extent over-votes on the
       master Ballot are not reconcilable prior to the Voting
       Deadline, votes to accept and to reject the Plan will be
       applied by the Debtors in the same proportion as the votes
       to accept or reject the Plan submitted on the master
       Ballot that contain the over-vote, but only to extent of
       the position held by the Nominee as a record holder of the
       applicable security;

   (d) Multiple master Ballots may be completed by a single
       Nominee and delivered to the Solicitation Agent and votes
       reflected by multiple master Ballots will be counted,
       except to the extent that they are duplicative of other
       master Ballots, or inconsistent, in which case the latest
       dated master Ballot received before the Voting Deadline
       will, to the extent of the inconsistency, supersede and
       revoke any prior master Ballot;

   (e) Ballots not bearing an original signature shall not be
       counted; and

   (f) Ballots signed by agents will be counted as long as the
       capacity of the agent is reflected on the Ballot.

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


INTEGRATED ELECTRICAL: Obtains $133 Million of Exit Financing
-------------------------------------------------------------
Integrated Electrical Services, Inc., has secured commitment for
a revolving exit credit facility of up to $80,000,000 from Bank
of America, N.A., and a $53,000,000 exit term loan facility from
institutional investors led by Eton Park Fund, L.P., and Flagg
Street Partners LP and their affiliates, the company disclosed in
a Form 8-K filing with the U.S. Securities and Exchange
Commission.

                        BofA Exit Facility

Pursuant to an Exit Credit Facility Commitment Letter dated
February 10, 2006, Reorganized IES and certain of its
subsidiaries will serve as borrowers.  The Borrowers' obligations
will be guaranteed by the remaining subsidiaries.

BofA will serve as sole and exclusive administrative agent.

The revolving credit facility will have a $72,000,000 sub-limit
for letters of credit.  Integrated Electrical will use the
proceeds of the Exit Credit Facility to refinance the DIP
Facility and provide letters of credit and financing subsequent
to confirmation of a plan of reorganization.

BofA has committed to lend up to $40,000,000 of the Exit Credit
Facility and will seek to syndicate the remaining amount.

Loans under the Exit Facility will bear interest at LIBOR plus
3.5% or the Base Rate plus 1.5% on the terms set forth in the
Exit Credit Commitment Letter.  In addition, Integrated
Electrical will be charged monthly in arrears:

   (1) an unused line fee of either 0.5% or 0.375% depending on
       the utilization of the credit line;

   (2) a letter of credit fee equal to the applicable per annum
       LIBOR margin times the amount of all outstanding letters
       of credit; and

   (3) certain other fees and charges as specified in the Exit
       Credit Commitment Letter.

The Exit Credit Facility will mature two years after the closing
date.  The Exit Credit Facility will be secured by first priority
liens on substantially all of the Company's existing and future
acquired assets, exclusive of collateral provided to sureties, on
the terms set forth in the Exit Credit Commitment Letter.  The
Exit Credit Facility contemplates customary affirmative, negative
and financial covenants binding on the Company.

The Exit Credit Commitment Letter provides that the Exit Credit
Lenders are obligated to provide the Exit Credit Facility only
upon satisfaction of certain conditions, including:

     * completion of definitive documentation and other ancillary
       documents as may be requested by BofA;

     * the absence of a material adverse change in the Company's
       business, assets, liabilities, financial condition,
       business prospects or results of operation, other than the
       Chapter 11 cases, since the date of the Exit Credit
       Commitment Letter;

     * BofA's receipt of satisfactory financial projections and
       financial statements;

     * BofA's satisfaction with the relative rights of BofA and
       Integrated Electrical Services, Inc., and its debtor-
       affiliates' sureties, including the Company having
       agreements with its sureties for the issuance of up to
       $75,000,000 in bonds; and

     * BofA's satisfaction with the Company's plan of
       reorganization, including the treatment of certain
       creditors and the order confirming the plan.

                         Payments to BofA

Reorganized IES will pay a variety of fees to BofA:

   (a) $1,000,000 closing fee, for the underwriting, structuring
       and syndication of the closing;

   (b) $125,000 annual administrative fee, until the Senior
       Credit Facility terminates;

   (c) A 37.5 basis points per annum -- calculated on the basis
       of actual number of days elapsed in a year of 360 days --
       unused line fee calculated on the unused portion of the
       Revolving Credit Facility would be payable monthly in
       Arrears; and

   (d) A letter of credit fee equal to the applicable per annum
       LIBOR margin, and customary fees and charges in connection
       with issuing the Letters of Credit.

Reorganized IES will also pay (a) all reasonable out-of-pocket
costs and expenses of BofA associated with the Senior Credit
Facility, plus (b) $850 per day per field examiner charge, in
addition to all out-of-pocket expenses for field examinations.  
The Borrower will remain obligated for all the amounts whether or
not the Senior Credit Facility is consummated.

A full-text copy of BofA's Commitment Letter is available at no
charge at http://ResearchArchives.com/t/s?636

                   Eton Park Term Exit Facility

Integrated Electric Services also accepted a commitment letter
for a $53,000,000 senior secured term loan from Eton Park Fund,
L.P., and Eton Park Master Fund, Ltd., by their investment
manager Eton Park Capital Management, L.P., and Flagg Street
Partners LP and its affiliates, by their general partner Flagg
Street Capital LLC.

The purpose of the Term Exit Facility is to refinance Integrated
Electrical's 6.5% senior convertible notes due 2014.

An administrative agent has yet to be identified by the Lenders.

The term loan will bear interest at 10.75% per annum, subject to
adjustment.  Interest will be payable in cash, in arrears,
quarterly, provided that, in the Company's sole discretion, until
the third anniversary of the closing date, the Company will have
the option to direct that interest be paid by capitalizing the
interest as additional loans under the Term Exit Facility.

Absent the Term Exit Lenders' right to demand repayment in full
on or after the fourth anniversary of the closing date, the Term
Exit Facility will mature on the seventh anniversary of the
closing date.

The Term Exit Facility contemplates customary affirmative,
negative and financial covenants binding on the Company,
including, without limitation, a limitation on indebtedness of
$80,000,000 under the Exit Credit Facility with a sublimit on
funded outstanding indebtedness of $25,000,000.  

Additionally, the Term Loan Exit Facility includes provisions for
optional and mandatory prepayments on the conditions set forth in
a Term Exit Commitment Letter dated February 10, 2006.  The Term
Exit Facility will be secured by substantially the same
collateral as the Exit Credit Facility, and will be second in
priority to the liens securing the Exit Credit Facility.

The Term Exit Commitment Letter provides that the Term Exit
Lenders are obligated to provide the Term Exit Facility only upon
the satisfaction of certain conditions:

    -- completion of definitive documentation and other ancillary
       documents as may be requested by the Term Exit Lenders;

    -- the Term Exit Lenders' satisfaction with the final
       confirmation order confirming the Debtors' plan of
       reorganization and the occurrence of the effective date of
       the plan;

    -- the Debtors' repayment of the DIP Credit Facility or its
       conversion into the Exit Credit Facility;

    -- delivery of interim financial statements as well as any
       financial documentation delivered to BofA; and

    -- the Term Exit Lenders' satisfaction with the terms and
       conditions of the Exit Credit Facility.

IES will pay a $2,000,000 Commitment Fee to the Term Exit Lenders
on the date of execution of the Commitment Letter.  The
Commitment Fee will be paid if at consummation of the plan:

   (a) the Convertible Notes will have been reinstated;

   (b) the holders of the Convertible Notes will have received
       new debt or equity securities, or a hybrid, in exchange
       for the Convertible Notes;

   (c) the Convertible Notes will have been refinanced with a
       third party; or

   (d) the holders of the Convertible Notes will have been paid
       in full from the proceeds from a single or a series of
       related transactions consummated during the cases or
       pursuant to the plan.

The Term Exit Lenders are represented in the Debtors' cases by
Simpson Thacher & Bartlett LLP.

A full-text copy of the Term Loan Facility Commitment Letter is
available at no charge at http://ResearchArchives.com/t/s?637

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


INTEGRATED HEALTH: Wants Removal Period Stretched to July 5
-----------------------------------------------------------
IHS Liquidating LLC asks the U.S. Bankruptcy Court for the
District of Delaware to further extend the period within which it
may file notices of removal with respect to civil actions pending
on the Petition Date, through and including July 5, 2006.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, IHS Liquidating is still in
the process of investigating disputed claims against the IHS
Debtors, some of which are the subject of actions currently
pending in the courts of various states and federal districts, to
determine which of the Prepetition Actions will be litigated and
whether they should be removed pursuant to Rule 9027(a) of the
Federal Rules of Bankruptcy Procedure.

Mr. Brady notes that IHS Liquidating has already resolved many of
the Prepetition Actions through the claims reconciliation process.  
However, IHS Liquidating anticipates that removal may be
appropriate with respect to certain of the unresolved Prepetition
Actions.  Mr. Brady says it is prudent to preserve the estates'
right to seek removal until IHS Liquidating has completed its
analysis of the Prepetition Actions.

The extension sought will give IHS Liquidating an opportunity to
make more fully informed decisions concerning the removal of each
Prepetition Action and will assure that IHS Liquidating does not
forfeit the valuable rights afforded to it under Section 1452 of
the Judiciary Code, Mr. Brady tells Judge Walrath.

The Court will hold a hearing to consider IHS Liquidating's
request on April 26, 2006, at 10:30 a.m.  By application of
Del.Bankr.L.R. 9006-2, IHS Liquidating's Removal Period is
automatically extended until the Court rules on the request.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on Feb. 2, 2000
(Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation and
its direct and indirect debtor-subsidiaries broke away from IHS
and emerged under their own plan of reorganization on March 26,
2002.  Abe Briarwood Corp. bought substantially all of IHS' assets
in 2003.  The Court confirmed IHS' Chapter 11 Plan on May 12,
2003, and that plan took effect September 9, 2003.  Michael J.
Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq.,
at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS
Debtors.  On September 30, 1999, the Debtors listed $3,595,614,000
in consolidated assets and $4,123,876,000 in consolidated debts.  
(Integrated Health Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


JEAN COUTU: Wants Some Convenants Under Sr. Sec. Facility Waived
----------------------------------------------------------------
The Jean Coutu Group (PJC) Inc. (TSX: PJC.SV.A) is seeking an
amendment to its senior secured credit facility maturing in 2011
through its Administrative Agents, Deutsche Bank Trust Company
Americas and National Bank of Canada.

The Company expects to meet its existing financial covenants for
the third quarter ended February 25, 2006, and is seeking the
amendment in order to provide for additional flexibility to
execute its business plan until the end of fiscal 2007.

The credit facility requires compliance with certain financial
covenants, which include a maximum leverage ratio and a minimum
fixed charge coverage ratio.  The amendment will provide for
additional flexibility of these financial covenants through the
end of fiscal 2007.  

The closing of the amendment is subject to acceptance by lenders
representing a majority of the credit facility and satisfaction of
customary closing conditions, including documentation.  The
Company expects to complete the amendment no later than mid-March.

The Company expects to release the results for the third quarter
ended Feb. 25, 2006, on April 11, 2006.  

The Jean Coutu Group's United States operations employ over 46,000
persons and comprise 1,904 corporate owned stores located in 18
states of the Northeastern, mid-Atlantic and Southeastern United
States.  The Jean Coutu Group's Canadian operations and drugstores
affiliated to its network employ over 14,000 people and comprise
321 PJC Jean Coutu franchised stores in Quebec, New Brunswick and
Ontario.

                          *     *     *

As reported in today's Troubled Company Reporter edition, Standard
& Poor's Ratings Services revised its outlook on Jean Coutu Group
(PJC) Inc. to negative from stable.  At the same time, the ratings
on PJC, including the 'B+' long-term corporate credit rating, were
affirmed.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
Moody's Investors Service downgraded all long-term ratings of Jean
Coutu Group (PJC) Inc. including the corporate family rating to B2
from B1 and its speculative grade liquidity rating to SGL-3 from
SGL-2.  

Ratings lowered are:

   * $1.7 billion guaranteed secured bank loan to B2 from B1;

   * $350 million 7.625% senior notes (2012) to B3 from B2;

   * $850 million 8.50% senior subordinated notes (2014) to Caa1
     from B3;

   * Corporate family rating (previously called the senior implied
     rating) to B2 from B1; and

   * Speculative grade liquidity rating to SGL-3 from SGL-2.


JEAN COUTU: S&P Revises Outlook to Negative & Affirms B+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Jean
Coutu Group (PJC) Inc. to negative from stable.  At the same time,
the ratings on PJC, including the 'B+' long-term corporate credit
rating, were affirmed.
     
The outlook revision reflects sales trends at the company's U.S.
Eckerd stores that have been below Standard & Poor's expectations
and that continue to negatively affect PJC's front-end and
pharmacy sales' performance.  Therefore, an improvement in the
company's credit protection measures will take longer than
originally expected.
     
"On the pharmacy side, two factors have precluded stronger
improvement in PJC's prescription same-store sales growth: generic
substitution and the rollout of the Medicare Part D prescription
drug plan for seniors, which took effect on Jan. 1, 2006," said
Standard & Poor's credit analyst Don Povilaitis.

Several blockbuster drugs are expected to come off patent in PJC's
fourth quarter (ending May 2006), which will further increase
substitution rates, and the Medicare rollout, which was affected
by government systems issues, resulted in PJC experiencing higher
costs with the conversion to the new system, thereby negatively
affecting its prescription sales and margins.  

PJC's U.S. operations also continue to be challenged in terms of
front-end sales performance, where the company's performance lags
that of its main competitors Walgreen's and CVS.  Over-the-counter
medication sales have been negatively affected by a light flu
season, continued difficulties in digital photography, elevated
inventories, and distribution issues, which have resulted in
higher levels of discounting.
     
Although the combined Brooks-Eckerd unadjusted EBITDA margin
improved to 3.6% in the second quarter (to Nov. 26, 2005),
compared with 3.4% the previous year, margins remain well below
Brooks' previous stand-alone margin of 6.0%, which is the
company's ultimate target.  Standard & Poor's believes that
material margin improvement at Brooks-Eckerd will take at least
one to two years.
     
The ratings on PJC reflect:

   * credit metrics that remain weak for the rating level;

   * integration issues associated with the company's Eckerd
     stores; and

   * the more difficult-than-expected challenges to enhance
     revenues (hence, profitability), particularly in the front
     end.

These factors are partially offset by the company's business
position as the fourth-largest drugstore chain operator in North
America.
     
The acquisition of more than 1,500 Eckerd stores from J.C. Penney
Co. Inc. in July 2004 continues to pose operating challenges and
weigh heavily on PJC's capital structure.  PJC's total long-term
debt has declined slightly this year and is expected to decline
further throughout the current fiscal year.  

The company acquired very sizable operating lease commitments with
the Eckerd stores. Total lease-adjusted debt to EBITDA is
improving but is still high on a fully adjusted basis, a
reflection of weaker-than-expected EBITDA generation for the past
12 months to Nov. 26, 2005, and heavy operating lease commitments.
     
There are limited prospects for the ratings on PJC to be raised
until the company strengthens its financial profile.  The outlook
could be revised to stable if the company strengthens
profitability measures and credit ratios in the medium term, while
successfully integrating the Eckerd chain.
     
The negative outlook reflects Standard & Poor's concern over PJC's
ability to materially improve its operating performance and credit
metrics in the medium term.  If the company fails to generate
sustained EBITDA growth and improve its credit metrics in the
medium term, the ratings could be lowered.


J.L. FRENCH: Court Approves Trading Restrictions to Preserve NOLs
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved J.L. French Automotive Castings,
Inc., and its debtor-affiliates' notification procedures:

   -- applicable to Substantial Holders and 50% holders of their
      equity securities;

   -- for trading in their equity securities; and

   -- for claiming worthlessness deductions of their equity
      securities.

Judge Walrath also approved on Mar. 3, 2006, restriction on some
transfers of the Debtors' equity securities.

The Debtors want to preserve their net operating losses under
Sections 105, 362 and 541 of the U.S. Bankruptcy Code.

Any sale or transfer, or any declaration of worthlessness, of the
Debtors' equity securities in violation of the procedures will be
null and void ab initio as an act violating the automatic stay
provisions of Section 362 of the Bankruptcy Code.

Under the procedures, a Substantial Shareholder is a person or
entity, which owns at least 3,600,000 shares -- representing 4.5%
of all issued and outstanding shares -- of the Debtors' common
stock.  As of Dec. 2, 2005, 40,414,625 shares representing 50% of
all 80,829,250 shares of common stock are issued and outstanding.

Under the procedures, a 50% Shareholder is a person or entity that
beneficially owned, since Aug. 22, 2001, 50% or more of the
Debtors' equity securities.

Procedures for holding and trading the Debtors' equity securities:

   (a) any person or entity who is, or will become, a Substantial
       Shareholder, will file with the Bankruptcy Court a notice
       of that status and serve a copy to the Debtors and their
       counsel on or the later of:

       (1) 40 days after the effective date of the notice of entry
           of this Order; or

       (2) 10 days after becoming a Substantial Holder;

   (b) a Substantial Holder will file with the Court and serve the
       Debtors and their counsel an advance written notice of
       intent to purchase, acquire, or accumulate the Debtors'
       equity securities; and

   (c) a Substantial Holder will file with the Court and serve the
       Debtors and their counsel an advance written notice of
       intent to sell, trade, or transfer the Debtors' equity
       securities.

The Debtors have 30 days after receipt of a notice to file
objections to the intended transfer on the grounds that the
intended transfer may adversely affect the Debtors' ability to
exploit their NOLs.

If the Debtors file an objection, that transaction will not be
effective unless approved by a final and nonappealable order from
the Bankruptcy Court.

Procedures for claiming a Worthless Stock Deduction on the
Debtors' equity securities:

   (a) any person or entity who is, or will become, a 50%
       Shareholder, will file with the Bankruptcy Court a notice
       of that status and serve a copy to the Debtors and their
       counsel on or the later of:

       (1) 40 days after the effective date of the notice of entry
           of this Order; or

       (2) 10 days after becoming a Substantial Holder; and

   (b) a 50% Shareholder will file with the Court and serve the
       Debtors and their counsel an advance written notice of
       intent to Claim a Worthless Stock Deduction before filing
       any federal or state tax return or any amendment to those
       returns claiming any deduction for worthlessness of the
       Debtors' equity securities for a tax year ending before the
       Debtors emergence from chapter 11 protection.

The Debtors have 30 days after receipt of a notice to file
objections to the intended claim for deduction on the grounds that
the intended claim may adversely affect the Debtors' ability to
exploit their NOLs.

If the Debtors file an objection, the filing of the return with
stock deduction claim will not be effective unless approved by a
final and nonappealable order from the Bankruptcy Court.

A notice form will be provided by:

      Kirkland & Ellis LLP
      200 East Randolph Drive
      Chicago, IL 60601
      Attn: Marc Kieselstein, Esq.

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.


KAISER ALUMINUM: Insurers Appeal Confirmation Order
---------------------------------------------------
Twenty-four insurers took an appeal from Judge Fitzgerald's order
and findings of fact and conclusions of law confirming the Second
Amended Plan of Reorganization filed by Kaiser Aluminum
Corporation and its debtor-affiliates, to the U.S. District Court
for the District of Delaware.

The Insurers want the District Court to review the Bankruptcy
Court's decision.

The Insurers are:

     (1) ACE Property & Casualty Company
     (2) AIU Insurance Company
     (3) Central National Insurance Company of Omaha
     (4) Century Indemnity Company
     (5) Columbia Casualty Company
     (6) Continental Insurance Company
     (7) First State Insurance Company
     (8) Granite State Insurance Company
     (9) Harbor Insurance Company
    (10) Hartford Accident and Indemnity Company
    (11) Industrial Indemnity Company
    (12) Industrial Underwriters Insurance Company
    (13) Insurance Company of the State of Pennsylvania
    (14) Landmark Insurance Company
    (15) Lexington Insurance Company
    (16) National Union Fire Insurance Company of Pittsburgh, Pa.
    (17) New England Reinsurance Corporation
    (18) New Hampshire Insurance Company
    (19) Nutmeg Insurance Company
    (20) Pacific Employers Insurance Company
    (21) Republic Indemnity Company
    (22) TIG Insurance Company
    (23) Transcontinental Insurance Company
    (24) Transport Insurance Company

Pursuant to Rule 9033 of the Federal Rules of Bankruptcy
Procedure, the Insurers also filed separate requests asking the
District Court to conduct a de novo review of Judge Fitzgerald's
findings of fact and conclusions of law, to the extent that these
are proposed findings of fact and conclusions of law to the
District Court.

                     Plan Proponents Respond

"Through their notices of appeal of the Confirmation Order and
their requests for de novo review of the Confirmation Findings,
the Insurers have attempted to initiate separate processes for
District Court review of the same issues," Kimberly D. Newmarch,
Esq., at Richards, Layton & Finger, in Wilmington, Delaware,
notes.

According to Ms. Newmarch, the Insurers seek separate review of
the intertwined rulings of the Bankruptcy Court even though their
objections to the Confirmation Order and the Confirmation Findings
are necessarily identical.

"There is simply no reason to adopt this bifurcated approach when
the issues are not only identical, but also purely legal and can
be adjudicated by appeal or a Bankruptcy Rule 9033-type review,"
Ms. Newmarch says.

The Plan Proponents are willing to proceed with either process,
but not both, Ms. Newmarch asserts.

The Plan Proponents consist of:

    -- the Reorganizing Debtors,

    -- the Official Committee of Unsecured Creditors,

    -- the Official Committee of Asbestos Claimants,

    -- the Official Committee of Retired Employees,

    -- Martin J. Murphy, as Legal Representative for Future
       Asbestos Claimants, and

    -- Anne M. Ferrazi, as Legal Representative for Future Silica
       and Coal Tar Pitch Volatiles Claimants.

Ms. Newmarch argues that the Confirmation Order and the
Confirmation Findings should either be treated collectively as a
proposal or recommendation to the District Court, similar to the
approach under Bankruptcy Rule 9033, or they should be treated
collectively as a final order subject to appeal.

Either way, Ms. Newmarch maintains, no further briefing is
required since:

     (i) the parties had ample opportunity to brief the issues
         before the Bankruptcy Court; and

    (ii) there are no factual or evidentiary disputes that would
         require any further briefing.

Ms. Newmarch notes that the Reorganizing Debtors have been in
Chapter 11 proceedings for almost four years.  A prolonged review
of the Confirmation Findings and the Confirmation Order will not
only delay creditor, retiree and tort claimant recoveries and
emergence but will also create unnecessary business risks and
entail an adverse effect on the Reorganizing Debtors' business
prospects.

The Plan Proponents, therefore, ask the District Court to:

    (a) review the Confirmation Findings and the Confirmation
        Order on an expedited basis and without any further
        briefing; and

    (b) either enter a decision based on the existing briefs
        on or before March 24, 2006, or schedule a hearing within
        the same time frame to consider oral argument on the
        merits of the Insurers' confirmation objections.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Gets Okay to Pay PI Trustees' Fees & Expenses
--------------------------------------------------------------
The Honorable Judith Fitzgerald authorizes Kaiser Aluminum
Corporation and its debtor-affiliates to pay the proposed PI
Trustees and their professionals the fees and expenses incurred in
connection with preparatory work for the PI Trusts.

The proposed trustees to the Trusts are:

    * Mark M. Gleanon, Ken M. Kawaichi, and Robert A. Marcis
      for the Asbestos PI Trust;

    * Anne M. Ferazzi for the Silica & CTPV PI Trusts; and

    * Jack T. Marionneaux for the NIHL PI Trust.

Among other things, Judge Fitzgerald directs the Debtors to
reimburse each of the Proposed PI Trustees and their professionals
the reasonable fees and expenses incurred prior to the Effective
Date in connection with:

    (a) setting up the PI Trusts, including conceptualizing and
        instituting administrative procedures to process claims
        and make payments and developing an investment strategy to
        maximize the overall value of the applicable PI Trust; and

    (b) ensuring that the rights, obligations and authority
        granted under the documents pertaining to the PI Trusts
        are sufficient to permit the Proposed PI Trustees to
        adequately fulfill their duties.

The Proposed PI Trustees will not have the right to re-negotiate
the terms of the documents pertaining to the Funding Vehicle Trust
or the PI Trusts, and will not have standing to appear or be heard
in connection with the Debtors' Chapter 11 cases.

For the Proposed NIHL PI Trustee, the Court authorizes the Debtors
to pay an amount not to exceed $400 per hour for meetings and
other NIHL PI Trust business performed.

A full-text copy of the Order permitting advance funding to the
PI Trustees is available for free at
http://ResearchArchives.com/t/s?638

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Settles Dispute Over Gregg Treadway's $1,525,000 Claim
------------------------------------------------------------------
On July 31, 2002, Gregg Treadway filed an unsecured non-priority
claim for $1,525,000 -- representing three years' severance pay at
$500,000 a year, plus $25,000 for three years' health insurance.  
Mr. Treadway was Kmart Corporation's executive vice president for
store operations.  His employment terminated on May 6, 2002, due
to a "reduction in workforce."

Kmart objected to Mr. Treadway's Claim.

Mr. Treadway and Kmart are parties to a Special Retention
Agreement under which Kmart, among other things:

   (i) lent Mr. Treadway $750,000, which loan Kmart would forgive
       if it terminated Mr. Treadway without cause; and

  (ii) agreed to pay Mr. Treadway severance pay for one year in
       the event he was terminated without cause.

Mr. Treadway was supposed to relocate from Tennessee to Michigan.
In fact, shortly after the Petition Date, Kmart gave Mr. Treadway
a lump sum payment of $202,800 to cover relocation expenses.
However, Mr. Treadway did not relocate to Michigan prior to his
termination from Kmart.  He incurred total relocation-related
expenses totaling $19,117, including a $10,000 deposit on a home
that was forfeited and $9,117 in meals and lodging expense.

Shortly after his promotion to executive vice president, Mr.
Treadway received a letter on February 21, 2002, that he is
entitled to three years' severance pay if he were to be terminated
without cause.

Kmart argues that the SRA was not assumed, thus Mr. Treadway's
claims are prepetition claims.  Because the U.S. Bankruptcy Court
for the Northern District of Illinois did not approve the
modification or assumption of the SRA, the February 21 Letter,
which purportedly modified the SRA is not enforceable against
Kmart unless:

   (i) it can stand on its own as a separate, postpetition
       contract; and

  (ii) approval of the modification, as a stand alone contract,
       was not required under Section 363(b) of the Bankruptcy
       Code.

Kmart asserts that the February 21 Letter is not a stand-alone
contract and thus does not give rise to a postpetition
administrative claim.  Besides, Kmart notes that a three-year
severance agreement was outside of the ordinary course of its
business.

According to Kmart, to the extent Mr. Treadway has a claim against
Kmart, the claim must be reduced by the relocation allowance that
he received for a move he did not make.

Moreover, Mr. Treadway has not supported his claim for health
insurance, Kmart adds.  Even if Mr. Treadway had established a
basis to calculate his claim for health insurance benefits, the
claim would be limited to one year.

                       Mr. Treadway Responds

Mr. Treadway argues that the SRA was designed to replace and
substitute, as applicable, the provisions of a letter agreement,
which dealt with his severance benefits.

Contrary to Kmart's statement, Mr. Treadway tells the Court that
three-year severance agreements for executive vice presidents were
Kmart's standard policy.

Kmart's arguments that the February 21, 2002 Letter Agreement is
insufficient to constitute a "stand alone" contract are
unavailing, Mr. Treadway argues.  Under Michigan law, Mr. Treadway
says, the Court must read the prepetition SRA with the February 21
Letter together.

According to Mr. Treadway, there was no discussion nor agreement
on what was would happen in the event he did not relocate to
Troy, Michigan.  After he was paid the lump sum amount for
relocation, Mr. Treadway says he realized there were certain
elements of his relocation allowance that he had forgotten to
include in the calculations for the lump sum.  Nevertheless, Mr.
Treadway says he agreed to assume all the risks of those costs.  
By terminating him, Mr. Treadway notes, Kmart itself prevented him
from relocating.

Mr. Treadway earned $418,357 during the three-year period
following his termination.

Because the SRA required the severance due Mr. Treadway to be
reduced by his non-Kmart income earned during the severance
period, Mr. Treadway asserts he is entitled to a priority
administrative expense claim for $1,106,643.

                         Kmart Talks Back

While Mr. Treadway's general statement of Michigan law is correct,
Kmart says, Mr. Treadway omits any consideration of Sections 365
and 503 of the Bankruptcy Code, which treat claims under
prepetition and postpetition agreements differently
notwithstanding state law.  "State law cannot transform a
prepetition agreement into an administrative claim," Kmart
asserts.

           Mr. Treadway Insists Feb. 21 Letter Is Valid

Mr. Treadway contends that under Michigan law, the February 21,
2002, Letter Agreement was a valid, stand-alone contract.  "The
fact that Kmart subsequently rejected the Special Retention
Agreement is of no moment.  It does not cause the terms
incorporated into the February 21 Letter Agreement to simply
vanish as if they never existed.  The Letter Agreement calling for
three years severance was effective on February 21, 2002, and
remained effective regardless of the status of the pre-petition
Special Retention Agreement."

According to Mr. Treadway, his claim should not be reduced in any
amount on account of a suggested failure to mitigate.  By
terminating him, Mr. Treadway says, Kmart put him in a very dire
predicament and should not be rewarded for doing so.

                          *     *     *

The parties resolved their dispute pursuant to a settlement.  The
settlement terms were not detailed.

Accordingly, Judge Sonderby dismisses the contested matter,
subject to the parties' rights under their Settlement.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 107; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Balks at David Rots' $2,701,000 Administrative Claim
----------------------------------------------------------------
David P. Rots worked postpetition as chief administrative officer
for Kmart Corporation from January through March 2002.  Mr. Rots
has received his wages, but not his severance pay.  Mr. Rots
asserts that he has a legally enforceable administrative claim
against Kmart for $2,701,000 severance pay to which he is entitled
under his Amended and Restated Employment Agreement.

Kmart objects to Mr. Rots' Claim and seeks summary judgment in its
favor.  Kmart wants to ascertain if Mr. Rots is entitled to
administrative claim priority for the $2,700,000 he is seeking in
severance pay under his prepetition employment contract with
Kmart.  

Kmart contends that the Agreement was rejected and the severance
claims are not entitled to administrative priority under
prevailing case law.  Kmart asks Judge Sonderby to hold that Mr.
Rots' Claim is a general unsecured claim.

Mr. Rots argues that Kmart is trying to take a second bite of the
apple in its efforts to annul its contractual obligations and
thereby deprive him of his just and earned rewards for his
instrumental role in keeping Kmart in business during a time when
Kmart's very existence as a going concern was hanging in the
balance.

Mr. Rots maintains that his entitlement to assert an
administrative claim has been established conclusively by a Court
order.  He points out that the U.S. Bankruptcy Court for the
Northern District of Illinois' February 10, 2005, Order expressly
states that "Claim 56664 shall be treated as a timely filed
amendment to claim 3380".

Mr. Rots also contends that he has presented a fully compensable
administrative claim under Seventh Circuit precedent and generally
recognized legal principles relating to executive severance pay.

Headquartered in Troy, Michigan, Kmart Corporation nka KMART
Holding Corporation -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 107; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LARGE SCALE: U.S. Trustee Picks 7-Member Creditors' Committee
-------------------------------------------------------------
Sara L. Kistler, the U.S. Trustee for Region 17, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in Large Scale Biology Corporation and its debtor-
affiliates' chapter 11 cases:

        1. SRI International
           Representative: Madeline Russo
           P.0. Box 2767
           Melo Park, California 94025-2767
           Tel: (650) 859-4756
           Fax: (650) 959-3008

        2. Stephen J. Garger
           160 Palisades Court
           Vacaville, California 95688
           Tel: (707) 449-0941

        3. Gregory Pogue
           419 Trillick
           Vacaville, California 95688
           Tel: (707) 448-5973
           Fax: (707) 446-8654

        4. Wayne Fitzmaurice
           1218 Las Encinas Court
           Vacaville, California 95687
           Tel: (707) 953-2152

        5. Kathleen Hanley
           1230 Red Oak Court
           Vacaville, California 95687
           Tel: (707) 446-5507

        6. Kenneth E. Palmer
           707 West Monte Vista Ave.
           Vacaville, California 95688
           Tel: (707) 628-3334

        7. John E. Tarcza
           5200 Crest Court
           Jefferson, Maryland 21755
           Tel: (301) 371-7740
           Fax: (301) 371-7745

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Vacaville, California, Large Scale Biology
Corporation -- http://www.lsbc.com/-- develops, manufactures and   
sells plant-made pharmaceutical proteins and vaccines.  LSBC and
its debtor-affiliates filed for chapter 11 protection on Jan. 9,
2006. (Bankr. E.D. Calif. Case No. 06-20046).  Paul J. Pascuzzi,
Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi, represent
the Debtors in their restructuring efforts.  As of Nov. 30, 2005,
the LSBC had $9,760,000 in total assets and $7,836,000 in total
debts.


LEAP WIRELESS: Will Restate Financials After Bankruptcy Emergence
-----------------------------------------------------------------
Leap Wireless International, Inc. (NASDAQ: LEAP) reported that it
will restate its audited and unaudited financial results reported
subsequent to its August 2004 emergence from Chapter 11 bankruptcy
to correct for errors in previously reported income tax expense,
goodwill, and other long-term liabilities.

Management identified these errors during the preparation of the
Company's annual income tax provision for the year ended Dec. 31,
2005.  The restatements are not expected to affect previously
reported revenues, operating income, or cash flows from
operations, or to impact cash taxes paid or owed.

The correction of these errors is expected to result in material,
non-cash decreases to income tax expense and improvements in net
income (loss) for the nine months ended Sept 30, 2005, and for the
five months ended Dec. 31, 2004.  

The effect of these errors on the results of the individual
quarters contained in these periods may vary.  In addition, these
restatements will result in increases to goodwill and other long-
term liabilities for all affected periods.

Accordingly, because of these errors, the Company's previously
issued financial statements for these periods should not be relied
upon.  The adjustments result from the correction of accounting
errors and are not attributable to any misconduct by Company
employees.

The restatements result from:

   (a) errors in the calculation of the tax bases of certain
       wireless licenses and deferred taxes associated with tax
       deductible goodwill,

   (b) errors in the accounting for the release of the valuation
       allowance on deferred tax assets recorded in fresh-start
       reporting, and

   (c) the determination that the netting of deferred tax assets
       associated with wireless licenses against deferred tax
       liabilities associated with wireless licenses was not
       appropriate, as well as the resulting error in the
       calculation of the valuation allowance on the license-
       related deferred tax assets.

These errors arose in connection with the Company's implementation
of fresh-start reporting on July 31, 2004, pursuant to Statement
of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code."

The Company's management and Audit Committee have discussed the
matters with the Company's independent registered public
accounting firm.

While the Company has not yet completed its assessment, the
adjustments to be made to the Company's financial statements for
the five months ended Dec. 31, 2004, and for the nine months ended
Sept. 30, 2005, are expected to fall within the ranges summarized
below.  The company said there is no assurance that the final
results will not differ materially from these preliminary
findings:

                           As of and for the      As of and for the
                           five months ended      nine months ended
                           December 31, 2004      September 30, 2005
                             (In thousands)         (In thousands)
                          --------------------   --------------------
  Increase in goodwill    $120,000 to $135,000   $100,000 to $115,000
  Increase in other
   long-term liabilities  $120,000 to $135,000    $85,000 to $100,000
  Decrease in income
   tax expense                $500 to   $1,500    $16,000 to  $19,000
  Improvement in net
   income (loss)              $500 to   $1,500    $16,000 to  $19,000

Leap expects to release fourth quarter and full year 2005
operating results during the week of March 13, 2005.  Details
regarding the specific date and time of the Company's earnings
release and conference call will be issued in a separate press
release.

                             Default

The restatements may result in defaults under the $710 million
senior secured credit agreement among Cricket Communications,
Inc., Leap Wireless International, Inc., Bank of America, N.A. and
certain lenders.  

The Company expects to continue to make scheduled payments of
principal and interest under such credit agreement.  Leap also
intends to obtain waivers of the potential defaults resulting from
the restatements from the required lenders under the credit
agreement.

Unless waived by the required lenders, an event of default would
permit the administrative agent to exercise its remedies under the
credit agreement, including declaring all outstanding debt under
the agreement to be immediately due and payable.

Leap believes that the required lenders will agree to waive any
defaults that may occur as a result of the restatements but those
actions cannot be assured.

Leap Wireless International, Inc. -- http://www.leapwireless.com/
-- headquartered in San Diego, Calif., is a customer-focused
company providing innovative mobile wireless services targeted to
meet the needs of customers under-served by traditional
communications companies.  With the value of unlimited wireless
services as the foundation of its business, Leap pioneered both
the Cricket(R) and Jump(TM) Mobile services.  Through a variety of
low, flat rate, service plans, Cricket service offers customers a
choice of unlimited anytime local voice minutes, unlimited anytime
domestic long distance voice minutes, unlimited text, instant and
picture messaging and additional value-added services over a high-
quality, all-digital CDMA network.  Designed for the urban youth
market, Jump Mobile is a unique prepaid wireless service that
offers customers free unlimited incoming calls from anywhere with
outgoing calls at an affordable 10 cents per minute and free
incoming and outgoing text messaging.  Both Cricket and Jump
Mobile services are offered without long-term commitments or
credit checks.

                            *   *   *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services placed its ratings for San Diego,
California-based wireless carrier Leap Wireless International
Inc., including the 'B-' corporate credit rating, on CreditWatch
with negative implications.

As reported in the Troubled Company Reporter on July 28, 2005,
Moody's Investors Service affirmed the B1 corporate family rating
(formerly known as the senior implied rating) of Leap Wireless
International, Inc., and the B1 ratings on the senior secured
credit facilities of its principal subsidiary Cricket
Communications, Inc.  The outlook for these ratings remains
stable.  However, Moody's lowered Leap's speculative grade
liquidity rating to SGL-2 from SGL-1.

The affected ratings are:

Leap Wireless International, Inc.:

   * Corporate family affirmed at B1
   * Speculative Grade Liquidity downgraded to SGL-2 from SGL-1

Rating outlook stable

Cricket Communications, Inc.:

   * $110 million senior secured revolving credit affirmed at B1

   * $600 million (increased from $500 million) senior secured
     term loan affirmed at B1

Rating outlook stable


LEAP WIRELESS: S&P Puts B- Corporate Credit Rating on Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for San
Diego, California-based wireless carrier Leap Wireless
International Inc., including the 'B-' corporate credit rating, on
CreditWatch with negative implications.
      
"This follows the possibility the company will trigger a potential
default under its $710 million senior secured credit facility,
because of the company's announcement that it planned to restate
its audited financial statements for the five months ended
Dec. 31, 2004, and the nine months ended Sept. 30, 2005," said
Standard & Poor's credit analyst Allyn Arden.
     
Leap indicated in its SEC filing on March 6 that it had identified
errors in previously reported:

   * income tax expense,
   * goodwill, and
   * other long-term liabilities.

These errors resulted from, among other items, the miscalculation
of tax bases of certain wireless licenses and deferred taxes
associated with tax-deductible goodwill.  

While the restatements are not expected to affect reported
revenue, operating income, or cash flow, Leap has indicated the
restatement may trigger a default under its $710 million senior
secured credit facility, which would result in the need to obtain
waivers.  

Additionally, the company has not yet completed its assessment of
these items.  Because Leap's operations continue to perform well,
if the company is able to obtain waivers for the potential
defaults and fully addresses Standard & Poor's concerns to
effectively limit further accounting issues, the rating agency
would expect the ratings to be affirmed and removed from
CreditWatch.


LEVEL 3: S&P Junks Proposed $400 Million Senior Notes
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the proposed $400 million aggregate senior notes of Level 3
Financing Inc., a subsidiary of Broomfield, Colorado-based Level 3
Communications Inc.  

The notes will be issued under Rule 144A with registration rights
in two tranches consisting of floating rate notes maturing in 2011
and fixed rate notes maturing in 2013.  

Under the indentures of Level 3, the new debt will constitute
purchase money indebtedness associated with the $369 million net
cash portion of the acquisition of WilTel Communications Group LLC
on Dec. 23, 2005.  

All ratings on Level 3, including the CCC+/Stable/B-3 corporate
credit rating, are affirmed.
      
"The ratings on Level 3 reflect very high credit risk from
excessive leverage and negative discretionary cash flow caused by
weak operating performance stemming from prolonged long-distance
telecommunications industry weakness," said Standard & Poor's
credit analyst Eric Geil.

The company continues to suffer price compression from industry
overcapacity and competition, which is undermining positive
effects of rising business volume.  Negative cash flow from
operations and high capital expenditures for new products and
network upgrades needed to attract new business, are prolonging
negative discretionary cash flow.  Potential acquisition activity
also could weigh on the financial profile.  Tempering factors
include a sizable cash balance and an absence of meaningful debt
maturities until 2008 and modest benefits from industry
consolidation.


LONGVIEW FIBRE: Obsidian Takeover Bid Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed all ratings of the Longview Fibre
Company under review for possible downgrade.  This rating action
reflects the uncertainty associated with the takeover bid for
Longview offered by the Obsidian Finance Group LLC, a private
equity firm, and the Campbell Group LLC, a timber investment
management organization.

The investors proposed to acquire all outstanding shares of
Longview for $1.3 billion; this valuation reflects approximately a
35% premium to the recent trading price.  The acceptance of the
bid by Longview's Board and the shareholders would be a credit
negative and would likely lead to negative rating implications.
This view is based on the propensity of private owners to increase
the leverage of acquired firms, frequently utilizing secured debt.

Despite the significant premium offered by these investors, the
REIT has rejected the current offer of $26 per share.  At the same
time, Longview has significant anti-takeover defenses in place: it
has a classified Board and a shareholder rights "poison pill"
provision.  However, Longview is relatively widely held with
directors and officers owning approximately 3.9% of shares and two
institutional shareholders owning 8.5% and 6.8% of shares.

Moody's is likely to stabilize the rating outlook should the offer
be rejected by the management, the Board, and the shareholders of
Longview or should it be rescinded by Obsidian Finance and the
Campbell Group.

Negative rating pressure would occur if Longview chooses to accept
the buyout offer or entertains any leveraged recapitalization.

These ratings were placed under review for possible downgrade:

   Issuer: Longview Fibre Company

      * corporate family rating at Ba3
      * senior secured debt rating at Ba2
      * senior unsecured rating at B1
      * senior subordinate debt rating at B2

Longview Fibre Company is an integrated timberlands, paper and
packaging REIT, headquartered in Longview, Washington, USA.  At
December 31, 2005, it had assets of $1.2 billion and equity of
$444 million.


MULTICELL TECHNOLOGIES: J.H. Cohn Raises Going Concern Doubt
------------------------------------------------------------
J.H. Cohn LLP expressed substantial doubt about MultiCell
Technologies, Inc.'s ability to continue as a going concern after
reviewing the Company's financial statements for the years ended
Nov. 30, 2005, and 2004.  J.H. Cohn pointed to the company's
recurring losses and $25,881,409 accumulated deficit at Nov. 30,
2005.

"MultiCell Technologies' operating and liquidity concerns and an
increasing accumulated deficit as a result of recurring losses
create . . . uncertainty about its ability to continue as a going
concern.  There can be no assurances that the Company will be able
to successfully acquire the necessary capital to continue its on-
going research efforts and bring it to the commercial market,"
management said.

                            Financials

For the fiscal year ended Nov. 30, 2005, MultiCell Technologies'
net loss increased to $5,682,947 from a net loss of $1,250,336 for
the same period in 2004.

For the fiscal year ended Nov. 30, 2005, MultiCell's total
revenues decreased to $209,156 from total revenues of $759,925 for
the same period in 2004.

MultiCell's balance sheet at Nov. 30, 2005, showed $4,507,645 in
total assets and $1,831,864 in total liabilities.  Additionally,
the Company has an accumulated deficit of $25,881,409 as of
Nov. 30, 2005.

A full-text copy of MultiCell Technologies' Form 10-KSB report is
available for free at: http://ResearchArchives.com/t/s?633

Headquartered in Lincoln, Rhode Island, MultiCell Technologies,
Inc. -- http://www.MultiCelltech.com-- is a developer of  
therapeutic products, and a supplier of immortalized human cell
lines for drug discovery applications.  With its majority-owned
subsidiary MultiCell Immunotherapeutics, Inc., MultiCell is
working to commercialize new therapeutics for the treatment of
degenerative neurological diseases, metabolic and endocrinological
disorders, and infectious diseases.  MultiCell Immunotherapeutics
is located in San Diego, California.


MUSICLAND HOLDING: Curtis Approved as Debtors' Conflicts Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Musicland Holding Corp. and its debtor-affiliates permission
to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as their
conflicts counsel on a final basis.

As reported in the Troubled Company Reporter on Feb. 9, 2006, the
Debtors need Curtis Mallet-Prevost to handle matters which cannot
be handled by Kirkland & Ellis LLP -- the Debtors' general
bankruptcy counsel -- or other counsel, as a result of an actual
or potential conflict of interest issues.  The Debtors believe
that rather than resulting in extra expense to their estates, the
efficient coordination of efforts between K&E and CMP will avoid
unnecessary litigation, add to the effective administration of the
Chapter 11 Cases and reduce the overall expense of administering
the Chapter 11 Cases.

Moreover, K&E and CMP will function cohesively to ensure that
legal services provided are not duplicative.

The current hourly rates charged by CMP are:

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

According to Steven J. Reisman, Esq., a partner at CMP, CMP is a
"disinterested person," as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

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: Panel Exploring Fraudulent Conveyance Claims
---------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's
permission, pursuant to Rules 2004 and 9016 of the Federal Rules
of Bankruptcy Procedure, to conduct examinations of and obtain
documents from certain persons and entities including, without
limitation:

    (a) certain present and former members of the Debtors' senior
        management and boards of directors;

    (b) certain officers and directors of Sun Music LLC, the
        controlling stockholder of the Debtors, and each of its
        owners, Sun Capital Partners III, LP, and Sun Capital
        Partners III, QP, LP;

    (c) the Trade Lien Creditors, certain trade creditors of the
        Debtors which allege a second priority security interest
        in the Debtors' inventory;

    (d) Best Buy Co., Inc., the prior owner of the Debtors until
        Aug. 11, 2003; and

    (e) Harris Bank N.A., a lender, which had advanced
        approximately $25,000,000 to the Debtors under an excess
        inventory line of credit, that was guaranteed by the Sun
        Entities and was repaid prior to its maturity shortly
        before the Petition Date.

As previously reported, Best Buy acquired the Debtors in 2001 for
approximately $700,000,000.  Approximately two years later,
pursuant to a Stock Purchase Agreement, dated June 16, 2003, Sun
Music, an entity owned by SCP and SCPQ, acquired the Debtors from
Best Buy for $1 plus the assumption of substantially all of the
Debtors' liabilities.

Prior to the Petition Date, the Debtors entered into a number of
loan agreements to address their cash needs.

On Nov. 3, 2003, the Debtors entered into a Security Agreement
with the Trade Lien Creditors, whereby the Trade Lien Creditors
were granted a security interest in the Debtors' inventory to
secure debt owed to those creditors.  Pursuant to an Intercreditor
Agreement entered into with the Lenders, the TLC Security Interest
was made subordinate in priority to the security interest granted
in favor of the Lenders.  According to the Debtors, the Trade Lien
Creditors were owed approximately $186,270,502 as of the Petition
Date.

According to Mark T. Power, Esq., at Hahn & Hessen LLP, in New
York, while the Committee desires to conduct a thorough
examination of the Debtors' material prepetition activities and
relationships, its examinations will be principally focused on
these lines of inquiry:

    (a) Debtors' Senior Management and Directors

        The Committee desires to investigate the prepetition
        activities and decisions of the Debtor's senior officers
        and members of the Board of Directors, particularly with
        respect to the Debtors' decision to enter into the TLC
        Security Agreement with the Trade Lien Creditors and the
        decision to prepay the loan from Harris Bank, as certain
        Directors may have breached their duty of loyalty by
        directing the Debtors to prepay Harris Bank in order to
        ensure that the Sun Entities would not be called upon to
        honor their guaranty;

    (b) The Sun Entities

        In addition to the transaction concerning Harris Bank,
        the Committee desires to investigate the prepetition
        transactions between the Sun Entities and the Debtors,
        including any management fees or other payments that the
        Sun Entities received from the Debtors, any
        representations or promises that the Sun Entities may have
        made to the Debtors and any public statements or other
        representations made by the Sun Entities with respect to
        supporting the Debtors.  The Committee intends to
        determine whether the fees charged by the Sun Entities to
        the Debtors were reasonable in comparison to any value
        given by the Sun Entities to the estates and whether the
        Debtors' management or board breached any fiduciary duties
        by paying those fees.  The Committee also desires to
        investigate the details concerning Sun Music's acquisition
        of the Debtors and representations or promises made in
        connection therewith.

    (c) The Trade Lien Creditors

        Consistent with its fiduciary duties, the Committee
        desires to investigate a number of areas with respect to
        the Trade Lien Creditors, including:

           i. Preferential Transfers

              The Committee desires to investigate whether the
              Trade Lien Creditors received any preferential
              transfers under Sections 547 and 550 of the
              Bankruptcy Code, including any improvements in their
              collateral positions, both on an individual and
              aggregate basis, between the 90th day prior to the
              Petition Date and the Petition Date;

          ii. Individual Credit and Return Policies

              Based on a review of the TLC Security Agreement,
              it appears that the extent of the Trade Lien
              Creditors' obligations is governed by their
              individual credit agreements and return policies
              with the Debtors.  The Committee desires to review
              those individual agreements, including the Debtors'
              right to return any obsolete or outdated merchandise
              for full credit.

         iii. Verification that Specific Trade Lien Creditors Are
              the Actual Suppliers

              Based on a review of the TLC Security Agreement,
              only the specific corporate entities that are
              signatories to the Agreement belong to the pool of
              creditors with a security interest in the Debtors'
              inventory.  The Committee intends to verify that no
              other affiliated entities that have sold goods to
              the Debtors are improperly seeking to elevate their
              status from unsecured to secured.

          iv. Fraudulent Conveyances and Breach Claims

              The Committee understands that the Debtors agreed to
              enter into the TLC Agreement based on certain
              continuing commitments by the Trade Lien Creditors
              to extend credit terms to the Debtors.  The
              Committee intends to investigate whether in fact the
              Trade Lien Creditors complied with these commitments
              and whether any fraudulent conveyance or breach
              claims may exist as a result thereof; and

           v. Other Potential Claims

              The Committee also seeks authorization to conduct
              Rule 2004 investigations in order to discover
              information supporting potential claims against the
              Trade Lien Creditors in connection with any
              collusive or wrongful conduct they may have engaged
              in to the detriment of the Debtors and in violation
              of any federal or state laws.

     (d) Best Buy

         The Committee desires to investigate the prepetition
         transactions and relationship between Best Buy and the
         Debtors, including whether any intercompany transactions
         were entered into between Best Buy and the Debtors, which
         were unfair or detrimental to the Debtors at a time when
         the Debtors were insolvent or rendered insolvent thereby.
         Those improper transactions may give rise to potential
         claims against Best Buy or the senior officers and
         directors of the Debtors at the time.

Mr. Power asserts that there is good cause for allowing the
requested discovery because it is necessary to determine the facts
and circumstances relating to the payoff of the Harris Loan, the
Sun Entities role in the Debtors' affairs, the Sun Entities role
in causing the Debtors to file for bankruptcy, the propriety of
the Trade Lien Creditors' secured position, the sale of the
Debtors to Sun Music by Best Buy, and the propriety of the
prepetition actions taken or not taken by the Debtors' senior
officers and board of directors.

                  Sun Entities & Directors Object

Norman N. Kinel, Esq., at Dreier LLP, in New York, argues that
Bankruptcy Rule 2004, while admittedly broad, does not allow
unlimited discovery.  "It provides a party with a means of
obtaining necessary discovery concerning matters affecting the
administration of a debtor's estate or otherwise relevant to a
case; it should not, however, enable a party to seek multiple
bites at the apple in an effort to cobble together some basis for
further unproductive litigation."

Mr. Kinel tells the Court that the Committee has already obtained
discovery relating to some of the same topics it now purportedly
wishes to investigate via the 2004 Application.  According to Mr.
Kinel, the duplicative nature of the Committee's requests may be a
result of the fact that the Committee is represented by two
separate firms:

    (1) Olshan Grundman Frome Rosenzweig & Wolosky LLP, which
        filed an objection to the DIP Financing Motion and took
        discovery; and

    (2) Hahn & Hessen LLP, which now seeks discovery via the 2004
        Application.

"Whether this is an instance of the left hand not knowing what the
right hand is doing or not, the Sun Entities should not be
required to shoulder the burden of seriatim discovery," Mr. Kinel
says.

The Sun Entities, together with some members of the Board of
Directors of Musicland Holding Corp. -- Marc J. Leder, Rodger R.
Krouse, Clarence E. Terry, T. Scott King, Jason Neimark, and
James D. Allen -- also complain that the scope of the requested
discovery is unreasonably open-ended.  This request clearly goes
too far, Mr. Kinel says.

At a minimum, the Sun Entities and the Directors contend, the
Court should not allow the proposed discovery to commence absent
at least clarification and reasonable assurances concerning the
scope of that discovery.

Specifically, the Sun Entities and the Directors ask the Court to:

    -- deny the 2004 Application altogether with respect to the
       Sun Entities and the Directors, or

    -- should the Court determine that additional discovery is
       proper, require the Committee to narrow the scope and set
       appropriate parameters of the propose discovery before
       allowing any Rule 2004 discovery to commence with respect
       to the Sun Entities and the Directors.

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)


NASH FINCH: Ongoing SEC Talks Cue Moody's to Review Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Nash Finch Company
under review for possible downgrade.  The review was prompted by
the ongoing discussion with the SEC regarding potential insider
trading by certain company officers and directors, the abrupt
departures of the CEO and General Counsel, and the apparent
challenges in filling the CEO position.  

Moody's notes that these corporate governance developments occur
during a period of weaker operating performance for Nash Finch
subsequent to the March 2005 acquisition of two distribution
centers and increased prominence of non-traditional grocery
retailing competitors.

Ratings placed under review for downgrade are:

   * $125 million senior secured revolving credit facility (2009)
     of B1

   * $175 million senior secured term loan (2010) of B1

   * $322 million 3.5% convertible subordinated notes (2035) of
     B3

   * Corporate family rating of B1

The review will consider potential outcomes of the SEC
discussions, the progress at resolving the management succession
issues, and the ability of the company and its customers to
maintain grocery retailing market share.  

Moody's also will analyze the likelihood that operating
performance in the wholesale distribution division will remain
weaker than in the recent past, the long-term prospects for the
retail and military segments, and the allocation of discretionary
cash flow between capital investment, debt reduction, and
shareholder returns.

Pro-forma for the March 2005 acquisition of two large distribution
centers, wholesale revenue has increased to around 60% of revenue
compared to about 50% in prior years.  Absolute revenue in the
retail segment has fallen as the company has closed about 30
stores over the previous two years, while the military
distribution segment continues to modestly grow sales.

For the twelve months ending Oct. 8, 2005, Moody's estimates that
leverage was about 4.5 times, free cash flow to debt was 5%, and
EBIT to interest expense was about 2.3 times.  Cash interest
expense has declined relative to previous years given the lower
coupon on the convertible notes.  

As of Oct. 8, 2005, $57 million of the $125 million revolving
credit facility was available after $38 million in borrowings and
$20 million for letter of credit support.

Nash Finch, headquartered in Edina, Minnesota, is a leading
grocery distributor to retailers and military commissaries and
operates 80 retail stores in the upper Midwest and Great Plains
regions.  Revenue for the 12 months ended October 2005 was
approximately $4.4 billion.


NAVISTAR INT'L: Gets Consents from 9-3/8% & 7-1/2% Bondholders
--------------------------------------------------------------
Navistar International Corporation (NYSE:NAV) has accepted and
paid for:

   -- an aggregate principal amount of $275.654 million of its
      outstanding $393 million in aggregate principal amount of
      9-3/8 percent senior notes due 2006; and

   -- $234.374 million of its outstanding $250 million in
      aggregate principal amount of 7-1/2 percent senior notes due
      2011

representing all of the senior notes that had been tendered on or
prior to the consent deadline of 5:00 p.m. EST on March 2, 2006,
pursuant to Navistar's previously announced consent solicitations
and tender offers for the senior notes.

Navistar has not received tenders from holders representing a
majority of its $400 million in aggregate principal amount of
6-1/4 percent senior notes due 2012.  In accordance with the terms
of the consent solicitations and tender offers, holders of the
9-3/8 percent senior notes due 2006 who validly tendered their
notes prior to the consent time received total consideration of
$1,025.78 per each $1,000 principal amount tendered and holders of
the 7-1/2 percent senior notes due 2011 who validly tendered their
notes prior to the consent time received total consideration of
$1,002.67 per each $1,000 principal amount tendered.  Navistar
used borrowings under its new senior credit facility to fund the
repurchases.

As a result of the consents and early tenders, Navistar has
executed supplemental indentures relating to the senior notes,
which, among other things, waived any and all defaults and events
of default existing under the senior notes indentures, eliminated
substantially all of the material restrictive covenants, specified
affirmative covenants and certain events of default and related
provisions in the senior notes indentures and rescinded any and
all prior notices of default and acceleration delivered to
Navistar pursuant to the indentures.

The tender offers are being made pursuant to an Offer to Purchase
and Consent Solicitation Statement and a related Consent and
Letter of Transmittal, each dated February 21, 2006.  The tender
offers are scheduled to expire at midnight EST, on March 20, 2006,
unless extended or earlier terminated.  Holders who validly tender
after the consent time but prior to expiration will receive the
tender consideration equal to $960.00 per each $1,000 principal
amount with respect to the 7-1/2 percent notes and 6 1/4 percent
notes and $968.75 per each $1,000 principal amount with respect to
the 9 3/8 percent notes, plus in each case all accrued and unpaid
interest through, but not including, the payment date.

Citigroup, Credit Suisse and Banc of America Securities LLC are
acting as Dealer Managers for the tender offers and consent
solicitations for the senior notes.  Questions regarding the
tender offers or consent solicitations may be directed to:

         Citigroup Corporate and Investment Banking
         800-558-3745 (toll-free)
         212-723-6106

            -- or --

         Credit Suisse
         800-820-1653 (toll-free)
         212-538-7969

Global Bondholder Services Corporation is acting as the
Information Agent for the tender offers and consent solicitations
for the senior notes.  Requests for documents related to the
tender offers and consent solicitations may be directed to:

         Global Bondholder Services Corporation
         866-857-2200 (toll-free)
         212-430-3774.

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

                          *     *     *

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

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


NEW WORLD: Borrows $169.375 Million to Redeem Senior Sec. Notes
---------------------------------------------------------------
New World Restaurant Group, Inc., borrowed $169,375,000 in term
loans under its new credit facilities, comprised of:

   -- $80,000,000 under a certain First Lien Credit Facility;
   -- $65,000,000 under a certain Second Lien Credit Facility; and
   -- $24,375,000 under a certain Subordinated Credit Facility.  

The Company inked the senior secured credit facility in the
aggregate principal amount of $160,000,000 on Jan. 26, 2006.  It
comprised of

   -- an $80,000,000 first-lien term loan facility and a
      $15,000,000 revolving credit facility with Bear, Stearns &
      Co. Inc., as sole lead arranger, Wells Fargo Foothill, Inc,
      as administrative agent and the other lenders; and

   -- a $65,000,000 second-lien term loan facility with Bear
      Stearns, as sole lead arranger, Bear Stearns Corporate
      Lending Inc., as administrative agent, and the other
      lenders.  

In connection with the First Lien Credit Facility and the Second
Lien Credit Facility, the Company also signed an unsecured
subordinated term loan facility in the principal amount of
$25,000,000 with net proceeds to the Company of $24,375,000,
reflecting a 2.5% original issue discount from the principal
amount with Greenlight Capital, L.P., Greenlight Capital
Qualified, L.P., and other lenders.  

Greenlight Capital, L.L.C. and its affiliates are affiliates of
the lenders under the Subordinated Credit Facility and
beneficially own around 97% of the Company's common stock on a
fully diluted basis.  

The Borrowings under the First Lien and Second Lien Credit
Facilities carry a floating interest rate based upon the prime
rate or eurodollar rate plus a margin.  The initial margins for
the First Lien Credit Facility are the prime rate plus 2.00% or
the eurodollar rate plus 3.00%.  The margins may increase or
decrease 0.25% depending on the Company's consolidated leverage
ratio.  The margins for the Second Lien Credit Facility are the
prime rate plus 5.75% or the eurodollar rate plus 6.75%.  The
Borrowings made under the Subordinated Credit Facility carry a
fixed interest rate of 13.75%, of which 6.5% per annum will be
payable in cash and 7.25% per annum will be payable in kind.

The Borrowing was used to repay some of the Company's existing
indebtedness including:

   -- $160,000,000 in principal amount of the Company's 13% Senior
      Secured Notes due 2008 plus a 3% redemption premium and
      accrued and unpaid interest to the redemption date;

   -- fees and expenses relating to the termination of the
      $15,000,000 secured revolving credit facility with AmSouth
      Bank;

   -- fees and expenses associated with the New Credit Facilities.

The notes repayments discharges the Indenture dated as of July 3,
2003, among the Company, its subsidiary guarantors and The Bank of
New York, as Trustee.  All liens and security interests relating
to the Indenture were released.

The Loan and Security Agreement dated as of July 8, 2003, among:

   * the Company,
   * certain of its subsidiaries,
   * AmSouth Bank as agent, and
   * AmSouth Capital Corp., as administrative agent,

was terminated prior to its July 8, 2006, termination date.  At
the time of termination of the AmSouth Facility, no amounts were
outstanding under the AmSouth Facility and no early termination
fee was payable in connection with this termination.  All liens
and security interests relating to the Loan Agreement were
released.

A full-text copy of the First Lien Guarantee and Collateral
Agreement is available at no extra charge at:

     http://ResearchAarchives.com/t/s?62e

A full-text copy of the Second Lien Guarantee and Collateral
Agreement is available for free at:

     http://ResearchArchives.com/t/s?62f

A full-text copy of the Guarantee Agreement is available for free
at:

     http://Researcharchives.com/t/s?630

Headquartered in Golden, Colorado, New World Restaurant Group,
Inc. (OTC: NWRG.PK) -- http://www.newworldrestaurantgroup.com/--    
is a leading company in the quick casual restaurant industry that
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel brand.  As of Jan 3, 2006, the Company's
retail system consisted of 626 locations, including 435 company-
owned locations, as well as 121 franchised and 70 licensed
locations in 34 states, and the District of Columbia.  The Company
also operates a dough production facility.  

At Jan. 3, 2006, the Company's equity deficit widened to
$126,211,000 from a $112,483,000 equity deficit at Dec. 28, 2004.


NRG ENERGY: To Distribute $137M in Cash & Shares to Some Creditors
------------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) plans, in accordance with its December
2003 Plan of Reorganization, to make a supplemental distribution
from the funded Disputed Claims Reserve to its Class 5 and Class 6
unsecured creditors.  NRG plans to distribute surplus from the DCR
on or before April 1, 2006.  The total value of the distribution
is approximately $137 million, consisting of approximately $25
million in cash and 2,541,000 shares of NRG common stock.

NRG's Chapter 11 creditors holding allowed claims in Class 5 are
expected to receive approximately $22.13 per $1,000.00 of allowed
claim, consisting of $4.05 in cash and .41 shares of NRG common
stock. Creditors holding Class 6 allowed claims are expected to
receive approximately $19.97 per $1,000.00 of allowed claim,
consisting of $1.89 in cash and .41 shares of NRG common stock.


                    Summary of NRG Energy, Inc.'s
                 Chapter 11 Disputed Claims Reserve
                       (as of March 7, 2006)

   ---------------------------------------------------------------
                                           Cash      Shares of NRG
                                                      Common Stock
   ---------------------------------------------------------------
   Total Deposits into Disputed Claims
   Reserve                                $87,153,000    8,765,000
   ---------------------------------------------------------------
   Payouts on Account of Settled Claims   $54,313,000    5,545,000
   ---------------------------------------------------------------
   Remaining Assets in Disputed Claims
   Reserve                                $32,840,000    3,219,000
   ---------------------------------------------------------------
   Interim Distribution                   $25,000,000    2,451,000
   ---------------------------------------------------------------
   Assets Retained in Reserve              $6,675,000      657,000
   ---------------------------------------------------------------

The DCR was created under NRG's Plan of Reorganization in December
2003 for the satisfaction of certain general unsecured claims that
were disputed as of the effective date of the plan.  NRG
contributed common stock and cash to an escrow agent to complete
the distribution and settlement process, and the assets in the DCR
are not included on the Company's balance sheet.  Because the
common stock issuance in the DCR was recognized on December 6,
2003, distribution of this stock to creditors will not increase
the number of common shares outstanding.

NRG still has a number of disputed claims that will be resolved
through the process described in the Plan of Reorganization.  The
total face amount of the remaining claims is approximately
$35 million, plus unresolved claims from the 2000-01 California
power crisis and certain claims of indefinite amount.  

The Company estimates that the actual allowed amount of all
remaining claims, once settled, will be less than $35 million.  To
the extent allowed, these claims will ultimately be paid with the
remaining funds in the DCR.  

The Company believes that the DCR will continue to be funded at a
sufficient level to settle all remaining disputed claims after the
supplemental distribution.  If any excess funds remain in the
disputed claims reserve after payment of all obligations, they
will be reallocated to the creditor pool and subject to a further
supplemental distribution.  At this time, NRG cannot estimate the
likelihood or timing of any future distributions to creditors from
the DCR.

The Company takes no position on the potential income tax
consequences of this supplemental distribution and NRG cannot
provide tax advice to claim holders.

NRG Energy, Inc., currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                           *     *     *

Moody's Investors Service has withdrawn certain of the ratings for
NRG Energy, Inc., and all of the ratings for Texas Genco, LLC
following the February 2, 2006, completion of the $8.7 billion
acquisition of TGN by NRG.

To finance the acquisition, NRG raised $1.5 billion of common
stock and convertible securities, established $5.6 billion of new
credit facilities and issued $3.6 billion of senior unsecured
debt.  Proceeds were used to acquire TGN, to repay secured term
loans at NRG and TGN, to replace existing revolving credit
facilities at NRG and TGN, and to tender for $1.371 billion of
8.0% second lien notes at NRG and $1.125 billion of 6.875% senior
unsecured notes at TGN.  Following the competion of the tenders,
substantially all of NRG's 8.0% second lien notes were repaid and
all of TGN's 6.875% senior unsecured notes were repaid.

Ratings Withdrawn at NRG:

   -- $150 million Senior Secured Bank Credit Facility due 2007,
      rated Ba2

   -- $800 million Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.371 billion 8.0% Senior Secured Second Lien Notes due
      2013, rated Ba3

Ratings Withdrawn at TGN:

   -- Corporate Family Rating, rated Ba3

   -- Speculative Grade Liquidity Rating, rated SGL-2

   -- $200 million Senior Secured Bank Credit Facility, rated Ba2

   -- $325 million Senior Secured Bank Credit Facility, rated Ba2

   -- $344.35 million Senior Secured Bank Credit Facility due
      2009, rated Ba2

   -- $475 million Senior Secured Bank Credit Facility, rated Ba2

   -- $1.15 billion Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.125 billion 6.875% Senior Unsecured Notes due 2014,
      rated B1

Outlook Action at TGN:

   -- Ratings Outlook, Withdrawn, from Stable

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the proposed debt instruments.
The Rating Outlook is Stable.  The ratings have been initiated by
Fitch as a service to investors.

Recovery ratings by Fitch are:

   NRG Energy, Inc.

     -- $3.2 billion secured term loan 'RR1';
     -- $1 billion secured revolving credit line 'RR1';
     -- $1 billion secured synthetic letter of credit 'RR1';
     -- $3.2 billion senior unsecured notes 'RR4';
     -- $500 million mandatory convertible preferred stock 'RR6'

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on power generation company NRG Energy Inc.

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.

The 'BB-' rating and '1' recovery rating on the $3.2 billion term
loan B and $2 billion revolving credit and LOC facilities indicate
the expectation of full recovery of principal in the event of a
payment default.

Standard & Poor's affirmed its 'CCC+' ratings on NRG's preferred
stock issues.

The stable outlook reflects Standard & Poor's view that NRG's
credit quality should not significantly deteriorate in the short
term.


NTL INVESTMENT: Closed Telewest Deal Cues DBRS to Confirm Ratings
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of NTL
Investment Holdings Ltd. and NTL Cable PLC with Stable trends,
following the closing of NTL's acquisition of Telewest
Communications Networks Limited.  This resolves the "Under Review
with Developing Implications" where the ratings were placed in
October 2005.

Complete rating action:

   * NTL Investment Holdings Ltd. -- Secured Bank Facility
     Confirmed -- BB (low)

   * NTL Investment Holdings Ltd. -- Issuer Rating
     Confirmed -- B (high)

   * NTL Cable PLC -- Senior Unsecured Notes Confirmed -- B

NTL acquired Telewest for GBP3.5 billion in cash/equity
representing a six times EBITDA multiple or roughly GBP850 per
revenue generating unit, which DBRS believes is fair.  

The acquisition increased debt on a pro forma basis by GBP1.8
billion, hence weakening the balance sheet, which was somewhat
mitigated by the equity component and significant cash on hand
that was used in the transaction.  Nonetheless, the increased
leverage offsets considerable balance sheet improvements NTL made
in 2004 and 2005.  

Cost synergies, through overhead reduction and consolidation of
assets, are expected to be meaningful in the next 24 months, which
should contribute to improvements in margins and cash flow from
operations that are expected to reduce debt levels and improve the
balance sheet in the medium term.

The ratings are confirmed for two principal reasons.  Firstly, the
improved size and scale as a result of the merger will position
NTL to compete more effectively against its larger rivals, British
Sky Broadcasting Group Plc for pay TV service and BT Group plc for
broadband and telephony.  Secondly, although the credit profile
has weakened, DBRS notes that it has been mitigated by the equity
and cash component, as well as meaningful operational improvements
from NTL and Telewest in 2004 and 2005.

However, DBRS notes the ratings are limited by low penetration
rates that are structural in nature in the United Kingdom.  Pay TV
penetration is low because many consumers are content receiving
free off-the air service, NTL only passes about half U.K. homes,
and BSkyB dominates pay TV, leading with exclusive content and
strong brands.  

In addition, ratings are limited, due to NTL's exposure to legacy
telephony service and business service, both of which are eroding
due to usage declines, mobile substitution, and price erosion.  
NTL does not have a mobile offering to offset some of the legacy
declines.  

Lastly, NTL faces integration risk in merging two large companies,
including customer-sensitive areas, such as billing, service
plans, and service.  Notwithstanding, NTL continues to be the only
operator to offer a "triple play" bundle of services, which drives
average revenue per user, improves EBITDA margins, and reduces
customer churn.

In addition to the merger with Telewest, NTL is in talks to
potentially acquire Virgin Mobile Plc's 5.8 million U.K. wireless
subscribers.  Given the equity component, the ability to offer the
"quadruple play", and the strong brand, DBRS considers this
transaction as credit neutral.  However, DBRS notes the
transaction would increase risk by adding another integration
element.

Post-merger, the focus in 2006 will be integration, rebranding,
and execution on cross-selling and bundling.  However, a new re-
energized national cable company, focused on execution and
bundling consumers, will be better positioned to compete with
BSkyB and BT in the long run, which would have positive ratings
implications.  However, DBRS notes that the ratings could come
under pressure if integration does not proceed as expected,
including realization of cost synergies.

For more information on this credit or on this industry, please
visit http://www.dbrs.com/


PALAZZO DI STONECREST: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Palazzo Di Stonecrest, LLC
        260 Peachtree Street, Northwest, Suite 2400
        Atlanta, Georgia 30303

Bankruptcy Case No.: 06-62584

Chapter 11 Petition Date: March 7, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: David L. Miller, Esq.
                  The Galleria - Suite 960
                  300 Galleria Parkway, Northwest
                  Atlanta, Georgia 30339
                  Tel: (404) 231-1933
                  Tel: (770) 955-6654

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any creditors who are not insiders.


PINNACLE AIRLINES: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------------
Ernst & Young LLP expressed substantial doubt about Pinnacle
Airlines' ability to continue as a going concern after reviewing
the Company's financial statements for the years ended Dec. 31,
2005, and 2004.  Ernst & Young pointed to uncertainty regarding
the future of Pinnacle's contract with its primary customer,
Northwest Airlines, due to its filing of chapter 11 protection in
September 2005.

                            Financials

Pinnacle Airlines' net income decreased to $25,698,000 for the
fiscal year ended Dec. 31, 2005, from $40,725,000 of net income
for the fiscal year ended Dec. 31, 2004.  

For the fiscal year ended Dec. 31, 2005, Pinnacle's total
operating revenues increased to $841,605,00 from total operating
revenues of $635,448,000 for the same period in 2004.

Pinnacle Airlines' balance sheet at Dec. 31, 2005, showed
$228,799,000 in total assets and $210,181,000 in total liabilities
-- an increase of $26.1 million in shareholder equity from a
$7,548,000 equity deficit reported at Dec. 31, 2004.  Pinnacle's
balance sheet shows a $67,151,000 accumulated deficit at Dec. 31,
2005.          

                  Northwest's Bankruptcy Filing

On Sept. 14, 2005, Northwest Airlines Corp., filed for protection
under Chapter 11 of the U.S. Bankruptcy Code and its bankruptcy
filing had a profound impact on Pinnacle Airlines.  Due to the
automatic stay imposed by the bankruptcy court, Pinnacle did not
receive payments totaling approximately $51.3 million for services
Pinnacle provided to Northwest prior to its bankruptcy filing.

In November 2005, Northwest rejected the primary leases on 15 of
Pinnacle's CRJ aircraft and returned the aircraft to their
lessors.  That rejection reduced Pinnacle's fleet from 139 to 124
aircraft.  Pinnacle received fixed payments based on an operating
fleet of 139 aircraft through Nov. 30, 2005, but have not received
or made any payments related to those 15 aircraft under the
airline services agreement since a rejection order was entered by
the bankruptcy court.  

Pinnacle Airlines' ASA with Northwest provides that Pinnacle is
entitled to maintain a minimum operating fleet of at least 139
aircraft and Pinnacle has objected to that breach.  Pinnacle is
currently evaluating what legal options it can take to require
Northwest to comply with that material provision, or at a minimum
to prevent Northwest from removing additional CRJ aircraft from
Pinnacle's operating fleet.  Pinnacle has also requested that
Northwest return $2.6 million in security deposits related to the
15 aircraft, although Northwest has not done so.

A full-text copy of Pinnacle Airlines' Form 10-k report is
available for free at http://ResearchArchives.com/t/s?62d

                     About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is  
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and its 12 affiliates filed for
chapter 11 protection on Sept. 14, 2005, with the U.S. Bankruptcy
Court for the Southern District of New York.

                     About Pinnacle Airlines

Headquartered in Memphis, Tennessee, Pinnacle Airlines, Inc., fka
Express Airlines I, operates through its wholly owned subsidiary,
Pinnacle Airlines, Inc., as a regional airline that provides
airline capacity to Northwest Airlines, Inc.  Pinnacle operates as
a Northwest Airlink carrier at Northwest's domestic hub airports
in Detroit, Minneapolis/St. Paul and Memphis and the focus city of
Indianapolis.  Pinnacle currently operates an all-jet fleet of 124
Canadair Regional Jets and offers scheduled passenger service with
709 daily departures to 110 cities in 36 states and three Canadian
provinces.  Pinnacle Airlines employs approximately 3,450 People.


PROCARE AUTOMOTIVE: Monro Offers to Buy Assets for $14 Million
--------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for permission to sell substantially all of its assets
to Monro Muffler Brake Inc., subject to higher offers at an
auction.

The Debtor opted to sell its business as a going concern after
measures taken to address its financial and operational problems
failed to restore profitability.

Monro Muffler proposes to acquire the Debtor's remaining retail
tire and automotive parts sales and service facilities in Ohio,
Pennsylvania, and Kentucky, free and clear of liens, for
$14 million, including a $700,000 deposit.  Monro also agreed to
extend a postpetition loan of up to $3.65 million.

Interested parties who want to submit competitive bids for the
Debtor's assets must present an executed copy of an asset purchase
agreement containing substantially the same or better terms and
conditions from those proposed by Monro.  Bidders must submit
offers delivering at least $700,000 in greater overall value than
Monro's bid.

The Debtors also require bidders to make a good faith deposit
equal to 10% of the aggregate purchase price proposed in their
bids.

Qualified bidders must deliver written copies of their bids to the
Debtor's counsel:

         Alan R. Lepene, Esq.
         Thompson Hine LLP
         3900 Key Center
         127 Public Square
         Cleveland, Ohio 44114-1291
         Phone: (216) 566-5500
         Fax: (216) 566-5800
        
Copies of the bid should also be delivered to the counsel for the
Creditors' Committee, Key Mezzanine Capital Fund I, LP, Regis
Capital Partners, LP, and to Monro Muffler Brake Inc.

Monro is entitled to a $450,000 break-up fee if its offer is
topped at an auction.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC --  http://www.procareauto.com/-- offers maintenance and  
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  The Debtor estimated its assets
and debts at $10 to $50 million when it filed for bankruptcy
protection.


QUINTILES TRANSNATIONAL: Moody's Rates $320 Mil. Term Loan at B3
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Quintiles
Transnational Corp., including the B1 Corporate Family Rating.  At
the same time, Moody's assigned new ratings to Quintiles' proposed
new bank credit facilities, including a B1 first lien secured Term
Loan B of $900 million, a B1 first lien secured revolving credit
facility of $250 million, and a B3 second lien secured Term Loan C
of $320 million.

Following this rating action, the rating outlook is stable.

At the conclusion of the refinancing, Moody's anticipates
withdrawing the B3 rating on Quintiles' subordinated notes due
2013, and the Caa1 rating on senior discount notes of Pharma
Services Intermediate Holding Corp. due 2014.

Moody's last prior rating action on Quintiles was on Dec. 9, 2005,
when we affirmed Quintiles' ratings with a stable outlook and
withdrew the ratings for Quintiles' Term Loan B and revolving
credit facility following the repayment and termination of those
credit agreements.

The affirmation of Quintiles' B1 corporate family rating reflects
its leading position as both a pharmaceutical contract research
organization and a contract sales organization, it good liquidity,
and a favorable business outlook for CROs.  

Moody's believes the business profile and liquidity of Quintiles
are reflective of a typical company rated in the "Ba" rating
category.  However, these positive factors are offset by a
significant increase in leverage following recent refinancing of
the capital structure and limited cash flow relative to debt.  

In particular, Moody's believes the ratio of free cash flow to
debt resembles that of a company rated B2, leaving Quintiles
weakly positioned in the B1 rating category.  Qualitative factors
related to financial policies and complexity also limit the
rating.

Based on Quintiles position as a provider of development and
commercialization services to the pharmaceutical industry, Moody's
believes that many of the factors outlined in our Global
Pharmaceutical Rating Methodology are applicable to the analysis
of Quintiles.  These factors include scale and revenue diversity,
cash flow relative to debt, and cash coverage of debt.

Following the refinancing transaction, Moody's believes that cash
flow to debt ratios of Quintiles' Services businesses will be
somewhat constrained.  Pro forma for the financing transaction,
Moody's estimates approximately 8%-10% operating cash flow to
debt, and 4%-6% free cash flow to debt in 2006.  

Moody's calculations reflect estimated cash flow of the Services
businesses only, and our debt includes capitalized leases as well
as 5 times rent of the Services businesses, and excludes debt at
the Duloxetine subsidiary level.  Although consistent with the
overall "B" rating category in Moody's methodology, these levels
are more reflective of a B2 corporate family rating than a B1
rating.  

Offsetting this weakness is Quintiles' scale and position as the
largest provider of CRO and CSO services globally, and its cash
coverage of debt.

The rating outlook is stable, although Quintiles is somewhat
weakly positioned within its rating category following the
increase in leverage associated with the refinancing transaction.
The rating and stable rating outlook reflect Moody's view that
Quintiles' Services business can improve to reach operating cash
flow to debt greater than 10%, and free cash flow to debt greater
than 5%.  If unfavorable business trends cause Moody's to become
less comfortable, the rating or the outlook would likely face
downward pressure.

Conversely, although not expected in the next several years,
attaining cash flow to debt ratios solidly within the "Ba" rating
category could lead to positive rating action.  These ratios are
15%-25% for operating cash flow to debt, and 10%-15% for free cash
flow to debt.

The B1 ratings on the secured first lien revolver and term loan
are rated the same as the corporate family rating.  The B3 rating
on the secured second lien term loan reflects its contractual
subordination to the first lien facilities, Quintiles' low
tangible asset protection and the possibility that this junior
class of creditors would be significantly impaired in the event of
a distress.

Rating affirmed:

   * Quintiles Transnational Corp. -- B1 corporate family

Ratings affirmed and expected to be withdrawn at the conclusion of
the refinancing:

   * Quintiles Transnational Corp. -- B3 senior subordinated
     notes of $450 million due 2013

   * Pharma Services Intermediate Holding Corp. -- Caa1 discount
     notes of $219 million due 2014

Ratings assigned:

   * Quintiles Transnational Corp.

      -- B1 first lien secured Term Loan B of $900 million;

      -- B1 first lien secured revolving credit facility of $250
         million;

      -- B3 second lien secured Term Loan C of $320 million

Quintiles Transnational Corp., headquartered in Durham, North
Carolina, is a leading global provider of contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies.  The company reported 2004 net revenue
of $1.8 billion.  Quintiles is 99.2% owned by Pharma Services
Intermediate Holding Corp., which is owned by Pharma Services
Holding, Inc.


QUINTUS CORP: Court Confirms Amended Joint Liquidating Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Joint Plan of Liquidation filed by Kurt F. Gwynne, Esq., the
appointed Chapter 11 Trustee, and the Official Committee of Equity
Security Holders in Quintus Corporation and its debtor-affiliates'
chapter 11 cases on Monday, March 6, 2006.

                       Treatment of Claims

Under the Confirmed Modified Plan, claims of Members of the
Settlement Class in the Securities Class Action will be eligible
to receive payments of their allocable share of the proceeds from
the settlement of the Securities Class Action upon compliance with
the requirements of the Notice of the Class Settlement in
accordance with relevant orders and notices in the District Court.  
Unless the Plan is confirmed by the Bankruptcy Court and becomes
effective, nothing in the Plan will be deemed to effect the right
of the parties to the Class Settlement.

Subordinated claims will receive their pro rata share of the
Subordinated Claim Distribution Amount up to the maximum amount
their claims.  Allowed equity interests will receive their pro
rata share of the remaining available cash in exchange for their
allowed interests.  

In accordance with Sec. 510(b) of the Bankruptcy Code, the Allowed
Subordinated Claims will have the same distribution priority as
the Common Stock Interests.  If determination is necessary, the
Subordinated Claim Distribution Amount will be determined on
motion of the Plan Trustee or the Equity Committee.  

As reported in the Troubled Company Reporter on Jan. 20, 2006, on
or after the effective date of the Plan, the chapter 11 Trustee or
the Plan Trustee will continue to liquidate the Debtors' remaining
assets and continue to prosecute the Underwriter Litigation and
the Avaya Litigation.  All net proceeds of that liquidation will
be added to the available cash and used for distribution to
creditors and expenses for the Plan's implementation.

On the effective date, Mustang.com, Inc. and Acuity Corp. will be
merged into Quintus Corp. pursuant to the applicable laws of the
State of Delaware.  All allowed claims against Mustang.com or
Acuity Corp. will become the allowed claims against the estate of
Quintus, the surviving entity after the effective date.

A full-text copy of the Confirmed Joint Plan of Liquidation filed
by the Chapter 11 Trustee and the Official Committee of Equity
Security Holders is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060307215424

Headquartered in Dublin, California, Quintus Corporation,
develops and provides comprehensive electronic customer
relationship management (eCRM) software, applications and
services.  The Company and its affilicates filed for chapter 11
protection on Feb. 22, 2001 (Bankr. D. Del. Case Nos. 01-00501
through 01-00503).  When the Debtors filed for bankruptcy, the
Debtors reported total assets of $72,809,000 and total liabilities
of $31,090,000.  Quintus previously sold substantially all of its
assets for $30 million to Avaya, Inc., in 2001.  Kurt F. Gwynne,
Esq., is the chapter 11 Trustee for the Debtors' estates.  
Kimberly E.C. Lawson, Esq., at Reed Smith LLP represents the
chapter 11 Trustee.


RELIANCE: Liquidator Wants Proceeds from Employers Reinsurance
--------------------------------------------------------------
Deborah F. Cohen, Esq., at Pepper Hamilton LLP, in Philadelphia,
Pennsylvania, relates that Reliance Insurance Company and
Employers Reinsurance Corp. are parties to a reinsurance
agreement.

Between 1988 and 1998, RIC issued several insurance policies to
Gottlieb Health Resources, Inc.  The Policies provided lead
umbrella and excess umbrella hospital professional liability
coverage.  Each Policy was facultatively reinsured with ERC.

As a policyholder, Gottlieb filed several proofs of claim in the
RIC liquidation proceeding:

    -- Claim Nos. 2116411 and 2116412 under Policy Nos. NPB2358231
       and NPB2358232;

    -- Claim No. 2116413 under Policy No. NPB0126944;

    -- Claim Nos. 2116414 and 2116415 under Policy Nos. NPB0126945
       and NPB0126944;

    -- Claim Nos. 2116418 and 2116436 under Policy Nos. NPB0126944
       and NPB0126945;

    -- Claim Nos. 2116419 and 2116428 under Policy Nos.
       NPB0126944 and NPB0126945; and

    -- Claim Nos. 2116421 and 2116470 under Policy Nos. NPB0126945
       and NPB0126944.

Ms. Cohen discloses that instead of submitting its request to
Diane Koken, the Pennsylvania Insurance Commissioner and
Liquidator of RIC, for approval of a direct payment of RIC's
reinsurance proceeds, Gottlieb filed an action against ERC in the
Illinois state court, which was subsequently removed to U.S.
District Court for the Northern District of Illinois.

In the Illinois action, Gottlieb:

    * alleged that RIC was fronting for ERC when it issued
      Gottlieb the Policy and that Gottlieb is a third party
      beneficiary to the Reliance/ERC Reinsurance Agreements, and
      therefore, entitled to direct payment of reinsurance
      proceeds; and

    * argued that ERC is obligated to indemnify its payments on
      Claim No. 2116413, as well as to cover Gottlieb for other
      claims within the policy period.

ERC denies the allegations.

On Dec. 16, 2005, Gottlieb and ERC informed the Illinois
Court of the Liquidator's position that all settlements or
payments by ERC in the Illinois Action for the claims that might
implicate the Policies reinsured by ERC must be made directly to
the RIC Estate.  The parties also indicated that they are
considering whether to continue with the Illinois action or
dismiss it so that the matter can be resolved in the Liquidation
proceeding.

On Jan. 25, 2006, the Illinois Court determined that the
parties are not authorized to settle the case because of RIC's
Liquidation proceeding pending in the state court of
Pennsylvania.

For this reason, the Liquidator asks the Court to declare that
ERC must pay reinsurance proceeds due and owing under the
agreements between ERC and RIC only to the RIC Estate, and not
directly to Gottlieb.  If Gottlieb wishes to receive a direct
payment of RIC's reinsurance proceeds, Gottlieb must:

    -- make a formal request to the Liquidator for her approval
       under the Court's guidelines; and

    -- file any objection to the Liquidator's decision with the
       Court.

According to Ms. Cohen, the Liquidator merely seeks to have the
Court ensure that an asset of the RIC Estate is not improperly
taken from it and that RIC's interest in the reinsurance proceeds
are protected.

The Liquidator also does not seek to have the Court enjoin the
Illinois action.  The Liquidator merely seeks to have the Court
continue to exercise its jurisdiction over the Reliance/ERC
Reinsurance Agreements, Ms. Cohen says.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  The Court confirmed the
Creditors' Committee's Plan of Reorganization on Jan. 25, 2005.
(Reliance Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


RELIANT EMPLOYMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Reliant Employment Group Inc.
        5820 74th Avenue North, Suite 100
        Brooklyn Park, Minnesota 55443
        Tel: (763) 560-0454
        Fax: (763) 560-0450

Bankruptcy Case No.: 06-40322

Type of Business: The Debtor specializes in human resources
                  and provides contract employees for
                  businesses in most industrial sectors.
                  See http://www.reliantone.com/prod1.html

Chapter 11 Petition Date: March 8, 2006

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Steven B. Nosek, Esq.
                  701 4th Avenue South, Suite 300
                  Minneapolis, Minnesota 55415
                  Tel: (612) 335-9171
                  Fax: (612) 333-9220

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                               Claim Amount
      ------                               ------------
   Steven Hoogenakker                          $576,875
   6800 Rachel Ridge Court
   Independence, MN 55359

   Internal Revenue Service                    $441,057
   6200 Shingle Creek Parkway
   Brooklyn Center, MN 55430

   Berkley Risk Administrators Co.             $223,431
   222 South Ninth Street, Suite 1300
   Minneapolis, MN 55459-0143

   Minnesota UC Fund                            $90,876

   Michael Hoogenakker                          $30,855

   FSP 500 Waterford Corp.                      $25,880

   Taylor Made Lawn & Landscape                 $25,000

   Minnesota Department of Revenue              $14,276

   ECM Publishers, Inc.                          $4,622

   Patrick Heyling                               $4,422

   Moss & Barnett                                $4,023

   Olson Printing Inc.                           $3,183

   Healthpartners                                $3,161

   Intellipath                                   $2,470

   Osborne Properties                            $2,310

   HSBC                                          $2,182

   Western National                              $2,146

   Steven L. Schechtman                          $2,114

   Star Tribune                                  $2,067

   AMLCC                                         $1,982


ROMACORP INC: Court Approves $17 Million DIP Loan from Ableco
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Romacorp, Inc., and its debtor-affiliates, to borrow up
to $17,000,000 from Ableco Finance LLC under a new postpetition
financing agreement.

The Debtors tell the Court that the proceeds of the DIP loan will
be used to:

   a) pay off approximately $13.6 million owed to GE Capital
      Franchise Finance Corporation under a secured revolving
      credit facility;

   b) fund certain capital expenditures,

   c) pay general operating, corporate and on-going administrative
      expenses; and

   d) pay the bankruptcy professionals.

To secure repayment of the DIP loans, the Debtors grant Ableco
Finance super-priority administrative expense claim status in each
Debtor's case, subject only to:

   x) the payment of $2.25 million in allowed professional fees
      and disbursements incurred by the Debtors and any official
      committees appointed in these cases; and

   y) the payment of Carve-Out Expenses.

In addition, the Debtors also grant Ableco Finance a first-
priority security interest in and liens on all now owned or
acquired assets and property of the Debtors' estate, real and
personal, including all avoidance actions and all of the stock of
each subsidiary of Romacorp.

Headquartered in Dallas, Texas, Romacorp, Inc., owns and operates
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and  $76,309,000 in total
debts.


ROAMING MESSENGER: Accumulated Deficit Tops $6 Million at Dec. 31
-----------------------------------------------------------------
Roaming Messenger, Inc., delivered its quarterly report for the
three months ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 6, 2006.

For the quarter ending Dec. 31, 2005, the company incurred a net
loss of $395,167, compared to a $562,186 net loss for the same
period of 2004.

The company reported a net working capital deficit of $408,430 at
Dec. 31, 2005, as compared to a net working capital deficit of
$308,364 at June 30, 2005.

At Dec. 31, 2005, the company's balance sheet showed $1,079,770 in
total assets and total liabilities of $1,425,175 resulting in a
$345,405 equity deficit at June 30, 2005.  As of Dec. 31, 2005,
the company had a $6,075,884 accumulated deficit compared to a
$5,171,310 accumulated deficit at June 30, 2005.

A full-text copy of Roaming Messenger's financial statements for
the three months ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?628

                       Going Concern Doubt

Rose, Snyder & Jacobs expressed substantial doubt about
Roaming Messenger's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm pointed to the Company's
recurring losses and negative cash flows from operations.

Headquartered in Santa Barbara, California, Roaming Messenger,
Inc. -- http://www.roamingmessenger.com/-- is the provider of a  
breakthrough mobile messaging technology that delivers a
completely new and better way for government agencies and
corporations to extend information and business processes to the
mobile world.  The company, based in Santa Barbara, California,
has developed a proprietary technology that encapsulates workflow
logic and data into smart software "messengers."  Unlike regular
e-mail and text messages, these messengers are encrypted, and have
the ability to automatically move across wired and wireless
devices, track down recipients, confirm receipt, deliver
interactive content, and transmit real- time responses back to the
sending application.  The Roaming Messenger product is easily
integrated into existing systems.  It serves as a communication
gateway to the mobile world for a variety of applications such as
those used in emergency response, homeland security, logistics,
healthcare, business continuity and financial services.

Roaming Messenger is certified as a member of the BlackBerry(r)
Independent Software Vendor Alliance program and has received
Microsoft(r) Certified for Windows Mobile designation.


SCHLOTZSKY'S INC: Chapter 7 Conversion Hearing Set for Tomorrow
---------------------------------------------------------------
The Honorable Leif M. Clark of the U.S. Bankruptcy Court for the
Western District of Texas will convene a hearing at 9:30 a.m.
tomorrow, March 10, 2006, to consider Jeffrey J. Wooley and John
C. Wooley's request to convert Schlotzsky's, Inc., nka SI
Restructuring, Inc., and its debtor-affiliates' chapter 11 cases
to chapter 7 liquidation proceedings.  

As reported in the Troubled Company Reporter on Jan. 24, 2006, the
Wooleys are secured creditors of SI Restructuring and Schlotzsky's
Franchisor, LLC, an affiliate of the Debtors, pursuant to several
promissory notes, employment agreements and loan agreements.  The
promissory notes are secured by, among other collateral, all of SI
Restructuring and Franchisor's contract rights.  The Wooleys'
total unsecured claims against the Debtors exceed $3 million.

The Wooleys give the Court four reasons in favor of their request:

   1) the Debtors have no on-going operations and virtually no
      revenue, the only remaining employee is the turnaround
      expert retained prior to the bankruptcy filing and there is
      a continuing loss to the estate every month that their cases
      remains in place even with only one employee;

   2) the September Monthly Operating Report (the last operating
      report filed by the Debtors) shows they have incurred over
      $5,211,871 in professional fees and administrative costs and
      they have failed to filed their operating reports since
      then;

   3) the proposed Plan acknowledges that the Debtors have little
      or no source of revenue to meet their current or future
      obligations; and

   4) determining the claim priorities will be less costly if made
      by a chapter 7 trustee and administering the remaining
      assets can be accomplished efficiently in a chapter 7
      liquidation.

The clerk's docket shows no objections to the request to convert
were filed with the Court.   

Headquartered in Austin, Texas, Schlotzsky's, Inc., nka SI
Restructuring, Inc. -- http://www.schlotzskys.com/-- was a   
franchisor and operator of restaurants.  The Debtors filed for
chapter 11 protection on August 3, 2004 (Bankr. W.D. Tex. Case No.
04-54504).  Amy Michelle Walters, Esq., and Eric Terry, Esq., at
Haynes & Boone, LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $111,692,000 in total assets and
$71,312,000 in total debts.  On Dec. 8, 2004, the Court approved
the sale of substantially all of the Debtors' assets to the Bobby
Cox Companies for $28 million.


SCHUFF INTERNATIONAL: Moody's Affirms Caa1 Rating on 10.5% Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the existing Caa1 corporate
family and senior note ratings of Schuff International, Inc. but
revised its outlook to developing from positive after Witherspoon
Acquisition Corp., a wholly owned subsidiary of Witherspoon, Inc.,
announced its intent to acquire all of the outstanding common
shares of Schuff via a tender offer.

Ratings affirmed are:

   * Corporate family rating at Caa1;
   * $74.2 million 10.5% senior notes due 2008 rated Caa1.

The outlook has been changed from positive to developing.

The developing outlook incorporates the uncertainty whether
Witherspoon Acqusition Corp., will be successful in completing the
tender offer that will remain open until March 20, 2006.  Upon the
successful completion of the tender offer, the Schuff family
members will become controlling equity holders of Witherspoon
which intends to refinance Schuff's existing debt.

Moody's will continue to monitor developments during the tender
process and notes that there is a possibility that Moody's will no
longer maintain ratings on Schuff after the tender offer and
acquisition are completed.

Established in 1976 and headquartered in Phoenix, Arizona, Schuff
International, Inc., is a steel fabrication and erection company
that provides a fully integrated range of steel services,
including design, engineering, detailing, joist manufacturing and
erection.  The company's shares are traded on the pink sheets
under the symbol SHFK.


SHURGARD STORAGE: Inks $5 Billion Merger Pact with Public Storage
-----------------------------------------------------------------
Public Storage, Inc. (NYSE and PCX: PSA) and Shurgard Storage
Centers, Inc. (NYSE:SHU) announced Tuesday that their Boards of
Directors approved a definitive merger agreement under which
Public Storage will acquire Shurgard at a total transaction value
of approximately $5 billion.

Under the transaction Public Storage will issue approximately
$8.4 million shares of common stock, will assume approximately
$1.8 billion of Shurgard debt and $136 million of Shurgard
preferred stock will be redeemed.  The transaction is expected to
close by the end of the second quarter 2006.

Under the terms of the merger agreement and upon close of the
transaction, each share of Shurgard common stock will be exchanged
for 0.82 shares of Public Storage common stock, representing a
current value per Shurgard common share of $65.16 based on Public
Storage's close on Monday, March 6, 2006.  This represents a 39%
premium to Shurgard's closing stock price on Friday, July 29,
2005, the last day prior to when Public Storage publicly announced
its proposal to acquire Shurgard.  Upon closing, Shurgard's
shareholders will own approximately 23% of the outstanding shares
of the combined company.

The merger will enhance the size of the nation's largest self-
storage company with a combined total market capitalization of
approximately $18 billion and with ownership interest in over
2,100 facilities in 38 states and seven European nations.

"The combination of Public Storage and Shurgard creates the
largest self-storage company in the world, with significant
operating platforms in both the United States and Europe, and
enhances our prospects for continued growth and improved
profitability," said Ronald L. Havner, Jr., President and Chief
Executive Officer of Public Storage.  

"We are pleased that Shurgard's Board of Directors and management
have recognized the compelling financial and strategic benefits of
this transaction. This transaction provides Shurgard's
shareholders with a substantial premium for their shares and the
opportunity to benefit from participation in the upside potential
of the combined entity. We look forward to creating additional
value for the shareholders of the combined company."

David K. Grant, President and Chief Executive Officer of Shurgard,
stated, "This merger represents a win-win situation for both
Shurgard and Public Storage shareholders.  A few months ago, we
initiated a process to determine the best course of action for our
Company.  After reviewing a number of strategic alternatives, it
is clear that this transaction is the best option to create long-
term value for our shareholders.  There are very few real estate
asset classes that are as scalable as self-storage and none that
benefits as much from economies of scale.  Our combined employees
represent the best and the brightest in the industry with deep
experience in every aspect of the business in eight different
countries. So there is a huge opportunity for these two groups of
employees to benefit from each other's experience and ideas."

Given the geographic overlap of the Public Storage and Shurgard
portfolios, economies of scale are expected in media.  Other
savings are expected to be achieved by reducing duplicate expenses
for Yellow Pages and other advertising, management information
systems and other back-office functions.

Public Storage will retain its headquarters in Glendale,
California.  Dave Grant will remain with the Company at least
through the close of the transaction.  An independent member of
Shurgard's Board of Directors will join the Public Storage Board
of Directors upon closing.

The transaction is subject to customary closing conditions and
regulatory approvals and the majority approval of both companies'
shareholders.  Members of the Hughes family, who collectively own
approximately 36% of Public Storage's outstanding shares, have
agreed to vote their shares in favor of the transaction.  
Similarly, Charles K. Barbo, Chairman of Shurgard, has agreed to
vote his shares in favor of the transaction.

In connection with the transaction, Goldman Sachs is serving as
exclusive financial advisor to Public Storage, and Wachtell,
Lipton, Rosen & Katz is serving as its legal counsel.  Citigroup
Corporate and Investment Banking and Banc of America Securities
LLC are serving as financial advisors to Shurgard, and Willkie
Farr & Gallagher LLP and Perkins Coie LLP are serving as its legal
counsel.

                     About Public Storage Inc.

Headquartered in Glendale, California, Public Storage Inc. --
http://www.publicstorage.com/-- is a real estate investment trust  
engaging in the acquisition, development, ownership, and operation
of self-storage facilities in the United States.  As of March 31,
2005, it had direct and indirect equity interests in 1,471 self-
storage facilities with 89.9 million net rentable square feet
located in 37 states.

               About Shurgard Storage Centers, Inc.

Shurgard Storage Centers, Inc. [NYSE: SHU] --
http://www.shurgard.com/-- is a self-storage real estate  
investment trust (REIT) based in Seattle, Washington.  At March
31, 2005, Shurgard had interests in over 634 properties in the USA
and Europe totaling 40 million net rentable square feet, assets of
$2.9 billion and equity of $879 million.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2005,  
Moody's Investors Service placed Shurgard Storage Centers, Inc.'s  
senior unsecured debt rating of Baa3 and preferred stock rating of  
Ba1 (previously on negative outlook) under review with direction
uncertain.  According to Moody's, the rating actions reflect
Public Storage's proposal for the combination of Public Storage
and Shurgard through a merger.

As reported in the Troubled Company Reporter on Aug. 01, 2005,
Fitch Ratings downgraded these ratings for Shurgard:

   -- Senior unsecured debt to 'BBB-' from 'BBB';
   -- Preferred stock to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative.  Approximately $585 million
of debt and preferred securities are affected by Fitch's action.

The lowering of Shurgard Storage's senior unsecured and preferred
stock ratings reflect a weakening trend in interest coverage
metrics over the past two years to 1.8x as of March 31, 2005.  
This is coupled with the company's progression to 53% debt
leverage as of March 31, 2005 from 43% at the end of 2003.


SHURGARD STORAGE: Public Storage Deal Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed Shurgard Storage Centers, Inc.'s
senior unsecured debt rating of Baa3 and preferred stock rating of
Ba1 under review for upgrade.  According to Moody's, these rating
actions reflect the announcement that Shurgard had agreed to merge
with Public Storage Inc., another self storage REIT.

Public Storage has stated it intends to assume all of Shurgard's
debt and redeem all of its preferred stock.  Moody's noted that
the planned merger would result in Shurgard's creditors becoming
creditors of a much larger, industry-leading, self-storage REIT
with a history of conservative financial management.

A rating upgrade for Shurgard would reflect consummation of the
merger with Public Storage.  Depending upon the nature of support
for Shurgard's bonds, if any, and the outcome of Moody's review
for upgrade of Public Storage's own rating, Shurgard's bonds could
be upgraded several notches.  

A negative rating action for Shurgard, ranging from a negative
outlook to downgrade, could occur should the merger not be
undertaken and Shurgard decide to pursue other strategic
alternatives such as a leveraged sale or recapitalization.

Moody's last rating action for Shurgard took place on Aug. 1,
2005, at which time its ratings were placed under review with
direction uncertain.

These ratings were placed under review for upgrade:

   Issuer: Shurgard Storage Centers, Inc.

      * Senior unsecured debt at Baa3;
      * senior unsecured debt shelf at (P)Baa3;
      * preferred stock at Ba1; and
      * preferred stock shelf at (P)Ba1.

Shurgard Storage Centers, Inc., is a self-storage real estate
investment trust headquartered in Seattle, Washington, USA.  At
Sept. 30, 2005, Shurgard had interests in over 644 properties in
the USA and Europe, with assets of $2.9 billion and equity of
$814 million.


SOUTHERN UNION: Completes $1.6B Purchase of Sid Richardson Energy
-----------------------------------------------------------------
Southern Union Company (NYSE: SUG) has completed the acquisition
of the Sid Richardson Energy Services business.  The acquired
business will be known as Southern Union Gas Services.

The $1.6 billion acquisition was funded through a bridge loan,
which the company expects to retire with proceeds from various
asset dispositions and debt and equity.  To help finance the
acquisition, Southern Union announced earlier this year that it
has entered into agreements to sell its PG Energy distribution
division in Pennsylvania to UGI Corporation for $580 million and
the Rhode Island assets of its New England Gas Company division
to National Grid USA for $575 million, less assumed debt of
$77 million.  Both sales are expected to close by the end of the
third quarter.

"We welcome the Southern Union Gas Services employees and
customers to the Southern Union family," George L. Lindemann,
chairman, president and CEO of Southern Union said.  "We believe
this acquisition will be immediately accretive to our earnings,
and we will now focus on the successful integration of these
assets into Southern Union Company."

"The closing of this acquisition demonstrates Southern Union's
ongoing transformation into a higher return business with
significant growth opportunities," said Eric D. Herschmann, senior
executive vice president of Southern Union.

The acquired assets include approximately 4,600 miles of natural
gas and natural gas liquids pipelines in the Permian Basin, fully
integrated North and South systems connected by a high-pressure
pipeline, four active cryogenic plants and six active natural gas
treating plants.  

The primary activities of Southern Union Gas Services include
connecting wells of natural gas producers to its gathering system,
treating natural gas to remove impurities to meet pipeline quality
specifications, processing natural gas for the removal of natural
gas liquids, transporting natural gas and redelivering natural gas
and natural gas liquids to a variety of markets.  

Primary customers include power generating companies, utilities,
energy marketers and industrial users located in the southwestern
United States.  Southern Union Gas Services will remain based in
Fort Worth, Texas.

Southern Union Company -- http://www.sug.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50% interest in and operates the
CrossCountry Energy pipelines, which include 100% of Transwestern
Pipeline Company and 50% of Citrus Corp.  Citrus Corp. owns 100%
of the Florida Gas Transmission pipeline system.  Southern Union's
pipeline interests operate approximately 18,000 miles of
interstate pipelines that transport natural gas from the San Juan,
Anadarko and Permian Basins, the Rockies, the Gulf of Mexico,
Mobile Bay, South Texas and the Panhandle regions of Texas and
Oklahoma to major markets in the Southeast, West, Midwest and
Great Lakes region.  Through its local distribution companies,
Missouri Gas Energy, PG Energy and New England Gas Company,
Southern Union also serves approximately one million natural gas
end-user customers in Missouri, Pennsylvania, Rhode Island and
Massachusetts.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service confirmed the Baa3 senior unsecured debt
ratings of Southern Union Company with negative outlook and its
transportation and storage subsidiary, Panhandle Eastern Pipe Line
Company, LLC, with stable outlook.  This rating action concludes
the review for possible downgrade initiated on December 19, 2005
following the company's announcement to acquire Sid Richardson
Energy Services Co., a gas gathering and processing company based
in Fort Worth, Texas, for $1.6 billion.

Confirmed Ratings are:

   * Southern Union Company -- Baa3 senior unsecured debt; Baa3
     corporate family rating.

   * Southern Union Company -- Ba2 non-cum. perpetual preferred
     securities.

   * Panhandle Eastern Pipe Line Company, LLC -- Baa3 senior
     unsecured debt.


STELCO INC: Wants Court Nod to Issue Secured Floating Rate Notes
----------------------------------------------------------------
Stelco Inc. (TSX:STE) will seek an Order of the Superior Court of
Justice (Ontario) in connection with the issuance of New Secured
Floating Rate Notes under its approved Companies' Creditors
Arrangement Act restructuring plan.  The motion is scheduled to be
heard today, March 9, 2006.

In connection with the Court-approved reorganization of Stelco's
corporate structure under the Canada Business Corporations Act, it
is contemplated that each of the new limited partnerships will
guarantee Stelco's payment and performance in connection with the
FRNs, and will provide security for those guarantees.

The Order being sought, if granted, will approve the terms and
conditions of the issuance and exchange of the FRNs and other
securities, expressly including all guarantees of Stelco's or
another obligor's payment and performance in respect of the FRNs,
and will declare that those terms and conditions are fair to the
affected creditors, in a manner similar to the approval in the
sanction order.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  The company is currently in
the final stages of a Court-supervised restructuring.  This
process is designed to establish the Company as a viable and
competitive producer for the long term.  The new Stelco will be
focused on its Ontario-based integrated steel business located in
Hamilton and in Nanticoke.  These operations produce high quality
value-added hot rolled, cold rolled, coated sheet and bar
products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until Mar. 31, 2006.


TENET HEALTHCARE: Reports $286 Million 2005 Fourth Qtr. Net Loss
----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported a $286 million
net loss for its fourth quarter ended Dec. 31, 2005.  This
compares to a $2.187 billion net loss in the fourth quarter of
2004.

The net loss for the fourth quarter of 2005 includes a loss from
continuing operations of $251 million, compared to a net loss of
$1.712 billion, in the fourth quarter of 2004.

The loss from continuing operations in the fourth quarter of 2005
included eight items with an adverse aggregate net impact of
$197 million after-tax.  Loss from discontinued operations in the
fourth quarter of 2005 was $19 million, compared to a loss of
$475 million, in the fourth quarter of 2004.

In addition, the Company recorded a $16 million charge, net of tax
benefit and related valuation allowance substantially related to
estimated future asset retirement liabilities associated with
asbestos, which was recorded as of Dec. 31, 2005, as a cumulative
effect of a change in accounting principle associated with the
adoption of a new accounting standard.

"Tenet achieved another strong quarter of improved pricing and
tight cost control strengthening the foundation of our business as
we enter 2006," Trevor Fetter, president and chief executive
officer said.  "Despite this considerable progress on the pricing
and cost fronts, our results for the fourth quarter and full year
2005 were adversely impacted by continuing declines in patient
volumes and stubbornly high levels of bad debt expense.  We
believe our ability to successfully reverse this volume erosion is
limited by the continuing overhang of government litigation and
investigation issues.  The resolution of these issues remains
among our highest priorities."

"We have received increasing recognition of our investments in
clinical quality in recent months," Reynold Jennings, chief
operating officer said.  "We are very pleased by the market's
growing recognition of our advances in clinical quality which has
been a major area of strategic focus over the last three years."  

"Cash flow from operations, prior to capital expenditures, in the
fourth quarter was $78 million," Timothy Pullen, executive vice
president and interim chief financial officer said.  "Operating
performance improvement in the fourth quarter was constrained as
Compact-adjusted bad debt expense remained high at 14.7%.  This
level of bad debt reflects continuing high levels of uninsured
patients being treated within our emergency departments and was
also negatively affected by our gulf coast hospitals impacted by
Hurricane Katrina."

                             Revenues

Net operating revenues for same-hospital operations were
$2.253 billion in the fourth quarter of 2005, a decrease of
$4 million, or 0.2%, as compared to $2.257 billion in the fourth
quarter of 2004.  Patient discounts provided under the Compact
with Uninsured Patients reduced same-hospital net operating
revenues in the fourth quarter of 2005 and 2004 by $209 million
and $127 million, respectively.

If the discounts under the Compact were added back to net
operating revenues, it would have produced a non-GAAP measure of
Compact-adjusted net operating revenues for the fourth quarter of
2005 of $2.462 billion, which would be an increase of $78 million
or 3.3% compared to same-hospital Compact-adjusted net operating
revenues of $2.384 billion for the fourth quarter of 2004.

Tenet initiated the implementation of the Compact in June, 2004.
The Compact was fully implemented in all the hospitals with the
initiation of Compact discounts in Texas on Sept. 1, 2005.

Under the Compact, discounts are provided to uninsured patients at
managed care-style rates established by each hospital.  The
Compact discount offered to an uninsured patient is recognized as
a contractual allowance, which reduces net operating revenues at
the time the account is recorded.  Prior to implementing these
discounting provisions under the Compact, the vast majority of
these discounts was ultimately recognized to be uncollectible and,
as a result, was then recorded in our provision for doubtful
accounts.

The Company had $4.8 billion in total debt at Dec. 31, 2005,
unchanged from total debt on Sept. 30, 2005.  Net debt, a non-GAAP
measure defined as total debt less cash and cash equivalents, was
$3.4 billion at Dec. 31, 2005, as compared to $3.3 billion at
Sept. 30, 2005.

         Restatement of Prior Period Financial Statements

The Company has filed an 8-K with the Securities and Exchange
Commission regarding additional adjustments to the restatement of
prior period financial statements arising out of the previously
disclosed independent accounting investigation.

As a result of the impact of these additional adjustments on 2004
results, the company recorded audit differences that were
previously deemed immaterial for 2004, which will result in the
Company restating all of its previously reported 2005 quarterly
financial statements due to the effect of the 2004 differences on
2005 quarterly periods.

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                            *   *   *

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service affirmed the ratings of Tenet Healthcare
Corporation following recent announcements by the company,
including the restatement of previously reported financial
statements.  The outlook for the ratings remains negative.  
Moody's also affirmed the speculative grade liquidity rating at
SGL-4.

The affirmation of the ratings reflects Moody's belief that the
announced restatement of prior period financial results does not
materially affect factors considered by Moody's in determining the
rating as considered in Moody's Global For-Profit Hospital
Industry Rating Methodology.  More specifically, Moody's expects
the company to maintain metrics, which when aggregated and
weighted in accordance with the methodology, will remain
consistent with its B3 rating.


UNITED RENTALS: Appoints Martin E. Welch as Executive VP & CFO
--------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) appointed Martin E. Welch as its
executive vice president and chief financial officer, effective
immediately.  Mr. Welch has served in an interim capacity since
September.

Wayland Hicks, chief executive officer, said, "Immediately upon
joining us in 2005, Marty Welch delivered strong financial
leadership.  His talents for establishing robust finance
organizations and effective controls continue to be crucial as we
work expeditiously to complete our financial statements for 2004
and 2005."

Mr. Welch has spent more than three decades in financial
management for public and private companies.  Prior to United
Rentals, he most recently served as director and business advisor
to the private equity firm, York Management Services.  Mr. Welch
joined Kmart Corporation as chief financial officer in 1995 and
served in that capacity until 2001.  During that time, he was
instrumental in restructuring the company's balance sheet and
strengthening all aspects of the financial operations, including
the successful redeployment of financial resources in support of
company goals.

Mr. Welch served as chief financial officer for Federal-Mogul
Corporation from 1991 until 1995.  He held various finance
positions at Chrysler Corporation from 1982 to 1991, including
chief financial officer for Chrysler Canada.

Mr. Welch began his career in 1970 at Arthur Young (now Ernst &
Young), and is a certified public accountant.  He currently serves
on the boards of York portfolio companies Northern Group Retail
Ltd. and Popular Club Plan.  He holds a Bachelor of Science degree
in accounting and a Masters of Business Administration in finance,
both from the University of Detroit Mercy, where he also serves as
a member of the Board of Trustees.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the   
largest equipment rental company in the world, with an integrated
network of more than 740 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 13,500 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.96 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Connecticut.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2006,
Standard & Poor's Ratings Services lowered its ratings on
equipment rental company United Rentals (North America) Inc. and
its parent United Rentals Inc., including the corporate credit
ratings on the two companies, which fell to 'BB-' from 'BB'.

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Moody's Investors Service confirmed the ratings of United Rentals
(North America) Inc. and its related entities; Corporate Family
Rating at B2 and Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative. The confirmation concludes a review
for possible downgrade that was initiated on July 14, 2005 related
to risks associated with ongoing accounting investigations at the
company.


USG CORP: Financial Projections Underpinning Chapter 11 Plan
------------------------------------------------------------
To demonstrate the feasibility of their plan of reorganization,
USG Corporation and its debtor-affiliates prepared financial
projections reflecting expected consolidated results of
operations, financial position and cash flows for the years ending
December 31, 2006 and 2007.

The Projections assume the Debtors' Plan will become effective
June 30, 2006.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &  
Finger, in Wilmington, Delaware, actual financial results could
differ significantly from projected results because events and
circumstances frequently do not occur as expected.

Mr. DeFranceschi illustrates that the Projections were prepared
under two scenarios:

   (1) "No FAIR Act"

       The FAIR Act is not enacted and made law by the Trigger
       Date, or is enacted but held unconstitutional, therefore,
       the Debtors would be obligated to make payments under the
       Contingent Payment Note to the Asbestos Personal Injury
       Trust.  The Trigger Date under the Plan is the date that
       is 10 days after final adjournment of the 109th Congress
       of the United States.

   (2) "With FAIR Act"

       The FAIR Act is enacted and made law by the Trigger Date
       and is not held unconstitutional, therefore, the Debtors'
       obligations under the Contingent Payment Note would be
       cancelled.

While the Debtors believe the assumptions and estimates to be
reasonable, no assurance exists that those will ultimately be
realized.

                         USG Corporation
         Unaudited Projected Consolidated Balance Sheets
                        As of December 31
                         ($ in millions)

                                No FAIR Act      With FAIR Act
                              ---------------   ---------------
                               2006     2007     2006     2007
                              ------   ------   ------   ------
ASSETS
Current assets:
Cash and cash equivalents       $350     $350   $1,383   $1,895
Accounts receivable, net         488      498      488      498
Inventories                      337      350      337      350
Income taxes receivable          880      200      249        6
Deferred income taxes              1        1        1        1
Other current assets             203      194      203      194
                              ------   ------   ------   ------
Total current assets           2,259    1,593    2,661    2,944
                              ------   ------   ------   ------
Property, plant and
   equipment, net              2,244    2,526    2,244    2,526
Deferred income taxes            482       53    1,108        -
Other assets                     265      265      265      265
                              ------   ------   ------   ------
Total assets                  $5,250   $4,437   $6,278   $5,735
                              ======   ======   ======   ======

LIABILITIES AND STOCKHOLDERS'
   EQUITY
Current liabilities:
Accounts payable                $299     $310     $299     $310
Accrued expenses                 336      334      336      334
Short-term debt                1,150        -    3,050        -
Deferred income taxes              5        3        5        3
Income taxes payable              38       38       38       38
Total current liabilities      1,828      685    3,728      685
Long-term debt                 1,118    1,021      240      240
Deferred income taxes             28       28       28      112
Other liabilities                687      687      687      687
Stockholders' equity           1,589    2,016    1,595    4,011
                              ------   ------   ------   ------
Total liabilities and
   stockholders' equity       $5,250   $4,437   $6,278   $5,735
                              ======   ======   ======   ======

                         USG Corporation
      Unaudited Projected Consolidated Statement of Earnings
                     Years Ended December 31
                         ($ in millions)

                                No FAIR Act      With FAIR Act
                              ---------------   ---------------
                               2006     2007     2006     2007
                              ------   ------   ------   ------
Net sales                     $5,475   $5,668   $5,475   $5,668
Cost of products sold          4,313    4,458    4,313    4,458
Gross profit                   1,162    1,210    1,162    1,210
Selling and administrative
   expenses                      397      409      397      409
Adjusted operating profit        765      801      765      801
Reversal of provision for
   asbestos claims                 -        -        -   (3,050)
Chapter 11 reorg expenses         28        -       28        -
                              ------   ------   ------   ------
Operating profit                 737      801      737    3,851
Interest expense                 494      121      494       26
Interest income                  (14)     (14)     (25)     (63)
Income taxes                      99      267      104    1,472
                              ------   ------   ------   ------
Net earnings                     158      427      164    2,416
                              ------   ------   ------   ------
EBITDA                          $897     $944     $897     $944
                              ======   ======   ======   ======

                         USG Corporation
     Unaudited Projected Consolidated Statement of Cash Flows
                     Years Ended December 31
                         ($ in millions)

                                No FAIR Act      With FAIR Act
                              ---------------   ---------------
                               2006     2007     2006     2007
                              ------   ------   ------   ------
EBITDA                          $897     $944     $897     $944
Gross reorganization fees        (40)       -      (40)       -
Working capital increase         (36)     (15)     (36)     (15)
Interest received (paid)          33      (97)      44       47
Income taxes refunded (paid)     (32)     840      (32)     (39)
Capital expenditures            (430)    (425)    (430)    (425)
                              ------   ------   ------   ------
Cash from operations             392    1,247      403      512
Rights Offering proceeds       1,800        -    1,800        -
Payments to Asbestos
   Personal Injury Trust      (2,800)  (1,150)    (900)       -
Payments to unsecured
   creditors                  (1,365)       -   (1,365)       -
Administrative and priority
   claims                       (132)       -     (132)       -
Debt borrowings (repayment)      878      (97)       -        -
                              ------   ------   ------   ------
Cash used for restructuring
   activities                 (1,619)  (1,247)    (597)       -
                              ------   ------   ------   ------
Beginning cash                 1,577      350    1,577    1,383
                              ------   ------   ------   ------
Ending cash                     $350     $350   $1,383   $1,895
                              ======   ======   ======   ======

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., Gus Kallergis, Esq., Brad B.
Erens, Esq., Michelle M. Harner, Esq., Mark A. Cody, Esq., and
Daniel B. Prieto, Esq., at Jones Day represent the Debtors in
their restructuring efforts.  Lewis Kruger, Esq., Kenneth
Pasquale, Esq., and Denise Wildes, Esq., represent the Official
Committee of Unsecured Creditors.  Elihu Inselbuch, Esq., and
peter Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered,
represent the Official Committee of Asbestos Personal Injury
Claimants.  Martin J. Bienenstock, Esq., Judy G. Z. Liu, Esq.,
Ralph I. Miller, Esq., and David A. Hickerson, Esq., at Weil
Gotshal & Manges LLP represent the Statutory Committee of Equity
Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.


USG CORP: Registers 38,700,000 Common Shares for Rights Offering
----------------------------------------------------------------
USG Corporation (NYSE:USG) filed a Registration Statement with the
Securities and Exchange Commission for its previously announced
$1.8 billion rights offering.

USG expects to raise $1.8 billion in new equity funding through a
rights offering to the Company's stockholders.  For each share of
common stock outstanding on the record date of the rights offering
(which has not yet been determined), the stockholder as of that
date will receive a right to purchase one new USG common share at
a price of $40.

USG Corporation registered 38,742,221 shares of common stock, par
value $0.10 per share, and a corresponding amount of rights to
purchase the common stock.

USG expects the aggregate gross proceeds from the exercise of the
maximum number of rights that may be issued pursuant to the
registration statement to be $1,549,688,840.

USG paid $165,817 registration fee.

As previously reported, Berkshire Hathaway Inc., USG's largest
stockholder, has agreed to purchase, at $40 per share, all of the
shares of common stock that are not issued pursuant to the
exercise of rights in the rights offering, up to a total
commitment of $1.8 billion.

USG paid Berkshire Hathaway a $67 million commitment fee.  The
commitment of Berkshire Hathaway is subject to the satisfaction
of specified conditions.

Berkshire Hathaway beneficially owns 6,500,000 shares, or 14.56%,
of USG's outstanding common stock.

A full-text copy of USG's Registration Statement is available at
no charge at http://ResearchArchives.com/t/s?639

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., Gus Kallergis, Esq., Brad B.
Erens, Esq., Michelle M. Harner, Esq., Mark A. Cody, Esq., and
Daniel B. Prieto, Esq., at Jones Day represent the Debtors in
their restructuring efforts.  Lewis Kruger, Esq., Kenneth
Pasquale, Esq., and Denise Wildes, Esq., represent the Official
Committee of Unsecured Creditors.  Elihu Inselbuch, Esq., and
peter Van N. Lockwood, Esq., at Caplin & Drysdale, Chartered,
represent the Official Committee of Asbestos Personal Injury
Claimants.  Martin J. Bienenstock, Esq., Judy G. Z. Liu, Esq.,
Ralph I. Miller, Esq., and David A. Hickerson, Esq., at Weil
Gotshal & Manges LLP represent the Statutory Committee of Equity
Security Holders.  Dean M. Trafelet is the Future Claimants
Representative.  Michael J. Crames, Esq., and Andrew A. Kress,
Esq., at Kaye Scholer, LLP, represent the Future Claimants
Representative.  Scott Baena, Esq., and Jay Sakalo, Esq., at
Bilzen Sumberg Baena Price & Axelrod LLP, represent the Asbestos
Property Damage Claimants Committee.  When the Debtors filed for
protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts.


VERILINK CORP: Incurs $3.5 Mil. Net Loss in Quarter Ended Dec. 30
-----------------------------------------------------------------
Verilink Corporation delivered its quarterly report on Form 10-Q
for the quarterly period ended Dec. 30, 2005, to the Securities
and Exchange Commission on Feb. 21, 2006.

The Company reported $3,584,000 of net income on $10,769,000 of
net revenues for the quarter ending Dec. 30, 2005, compared to
$2,159,000 of net income on $13,266,000 of net revenues for the
quarter ending Dec. 31, 2004.

The company's principal source of liquidity included $1,031,000
of unrestricted cash and cash equivalents.  

As of Dec. 30, 2005, the company had an accumulated deficit
of $77,574,000 compared to $72,219,000 for the quarter ending
Dec. 31, 2004.

A full-text copy of Verilink Corporation's financial statements
for the quarter ended Dec. 30, 2005, is available for free at
http://researcharchives.com/t/s?631

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Ehrhardt Keefe Steiner & Hottman PC of Denver, Colorado, expressed
substantial doubt about Verilink Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended July 1, 2005.  The auditing
firm cites the Company's working capital deficiency, operating
loss and negative cash flow from operations.

Verilink Corporation -- http://www.verilink.com/-- is a leading  
provider of next-generation broadband access solutions for today's
and tomorrow's networks.  The company develops, manufactures and
markets a broad suite of products that enable carriers (ILECs,
CLECs, IXCs, and IOCs) and enterprises to build converged access
networks to deliver cost-effective next-generation communications
services to their end customers.  The company's products include a
complete line of VoIP, VoATM, VoDSL and TDM-based integrated
access devices (IADs), optical access products, wireless access
devices, and bandwidth aggregation solutions including CSU/DSUs,
multiplexers and DACS.  The company also provides turnkey
professional services to help carriers plan, manage and accelerate
the deployment of new services. Verilink is headquartered in
Centennial, CO (metro Denver area) with operations in Madison, AL
and Newark, CA and sales offices in the U.S. and Europe.


VISIPHOR CORP: Receives $246,375 from Private Equity Placement
--------------------------------------------------------------
Visiphor Corporation (OTCBB: VISRF; TSX-V: VIS; DE: IGYA) has
completed a follow-on private placement on the same terms as its
brokered private placement that was completed in December 2005.

This latest private placement consists of 600,000 units at a price
of CDN$0.45 per Unit, for gross proceeds of CDN$270,000.  Each
Unit is comprised of one common share and one-half of one
transferable common share purchase warrant, each Warrant entitling
the holder to purchase one additional common share at the price of
CDN$0.50 per share on or before March 2, 2007.  

The securities will be subject to a four-month hold period that
expires on July 2, 2006.  The net proceeds to the Corporation,
less cash finders' fees of $23,625, were CDN$246,375.

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 24, 2005,
KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.


WILLIAMS COMPANIES: Fitch Puts BB Unsecured Debt Rating on Watch
----------------------------------------------------------------
The Williams Companies, Inc.'s outstanding 'BB' senior unsecured
debt and Issuer Default Rating have been placed on Rating Watch
Positive by Fitch Ratings.  Also placed on Rating Watch Positive
are:

   * the 'BB+' senior unsecured debt; and

   * IDRs of WMB's two pipeline issuing subsidiaries:

     -- Northwest Pipeline Corp., and
     -- Transcontinental Gas Pipe Line Corp.

Approximately $7.0 billion of outstanding debt securities are
affected.  Williams Production RMT Co.'s ('BB-' IDR, Stable Rating
Outlook) outstanding ratings and outlook remain unchanged.

The rating action acknowledges the significant progress WMB has
made toward achieving its stated debt reduction goals and reducing
overall credit risk.  Since year-end 2002, WMB has paid down more
than $6.0 billion of debt, primarily utilizing cash raised from
asset sales to fund scheduled debt maturities, tender offers and
open market purchases.  

At the same time, WMB continues to expand the cash flow production
of its retained integrated natural gas businesses, effectively
offsetting a substantial portion of income forfeited under asset
sales.  Based on preliminary year-end 2005 results, consolidated
leverage measures continued to strengthen relative to WMB's
current ratings with total debt-to-EBITDA falling below 4.0x.

In the coming weeks, Fitch expects to conduct a detailed
assessment of WMB's credit profile and business risk position.
Given the long natural gas position embedded in WMB's exploration
and production segment and certain aspects of the midstream
business, a key component of the review will be an analysis of
WMB's prospective financial performance under more conservative
gas price assumptions.  

In addition, Fitch will re-evaluate the underlying risk embedded
in WMB's 7,700 megawatt power contract portfolio and the extent
that recently executed offtake agreements and other hedging
activity has reduced the imputed debt associated with WMB's off
balance sheet contractual obligations.


WORLD HEALTH: Taps Powell Goldstein as Special Corporate Counsel
----------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Powell Goldstein LLP as their special litigation and
corporate counsel.

The Debtors selected Powell Goldstein  as their special counsel
because of the firm's recognized expertise and its knowledge of
their businesses and financial affairs.

Powell Goldstein will:

     a) handle general corporate, regulatory and SEC-related
        matters;

     b) handle existing investigations involving the SEC, the DOJ
        and other regulatory, investigative and prosecutorial  
        entities;

     c) represent World Health in an existing securities
        litigation; and

     d) perform other necessary and appropriate legal services.

Powell Goldstein's current hourly rates are:

      Designation                      Hourly Rate
      -----------                      -----------         
      Associates, Partners and
      Counsel                          $300 to $575

      Project Assistants and
      Paralegals                        $95 to $205

Clayton Robert Barker, III, Esq., leads the engagement and assures
the Bankruptcy Court that he, his partners and Powell Goldstein
are disinsterested.  Mr. Barker discloses that the Firm received
$788,000 in the year prior to World Health's bankruptcy filing and
received an additional $100,000 retainer prior to the Petition
Date.     

Powell Goldstein LLP -- http://www.pogolaw.com/-- is one of  
Atlanta's largest law firms.  Established in 1909, the Firm's
approximately 300 attorneys provide legal counsel to clients in a
wide variety of practices from offices in Atlanta, Georgia and
Washington, DC.

Mr. Barker can be reached at:

           Clayton Robert Barker, III, Esq.
           Powell Goldstein LLP
           One Atlantic Center - Fourteenth Floor
           1201 West Peachtree Street, NW
           Atlanta, GA 30309-3488
           Phone: 404.572.6600
           Fax: 404.572.6999

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: Wants to Employ Rinder Inc. as Consultant
-------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Rinder, Inc., as a consultant.  

The Debtors' former chief executive officer resigned on Aug. 15,
2005, and their former chief financial officer resigned on
Aug. 24, 2005.  Because of these events, the Debtors retained
Mark B. Rinder to provide consulting and advisory services to the
Debtors.

Mr. Rinder, in his individual capacity, provided those services to
the Debtors.  On Dec. 29, 2006, Mr. Rinder incorporated Rinder,
Inc.  The Debtors' engagement of Mr. Rinder as an individual was
terminated and the Debtors want to employ the Firm under the same
terms and conditions they had with Mr. Rinder.

Rinder, Inc., will:

   (a) assist the Board of Directors with various day to day
       business decisions;

   (b) assist the Chief Restructuring Officer, who is working for
       the Board of Directors;

   (c) provide assistance to the Restructuring Officer; and

   (d) perform other services for the Debtors as necessary and
       appropriate.

Mr. Rinder disclosed that the Firm received a $10,000 retainer.  
A portion of the retainer has already been applied to the Firm's
expenses incurred before the Debtors' bankruptcy filing.  

Mr. Rinder will be paid $225 per hour.  His compensation will be
paid weekly.

Mark Rinder has substantial experience in advising companies
regarding operational and financial issues.  Mr. Rinder was
Executive Vice President, Finance and Chief Financial Officer of
Atlanta-based Chamberlain Edmonds.  In addition, Mr. Rinder also
served as Senior Vice President, Finance and Chief Financial
Officer of Club Med, Inc., based in Coral Gables, Florida, and
Chief Financial Officer of AirTran Airways in Orlando, Florida.

Mr. Rinder assures the Court that he and his Firm do not represent
any interest adverse to the Debtors or their estates and are
disinterested as that term is defined in Section 101(14) of the
U.S. 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.


WYNN LAS VEGAS: $900 Mil. Macau Sale Prompts Moody's Rating Review
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Wynn Las Vegas,
LLC, on review for possible upgrade following the company's
announcement of the sale of a sub-concession in the Macau Special
Administrative Region of the People's Republic of China to
Publishing and Broadcasting Limited for $900 million.  

The sub-concession grants PBL the opportunity to own and operate
hotel casino resorts in Macau.  The transaction is subject to
Macau government approval.

Although the sale of the sub-concession does not directly improve
Wynn Las Vegas, the borrowing entity responsible for the rated
debt, the increased liquidity and financial flexibility resulting
to Wynn Resorts, Limited from the sale could have an indirect
positive impact on Wynn Las Vegas, depending on how the net
proceeds from the are ultimately used.  

Separately, Wynn Las Vegas is currently planning its $1.4 billion
Encore development, although the budget and financing method has
not yet been finalized, and formal approval for the project has
not yet been received.  Also, Wynn Resorts, Limited is currently
in the process of constructing Wynn Macau.

These Wynn Las Vegas ratings were placed on review for possible
upgrade:

   * $600 million senior secured revolver due 2009 - B2;
   * $400 million senior secured term loan due 2011 - B2;
   * $1.3 billion 6.625% first mortgage notes due 2014 - B2; and
   * $9.7 million second mortgage notes due 2010 - B3.

Wynn Las Vegas, LLC owns and operates the Wynn Las Vegas hotel and
casino resort on the Las Vegas Strip, which opened in April 2005.  
Wynn Las Vegas, LLC is a wholly owned subsidiary of Wynn Resorts,
Limited.


* Cadwalader Strengthens Financial Restructuring Practice
---------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has promoted Jason Cohen and Matthew
Weber to Special Counsel and has hired Kathryn Turner as Special
Counsel, all in the firm's Financial Restructuring Department in
New York.

"These outstanding individuals have the experience and knowledge
needed to assist our clients with their complex workout,
restructuring and bankruptcy needs," stated Bruce R. Zirinsky,
Chairman of Cadwalader's Financial Restructuring Department.  Each
adds great value to the scope of our representation.  We very much
look forward to their future contributions to the firm."

Jason Cohen focuses his practice on representing debtors,
individual creditors, and official and unofficial creditors'
committees in all aspects of Chapter 11 bankruptcy cases and
out-of-court financial restructurings.  He currently represents
Pfizer Inc. in connection with the chapter 11 case of Quigley
Company, Inc., and Pharmacia Corporation in connection with the
chapter 11 case of Solutia Inc.  

He has recently represented the bondholder or creditors committees
of Arch Wireless Communications, Florida Coast Paper Holding Co.,
Grove Worldwide, Pathmark Stores, Inc., RSL Communications, Ltd.,
TransTexas Gas Corp., and Winstar Communications.  

He also represented:

   -- Burger King Corporation in connection with the restructuring
      of a number of its franchisees;

   -- certain Glencore International AG subsidiaries in connection
      with their restructuring of an Australian mine; and

   -- Geneva Steel Company in its bankruptcy.  

Mr. Cohen received his Bachelor of Arts from the University of
Connecticut in 1993, and his Juris Doctor from Brooklyn Law School
in 1997.  He is admitted to practice before the Third Circuit
Court of Appeals, the United States District Court for the
Southern District of New York and in the State of New York.  Mr.
Cohen is a Contributing Editor to the American Bankruptcy
Institute Journal.

Kathryn Turner joins Cadwalader from Weil, Gotshal & Manges, LLP.  
Her practice covers all aspects of domestic and international debt
restructurings as well as crisis management, corporate governance
and the sale and acquisition of troubled companies.  

Ms. Turner has extensive experience representing large public and
non-public companies, secured and unsecured creditors, bondholders
and sophisticated financial institutions and funds in out-of-court
restructurings, prepackaged and prearranged bankruptcies,
contested workouts, distressed M&A transactions and traditional
chapter 11 cases.  

Ms. Turner has extensive litigation experience and has developed
special expertise in advising companies, boards and financial
creditors in connection with complex mass tort bankruptcies.  Ms.
Turner received her B.A. from Queens University and her LL.B. from
the University of Toronto Law School.  Following law school she
served as a law clerk for the late Honorable Joseph F. McDonald of
the Canadian Federal Court of Appeals.  Ms. Turner is admitted to
practice before the United States District Courts for the Southern
and Eastern Districts of New York.

Matthew Weber concentrates his practice in the areas of bankruptcy
and financial restructurings, including Chapter 11 reorganizations
and liquidations, out of court restructurings, and insolvency
proceedings.  He also has experience in asset-based financing
transactions, both in traditional and bankruptcy-related
transactions.  

Mr. Weber has represented creditors and official and unofficial
creditors' committees, and lenders and purchasers of assets and
securities in transactions involving companies such as American
Media, Legerity, American Restaurant Group, Motor Coach
Industries, Milacron, Protection One, Viasystems, Railworks,
Advanced Glassfiber Yarns, Pacific Gas & Electric, Dictaphone
Corporation, Florida Coast Paper, Golden Ocean Group, CHS
Electronics, Planet Hollywood International, Southern Pacific
Funding, Hechinger, Cityscape, Alliance Entertainment, and
Adirondack Recycling.  

Mr. Weber received his undergraduate degree from the University of
California at Los Angeles, his law degree from the University of
San Francisco School of Law, where he was a member of the
University of San Francisco Law Review, and an LL.M. degree from
New York University.  Prior to joining Cadwalader, he was a law
clerk for the United States Bankruptcy Court for the District of
Arizona.  

Mr. Weber is admitted to practice in New York and California, as
well as before the United States District Courts for the Southern
and Eastern Districts of New York and the Central District of
California.

Established in 1792, Cadwalader, Wickersham & Taft LLP --
http://www.cadwalader.com/-- is one of the world's leading  
international law firms, with offices in New York, London,
Charlotte, Washington and Beijing.  Cadwalader serves a diverse
client base, including many of the worlds top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in antitrust,
banking, business fraud, corporate finance, corporate governance,
environmental, healthcare, insolvency, insurance and reinsurance,
litigation, mergers and acquisitions, private client, private
equity, real estate, securities and financial institutions
regulation, securitization, structured finance, and tax.


* Charles McLendon Appointed President of Primus Asset Management
-----------------------------------------------------------------
Primus Guaranty, Ltd. (NYSE: PRS) reported that Charles McLendon
has joined the company as President of Primus Asset Management.

In this newly created position, Mr. McLendon will oversee and
drive the build out of the company's asset management business.   
Mr. McLendon will report to Thomas Jasper, chief executive officer
of Primus Guaranty, and will serve as a member of the company's
management committee.

"Building our asset management business is an important element in
our corporate growth strategy," said Mr. Jasper.  "It complements
our core business of selling credit protection.  In addition, it
provides us with the opportunity to leverage our expertise and
operating platform to capture additional opportunities in the
credit markets, diversify our revenue base and earn attractive
returns."

"I'm delighted that Charley has joined our company to lead this
effort. He brings substantial financial industry experience and a
proven track record in growing and managing structured credit and
swaps businesses."

During his 20-year career, Mr. McLendon has held a number of
senior positions in the structured credit and swaps businesses.   
Most recently, he was Global Head, Investment Grade Group, at Bank
of America, with responsibility for all investment grade sales,
trading and syndicate activities.  This included corporate bond,
credit derivatives, and structured credit products, as well as
internally and externally managed structured credit investment
vehicles.  

During his seven years at Bank of America, Mr. McLendon's other
positions included Head of Global Structured Products and Head of
Structured Credit Products, roles that included responsibility for
the bank's structured credit, CDO, tax, and pension/insurance
products.

Prior to Bank of America, Mr. McLendon worked for Union Bank of
Switzerland, where he was co-head of credit and interest rate
swaps marketing to financial institutions.  Earlier, he held
positions at General Re Financial Products and Bankers Trust.  Mr.
McLendon holds a B.A. from the University of North Carolina and an
MBA from the University of Virginia's Darden School.

Primus Guaranty, Ltd., through its operating subsidiary, Primus
Financial Products, LLC, offers protection against the risk of
default on corporate and sovereign obligations.  Primus Financial
assumes these risks through the sale of credit swaps to dealers,
banks and portfolio managers.  As a swap counterparty, Primus
Financial is rated Aaa by Moody's Investor Service, Inc. and AAA
by Standard & Poor's Rating Services.  Another subsidiary of
Primus Guaranty, Primus Asset Management, Inc., manages the credit
swap portfolio of Primus Financial, and provides credit swap
portfolio management services to third parties.


* Focus Management Names Joseph Figlewicz as Managing Director
--------------------------------------------------------------
J. Tim Pruban, President of Focus Management Group, announced that
Joseph S. Figlewicz has joined the restructuring firm as Managing
Director.  Mr. Figlewicz will be based in the firm's Chicago,
Illinois, office and will help foster the firm's nationwide
support of its clientele.   

"We are excited to have someone of Joe's depth of experience join
Focus Management Group," Mr. Pruban said.  "Joe is a pioneer of
the turnaround management industry and has trained many of the
senior restructuring professionals that are successful in their
field today.  His comprehensive financial background, extensive
restructuring experience and diverse industry knowledge will
complement our team and facilitate continuation of our firm's
steady growth."

Mr. Figlewicz is a veteran of the finance industry and brings to
Focus Management Group more than 30 years of restructuring
experience in financial analysis, accounting and MIS.  He has
directed over 200 restructuring engagements involving operational
turnarounds, strategic analyses, due diligence reviews, DIP
financing, and cash management for companies in a variety of
industries.  Most recently, Mr. Figlewicz was a senior manager for
a national turnaround consulting firm and has previously served as
the Assistant Secretary and Director of Financial Controls for a
leading college textbook publisher.  

Mr. Figlewicz is a Certified Public Accountant with a Bachelor's
degree in Accounting from Loyola University of Chicago.

FOCUS Management Group -- http://www.focusmg.com/-- offers  
nationwide capabilities in business restructuring, turnaround
management and asset recovery.  Headquartered in Tampa, Florida,
with offices in Atlanta, Chicago, Greenwich, Los Angeles and
Nashville, FOCUS Management Group provides turn-key support to
stakeholders including secured lenders and equity sponsors. The
Company provides a comprehensive array of services including
turnaround management, interim management, operational analysis
and process improvement, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking.

FOCUS Management Group has significant expertise in the insolvency
arena -- in matters both with and without court protection.  The
principals of FOCUS have served debtors, creditors, and unsecured
stakeholders in their efforts to accomplish the best outcome.  
Over the past decade, FOCUS Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are FOCUS Management Group's forte - finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates FOCUS Management
Group from the competition.


* FTI Consulting Hires Three Experts to Enhance Company Expertise
-----------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) reported the appointments of
three new senior professionals.  Michael Pace joins FTI's Forensic
and Litigation Consulting practice as senior managing director.   
Todd Matherne and Herb Cohen join FTI Palladium Partners as senior
managing director and managing director.

Commenting on the new appointments, Dominic DiNapoli, FTI's chief
operating officer, said, "FTI clients and shareholders value the
expertise and ability of our talent.  FTI continues to expand, and
Mike, Todd and Herb -- all of whom will contribute to FTI's
business in a meaningful way -- bring the highest standards of
excellence to our clients."

                         New Appointments

Michael Pace joins FTI as senior managing director in the Forensic
and Litigation Consulting practice in Chicago.  Mr. Pace will
focus on building FTI's investigations business and will
specialize in conducting complex investigative assignments for
senior management at public and private corporations, legal
counsel and the financial sector.  Engagements will include
corporate investigations involving allegations of fraud and
corporate corruption, due diligence investigations and
dispute-related inquiries.

Prior to joining FTI, Mr. Pace was managing director and co-leader
of the dispute analysis and forensics practice at Alvarez &
Marsal.  Prior to joining A&M, Mr. Pace was Chicago office head
for Kroll Associates, where he built and led Kroll's
investigations, intelligence and security businesses in the
Midwestern United States.  

Previously, Mr. Pace was a litigator at Jenner & Block handling
commercial and civil litigation matters, white collar criminal
defense cases and internal investigations. Mr. Pace has conducted
investigations in the U.S., Europe, the Middle East, Asia and
Latin America.  He began his career as an assistant U.S. attorney
with the Department of Justice, where he investigated and
prosecuted fraud, racketeering, narcotics, violent crime and other
complex cases.

Mr. Pace has a J.D. from Northwestern University School of Law and
a B.S. in Finance from the College of Commerce and Business
Administration at the University of Illinois.  He is a member of
the Chicago Crime Commission, the American Corporate Counsel
Association, the American Bar Association and the Federal Bar
Association.

Todd Matherne joins FTI Palladium Partners, the interim management
arm of FTI's Corporate Finance practice, as senior managing
director in FTI's Houston office.  Mr. Matherne has more than
25 years of senior financial and operational management experience
providing leadership and advice to public and private
organizations.  

He has worked in start-ups to large-cap companies in a variety of
industries, including commercial contracting, engineering and
construction, oilfield services, consumer services, LTL
transportation, specialty chemicals, manufacturing, distribution,
resort development and real estate, financial services, retailing
and food processing.  Mr. Matherne's business experience included
responsibility for operations in North and South America, Europe
and West Africa.  

In his new role at FTI Palladium Partners, he will step into
interim management positions at underperforming companies to
impact results by working closely with management teams and boards
towards financial and operational improvement.

Prior to joining FTI, Mr. Matherne led a turnaround at a
commercial electrical contractor with over $1 billion in revenue.  
Within 65 days of being retained, he alleviated imminent bank
defaults, avoided a going-concern statement from outside auditors,
raised $50 million in new capital and initiated a divestiture
process for underperforming units.  In addition, he held senior
financial, management and operating roles with Encompass Services
Corporation, Service Corporation International, Baker Hughes
Incorporated and The WEDGE Group.

Mr. Matherne holds a B.S. in accounting from Louisiana State
University - Baton Rouge and is a certified public accountant.

Herb Cohen joins FTI Palladium Partners, the interim management
arm of FTI's Corporate Finance practice, as managing director in
FTI's Washington DC office.  Mr. Cohen has over 30 years of
corporate and restructuring experience and a successful track
record specializing in interim management roles requiring a unique
combination of leadership, analytical and technical accounting
skills.  In his role, he will take interim management roles with
companies facing financial or operational difficulties and will
work with them to stabilize operations, restore credibility and
will work with them to drive long-term positive change.

Prior to joining FTI, Mr. Cohen spent over nine years serving
clients of AlixPartners LLC and portfolio companies of its
affiliated private equity group, Questor, where he worked to solve
challenging and complex GAAP, SEC financial reporting, internal
control, governance and related organizational matters.  

Several of these solutions served as a critical step towards
establishing enterprise value aggregating several billion dollars
for a number of businesses ultimately reorganized under Chapter 11
proceedings.  Prior to AlixPartners LLC and Questor, Mr. Cohen
served in senior financial officer roles in a variety of
industries including printing, publishing, cable television
operations/programming and nursing homes.

Mr. Cohen holds a B.S. in accounting from the University of
Maryland and is a certified public accountant.

FTI Consulting is a premier provider of problem-solving consulting
and technology services to major corporations, financial
institutions and law firms when confronting critical issues that
shape their future and the future of their clients, such as
financial and operational improvement, major litigation, mergers
and acquisitions and regulatory issues.  Strategically located in
25 of the major US cities, London and Melbourne, FTI's total
workforce of more than 1,300 employees includes numerous PhDs,
MBAs, CPAs, CIRAs and CFEs, who are committed to delivering the
highest level of service to clients.


* Kasowitz, Benson, Torres & Friedman Adds 3 Litigation Partners
----------------------------------------------------------------
Kasowitz, Benson, Torres & Friedman LLP disclosed that three
accomplished commercial litigators have joined the firm as
partners.  Michael Shuster, Sheron Korpus and Daniel Goldberg were
previously partners at White & Case LLP.

Mr. Shuster, a trial lawyer, has extensive experience in complex
financial matters, securities and antitrust class action
litigation, and highly contested matters generally.  During his
20-year career, Mr. Shuster has tried cases in federal and state
courts and has tried arbitrations under the rules of various
arbitral bodies.  

Mr. Shuster represents Comcast Corporation, Royal Bank of Canada,
and various other corporations and financial institutions in a
range of matters.  At White & Case, Mr. Shuster was head of the
firm's Commercial Litigation Practice Group globally, and co-head
of the Litigation and IP Practice in New York.  He also served at
various times as Administrative Partner, head of pro bono and in
other capacities.  

In 2005, Mr. Shuster was named as one of the "Leading Individuals"
in New York City in General Commercial Litigation by Chambers USA.  
Mr. Shuster received his B.A. degree from York University in 1982
and his J.D. degree from McGill University Law School in 1986.

Mr. Korpus is a general litigator with broad experience in
securities actions, bankruptcy litigation, domestic and
international arbitration, intellectual property cases, and
contractual disputes.  Mr. Korpus represents Comcast in several
securities and corporate governance actions.  

Among other matters, Mr. Korpus has represented a leading
pharmaceutical manufacturer and a worldwide agro-business company
in various intellectual property disputes and a foreign sovereign
in two ICC arbitrations.   He has also represented parties
(including the debtor) in bankruptcies including the Mirant, Enron
and aaiPharma cases.   

Prior to joining White & Case, Mr. Korpus was an associate with a
New Zealand law firm.  Mr. Korpus received his Bachelor of Law
with honors and Bachelor of Commerce from the University of
Auckland in 1991 and his L.L.M. degree from the University of
Virginia School of Law in 1996.

Mr. Goldberg's expertise is in the areas of commercial contract
disputes, complicated financial instruments, bankruptcy, and
commercial real property leases.  Mr. Goldberg has extensive trial
and appellate experience, with particular expertise in New York
State and federal courts.  

Mr. Goldberg's clients include Duane Reade, New York's largest
drug store chain, and Modell's Sporting Goods.  In addition, Mr.
Goldberg has represented other national retail chains,
distributors, and financial institutions in a variety of matters.  
Mr. Goldberg received his B.A. degree from Trinity College in 1989
and his J.D. degree from Pace University School of Law in 1995,
from where he graduated first in his class and magna cum laude.

Marc Kasowitz, the firm's chairman, stated, "We are delighted to
have these three highly respected and accomplished litigators
joining our firm. They are first-rate trial lawyers and I am
certain that their skills and expertise will complement our
practice.  We are all thrilled to begin working with Mike, Sheron
and Dan."

Kasowitz, Benson, Torres & Friedman LLP, founded in 1993, has
built a highly sophisticated, national practice specializing in
complex civil litigation.  The firm, which numbers over 160
lawyers in New York, Houston, Atlanta, San Francisco and Newark,
principally focuses on general litigation, creditor's rights and
bankruptcy, employment practices, intellectual property and family
law.


* McLean & Kerr LLP Announces New Partners And Associates
---------------------------------------------------------
Todd Davidson, a managing partner at McLean & Kerr LLP, disclosed
that Scott Campbell and Gus Camelino have been made partners of
the firm. "Scott and Gus are both outstanding lawyers and augment
the firm's commercial law and commercial litigation groups.  We
are very pleased to have them as part of our team," Mr. Davidson
said.

Scott Campbell is a member of the McLean & Kerr LLP's commercial
law group.  His focus is commercial leasing and real estate
transactions.  Mr. Campbell joined the firm as an articling
student in 1999.

Gus Camelino articled with McLean & Kerr LLP in 2000-2001.  He is
a member of the commercial litigation group and has expertise in
the areas of enforcement of security agreements, bankruptcy and
insolvency and construction liens.

Mr. Davidson also announced that Dena Oberman has joined the
firm's commercial and insurance litigation group.  Since being
called to the bar in 1985, Dena has concentrated on insurance
defence litigation.  She has been a sole practitioner and has been
in-house counsel for an insurance company.  "The firm has deep
roots in the insurance defence bar and Dena is a tremendous
complement to our team", said Mr. Davidson.

Kathleen Panchuk and Antonella Talarico have been hired back as
associates of the firm after completion of their articles of
clerkship with McLean & Kerr LLP, and Katherine Milkau joined the
firm in January 2006.

Kathleen Panchuk's practice areas include commercial litigation,
insurance litigation, and bankruptcy and insolvency.

Antonella Talarico focuses her work on commercial leasing,
commercial real estate and corporate-commercial law. Prior to
joining the firm Ms. Talarico had 7 years of experience with
commercial and residential real estate and corporate law.

Fluent in French, Katherine Milkau's experience includes
litigation (both trial and defence) of a variety of civil matters,
including personal injury and insurance law, commercial contracts
and transactions, product liability, debtor-creditor issues and
enforcement of security agreements.

"These associates will play an important role in servicing our
broad-based client needs," added Mr. Davidson.

Since 1921, McLean & Kerr LLP -- http://www.mcleankerr.com/-- has  
prided itself on its founding principles of timely performance,
and providing value-added quality legal services and practical and
efficient solutions for its clients at reasonable cost.  For these
essential and timeless reasons, clients, large and small, have
chosen and have remained loyal to McLean & Kerr LLP over the
decades.  The Toronto business law firm currently comprises 24
lawyers with specialized expertise.

                             *********

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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