TCR_Public/060313.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, March 13, 2006, Vol. 10, No.  61

                          Headlines

AAVID THERMAL: Launches Cash Offer for 12-3/4% Senior Notes
ACANDS INC: Wants More Time to Remove State Court Actions
ALLIED HOLDINGS: Units Propose Modifications to Teamsters' CBA
AMERICAN AXLE: Fitch Lowers Issuer Default & Credit Ratings to BB
ANCHOR GLASS: Court Approves Wachovia Letter of Credit Agreement

ANCHOR GLASS: Court Approves Ernst & Young as Tax Advisor
ARMSTRONG WORLD: Has Until September 6 to File Chapter 11 Plan
BEACON POWER: Offering 5,585,714 Shares For Resale
BLACK MOUNTAIN: Voluntary Chapter 11 Case Summary
BOUNDLESS CORP: September 30 Equity Deficit Widens to $15 Million

BRIGHTPOINT INC: Earns $10.44 Million of Net Income in 2005
BROOKLYN HOSPITAL: Wants Until Sept. 25 to Decide on Leases
CALPINE CORP: Soliciting Construction Finance & CCFC Noteholders
CASAIC OFFSET: Case Summary & 17 Largest Unsecured Creditors
CATHOLIC CHURCH: Court Approves Tucson's Settlement with Phoenix

CENTRAL VERMONT: Offering to Buy 2.25 Mil. Shares For $50.62 Mil.
CENTRAL VERMONT: Board Approves Incentive Plan for Executives
CONEXANT SYSTEM: Gets $195M in Private Placement of 4% Conv. Notes
CONSUMERS TRUST: Wants F. Tregear's Advice on English Law Matters
CONTINENTAL AIRLINES: Expects Significant Loss in First Quarter

COTT CORP: Earns $24.6 Million of Net Income in 2005 Fiscal Year
CREDIT SUISSE: Moody's Affirms Low-B Ratings on Six Cert. Classes
DANA CORP: Judge Lifland Approves Sec. 345 Investment Guidelines
DAVE LUXEMBURG: Case Summary & 8 Largest Unsecured Creditors
DESTINY OPPORTUNITIES: Case Summary & 7 Largest Unsec. Creditors

DOLLAR FINANCIAL: S&P Upgrades 9.75% Notes' Rating to B+ from B
ENCOMPASS HOLDINGS: March 31 Balance Sheet Upside-Down by $1.4MM
EPCO HOLDINGS: S&P Affirms B+ Credit Rating & Stable Outlook
FIDELITY NAT'L: S&P Lifts Corp. Credit & Sr. Sec. Ratings to BB+
FUNCTIONAL RESTORATION: Case Summary & 20 Largest Unsec. Creditors

FUTURE MEDIA: Maynards Industries to Oversee Asset Sale
GREAT LAKES: Better Asset Values Prompt Moody's to Lift Ratings
GRUPO TMM: Buys Smit's 40% Minority Stake in SMR for $9.5 Million
GUESS? INC: S&P Revises Outlook to Positive & Affirms BB- Rating
HUDSON'S BAY: Revenue Decline Cues DBRS to Maintain Rating Review

HUDSON'S BAY: S&P Keeps BB- Rating on Watch With Neg. Implications
IMAX CORP: Hires Allen & Co. & UBS to Evaluate Sale or Merger
IMAX CORP: Reports Fourth Quarter and Fiscal 2005 Results
INFOUSA INC: S&P Puts BB Rating on $275 Million Credit Facility
INTEGRATED HEALTH: Baltimore's Appeal of Protective Order Denied

JEAN COUTU: Moody's Cuts Caa1 $850MM Subor. Notes Rating to Caa2
JEFFERSON NATIONAL: Fitch Withdraws BB Financial Strength Rating
KAISER ALUMINUM: Law Debenture Will Appeal Subordination Decision
KAISER ALUMINUM: Court OKs Stipulation Resolving Grayson Dispute
KMART CORP: Court Rejects Summary Judgment Motion on FLOORgraphics

KMART CORP: Asks Court to Compel Sensormatic to Produce Documents
KRISPY KREME: Daryl Brewster from Kraft Foods Hired as New CEO
LARGE SCALE: Creditors Committee Taps Parkinson Phinney as Counsel
LARGE SCALE: Sweeney Lev Approved as Business Transaction Counsel
LARGE SCALE: Hires Fenwick & West as Securities Counsel

LB-UBS COMMERCIAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
LEVEL 3: Fitch Puts B Rating on New $400 Mil. Sr. Unsecured Notes
LONGVIEW FIBRE: S&P Places BB Rating on Negative CredtitWatch
LOVESAC CORP: Gets Court Nod to Hire Bayard Firm as Local Counsel
LOVESAC CORP: Seeks Court OK to Reject Four Real Property Leases

LOVESAC CORP: Wants to Assume & Amend Headquarter Lease Agreement
MAGELLAN HEALTH: Earns $130.6 Million of Net Income in 4th Quarter
MANAGEMENT SOLUTIONS: Case Summary & 20 Unsecured Creditors
MEDICALCV INC: Restating 2005 Financials After Internal Review
METROMEDIA INT'L: Court Approves US$7 Million Fuqua Settlement

MIIX GROUP: Plan of Orderly Liquidation Declared Effective Feb. 24
MON VIEW: Gets Court OK to Hire Calaiaro Corbett as Bankr. Counsel
MON VIEW: Committee Taps Bentz Law Firm as Bankruptcy Counsel
NAVIGATOR GAS: Court OKs Rejection of NGML Management Contracts
NOMURA HOME: DBRS Rates $10.8 Mil. Class B-2 Certificates at BB

NORTHWEST AIRLINES: IAM Equipment Service Workers Reject Contract
NOVEMBER 2005: S&P Downgrades $80 Million Term Loan's Rating to B
ONEIDA LTD: Lenders Sign Off on Pre-Negotiated Chapter 11 Plan
OWENS CORNING: Bondholder Representatives Report on Activities
PARTHENON CSO: Credit Quality Decline Cues Moody's to Junk Notes

PERFORMANCE TRANSPORTATION: Amends Credit Suisse DIP Deal
PERFORMANCE TRANSPORTATION: Gets Final Nod to Use Cash Collateral
PLUM POINT: Affirms Preliminary B Rating on $575 Million Loans
PLUSFUNDS GROUP: Asks Court to Okay FTVentures Asset Purchase Deal
PRICE OIL: Wants to Sell Assets to McPherson for $2.5 Million

PROCARE AUTOMOTIVE: Arranges $3.65MM DIP Loan with Monro Muffler
RAPID LINK: Gets $1M from Trident Growth in Private Debt Placement
REFCO INC: Wants to Hire DJM Asset as Real Estate Consultant
REFCO INC: Committee Wants to Hire Campbells as Cayman Counsel
REFCO INC: Extension of Excl. Periods Hearing Set for March 14

REUNION INDUSTRIES: Sells Plastics Unit to Oneida for $11.5 Mil.+
REUNION INDUSTRIES: Board Elects Kimball Bradley as Chairman & CEO
RIVIERA HOLDINGS: S&P Affirms B Ratings After Review
SACO I TRUST: Moody's Puts Ba1 Rating on Class B-4 Certificates
SAGITTARIUS RESTAURANTS: Moody's Rates $60MM Loan Facility at B1

SECURITIZED ASSET: Moody's Rates Class B-4 Certificates at Ba1
SHURGARD STORAGE: Merger Cues Fitch to Place BB+ Rating on Watch
SND ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Tinkers with Notes Explaining Financial Projections
SOLUTIA INC: Board of Directors Names Jeffry N. Quinn as Chairman

SUNNY DELIGHT: Liquidity Pressure Prompts Moody's Junk Ratings
TERWIN MORTGAGE: Moody's Rates Three Certificate Classes at Low-B
THAXTON GROUP: Wants Until June 30 to Make Lease-Related Decisions
THAXTON GROUP: Wants Until June 30 to Remove State Court Actions
U.S. CAN: Sets Purchase Price for 10-7/8% Senior Secured Notes

UNITED COMPONENTS: ASC Deal Cues Moody's to Review Low-B Ratings
US AIRWAYS: Registers 7% Sr. Convertible Notes & Shares for Resale
US AIRWAYS: Registers 43,998,779 Common Shares for Resale
VERITEC INC: Judge Kressel Converts Ch. 7 Case Back to Ch. 11
VERITEC INC: Files Third Modified Reorganization Plan

WAMU SERIES: Moody's Assigns Ba1 Rating to Class B-12 Certificates
WILD OATS: S&P Revises Outlook to Positive & Affirms CCC+ Rating
WILLIAM MACK: Voluntary Chapter 11 Case Summary
WINDOW ROCK: Court Okays Adam Michelin as Chief Executive Officer
XACT AID: Losses & Lack of Funds Prompt Going Concern Doubt

* BOND PRICING: For the week of Mar. 6 - Mar. 10, 2006


                          *********

AAVID THERMAL: Launches Cash Offer for 12-3/4% Senior Notes
-----------------------------------------------------------
Aavid Thermal Technologies, Inc., commenced a cash offer to
purchase any and all of its outstanding 12-3/4% Senior
Subordinated Notes Due 2007, as well as related consent
solicitation to amend the indenture governing the Notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on March 21, 2006, unless extended or earlier terminated by
the Company, and the tender offer will expire at 8:00 a.m., New
York City time, on April 5, 2006, unless extended or earlier
terminated by the Company.  Holders of the Notes have limited
withdrawal rights, as described in the offering materials.

The cash consideration for the Notes validly tendered at or prior
to the Consent Date and accepted for payment under the tender
offer will be $1,025 per $1,000 principal amount of the Notes,
which includes a consent payment of $25.00 per $1,000 principal
amount of the Notes, plus accrued and unpaid interest, if any,
from the last interest payment date up to, but not including, the
payment date.  Only those Note holders who validly tender, and do
not validly withdraw, their Notes at, or prior to, the Consent
Date will receive the Consent Payment.  The cash consideration for
the Notes validly tendered and accepted for payment after the
Consent Date and at, or prior to, the Expiration Date will be
$1,000 per $1,000 principal amount of Notes, plus accrued and
unpaid interest, if any, from the last interest payment date up
to, but not including, the payment date.

Holders tendering their Notes will be required to consent to the
proposed amendments, which would:

     (i) eliminate substantially all of the restrictive covenants
         and reporting covenants and certain events of default
         contained in the indenture governing the Notes and

    (ii) amend the minimum notice requirement in respect of a
         redemption of Notes so that the Company may within five
         days redeem any Notes that remain outstanding following
         the mergers and tender offer.

Holders may not tender their Notes without also delivering their
consents or deliver consents without also tendering their Notes.

Consummation of the tender offer and consent solicitation is
subject to various conditions, including, but not limited to, the
consummation of proposed mergers pursuant to which ANSYS, Inc. and
certain of its affiliates will acquire the Company and the CFD
software business operated by the Company's wholly owned
subsidiary, Fluent, Inc.  Consummation of the mergers is also
subject to various customary conditions, including expiration or
termination of the applicable Hart-Scott-Rodino waiting period and
the absence of any material adverse change with respect to each
party's business.  There can be no assurance that any of these or
the other conditions to closing will be satisfied.  The mergers
are not, however, conditioned upon the receipt of consents
sufficient to approve the proposed amendments or the purchase of
any Notes pursuant to the tender offer.

Bear, Stearns & Co. Inc. is acting as dealer manager and
solicitation agent and D.F. King & Co., Inc. is acting as
information agent in connection with the tender offer and consent
solicitation.  Copies of the Offer to Purchase and Consent
Solicitation Statement, the Consent and Letter of Transmittal and
the other related documents may be obtained by contacting:

     D.F. King & Co., Inc.
     Telephone (888) 542-7446 or (212) 269-5550

Questions regarding the tender offer may be directed to:

     Bear, Stearns & Co. Inc.
     Telephone (877) 696-2327 or (212) 272-5112

Aavid Thermal Technologies, Inc. -- http://www.aatt.com/-- is a
leading global provider of thermal management solutions for
electronic products and the leading developer and marketer of CFD
software.  The Company through its subsidiaries in three business
areas - thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.

As of Dec. 31, 2005, the Company's balance sheet showed a
$61,372,000 equity deficit, narrowing 9% from a $67,639,000
shareholder deficit reported at Dec. 31, 2004.


ACANDS INC: Wants More Time to Remove State Court Actions
---------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to extend the period within which it may remove civil
actions from state courts to the District of Delaware for
continued litigation.  ACandS asks the Court to extend that time
period through the earlier of July 6, 2006, or the effective date
of its pending plan of reorganization.

The Debtor tells the Bankruptcy Court that the extension will give
it more time to make fully informed decisions concerning the
removal of prepetition actions and will assure that it does not
forfeit valuable rights under section 1452 of the Judicial
Procedures Code.

Curtis A. Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, PC, explains that the Debtor has been unable to
complete the removal process because it has devoted most of its
time to:

     -- various litigation matters;
   
     -- compiling information related to approximately 300,000
        asbestos claims;  and
   
     -- securing approval of a disclosure statement and Plan of
        Reorganization.

The Debtor maintains that its Plan of Reorganization pending
before the U.S. District Court for the District of Delaware should
be confirmed.  However, the Debtor says that it is also
negotiating for an alternative plan structure with key creditor
constituencies.  Because of the ongoing negotiations, the District
Court has indefinitely postponed hearings on confirmation of the
Debtor's Plan.   

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

                    Chapter 11 Plan Update

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


ALLIED HOLDINGS: Units Propose Modifications to Teamsters' CBA
--------------------------------------------------------------
Allied Holdings, Inc.'s (Pink Sheets: AHIZQ.PK) subsidiaries,
including Allied Systems, Ltd., have made a proposal to the
International Brotherhood of Teamsters to modify the current
collective bargaining agreement between the parties applicable to
employees in the United States.  Allied has informed the Teamsters
that its proposal is necessary to allow Allied to:

     * emerge from bankruptcy,

     * reinvest in its aging fleet of rigs, and

     * protect the jobs of its employees, including approximately
       3,500 employees in the United States represented by the
       Teamsters.

Allied's proposal would reduce the current total compensation in
the form of wages, health and welfare premiums, and pension
contributions paid to U.S. Teamster employees by approximately
14.5% (only 2% of which would be in the form of wage decreases).  
The proposal would also eliminate future increases to wages,
health and welfare, and pension contributions as contemplated by
the current collective bargaining agreement.

Allied believes that the proposed changes are necessary and will
eventually provide the Company with about $65 million in annual
cost reductions.  About $21 million of annual cost reductions is
expected to come from the elimination of future increases in wages
and benefits contemplated by the current collective bargaining
agreement, and the remaining $44 million is expected to come from
reductions to current wages and payments made for health, welfare
and pension benefits.

The annual cost savings that the Company believes it would obtain
as a result of this proposal assumes the Company emerges from
bankruptcy with substantially the same number of current
terminals, rigs and Teamster employees.  The actual amount of the
cost savings will vary depending on these and other factors.
Further, the Company also proposed specific operational changes to
the collective bargaining agreement, which are needed in order to
slow the Company's market share erosion.

When Allied filed for bankruptcy on July 31, 2005, the Company
disclosed that in order to emerge from bankruptcy, it had to:

     * increase prices with its customers,

     * reduce the costs associated with the collective bargaining
       agreement with the U.S. Teamsters,
  
     * reinvest in its aging fleet of rigs and reduce its debt.  

Since the Company filed for bankruptcy, Allied has reached
agreements regarding new contracts with many of its customers in
North America, which will significantly increase its overall
pricing.  The Company also believes that it will significantly
reduce its debt through the reorganization process.

The Company has informed the Teamsters that it believes it has
maximized the self-help opportunities available to the Company in
its efforts to emerge from bankruptcy and now must obtain
modifications to the collective bargaining agreement.  The Company
has also informed the Teamsters that without these modifications,
the Company may not be able to emerge from bankruptcy.

"The burden of saving Allied and allowing our Company to emerge
from bankruptcy must be shared by all of our constituencies," Hugh
Sawyer, President and Chief Executive Officer of Allied, said.  
"Allied has obtained substantial increases in pricing from its
customers since it filed for bankruptcy and has taken millions of
dollars of cost out of its business in recent years, primarily
through sacrifices made by the Company's non-bargaining employees
through reduced wages and benefits.  However, Allied's costs
relating to wages, health and welfare premiums, and pension
contributions for our employees subject to this collective
bargaining agreement in the United States have increased
significantly during the same time period.  In fact, the increases
in wages and benefits paid by the Company for employees covered by
the collective bargaining agreement since 2001 are almost equal to
the reduction in these costs that we now need to obtain in order
to emerge from bankruptcy."

The Company has informed the Teamsters that it is prepared to meet
and bargain with the Teamsters in an effort to reach agreement
regarding modifications to the current collective bargaining
agreement.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMERICAN AXLE: Fitch Lowers Issuer Default & Credit Ratings to BB
-----------------------------------------------------------------
Fitch Ratings downgraded the Issuer Default Rating and senior
unsecured credit rating of American Axle & Manufacturing Holdings,
Inc., to 'BB' from 'BBB-'.  The Rating Outlook is Negative.

Fitch's rating action reflects the risks associated with AXL's
substantial dependence on General Motors (GM; rated 'B' by Fitch,
Rating Watch Negative), which accounted for 78% of AXL's 2005
revenue.  Fitch's view is that lower production levels and
elevated risks associated with GM production over the next several
years, as GM enters a critical restructuring period, has the
potential to pressure revenues and margins at AXL.  Although AXL
continues to add non-GM business at a solid pace, consolidated
financial results will remain dependent on GM production levels.

Fitch also factored in the potentially higher debt levels that
could result from a work stoppage at GM or changes to payment
terms.  The rating also reflects Fitch's view that in any long-
term scenario, GM would continue to manufacture passenger trucks
in volume due to the comparative profitability of these product
lines.  AXL is a critical supplier for these products, being the
complete driveline integrator for the GMT900 platform, which
includes all of GM's large pickups and full-size sport utility
vehicles.  The Negative Outlook incorporates Fitch's expectation
that GM will continue to experience:

   * revenue pressure;

   * operating losses;

   * production uncertainties;

   * declining liquidity (potentially supplemented by the sale of
     a controlling interest in GMAC); and

   * a financially stressed base of suppliers other than AXL.

Fitch recognizes that in 2005, despite the erratic production
levels of GM passenger trucks and a transition to the GMT-900
series, American Axle was able to maintain investment-grade credit
metrics, albeit slightly weaker versus the end of 2004.  The
production volume of GM vehicles on which AXL has content was down
12.6% for the year while AXL sales were down only 5.9% from 2004.

However, due to the reduced volume and erratic production
schedules, full-year 2005 EBITDA was $290 million versus $456
million a year ago.  Free cash flow was negative $56 million, down
from a positive $157 million in 2004, partially due to working
capital and higher levels of capital expenditures.  Although AXL
should benefit from the rollout of the GMT-900 series of products,
production uncertainties remain over the intermediate term.

Total adjusted debt at the end of 2005 was $736 million, up
$43 million from $693 million at the end of 2004.  As a result:

   * operating EBITDA-to-gross interest expense dropped from 14.6x
     to 10.7x;

   * total debt-to-operating EBITDA grew to 1.7x from 1.0x; and

   * total adjusted debt-to-operating EBITDAR increased to 2.3x
     from 1.4x at the end of 2004.

Without the risks associated with AXL's substantial reliance on
GM, the credit metrics would support an investment-grade rating.

AXL's strengths include:

   * a highly disciplined manufacturing operation with healthy
     margins;

   * a strong management team that has allowed the company to
     remain profitable despite its customer and product focus; and

   * its comparative financial strength versus competitors, which
     could benefit its ability to win business.

Over the longer term, AXL could also benefit from commodity price
relief.

Fitch expects the company to have breakeven to slightly positive
free cash flow in 2006, in a scenario that anticipates a
continuing steady decline in GM production.  Fitch also expects a
slight improvement in leverage and coverage ratios in this
scenario, which also assumes a $40 million cash contribution to
the pension and exercise of $106 million in lease purchase
options.  Fitch also recognizes that capital expenditure levels
remain flexible.

Due to a substantial amount of booked new business, AXL's revenue
should stabilize beyond 2006, allowing AXL to maintain the
strength of its balance sheet in the absence of any adverse
developments at GM.  AXL has grown its backlog of booked new
business to $1.4 billion for 2006 through 2012, providing some
assurance of future sales growth even under a stress scenario
which includes:

   * a decline in North American industry production of 10%
     in 2006;

   * flat industry builds thereafter; and

   * a significant reduction in demand for GM's full-size SUVs.

Over half of AXL's backlog is represented by GM business as the
company increases its content per vehicle on programs to which it
is the incumbent supplier, e.g., the GMT900.  The rest of AXL's
backlog comes from customers including:

   * DaimlerChrysler,
   * Nissan,
   * Ssangyong,
   * Audi,
   * Hino (Toyota supplier),
   * Jatco (Nissan supplier),
   * Koyo (Toyota supplier), and
   * others.

AXL also has $1 billion in new business quotes underway,
substantially all of which is non-GM, and 30% is transplant
business.


ANCHOR GLASS: Court Approves Wachovia Letter of Credit Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to execute and
deliver to Wachovia Bank a certain Letter of Credit Agreement, a
certain Depository Agreement and other documentation as Wachovia
Bank may reasonably request.

As reported in the Troubled Company Reporter on Feb. 20, 2006, the
Debtor asked the Court to approve the Letter of Credit Agreement
with American International Group, Inc.  

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

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

The Court directs Anchor Glass to deliver $1,020,000 to Wachovia
to initially fund the Deposit Account provided under the
Depository Agreement.  The L/C Cash Collateral Amount will have
identical senior lien priority to that granted to previous L/C
Agreements with Wachovia Bank.

The Court further directs Anchor Glass to reimburse $1,500 to
Wachovia Bank for fees and expenses incurred by Wachovia Bank's
attorneys.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Approves Ernst & Young as Tax Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to employ Ernst &
Young LLP as its tax advisors.

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

   (a) help in assessing the validity of property tax claims
       and the reclassification of tax claims as non-priority;

   (b) assist in settling tax claims and obtaining refunds of
       reduced claims for federal and state income, franchise,
       payroll, sales and use, property, excise and business
       license;

   (c) work with other professionals in developing an
       understanding of reorganization and restructuring
       alternatives;

   (d) assist the Debtor in improving its tax posture as part of
       Debtor's restructuring and post-bankruptcy operations;

   (e) provide tax consultation regarding availability,
       limitations, preservation and augmentation of tax
       attributes; and, as needed, research, discuss and analyze
       federal and state income and franchise tax issues;

   (f) analyze the legal and other professional fees incurred
       for purposes of determining future deductibility of the
       costs;

   (g) document tax analysis, opinions, recommendations,
       conclusions and correspondence for any proposed
       restructuring alternative, bankruptcy tax issue or other
       tax matters;

   (h) facilitate Georgia refund claim for sales tax and secure
       the refunds for the Debtor;

   (i) provide the Debtor with audit representation services
       that encompass all aspects of the Georgia Department of
       Revenue's audit process, from pre-audit conference to
       administrative hearings, if necessary;

   (j) perform the property tax services for all jurisdictions
       of Debtor's operations, excluding New York and New
       Jersey; and

   (k) as requested by the Debtor, provide any additional tax
       consulting services.

The Debtor will pay E&Y LLP in its customary hourly rates, plus
reimbursement of necessary expenses incurred while in service to
the Debtor:

   Professionals                        Hourly Rates
   -------------                        ------------
   Partners, Principals & Directors      $502-$633
   Senior Managers                       $492-$540
   Managers                              $382-$435
   Seniors                               $275-$349
   Staff                                 $119-$195
   Administrative Personnel               $94-$200

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and
$666.6 million in debts. (Anchor Glass Bankruptcy News, Issue
No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMSTRONG WORLD: Has Until September 6 to File Chapter 11 Plan
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald extends Armstrong World
Industries, Inc., and its debtor-affiliates' exclusive periods to
file a plan of reorganization to September 6, 2006, and to solicit
acceptances of that plan until November 8, 2006, without prejudice
to the Debtors' right to request further extension of the
Exclusive Periods.

As reported in the Troubled Company Reporter on Jan. 4, 2006, the
U.S. Court of Appeals for the Third Circuit issued an opinion
affirming the United States District Court for the District of
Delaware's denial of confirmation of the Plan of Reorganization of
Armstrong World Industries, Inc., and its two debtor-affiliates.

The Third Circuit's affirmance of the District Court order was
unexpected and unanticipated, according to Rebecca L. Booth, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware.

AWI is now faced with the task of formulating alternative
proposals for emergence from Chapter 11 and currently is engaged
in negotiations with representatives of its key constituencies
toward that end, Ms. Booth relates.  AWI continues to maintain an
open dialogue with all the Committees in the hope that it may once
again forge a consensus that will form the basis for its emergence
from Chapter 11.  In the absence of a consensus, AWI is exploring
other options for emergence from Chapter 11.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BEACON POWER: Offering 5,585,714 Shares For Resale
--------------------------------------------------
Beacon Power Corporation (NASDAQ: BCON) filed a prospectus with
the Securities and Exchange Commission on March 8, 2006, to permit  
the resale of 5,585,714 shares of its common stock.

The selling stockholders are:

   -- Perseus 2000 Expansion, L.L.C., will sell 4,252,381 shares,
      and

   -- Perseus Capital, L.L.C., will sell 1,333,333 shares.

The company will not receive any proceeds from the sale of the
shares.

The Company's common shares are traded at NasdaqSC under the
symbol "BCON".  The Company's share price steadily declined from
$1.90 per share at March 1 to around $1.50 the past few days.

A full-text copy of Beacon Power's prospectus is available for
free at http://ResearchArchives.com/t/s?66d

                            Financials

Beacon Power Corporation delivered its financial reports for the
year ended Dec. 31, 2004, to the Securities and Exchange
Commission on Feb. 21, 2006.

Beacon Power incurred a $5,329,960 net loss on $324,694 of
revenues for the year ended Dec. 31, 2004.  At Dec. 31, 2004, the
company's balance sheet shows $7,085,586 in total assets,
$1,976,011 in total liabilities, and $5,109,575 in positive
stockholders' equity.

Headquartered in Wilmington, Massachusetts, Beacon Power
Corporation -- http://www.beaconpower.com/-- designs     
sustainable energy storage and power conversion solutions that  
would provide reliable electric power for the utility, renewable  
energy, and distributed generation markets.  Beacon's Smart Energy  
Matrix is a design concept for a megawatt-level, utility-grade  
flywheel-based energy storage solution that would provide  
sustainable power quality services for frequency regulation, and  
support the demand for reliable, distributed electrical power.   
Beacon is a publicly traded company with its research, development  
and manufacturing facility in the U.S.

                         *     *     *

                      Going Concern Doubt

Miller Wachman, LLP, in Boston, Massachusetts, raised substantial
doubt about Beacon Power Corporation's ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2004.  Miller Wachman pointed to the
company's recurring losses from operations and negative cash
flows.


BLACK MOUNTAIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Black Mountain Homes, LLC
        303 East Gurley Street, #148
        Prescott, Arizona 86301

Bankruptcy Case No.: 06-00606

Chapter 11 Petition Date: March 10, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Randy Nussbaum, Esq.
                  Jaburg & Wilk, P.C.
                  14500 North Northsight Boulevard, #116
                  Scottsdale, Arizona 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor will file the list of its 20 largest unsecured
creditors today, March 13, 2006.


BOUNDLESS CORP: September 30 Equity Deficit Widens to $15 Million
-----------------------------------------------------------------
Boundless Corporation reported its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on March 8, 2006.

For the three months ended Sept. 30, 2005, Boundless Corp.
reported a $101,000 net loss on $1,411,000 in revenue.  In the
same quarter a year earlier, Boundless reported a $13,000 loss
on total revenues of $1,412,000 for the three months ended
Sept. 30, 2004.

At Sept. 30, 2005, Boundless Corp.'s balance sheet showed
$2,236,000 in total assets and $17,312,000 in total liabilities.  
The Company also has an accumulated deficit of $50,987,000 at
Sept. 30, 2005.

                       Going Concern Doubt

BP Audit Group, PLLC, the Company's auditor, expressed substantial
doubt about Boundless Corporation'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 and its subsidiaries' Chapter 11 bankruptcy  
        filing;

     -- the Company's substantial losses from operations since
        2000; and

     -- the Company's stockholders' deficit of $14,905,000 at Dec.
        Dec. 31, 2004.

BP Audit stressed that the continuation of the Company's business
as a going concern depends on its ability to confirm a plan of
reorganization under the Bankruptcy Code and emerge from
bankruptcy protection and then subsequently, among other things:  

      -- the ability of the Company to restructure the terms of
         its secured debtors-in-possession financing to reduce its
         cost of borrowing;

      -- the ability of the Company to negotiate trade financing
         with suppliers at acceptable terms;

      -- the ability of the Company to negotiate contracts for the
         sale of its manufacturing services to customers to
         provide additional liquidity for operations;  

      -- the ability of the Company to generate cash from
         operations and to maintain adequate cash on hand; and

      -- the ability of the Company to achieve profitability.

A full-text copy of Boundless Corp.'s latest Form 10-Q is
available for free at http://ResearchArchives.com/t/s?668

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its four affiliates filed for
chapter 11 protection on March 12, 2003, with the U.S. Bankruptcy
Court for the Eastern District of New York.

As of Sept. 30, 2005, Boundless Corp.'s stockholders' deficit
widened to $15,076,000 from a $14,905,000 deficit at Dec. 31,
2004.


BRIGHTPOINT INC: Earns $10.44 Million of Net Income in 2005
-----------------------------------------------------------
Brightpoint, Inc., filed its annual report on Form 10-K for the
year ending December 31, 2005, with the Securities and Exchange
Commission on March 2, 2006.  

The Company reported $10,440,000 of net income on $2.140,177,000
of net revenues for the year ending December 31, 2005.  At
December 31, 2005, the Company's balance sheet shows $487,824,000
in total assets and $338,782,000 in debts.  

Significant developments and events in 2005 and early 2006
include:

   -- an increase and extension of the Company's common stock
      repurchase plan.  In 2005, the Company repurchased
      1.5 million common shares at a total cost of $15.9 million
      and are authorized to repurchase an additional $18.1 million
      under a repurchase plan approved by the Board of Directors
      and extended to December 31, 2007;
  
   -- two three-for-two stock splits.  In August 2005 and
      December 2005, the Board of Directors approved a three-for-
      two split of the outstanding common stock.  The August 2005
      split was payable on September 15, 2005, to holders of
      record on August 31, 2005, and the December 2005 split was
      payable on December 30, 2005, to holders of record on
      December 16, 2005;
  
   -- the sale of Brightpoint France SARL (Brightpoint France).  
      In Dec. 2005, the Company sold all the equity securities of
      Brightpoint France to an entity formed by the former
      managing director of Brightpoint France for an aggregate
      purchase price of approximately $1.6 million, of which
      approximately $0.1 million has been received and
      approximately $1.5 million is payable in annual installments
      on each of the first, second, and third anniversaries
      following the date of closing; and
        
   -- the purchase of Persequor Limited.  In February 2006, the
      Company purchased Persequor for approximately $1.0 million.  
      Previously, Persequor had provided management services to
      Brightpoint India Limited and Brightpoint Asia Limited
      pursuant to an October 31, 2003, agreement under which the
      Company sold 15% of our interest in Brightpoint India to
      Persequor in exchange for Persequor providing management
      services to Brightpoint India.  The $1.0 million purchase of
      Persequor includes the 15% interest in Brightpoint India
      valued at approximately $0.2 million.
  
A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?666

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

                         *     *     *

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


BROOKLYN HOSPITAL: Wants Until Sept. 25 to Decide on Leases
-----------------------------------------------------------
Brooklyn Hospital Center and its debtor-affiliate Caledonian
Health Center, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of New York to further extend until Sept. 25, 2006, the
period within which they can elect to assume, assume and assign,
or reject unexpired nonresidential property leases.

The Debtors are parties to seven unexpired leases under which one
of the Debtors is a lessee.  

The Debtors want the maximum flexibility as they determine the
future configuration and structure of their operations.  

The Debtor wants to create a preeminent healthcare facility for
the Brooklyn communities.  To achieve their goal, the Debtors need
to modernize their facilities and operations.  Thus, the extension
will allow them to determine which interests will be integral to
their future configuration plans.  In addition, it will give them
more time to decide which leases need to be assumed or rejected.

A list of the seven unexpired leases is available for free
http://ResearchArchives.com/t/s?66b

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and  
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  Glenn B.
Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  Mark
Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


CALPINE CORP: Soliciting Construction Finance & CCFC Noteholders
----------------------------------------------------------------
Calpine Construction Finance Company, L.P., and CCFC Finance Corp.
amended the terms and conditions of the consent solicitation and
the waiver request from certain creditors to include a consent
payment and requests for consents to amendments to a certain
indenture and a certain credit agreement to include a new event of
default provision.

Calpine and CCFC are soliciting consents and waivers from holders
under the indenture governing their $415,000,000 principal amount
of Second Priority Senior Secured Floating Rate Notes due 2011.  
CCFC is seeking a waiver from the lenders under the credit and
guarantee agreement governing its $385,000,000 First Priority
Senior Secured Institutional Term Loans due 2009.

Details of the consent payments and the event of default can be
found in the Company's amended and restated Solicitation Letter,
dated March 10, 2006, and the related Consent Form with respect to
the Indenture and CCFC's amended and restated waiver request from
the lenders under the Credit Agreement, also dated March 10, 2006.  
Consummation of the consent solicitation and the waiver request
are subject to the satisfaction or waiver of various conditions,
as described in the Solicitation Letter, the Consent Form and the
Waiver Request Letter.  The Company and CCFC have reserved the
right to amend, extend or terminate the consent solicitation and
the waiver request at any time.

The Company has retained Merrill Lynch & Co. to serve as
Solicitation Agent for the consent solicitation under the
Indenture.  Global Bondholder Services Corporation will act as
Information Agent in connection with the consent solicitation.   
Questions concerning the terms of the consent solicitation, and
requests for copies of the Solicitation Letter, the Consent Form
or other related documents should be directed to the Information
Agent by calling 866-736-2200.  Wilmington Trust Company will act
as Tabulation Agent.  Requests for assistance in delivering
consents should be directed to the Tabulation Agent at
302-636-6181.

Goldman Sachs Credit Partners L.P. is the administrative agent
under the Credit Agreement.  The administrative agent will be
contacting lenders under the Credit Agreement in connection with
CCFC's request for the waiver.

                    About CCFC Finance Corp.

CCFC Finance Corp. is an indirect subsidiary of Calpine  
Corporation that was formed solely to act as co-issuer of the
Notes.

                       About Calpine Corp.

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


CASAIC OFFSET: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Casaic Offset & Silkscreen, Inc.
        1115 Pierremont Road
        Shreveport, Louisiana 71106

Bankruptcy Case No.: 06-10335

Chapter 11 Petition Date: March 10, 2006

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: Richard J. Reynolds, Esq.
                  Shuey Smith LLC
                  401 Edwards Street, 13th Floor
                  Shreveport, Louisiana 71101
                  Tel: (318) 221-8671
                  Fax: (318) 222-4320

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Hibernia National Bank                   $61,596
P.O. Box 4869
Houston, TX 77210-4869

Southwestern Electric Power Co.          $44,620
P.O. Box 24422
Canton, OH 44701-4422

CitiCorp Vendor Finance                  $39,989
P.O. Box 7247-0322

PC Connection, Inc.                      $14,311

GE Capital                               $16,372

Synergy Resources                        $12,767

IntegraColor, Ltd.                        $9,336

Semasys                                   $6,311

Konica Minolta Business Solutions         $3,429

JPMorgan Chase Bank, N.A.                 $2,345

Century Tel                               $1,790

XSPEDIUS                                  $1,507

Nextel Partners, Inc.                     $1,488

Balboa Capital Corp.                        $999

University Sports Publications              $495

Allied Waste Services                        $81

Batchelor Steel Rule Dies                    $62


CATHOLIC CHURCH: Court Approves Tucson's Settlement with Phoenix
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the Diocese of Tucson to enter into and perform its obligations
under a settlement agreement with the Diocese of Phoenix and its
38 parishes.

All claims among Tucson, the Phoenix Diocese and the Phoenix
Parishes are released.

The Phoenix Diocese and the Phoenix Parishes will also be treated
as a Participating Third Party and a Released Party under
Tucson's Plan of Reorganization and Confirmation Order, except
that:

   (1) the Released Parties do not include any of the persons
       against whom credible allegations of sexual misconduct
       have been found by the Tucson or the Phoenix Diocese, or
       who may be later identified by either Tucson or the
       Phoenix Diocese as a person against whom credible
       allegations of sexual misconduct have been found; and

   (2) the Release will not extend to the claim of the plaintiff
       in the lawsuit originally filed in the Arizona Superior
       Court for Maricopa County, CV 2004-007827, who is suing
       under the fictional name of John Doe XXIII, solely with
       respect to his allegations of certain activities that
       occurred after December 2, 1969.

As reported in the Troubled Company Reporter on Jan. 3, 2006, the
Diocese asked the Court to approve separate settlements with the
Marianist Province, and the Diocese of Phoenix and its 38
parishes.

                    Phoenix Diocese Settlement

In 1969, the territory of the Tucson Diocese included Cochise,
Gila, Greenlee, Graham, Maricopa, Pima, Pinal, Santa Cruz, and
Yuma counties.  The remaining northern counties were territory of
the Diocese of Gallup at that time.

Pope Paul VI established the Diocese of Phoenix on December 2,
1969.  The Phoenix Diocese incorporated as an Arizona corporation
sole on that date.

The territory of the Phoenix Diocese includes the counties of
Maricopa and the Gila River Indian Reservation in Pinal County,
which previously were part of the Tucson Diocese.

The Phoenix Parishes consist of 38 parishes that were previously
part of the Tucson Diocese, and became part of the Phoenix
Diocese when it was formed:

    (1) the Blessed Sacrament Parish (Tolleson),
    (2) Christ the King Parish,
    (3) Holy Family Parish,
    (4) Immaculate Heart of Mary Parish,
    (5) Most Holy Trinity Parish,
    (6) Our Lady of Mount Carmel Parish,
    (7) Our Lady of Perpetual Help Parish (Glendale),
    (8) Our Lady of Perpetual Help Parish (Scottsdale),
    (9) Sacred Heart Parish (Phoenix),
   (10) St. Agnes Parish,
   (11) St. Anne Parish,
   (12) St. Anthony Parish,
   (13) St. Anthony of Padua Parish (Wickenburg),
   (14) St. Catherine of Sienna Parish,
   (15) St. Charles Borromeo Parish,
   (16) St. Daniel the Prophet Parish,
   (17) St. Francis Xavier Parish,
   (18) St. Gregory Parish,
   (19) St. Henry Parish,
   (20) St. Jerome Parish,
   (21) St. Joachim & St. Anne Parish,
   (22) St. John the Baptist Parish,
   (23) St. John Vianney Parish (Goodyear),
   (24) St. Joseph Parish,
   (25) St. Louis the King Parish,
   (26) St. Maria Goretti Parish,
   (27) St. Mark Parish,
   (28) St. Matthew Parish,
   (29) St. Mary's Parish (Chandler),
   (30) St. Mary's Basilica,
   (31) St. Michael Parish,
   (32) St. Peter Parish,
   (33) SS. Simon & Jude Cathedral,
   (34) St. Theresa Parish,
   (35) St. Thomas the Apostle Parish,
   (36) St. Vincent de Paul Parish,
   (37) Santa Teresita Parish, and
   (38) Queen of Peace Parish

The Phoenix Diocese, the Phoenix Parishes and the Tucson Diocese
are parties to two primary categories of disputes in the Chapter
11 case:

   (1) Possible disputes over claims for indemnity and
       contribution related to alleged Tort Claims against the
       Tucson Diocese and co-defendants, including but not
       limited to claims that certain of the Phoenix Parishes or
       the Phoenix Diocese are liable for allegations involving
       sexual abuse by clergy, workers or volunteers working in
       the Phoenix Parishes prior to December 2, 1969; and

   (2) Disputes over the scope of property of the estate,
       including any avoidance actions or contribution actions.

The Phoenix Diocese Settlement provides that:

   * in consideration of being treated as Participating Third
     Parties and a Released Parties under Tucson's Plan, the
     Phoenix Diocese and the Phoenix Parishes agree to contribute
     $200,000 to the Fund; and

   * the Tucson Diocese, the Phoenix Diocese and Phoenix
     Parishes exchange mutual releases.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 53
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTRAL VERMONT: Offering to Buy 2.25 Mil. Shares For $50.62 Mil.
-----------------------------------------------------------------
Central Vermont Public Service Corporation (NYSE: CV) is offering
to purchase for cash up to 2,250,000 shares of its common stock,
par value $6 per share, at a price not greater than $22.50 nor
less than $20.50 per share, net to the seller in cash, without
interest.

Central Vermont intends to use up to $50,625,000 to repurchase its
shares pursuant to the tender offer.  In the event the purchase
price is less than the maximum price of $22.50 per share and more
than 2,250,000 shares are tendered pursuant to the tender offer at
or below the purchase price, Central Vermont may exercise its
right to purchase up to an additional 2% of its outstanding shares
without extending the tender offer, so that Central Vermont
repurchases up to $50,625,000 of its shares.

The tender offer will expire at 5:00 p.m., New York City Time, on
March 15, 2006, unless Central Vermont extends the tender offer.

The information agent for the company's tender offer is:

      Morrow & Co., Inc.
      470 West Avenue
      Stamford, CT 06902

A full-text copy of the company's tender offer documentation is
available at no charge at http://ResearchArchives.com/t/s?663

Founded in 1929, Central Vermont Public Service is Vermont's
largest electric utility.  Central Vermont's non-regulated
subsidiary, Eversant Corporation, sells and rents electric water
heaters through a subsidiary, SmartEnergy Water Heating Services.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Fitch Ratings downgraded the rating on Central Vermont Public
Service's senior secured debt to 'BBB' from 'BBB+' and cut the
rating on the utility's preferred stock to 'BB+' from 'BBB-'.  
Fitch says the Rating Outlook is stable.


CENTRAL VERMONT: Board Approves Incentive Plan for Executives
-------------------------------------------------------------
The Board of Directors of Central Vermont Public Service approved
on Feb. 27, 2006, the Company's 2006 Management Incentive Plan
structure and targets for executive officers.

The structure and targets include measures in four categories:

   -- financial,
   -- customer,
   -- process, and
   -- people.

The goal of the measures is to focus management to drive high
customer service at the lowest cost by motivating and developing
employees and ensuring their safety, in order to provide the best
return for its shareholders.

The Board of Directors also approved the structure and targets for
the Long-Term Incentive Plan for executive officers, which
delivers 100% of its value in performance shares:

   -- 50% of performance shares based on the Company's total
      shareholder return compared to all other electric and
      combination utilities over a three-year period, and

   -- 50% of performance shares based on the Company's three-year
      performance compared to predetermined key operational
      measures.

The key operational measures include Return on Assets, restoration
of the Company's bond rating to investment grade status, customer
satisfaction/perception compared to other electric utilities in
the East Region as reported by J.D. Power and exceeding service
quality standards negotiated with State regulators.

                            Stock Grant

The Board also approved a stock grant for 4,500 shares to Robert
H. Young, President and Chief Executive Officer of the Company.  
The shares are restricted stock and have a two-year vesting
period.  The Board gave a stock grant to Mr. Young because of his
performance related to the profitable sale of Catamount Energy
Corporation, previously a wholly owned subsidiary.

A full-text copy of the Restricted Stock Award Agreement dated
Feb. 27, 2006, governing this award of stock under the terms of
the utility's 2002 Long-Term Incentive Plan is available for free
at http://ResearchArchives.com/t/s?662

Founded in 1929, Central Vermont Public Service is Vermont's
largest electric utility. Central Vermont's non-regulated
subsidiary, Eversant Corporation, sells and rents electric water
heaters through a subsidiary, SmartEnergy Water Heating Services.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Fitch Ratings downgraded the rating on Central Vermont Public
Service's senior secured debt to 'BBB' from 'BBB+' and cut the
rating on the utility's preferred stock to 'BB+' from 'BBB-'.  
Fitch says the Rating Outlook is stable.


CONEXANT SYSTEM: Gets $195M in Private Placement of 4% Conv. Notes
------------------------------------------------------------------
Conexant System, Inc., completed the sale of $200 million
aggregate principal amount of its 4% convertible subordinated
notes due 2026 in a private placement exempt from the registration
requirements of the Securities Act of 1933, as amended.

The Notes were sold to Lehman Brothers Inc. under a March 2, 2006,
Purchase Agreement.  They were issued pursuant to a March 7, 2006,
Indenture, between the Company and J.P. Morgan Trust Company,
National Association, as trustee.

The Company received $195 million of net proceeds from the
offering, after deducting the $4.5 million discount to Lehman
Brothers and the estimated offering expenses.  The Company has
granted Lehman Brothers an option, exercisable on or before
April 1, 2006, to purchase up to an additional $50 million
aggregate principal amount of Notes.

The Company will pay 4% cash interest on the Notes semi-annually
in arrears on March 1 and September 1 of each year, beginning on
September 1, 2006.  The Notes mature on March 1, 2026.

The Notes are convertible into shares of the Company's common
stock, par value $.01 per share, based on an initial conversion
rate, subject to adjustment, of 203.2520 shares per $1,000
principal amount of Notes (which represents an initial conversion
price of approximately $4.92 per share)

Beginning on March 1, 2011, the Company may redeem the Notes.  
Holders may also require the Company to purchase all or a portion
of their Notes on each of March 1, 2011, March 1, 2016 and
March 1, 2021.  

The Notes are unsecured subordinated obligations and will be
subordinated in right of payment to all of the Company's existing
and future senior unsecured indebtedness, structurally
subordinated to the indebtedness of the Company's subsidiaries,
effectively subordinated to the Company's secured debt to the
extent of the value of the security, and equal in right of payment
with certain of the Company's subordinated debt.

A full-text copy of the Indenture is available for free at
http://ResearchArchives.com/t/s?657

Conexant Systems, Inc. -- http://www.conexant.com/-- is a
fabless semiconductor company.  The company has approximately
2,400 employees worldwide, and is headquartered in Newport Beach,
California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newport Beach, California-based Conexant Systems, Inc.,
to 'B-' from 'B' on projections of sharply reduced sales and
profitability over the next few quarters.  S&P said the outlook is
negative.


CONSUMERS TRUST: Wants F. Tregear's Advice on English Law Matters
-----------------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to hire Francis
Tregear QC to advise David Rubin and Henry Lan, the Receivers for
the Debtor, and Lawrence Graham LLP, the Debtor's special English
law counsel.

As reported in the Troubled Company Reporter on Feb. 9, 2006, the
Debtor hired Lawrence Graham LLP to represent it in matters before
the High Court of Justice, Chancery Division, in London.

Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP, in New
York, informs the Court that barristers practice independently of
each other but, for the administrative convenience and practice
specialization, operate from offices called chambers.  Each
barrister is retained by a solicitor on the basis of his known
skills and will represent his client through the solicitor who
instructs him and is responsible for his fees.

According to Mr. Friedman, the Chambers of Martin Mann QC and Alan
Steinfeld QC, in which Mr. Tregear is a tenant, has a reputation
for, among other things, expertise in bankruptcy, fraud, asset
recovery, professional negligence and trust law.  Mr. Tregear has
worked with both corporate and individual bankruptcy cases and has
worked on claims by liquidators and trustees to set aside
transactions and trace assets worldwide after misappropriation by
directors and employees.  He also has experience in trust law,
including tracing of assets following the imposition of a
constructive trust and accessory liability.  He has prosecuted
claims, in court and in arbitration proceedings, against
solicitors, barristers, accountants and valuers, principally
arising out of previous litigation or property or share
transactions, and has handled disciplinary proceedings against
solicitors.

Mr. Tregear will be:

   (1) taking necessary actions before the High Court with respect
       to tracing and marshaling the Debtor's assets;

   (2) appearing before the High Court to prosecute any actions
       against individuals and entities resident in the United
       Kingdom that may arise in connection with the
       administration and management of the Debtor prior to the
       commencement of the chapter 11 case;
       
   (3) taking necessary actions to enforce the automatic stay in
       the United Kingdom or to facilitate the investigation of
       the Debtor's affairs being conducted by the Debtor and the
       Official Committee of Unsecured Creditors, including the
       examination under Rule 2004 of the Federal Rules of
       Bankruptcy Procedure of individuals and entities resident
       in the United Kingdom; and

   (4) advising with respect to the Trust's property and the scope
       and interpretation of the High Court order appointing the
       Receivers, including actions to obtain clarifications or
       augmentation of the order or supplemental orders to
       facilitate the ability of the Receivers and the Debtor to
       carry out their fiduciary duties and obligations under the
       Bankruptcy Code and the order of the High Court.
       
Mr. Tregear's current standard hourly rate is GBP375 per hour
(approximately $650 per hour).

Under the practices of the United Kingdom, only solicitors may
instruct and compensate barristers.  Accordingly, the Debtor
requests that in lieu of direct payment of fees and expenses from
the Debtor to Mr. Tregear, it be authorized to remit payments to
Lawrence Graham, which, in turn, will compensate Mr. Tregear.  
This arrangement does not prejudice the Debtor's right or the
right of any other party-in-interest to object to any fees or
expenses to be paid to Mr. Tregear through Lawrence Graham, Mr.
Friedman assures the Court.  

Mr. Tregear assures the Court that he is "disinterested" as the
term is defined in Section 101(14) of the Bankruptcy Code and that
he does not hold any interest adverse to the Debtor.  

Headquartered in London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  The Debtor
hired Fraser Milner Casgrain LLP to represent it in its ancillary
proceeding in Canada under the Canadian Companies' Arrangement
Act.  David Rubin & Partners is the Debtor's financial advisor.  
David L. Barrack, Esq., at Fulbright & Jaworski L.L.P represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated between
$1 million to $10 million in total assets and more than
$100 million in total debts.


CONTINENTAL AIRLINES: Expects Significant Loss in First Quarter
---------------------------------------------------------------
Continental Airlines, Inc., expects to record a significant loss
for the first quarter of 2006, Jennifer L. Vogel, the Company's
Senior Vice President, General Counsel, Secretary and Corporate
Compliance Officer, disclosed in a Form 8-K filing with the
Securities and Exchange Commission.

As reported in the Troubled Company Reporter on Jan. 19, 2006, the
Company reported a $43 million fourth quarter 2005 net loss
including a gain of $106 million related to the sale of Copa stock
and other special charges of $21 million.

The Company incurred a $68 million net loss for the full year
2005, including all 2005 special items.  Excluding those special
items, the Company recorded a net loss of $205 million for the
full year 2005.

The Company estimates cargo, mail and other revenue will be
approximately $255 million for the first quarter 2006.  Debt and
capital lease principal payments for the first quarter 2006 are
estimated to be approximately $81 million.

The Company expects to record around $26 million of income for the
full year 2006 (approximately $6.5 million per quarter) related an
with ExpressJet Holdings, Inc.  Under the agreement, ExpressJet
currently flies all of its aircraft (which consist entirely of
regional jet aircraft) on Continental's behalf, and Continental
handles scheduling, ticket prices and seat inventories for these
flights.  In exchange for ExpressJet's operation of the flights
and performance of other obligations under the agreement,
Continental pays ExpressJet for each scheduled block hour based on
an agreed formula.

Continental anticipates ending the first quarter 2006 with an
unrestricted cash and short-term investments balance of between
$1.9 billion and $2.0 billion.

A full-text copy of the Investor Update is available for free at
http://ResearchArchives.com/t/s?65c

Continental Airlines -- http://continental.com/-- is the world's     
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  Fortune ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  Fortune also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investor Services affirmed all debt ratings of Continental
Airlines, Inc. -- corporate family rating at B3 -- as well as all
tranches of the Enhanced Equipment Trust Certificates supported by
payments from Continental and the SGL-3 Speculative Grade
Liquidity rating.  Moody's said the outlook has been changed to
stable from negative.

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch Ratings affirmed the 'CCC' issuer default rating of
Continental Airlines, Inc. (NYSE: CAL).  Fitch also affirmed
Continental's senior unsecured rating of 'CC', with a recovery
rating of 'RR6'.  Continental's senior unsecured rating applies to
approximately $700 million of outstanding debt.  Fitch said the
Rating Outlook for Continental remains Stable.


COTT CORP: Earns $24.6 Million of Net Income in 2005 Fiscal Year
----------------------------------------------------------------
Cott Corporation delivered its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2005, to the Securities and Exchange
Commission on March 6, 2006.

For the fiscal year ended Dec. 31, 2005, Cott Corp.'s net income
decreased to $24,600,000 from net income of $78,300,000 for the
fiscal year ended Jan. 1, 2005.

For the fiscal year ended Dec. 31, 2005, Cott Corp.'s total
revenues increased to $1,755,300,000 from total revenues of
$1,646,300,000 for the year ended Jan. 1, 2005.

At Dec. 31, 2005, Cott Corp.'s balance sheet showed $1,171,400,000
in total assets and $689,500,000 in total liabilities.

                  Financial Borrowings in 2005

On March 31, 2005, Cott Corp. entered into committed senior
secured credit facilities that will expire on March 31, 2010.  The
facilities replaced the Company's former committed senior secured
credit facility in the U.S. and Canada and its demand bank credit
facility in the U.K.  Those multicurrency facilities were amended
on Aug. 10, 2005, to:

    -- increase them to $225 million from $100 million,
    -- add Macaw (Soft Drinks) Limited as a co-borrower,
    -- consent to the Macaw Acquisition, and
    -- increase the maximum facility amount to $350 million.

The amended facilities allow for revolving credit borrowings in a
principal amount of up to $225 million provided Cott Corp. is in
compliance with the covenants and conditions of the agreement.  

The amended facilities include two separate facilities:

  1) a $220 million multicurrency facility made by certain lenders
     to the Company and its indirect wholly-owned subsidiaries,
     Cott Beverages Inc., Macaw (Soft Drinks) Limited and Cott
     Beverages Limited as co-borrowers, and

  2) a $5 million Mexican facility made by certain lenders to Cott
     Corp.'s indirect 90% owned subsidiary Cott Embotelladores de
     Mexico, S.A. de C.V.

A full-text copy of Cott Corp.'s Form 10-K report is available for
free at http://ResearchArchives.com/t/s?661

Headquartered in Toronto, Ontario, Canada, Cott Corporation --
http://www.cott.com/-- is one of the world's largest retailer   
brand beverage suppliers whose principal markets are North
America, the United Kingdom and Mexico.  In addition to carbonated
soft drinks, the Company's product lines include clear, sparkling
flavored beverages, juice-based products, bottled water, energy
drinks and iced teas.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Moody's Investors Service downgraded (x) Cott Beverages, Inc.'s
Senior Subordinated Regular Bond/Debenture rating to B1 from Ba3
and (y) Cott Corporation's Corporate Family Rating, to Ba3 from
Ba2.  Moody's said the the debt ratings of Cott Corporation
reflect the company's weak operating performance to date, as
well as Moody's expectation that continued operating challenges
will drag down performance through 2006 until the company's
restructuring plans are fully implemented.  The ratings outlook is
stable, Moody's said.  

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services lowered its ratings on Toronto-
based private label soft drink manufacturer Cott Corp. by one
notch, including its corporate credit rating, to 'BB-' from 'BB'.  
At the same time, the ratings were removed from CreditWatch, where
they were placed with negative implications Sept. 21, 2005,
following the company's announcement of substantially weaker
earnings expected for 2005.  S&P said the outlook is negative.


CREDIT SUISSE: Moody's Affirms Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of 13 classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2002- CKN2:

   * Class A-1, $12,100,145, Fixed, affirmed at Aaa
   * Class A-2, $116,844,000, Fixed, affirmed at Aaa
   * Class A-3, $572,398,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-SP, Notional, affirmed at Aaa
   * Class A-Y, Notional, affirmed at Aaa
   * Class B, $34,430,000, Fixed, upgraded to Aaa from Aa2
   * Class C-1, $15,000,000, WAC CAP, upgraded to Aa3 from A2
   * Class C-2, $14,840,000, WAC CAP, upgraded to Aa3 from A2
   * Class D, $9,181,000, WAC CAP, upgraded to A1 from A3
   * Class E, $11,477,000, WAC CAP, upgraded to A3 from Baa1
   * Class F, $13,772,000, WAC CAP, upgraded to Baa1 from Baa2
   * Class G, $10,329,000, WAC CAP, affirmed at Baa3
   * Class H, $11,477,000, WAC CAP, affirmed at Ba1
   * Class J, $12,624,000, WAC CAP, affirmed at Ba2
   * Class K, $4,591,000, WAC CAP, affirmed at Ba3
   * Class L, $4,590,000, WAC CAP, affirmed at B1
   * Class M, $9,182,000, WAC CAP, affirmed at B2
   * Class N, $2,295,000, WAC CAP, affirmed at B3

As of the Feb. 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 5.5% to
$868.1 million from $918.1 million at securitization.  The
Certificates are collateralized by 202 loans, ranging in size from
less than 1.0% to 6.2% of the pool, with the top ten loans
representing 35.5% of the pool.  The pool includes two investment
grade shadow rated loans, representing 9.9% of the pool.  Ninety
loans, representing approximately 19.0% of the pool, are secured
by residential cooperative properties.  Six loans, representing
5.9% of the pool, have defeased and are collateralized by U.S.
Government securities.  The largest defeased loan is the Verandah
Loan, which is the pool's sixth largest loan.

Two loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $2.8 million.  At this
time there are no loans in special servicing.  Twenty-six loans,
representing 13.9% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 and partial year 2005
operating results for 100.0% of the pool, excluding the defeased
loans and the co-op loans.  Moody's weighted average loan to value
ratio is 88.5%, compared to 89.5% at securitization.  The upgrade
of Classes B, C-1, C-2, D, E and F is due to improved overall pool
performance, a relatively high percentage of defeased loans and
increased credit support.

The largest shadow rated loan is the Beaver Valley Mall Loan,
which is secured by a 1.2 million square foot regional mall
located approximately 35 miles northwest of downtown Pittsburg in
Center Township, Pennsylvania.  The property is anchored by Sears,
J.C. Penney, Kaufmann's and Boscov's.  Kaufmann's owns its own
store and is not part of the collateral.  In-line space is 85.0%
occupied, essentially the same as at securitization.  The mall's
performance has declined slightly since securitization due to
lower income and higher expenses.  The decline in performance has
been partially offset by loan amortization.  The loan sponsor is
PREIT, a private real estate investment trust headquartered in
Philadelphia.  Moody's current shadow rating is Baa3, the same as
at securitization.

The second largest shadow rated loan is the 330 West 34th Street
Loan, which is secured by the fee interest in the underlying land
beneath a 637,000 square foot office building located in the Penn
Plaza submarket of New York City.  The property is 94.7% occupied,
compared to 100.0% at securitization.  The largest tenants are the
City of New York and the Bank of New York. Moody's current shadow
rating is A2, the same as at securitization.

The top three conduit loans represent 14.5% of the pool.  The
largest conduit loan is the Paradise Island Apartments Loan, which
is secured by a 980-unit multifamily complex located in
Jacksonville, Florida.  The property is 96.5% occupied, compared
to 84.0% at securitization.  Despite the higher occupancy, the
property's financial performance has declined since securitization
due to lower rental rates, lease concessions and higher expenses,
particularly real estate taxes and insurance. The decline in
performance has been partially offset by loan amortization.  
Moody's LTV is 98.2%, compared to 98.6% at securitization.

The second largest conduit loan is the PNC Center Loan, which is
secured by a 498,000 square foot office building located in
downtown Cincinnati, Ohio.  The property is 88.6% occupied,
compared to 92.0% at securitization.  The largest tenants are PNC
Bank, NA and Frost Brown Todd, a local law firm.  Financial
performance has been stable.  Moody's LTV is 88.6%, compared to
91.8% at securitization.

The third largest conduit loan is the San Bruno Towne Center Loan,
which is secured by a 157,000 square foot retail center located in
San Bruno, California.  The property is 98.5% leased, essentially
the same as at securitization.  Major tenants include Marshall's
and Comp USA.  The center is shadow anchored by Albertson's and
Lowe's Home Improvement Warehouse.  Moody's LTV is 85.1% ,compared
to 90.8% at securitization.

The pool's collateral is a mix of multifamily, office, retail,
U.S. Government securities, industrial and self storage, mixed use
and lodging.  The collateral properties are located in 28 states
and Washington, D.C. The highest state concentrations are New
York, Florida, California, Texas and Pennsylvania.  All of the
loans are fixed rate.


DANA CORP: Judge Lifland Approves Sec. 345 Investment Guidelines
----------------------------------------------------------------
Pursuant to Section 345(b) of the Bankruptcy Code, any deposit or
other investment made by a debtor, except those insured or
guaranteed by the United States or by a department, agency or
instrumentality of the United States or backed by the full faith
and credit of the United States, must be secured by either a bond
in favor of the United States that is secured by the undertaking
of a corporate surety approved by the United States Trustee for
the relevant district or the deposit of securities of the kind
specified in 31 U.S.C. Section 9303.  Section 345(b) of the
Bankruptcy Code provides further, however, that a bankruptcy
court may allow the use of alternatives to these approved
investment guidelines "for cause".

Corinne Ball, Esq., at Jones Day, in New York, relates that any
and all excess funds generated by Dana Corporation and its debtor-
affiliates are either:

   (a) maintained in domestic bank accounts insured by the United
       States, or

   (b) invested in low risk overnight investments through
       Investment Accounts.

"Although the Investment Guidelines may not strictly comply with
the approved investment guidelines identified in section 345 of
the Bankruptcy Code in all cases, the Debtors' deposits and
investments nevertheless are safe, prudent and designed to yield
the maximum reasonable net return on the funds invested, taking
into account the safety of such deposits and investments," Ms.
Ball says.

Accordingly, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York, on an
interim basis, to invest and deposit funds in accordance with
their Investment Guidelines.  The Honorable Burton R. Lifland
permits the Debtors' banks to accept and hold or invest funds, at
the Debtors' direction, in accordance with the Investment
Guidelines.

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


DAVE LUXEMBURG: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dave Luxemburg
        1250 Hooper Road
        Pineville, LA 71360

Bankruptcy Case No.: 06-80134

Type of Business: The Debtor is the owner of Ver-Trans Elevator
                  Co., Inc., which filed for chapter 11 protection
                  on February 13, 2006 (Bankr. W.D. Louisiana,
                  Case No. 06-80081).

Chapter 11 Petition Date: March 10, 2006

Court: Western District of Louisiana (Alexandria)

Debtor's Counsel: Bradley L. Drell, Esq.
                  Gold, Weems, Bruser, Sues & Rundell
                  P.O. Box 6118
                  Alexandria, Louisiana 71307-6118
                  Tel: (318) 445-6471
                  Fax: (318) 445-6476

Total Assets:   $400,000

Total Debts:  $1,460,706

Debtor's 8 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
Internal Revenue Service                 $425,000
Special Procedures Function
600 South Maestri Place, Stop 31
New Orleans, LA 70190

Louisiana Dept. of Revenue & Tax          $75,000
P.O. Box 3138
Baton Rouge, LA 70821-3138

Hancock Bank                              $53,704
P.O. Box 4091
Gulfport, MS 39502-4091

Trustees of National Elevator             $10,000
Industry, Pension, Health &
Education Funds

American Express                          $16,875

Washington Mutual                          $9,209

Capital One                                $1,199

Cross Country Bank                           $219


DESTINY OPPORTUNITIES: Case Summary & 7 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Destiny Opportunities, Inc.
        7220 East Mary Sharon Drive, Suite 148
        Scottsdale, Arizona 85262

Bankruptcy Case No.: 06-00593

Chapter 11 Petition Date: March 9, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jon S. Musial, Esq.
                  8230 East Gray Road
                  Scottsdale, Arizona 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653

Total Assets: $10,200,500

Total Debts:   $1,197,314

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bernard Forst                                           $75,000
P.O. Box 1843
Mobile Alabama 36633-1843

Harrison Bros. Dry Dock Repair                          $50,000
P.O. Box 1843
Mobil Alabama 36633-1843

Sea Mountain Group                                      $29,850
Re Lloyd's London Insurance
19630 - 76th Avenue
Lynnwood, WA 98036-5843

Heggarty & Associates, LLC       Consulting Services    $25,000

Schrider & Associates, Inc.                             $10,000

Carrier                                                  $1,260

Martco                                                   $1,204


DOLLAR FINANCIAL: S&P Upgrades 9.75% Notes' Rating to B+ from B
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty credit rating on Dollar Financial Group Inc.  
Standard & Poor's also raised its senior unsecured debt rating for
the company's 9.75% notes due 2011 to 'B+' from 'B.'
      
"The rating action on the firm's senior unsecured debt resulted
from a lessening of the proportion of secured financing relative
to the firm's overall debt burden," said Standard & Poor's credit
analyst Rian M. Pressman, CFA.

While the company may borrow up to $80 million under a secured
credit facility, Standard & Poor's have greater confidence in
management's ability to sustain a more satisfactory debt profile.
At Dec. 31, 2005, the firm held cash of about $100 million, which
represented 24% of total assets.  At that time, Dollar had drawn
$20 million of its $80 million revolver.  While the firm may draw
further on its credit facility, Standard & Poor's does not expect
this secured financing to rise to a level that would structurally
subordinate the unsecured debt.
     
The ratings are limited by the firm's high leverage and moderate
interest coverage.  The rating also takes into account Dollar's
good geographic diversity and limited exposure to economic cycles,
as well as demographic and technological trends that buttress
management's strategy of pursuing growth in the nonbank financial
services arena.  The firm's exposure to adverse regulatory action
is a threat to earnings, but it may also benefit Dollar from a
competitive standpoint because the firm's codified procedures and
diverse earnings stream provide advantages vis-.-vis smaller
competitors.
     
During the past 12 months, Dollar has continued to grow at a rapid
pace while earnings have stabilized.  Standard & Poor's
anticipates that Dollar will remain highly leveraged and that
management's focus on rapid growth will continue to pressure
earnings.  Nevertheless, the firm's multiproduct, multigeography
profile has helped it to perform well during the past year despite
difficulties caused by more stringent FDIC guidance to its partner
banks and losses due to Hurricane Katrina.
     
The stable outlook is based on the firm's improved core profit and
funding profile balanced against our expectation that the firm
will maintain high financial leverage.  Standard & Poor's will
monitor the operational risks that attend its growth strategy and
the possibility that earnings difficulties could reduce the firm's
already narrow interest coverage.


ENCOMPASS HOLDINGS: March 31 Balance Sheet Upside-Down by $1.4MM
----------------------------------------------------------------
Nova Communications Ltd., nka Encompass Holdings, Inc., delivered
an amended quarterly report on Form 10-QSB/A for the quarter
ending March 31, 2005, to the Securities and Exchange Commission
on March 6, 2006.

The Company did not include in its amended quarterly report any
explanation about why it filed the amended report or what changed.

For the three months ended March 31, 2005, Encompass Holdings
reported a $229,778 net loss on $145,000 of revenue.  In the same
quarter a year ago, Encompass reported a net loss of $1,430,054
and no revenue.  

At March 31, 2005, Encompass Holdings' balance sheet showed
$411,946 in total assets and $1,881,173 in total liabilities.

                     Going Concern Doubt

Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Nova's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005 and 2004.  The auditing firm points to the Company's
significant operating losses and working capital deficit.

A full-text copy of Nova Communications' Form 10-QSB/A is
available for free at http://ResearchArchives.com/t/s?664

Nova Communications Ltd., nka Encompass Holdings, Inc., is
involved in acquiring ownership interests in developing companies
in a wide range of industries and providing financing and
managerial assistance to those companies.  The Company currently
has one subsidiary, Aqua Xtremes, Inc., which is involved in
manufacturing and marketing a personal watercraft and the rotary
engine that drives the jet pump and propels the watercraft.  Aqua
Xtremes, Inc. in turn has a wholly-owned subsidiary, Xtreme
Engines, Inc.  At the present time, Encompass Holdings owns 51% of
the issued and outstanding common stock of Aqua Xtremes.

As of March 31, 2005, Encompass Holdings' equity deficit widened
to $1,469,227 from a deficit of $1,254,899 at Dec. 31, 2004.


EPCO HOLDINGS: S&P Affirms B+ Credit Rating & Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on midstream energy holding company EPCO Holdings
Inc. following its annual review of the company.
     
The outlook is stable.  As of Dec. 31, 2005, the Houston,
Texas-based company had $1.72 billion of debt outstanding.
     
EPCO Holdings is an intermediate holding company that holds an
indirect ownership interest in the general partner of midstream
energy company TEPPCO Partners L.P. (BBB-/Stable/--) and an 86%
ownership interest in the general partner of midstream energy
company Enterprise Products Partners L.P. (BB+/Stable/--).
     
EPCO Holdings is 100% owned by EPCO Inc., a private company
controlled by Dan Duncan.
     
EPCO Holdings also has an indirect ownership interests in common
limited partner units of Enterprise Products and TEPPCO.
      
"The quality of cash flow servicing the term loan is speculative
grade because it comes from the residual cash flow from two master
limited partnerships, TEPPCO and Enterprise Products," said
Standard & Poor's credit analyst Aneesh Prabhu.
     
Standard & Poor's also said that the group's reliance by the group
on one person, Mr. Duncan, is a concern.
     
Incentive distributions rights that accrue to the general partner,
as well as distributions from the limited partner units, service
debt at EPCO Holdings.  EPCO Holdings conducts no other business.


FIDELITY NAT'L: S&P Lifts Corp. Credit & Sr. Sec. Ratings to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and senior debt ratings on Fidelity National Financial Inc.
(NYSE:FNF) and Fidelity National Title Group Inc. (FNT) to 'BBB'
from 'BBB-' and removed the ratings from CreditWatch positive
where they were placed on Sept. 15, 2005.
     
At the same time, Standard & Poor's raised its counterparty credit
and financial strength ratings on the seven title underwriters
that constitute the Fidelity National Title Insurance Cos. Group
to 'A' from 'A-'.
     
The outlook is stable.
     
The ratings on FNT are primarily based on the underlying
counterparty credit and financial strength ratings on Fidelity
Title.
      
"The rating actions on FNF and its related entities follows our
removal of FNF's majority owned subsidiary Fidelity National
Information Services Inc. (FIS) from CreditWatch where it was
placed on Sept. 15, 2005," explained Standard & Poor's credit
analyst Donovan Fraser.

At the same time Standard & Poor's raised the corporate credit and
senior secured ratings on FIS to 'BB+' from 'BB'.
      
"The rating actions follow the completed merger of FIS with
Certegy Inc., which has combined operations to form a single
publicly traded entity," added Mr. Fraser.  The name of the
combined company will become Fidelity National Information
Services Inc.
     
The ratings reflect:

   * the new FIS' contribution of the company's prospective
     recurring revenue base;

   * good cash-flow generation; and

   * the opportunity to realize both product and cost synergies
     over time.

"The merger over time is expected to enhance FIS' competitive
position, and hence FNF's enterprise value, by increasing market
penetration through a broader product offering, expanding
geographic reach, and creating greater scale," said Mr. Fraser.
     
In 2005, FNF had consolidated revenues and pretax operating income
of about $10 billion and $1.6 billion, respectively.  FIS pro
forma revenues and EBITDA are expected to be about $4 billion and
$1 billion, respectively.  

As of Sept. 30, 2005, FNF's consolidated debt-to-total-capital
ratio and GAAP interest coverage were about 46% and 11x,
respectively.  FNF's pro forma consolidated debt-to-capital is
expected to be less than 40%, while interest coverage is expected
to remain extremely strong and at more than 12x.
     
The outlook on FNF is based on the financial strength of FNF's
title operations coupled with Standard & Poor's expectation that
the ratings on FIS could be raised to investment grade, as the
company:

   * realizes cost synergies;
   * successfully integrates operations; and
   * reduces debt levels from its good free cash flow generation.

Should FNF successfully manage the organizations' increased
complexity while maintaining Fidelity Title's industry-leading
market share and operating margins, Standard & Poor's would change
the outlook to positive, however any deleterious effect on
Fidelity Title's competitive position would lead to a revision in
outlook or downgrade.


FUNCTIONAL RESTORATION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Functional Restoration Medical Center, Inc.
        18065 Ventura Boulevard
        Encino, California 91316
        Tel: (818) 708-6163

Bankruptcy Case No.: 06-10306

Type of Business: The Debtor previously filed for Chapter 11
                  protection on December 12, 2005
                  (Bankr. C.D. Calif. Case No. 05-50123).

Chapter 11 Petition Date: March 9, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Daniel A. Lev, Esq.
                  SulmeyerKupetz
                  333 South Hope Street, 35th Floor
                  Los Angeles, California 90071
                  Tel: (213) 626-2311
                  Fax: (213) 629-4520

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Hitachi Medical System                  $490,171
America Inc.
1959 Summit Commerce Park
Twinsburg, OH 44087

Farid Afra Pension Profit Sharing       $430,000
P.O. Box 18432
Beverly Hills, CA 90209

JimLiz Med Services, Inc.               $400,000
P.O. Box 9042
Long Beach, CA 90810

Simon Songhorian                        $335,980
4506 Elabaca Place
Tarzana, CA 91356

Sassan Salehipour                       $300,000
4450 Vista Place
La Canada Flintridge, CA 91011

Peter Brown                             $250,000
6320 Van Nuys Boulevard
Suite 208
Van Nuys, CA 91401

SMXC                                    $228,910

Santa Monica Distributor                $200,000

Behrouz Rahimpour                       $200,000

Hamid Yousefian                         $200,000

Nasser Shayesteh                        $200,000

Sadegh Shayesteh                        $200,000

GE Medical Systems                      $170,000

Shahpoor Ashourzadeh                    $150,000

Kevin Nonejad                           $130,000

Fariborz Jafarinejad                    $130,000

Ozzi Bidar                              $130,000

Kambiz Betaharon                        $100,000

Simin Nahardani                         $100,000

Max-M Servatjoo                          $80,000


FUTURE MEDIA: Maynards Industries to Oversee Asset Sale  
-------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California, Central Valley Division,
authorized Future Media Productions, Inc., to enter into an
agency agreement with Maynards Industries Ltd.  Maynards, a
Portland-based auctioneer, will oversee the sale of substantially
all of the Debtor's assets.

The Debtor inked the agreement with Maynard to facilitate a quick
and orderly liquidation of its assets.  Prior to signing the
agreement, the Debtor solicited offers from other auctioneers
after unsuccessfully marketing its business as a going concern.  
The Agreement includes a $275,000 breakup fee if Maynards' bid
were topped by another auctioneer.

As the Debtor's agent, Maynards is authorized to sell the Debtor's
assets at public auctions or private sales.  Pursuant to the
agreement, Maynards is required to sell the Debtors assets, for
net proceeds of at least $7.6 million, by July 1, 2006.  The
Debtor also requires Maynards to deliver a $3 million irrevocable
letter of credit by March 5, 2006.

Maynards is entitled to a buyer's premium equal to 15% of the net
proceeds for each asset sold at an on-line auction or 12% from
other sale methods.

Maynards will conduct a two-day auction of the Debtor's assets on
March 29 and March 30, 2006, at 24811 Avenue Rockefeller in
Valencia, California.  Additional information about the auction is
available for free at http://researcharchives.com/t/s?655

A copy of the Debtor's 40-page agency agreement with Maynards is
available for a fee at  

  http://www.researcharchives.com/bin/download?id=060309194750

Since inception in 1902, Maynards -- http://www.maynards.com/--  
has become one of the largest companies in North America
specializing in auctions and liquidation sales of industrial
machinery and equipment.  Maynards operates from eight permanent
locations in Canada, the United States, and Japan and manages
sales projects around the globe.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication  
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C. D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $12,370,783 in total assets and $30,650,669 in total
debts.


GREAT LAKES: Better Asset Values Prompt Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service raised the debt ratings of Great Lakes
Dredge & Dock Corporation -- senior secured to B2 from B3 and
senior subordinated to Caa2 from Caa3.  Moody's also affirmed the
Corporate Family Rating at B3 and changed the outlook to stable
from negative.

The rating upgrades of the secured bank instruments and the senior
subordinated notes reflect Moody's view of improved asset values,
which provide better cushion for the secured debt holders and
recovery prospects for the subordinated debt holders.  Greater
visibility of near-term prospects for Great Lakes' core dredge bid
market reduces uncertainty in the valuation of the vessels and
other collateral, improving the expected aggregate recovery.

Affirmation of the Corporate Family Rating at B3 and the change in
the outlook to stable reflects Moody's belief that Great Lakes
should steadily improve its operating margins and cash flow during
2006.  Free cash flow is expected to be sufficient to meet the
modest near-term debt obligations, and the company's liquidity has
improved as the revolving credit facility was recently restored to
$60 million.  The expectation of improved financial results is
based on greater stability of the domestic dredge bid market over
the near term, along with discipline in Great Lakes' bidding
strategy which favors higher contract margins over higher
equipment utilization, and ongoing customer diversification via
foreign markets and projects for the U.S. private sector.

Key drivers of the ratings include Great Lakes' long track record
as the largest domestic dredging company with an industry leading
30% market share, the size and stability of the U.S. domestic bid
market, and the company's cost structure which should produce a
modest improvement in gross margins under current market
conditions.  Great Lakes' efforts to diversify its customer base
also enhance the ratings.

The ratings could be downgraded if Great Lakes' market share or
the size of the domestic bid market declines significantly
resulting in sustained negative free cash flow, or if Debt to
EBITDA increases above 8.5x, or EBIT/Interest falls below 1.0x.
Additionally, a debt-financed acquisition which increases the
Company's leverage would also produce downwards pressure on the
ratings.  Ratings or the outlook could be raised if the Company
sustains positive free cash flow or if Debt to EBITDA is sustained
below 5.5x and EBIT to Interest is about 1.5x.

Ratings upgraded:

        Issuer: Great Lakes Dredge & Dock Corporation

        * senior secured to B2 from B3; and

        * senior subordinated to Caa2 from Caa3

Great Lakes Dredge and Dock Corporation, founded in 1890 and
headquartered in Oak Brook, IL is the largest provider of dredging
services in the United States.


GRUPO TMM: Buys Smit's 40% Minority Stake in SMR for $9.5 Million
-----------------------------------------------------------------
Grupo TMM, S.A. (NYSE:TMM) and (BMV:TMM A) agreed to purchase the
remaining 40% minority stake held by the Dutch company Smit in
Servicios Mexicanos en Remolcadores, S.A. de C.V. (SMR), a joint
venture company dedicated to providing harbor towing services
at the Port of Manzanillo, Mexico.  The agreed purchase price is
$9.5 million.  After the transaction, SMR will be a wholly owned
subsidiary of TMM.

Pursuant to the purchase of these third-party minority stakes in
SMR and Marmex, Grupo TMM now wholly owns its Specialized Maritime
Operations, which consist of Product and Chemical Tankers, Harbor
Tugs and Offshore Supply Vessel operations.

Moreover, the Company plans to increase its offshore fleet through
the acquisition of an additional AHTS (Anchor Handler Tug Supply)
vessel during the second quarter of 2006.

"We made the strategic decision to buy offshore vessels and the
remaining minority partnership interests in SMR and Marmex because
these transactions will improve cash flow to TMM by $18.8 million
per year, enable TMM to have full access to the cash flows
generated from these activities, and provide TMM with direct
control over the shipping assets under each business, reducing
dependency on third-party chartering of vessels and eliminating
future charter price volatility," Javier Segovia, president of
Grupo TMM, commented.

Mr. Segovia added, "The cost of operating our offshore fleet will
be reduced substantially, while at the same time we will
recapitalize the Company by building equity into the vessels, and
generate additional cash flow to TMM under the umbrella of
Mexico's Navigation Law and long-term time charters with our
customers in the Gulf of Mexico".

Headquartered in Mexico City, Grupo TMM S.A. --
http://www.grupotmm.com/-- is a Latin American multimodal
transportation and logistics company.  Through its branch
offices and network of subsidiary companies, TMM provides a
dynamic combination of ocean and land transportation services.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Grupo TMM S.A. to 'B-' from 'CCC.'  The rating was
removed from Creditwatch, where it was placed on Dec. 15,
2004.  S&P said the outlook is positive.


GUESS? INC: S&P Revises Outlook to Positive & Affirms BB- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Guess? Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed the company's ratings, including its
'BB-' corporate credit rating.
     
The outlook revision reflects Los Angeles-based Guess? Inc.'s
improving credit measures and increased geographic diversity.  The
company's cash flow protection measures have improved
significantly over the past three years due to better operating
results.  Guess? has also increased its geographic diversity.
Currently, about half of net income is generated in North America,
and Europe and worldwide licensing represents the other half.

"In the near to intermediate term," said Standard & Poor's credit
analyst Diane Shand, "the company has an opportunity to further
improve operating performance, despite the challenge of increased
competition."


HUDSON'S BAY: Revenue Decline Cues DBRS to Maintain Rating Review
-----------------------------------------------------------------
Dominion Bond Rating Service maintained the ratings of Hudson's
Bay Company "Under Review with Negative Implications" where they
were placed on Oct. 6, 2005, following the release of results for
the fiscal year ended Jan. 31, 2006.

Complete rating action:

      * Commercial Paper -- Under Review R-3 (high)

      * Notes & Debentures -- Under Review BB

      * Convertible Unsecured Subordinated Debentures
        -- Under Review BB (low)

Financial results were substantially below expectations and
reflect continuing weakness in the core merchandising business as
well as declining revenues in the financial services business,
which had previously generated the bulk of HBC's earnings.

DBRS notes that HBC has indicated that the Company will be
tendering for the MTN issue due June 15, 2007.  Coupled with the
scheduled maturity of the April 5, 2006, Debentures, all of the
Notes & Debentures of the business are likely to be retired within
the near term.  In addition, DBRS anticipates that the Convertible
Unsecured Subordinated Debentures will also be retired in the
immediate future.

Maintenance of the existing rating recognizes that risk of default
has not increased on the outstanding securities given the
expectation of imminent cash repayment.  Should any of these
securities still be outstanding beyond the tender period, DBRS
anticipates that a multi-notch downgrade may result.


HUDSON'S BAY: S&P Keeps BB- Rating on Watch With Neg. Implications
------------------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings, including its
'BB-' corporate credit rating, on Toronto-based Hudson's Bay Co.
(HBC) on CreditWatch with negative implications, where they were
placed Nov. 29, 2005.  The CreditWatch update follows HBC's
announcement on March 8, 2006, that it intends to make an offer to
purchase all of its CDN$120 million 7.5% unsecured MTNs
outstanding due June 2007.  This offer will complete new owner
Maple Leaf Heritage Investment's intention to redeem all of HBC's
debt obligations outstanding.
     
HBC had previously announced its intention to redeem all of its
CDN$200 million unsecured subordinated debentures due December
2008, and the company's April 2006 CDN$160 million debentures will
be repaid upon maturity.
     
"Thus far, MLHI has acquired more than 60% of HBC's subordinated
debentures and more than 80% of HBC's common stock with the
intention of privatizing the company," said Standard & Poor's
credit analyst Don Povilaitis.
     
Standard & Poor's will withdraw all the ratings upon substantial
redemption of these debt issues.  Should the debt redemption not
occur, however, the ratings would likely be lowered to reflect the
company's very poor fiscal 2006 operating results.


IMAX CORP: Hires Allen & Co. & UBS to Evaluate Sale or Merger
-------------------------------------------------------------
IMAX Corporation that it will begin a process to explore strategic
alternatives to enhance shareholder value, including, but not
limited to, the sale or merger of the business with another entity
offering strategic opportunities for growth.  The company has
retained Allen & Company and UBS Investment Bank as financial
advisors in this process.

"In order to fully realize the growth potential inherent in both
the IMAX brand and the business we have built to date, we are
evaluating strategic alternatives in order to expand our scale and
maximize value for our shareholders.  We have recently received
several unsolicited inquiries, and believe this preliminary
interest shows that there is awareness of the strength and
attractive qualities of our business.  We think this interest,
coupled with our solid fiscal 2005 results and compelling growth
opportunities, makes this an ideal time to explore our options,"
said IMAX Co-Chairmen and Co-Chief Executive Officers Richard L.
Gelfond and Bradley J. Wechsler.

IMAX does not currently intend to disclose developments with
respect to the exploration of strategic alternatives unless and
until its Board of Directors has approved a specific transaction.

                            About IMAX    

Founded in 1967, IMAX Corporation -- http://www.imax.com/-- is  
one of the world's leading entertainment technology companies and
the newest distribution window for Hollywood films.  IMAX delivers
the world's best cinematic presentations using proprietary IMAX,
IMAX(R) 3D, and IMAX DMR(R) technology.  IMAX DMR (Digital Re-
mastering) makes it possible for virtually any 35mm film to be
transformed into the unparalleled image and sound quality of The
IMAX Experience(R).  The IMAX brand is recognized throughout the
world for extraordinary and immersive entertainment experiences.
As of Dec. 31, 2005, there were 266 IMAX theatres operating in 38
countries.

IMAX's balance sheet at Dec. 31, 2005, showed $243,411,000 in
total assets and $266,454,000 in total liabilities, resulting in a
stockholders' deficit of $23,043,000.


IMAX CORP: Reports Fourth Quarter and Fiscal 2005 Results
---------------------------------------------------------
IMAX Corporation (NASDAQ: IMAX; TSX: IMX) reported net earnings
of $16,598,000 for the year ended Dec. 31, 2005.  This compares
to net earnings of $10,244,000 reported for the year ended
Dec. 31, 2004, an increase of 62%.

For the three months ended Dec. 31, 2005, the Company reported net
earnings of $12,011,000, compared to net earnings of $7,788,000
reported for the three months ended Dec. 31, 2004, an increase of
54%.

"Our 2005 results clearly reflect that IMAX's commercial strategy
is working and that the momentum in our business is continuing to
grow," said IMAX Co-Chief Executive Officers Richard L. Gelfond
and Bradley J. Wechsler.  "We set aggressive goals for the year,
and we believe our performance in 2005 demonstrates the increasing
acceptance of IMAX as a commercial destination for mainstream
entertainment. We believe our steadily improving financial
performance shows that our strategy and The IMAX Experience(R)
have been embraced by consumers, major studios and leading film
exhibitors around the world."

Separately, the Company announced its Board of Directors has
decided to begin a process to explore strategic alternatives to
enhance shareholder value, including, but not limited to, the sale
or merger of the business.

"We believe we are exceptionally well-positioned to take the next
step forward in our evolution as a brand and as a company.  We
believe we can accelerate our growth and realize the full
potential of IMAX more quickly and effectively with a strategic
partner or acquirer," stated Messrs. Gelfond and Wechsler.

During the fourth quarter, the Company signed agreements for eight
IMAX(R) theatre systems, bringing total signings for the year to
45 theatre systems, including one subject to a condition.  By
comparison, the Company signed deals for 36 theatre systems in
2004, and 25 in 2003.  Five of the fourth quarter's signings were
for IMAX MPX(R) theatre systems, bringing the total number of MPX
deals to 31 in 2005, up from 22 in 2004.  The Company installed a
record 14 theatre systems in the fourth quarter.

The Company's strong holiday film season reflected audiences'
appetite for The IMAX Experience as demonstrated by the box office
performance of Warner Bros. Pictures' Harry Potter and the Goblet
of Fire: The IMAX Experience and the re-release of Warner Bros.
Pictures' The Polar Express: An IMAX 3D Experience.

Harry Potter and the Goblet of Fire: The IMAX Experience has
grossed nearly $20 million to date, which represents a 43%
increase from the preceding film in the series, Harry Potter and
the Prisoner of Azkaban: The IMAX Experience, which recorded $14
million at the box office.

The Polar Express: An IMAX 3D Experience grossed approximately $15
million in its second release, which came concurrently with the
film's DVD release.  To date, The Polar Express has grossed more
than $60 million worldwide, making it the first IMAX DMR(R) film
to reach this milestone.

"The overwhelming success of The Polar Express -- especially in
its second season -- further validates the IMAX theatre network as
a valuable distribution platform," continued Messrs. Gelfond and
Wechsler.  "We believe the 2005 box office success is a testament
to the compelling experience we offers moviegoers, and we are
enthusiastic about the opportunities we see for continued growth
in 2006."

The Company announced that Sony Pictures Animation's Open Season:
An IMAX 3D Experience will be released in September, marking the
third Hollywood title slated for presentation in IMAX(R) 3D this
year.  The addition of this film enhances IMAX's 2006 film slate,
the Company's strongest ever, with seven new films now confirmed
for the year.

In addition to Open Season, the slate consists of six titles
from Warner Bros. Pictures.  The studio's lineup includes five
IMAX DMR releases and one original IMAX 3D production, Deep Sea
3D, which opened to positive reviews and strong box office
returns on March 3.

For the year ended Dec. 31, 2005, the Company's total revenues
were $144.9 million, as compared to $136.0 million reported
for the prior year.  Systems revenue was $97.8 million, versus
$86.6 million in the prior year.  The Company recognized revenue
on 38 theatre systems which qualified as either sales or sales-
type leases in the fiscal 2005, versus 22 in 2004.

For fiscal 2005, film revenues were $26.5 million, as compared to
$27.9 million in fiscal 2004.  This included IMAX DMR revenues of
$8.8 million, an increase of 18% from 2004.  Theatre operations
revenue increased marginally to $17.5 million in the 2005 from
$17.4 million in 2004. Other revenue was $3.2 million in fiscal
2005, compared to $4.1 million in fiscal 2004.  The Company
increased its cash and short-term investments position to
$32.5 million as of Dec. 31, 2005, compared to $29.0 million as
of December 31, 2004.

For the three months ended Dec. 31, 2005, the Company's total
revenues were $49.3 million, as compared to $47.5 million reported
for the prior year period.  Systems revenue was $35.1 million
versus $28.8 million in the prior year period.  The Company
recognized revenue on 18 theatre systems which qualified as either
sales or sales-type leases in the fourth quarter of 2005, compared
to nine in 2004.

For the fourth quarter of 2005, film revenues were $8.2 million,
as compared to $10.7 million in the fourth quarter of 2004.  This
included IMAX DMR revenues of $3.0 million.  Theatre operations
revenue decreased to $5.2 million in the fourth quarter of 2005
from $6.2 million in the fourth quarter of 2004.  Other revenue
was $0.9 million in the fourth quarter of 2005 compared to $1.8
million in the fourth quarter of 2004.

                            About IMAX    

Founded in 1967, IMAX Corporation -- http://www.imax.com/-- is  
one of the world's leading entertainment technology companies and
the newest distribution window for Hollywood films.  IMAX delivers
the world's best cinematic presentations using proprietary IMAX,
IMAX(R) 3D, and IMAX DMR(R) technology.  IMAX DMR (Digital Re-
mastering) makes it possible for virtually any 35mm film to be
transformed into the unparalleled image and sound quality of The
IMAX Experience(R).  The IMAX brand is recognized throughout the
world for extraordinary and immersive entertainment experiences.
As of Dec. 31, 2005, there were 266 IMAX theatres operating in 38
countries.

IMAX's balance sheet at Dec. 31, 2005, showed $243,411,000 in
total assets and $266,454,000 in total liabilities, resulting in a
stockholders' deficit of $23,043,000.


INFOUSA INC: S&P Puts BB Rating on $275 Million Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '3' to infoUSA Inc.'s $275 million
senior secured credit facility, reflecting the expectation for
meaningful (50%-80%) recovery of principal in a payment default
scenario.  The credit facility is comprised of:

   * a $100 million term loan due 2012; and
   * a $175 million revolving credit facility due 2011.

Proceeds from the credit facility will be used to refinance the
company's existing facility.
     
At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on the company.  The outlook is stable.  infoUSA
had lease-adjusted debt outstanding of about $170 million and
lease-adjusted total debt to EBITDA of 1.8x as of December 2005.
     
"The ratings reflect the company's moderate-size operating cash
flow base, its narrow product set, and competitive market
conditions -- including competition from other data services
providers with greater financial resources," said Standard &
Poor's credit analyst Emile Courtney.
     
infoUSA's:

   * proprietary database of consumer and business information;
   * diverse base of business customers; and
   * significant portion of sales derived from existing customers

temper these factors.
     
Omaha, Nebraska-based infoUSA provides:

   * business and consumer information,
   * database marketing services,
   * data processing services, and
   * sales and marketing solutions.

These services are supported by a proprietary database of more
than 180 million consumers and 15 million businesses in the U.S.
and Canada.  Customers include:

   * small businesses,
   * sales professionals,
   * large corporations, and
   * individual consumers.


INTEGRATED HEALTH: Baltimore's Appeal of Protective Order Denied
----------------------------------------------------------------
As previously reported, the Amended Joint Plan of Reorganization
of Integrated Health Services, Inc., and its debtor-affiliates
provides for the creation of IHS Liquidating LLC to liquidate the
IHS Debtors' assets and distribute the resulting funds to
creditors.  Part of the liquidation process contemplated by the
Plan includes the sale of the Debtors' headquarters in
Sparks, Maryland, which was purchased in 1997 using a financing
arrangement known as a "synthetic lease."

A synthetic lease is treated as an operating lease for accounting
purposes, but is otherwise regarded by virtually all concerned,
including the government, as a secured loan.  Thus, the main
advantage of the synthetic lease is that it allows a corporation
to assume a large debt without reporting that debt on its balance
sheet.

Consequently, the IHS Debtors arranged for the Headquarters
Property to be purchased by an independent trustee, Eric J.
Donaghey, using funds provided by a mortgage lien for a syndicate
of lenders represented by Citicorp USA, Inc.  At the same time,
Mr. Donaghey agreed to lease the Headquarters Property to the IHS
Debtors and use the lease payments to make mortgage payments to
Citicorp.

Although Mr. Donaghey technically held legal title to the
Headquarters Property, he had no meaningful rights or liabilities
with respect to the property, and was a mere conduit for payments
between the IHS Debtors and Citicorp.

After the IHS Debtors went bankrupt, the advantage of the
synthetic lease disappeared.  Section 4.2(d)(2) of the Plan
collapsed the synthetic lease arrangement by transferring title
from Mr. Donaghey to IHS Liquidating so that the property may be
sold for the benefit of the syndicate of lenders.  The transfer
was consummated on August 29, 2003.

Shortly after the transfer of title from Mr. Donaghey to IHS
Liquidating, IHS Liquidating sought to record the transfer
documents in Baltimore County without paying certain associated
taxes.  However, Baltimore County informed IHS Liquidating that
the transfer would not be exempt from taxation.

In response, the Liquidating LLC filed a request to enforce
Section 12.12 of the Plan.  Baltimore County opposed the Request
with two procedural arguments and three substantive arguments.

On October 24, 2003, the Bankruptcy Court issued an order in favor
of the IHS Liquidating which exempted the transfer from taxation,
and also directed Baltimore County to record the transfer and
prohibited Baltimore County from "seeking or requiring" transfer
taxes.

Baltimore County took an appeal of the Bankruptcy Court's ruling
to the U.S. District Court for the District of Delaware and asked
the District Court to determine whether the Bankruptcy Court:

    (a) erred by issuing a protective order instead of an
        injunctive order; and

    (b) should have resolved the dispute in an adversary
        proceeding rather than a contested matter.

Baltimore County also argued that the statutory authorization
underlying Section 12.12 of the Plan does not apply to transfers
involving non-debtors like Mr. Donaghey, and that:

    -- the Bankruptcy Court did not, and does not, have subject
       matter to determine the tax liability of a non-debtor like
       Mr. Donaghey under Section 505(a)(1) of the Bankruptcy
       Code; and

    -- the title transfer between Donaghey and IHS liquidating
       was not done "under a plan" as required by Section 1146(c)
       of the Bankruptcy Code, because Section 4.2(d)(2) of the
       Plan only explicitly authorizes the transfer of the IHS
       Debtors' interest, and not Mr. Donaghey's interest, in the
       Headquarters Property.

                    District Court's Decision

On March 6, 2006, Delaware District Court Judge Gregory M. Sleet
issued a decision on Baltimore County's appeal, which held that:

    (1) an adversary proceeding was not necessary because IHS
        Liquidating's request was merely a request for the
        Bankruptcy Court to "interpret the terms of the Plan and
        enter an order confirming that that's what the Plan says;

    (2) the transfer involve only Debtors is not a requirement in
        the statute underlying Section 12.12 of the Plan which
        specifically provides that "the issuance, transfer, or
        exchange of a security, or the making or delivery of an
        instrument of transfer under a plan confirmed under
        Section 1129 [of the Bankruptcy Code] may not be taxed
        under any law imposing a stamp tax or similar tax";

    (3) the Third Circuit has foreclosed the "Section 505
        argument" presented by Baltimore County from consideration
        in that the Third Circuit held in Quattrone Accountants v.
        IRS that "Section 505 . . . never limits nor grants
        jurisdiction"  to determine the tax liability of a non-
        debtor; and

    (4) the title transfer from Mr. Donaghey to IHS Liquidating
        was essential to the ultimate sale of the Headquarters
        Property to a third party.  Consequently, the transfer
        need not be explicitly mentioned in Section 4.2(d)(2) to
        take place "under" the Plan.

Judge Sleet dismissed Baltimore County's concern over the issuance
of a protective order instead of an injunctive order, finding it
nothing more than a disagreement with the lower court over
semantics.

Since Baltimore County was not given an opportunity to conduct
discovery and challenge the facts presented by IHS Liquidating,
Judge Sleet stated that he is "unable to conclude that the
bankruptcy court's error in resolving [the] dispute as a contested
matter was harmless."

Thus, in spite of the failings of Baltimore County's substantive
legal arguments, Judge Sleet vacates the Bankruptcy Court's
October 24, 2003 HQ Transfer Protective Order, and remands the
case for further proceedings, to afford Baltimore County an
opportunity to take discovery.

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
February 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: Moody's Cuts Caa1 $850MM Subor. Notes Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service affirmed the bank loan and senior note
ratings of Jean Coutu Group (PJC) Inc., at B2 and B3,
respectively, but lowered the senior subordinated note and
liquidity ratings to Caa2 and SGL-4, respectively.  The rating
outlook remains negative.

Consideration of the ratings is prompted by the diminished
financial flexibility that has resulted from the persistently weak
performance of the acquired Eckerd stores.  The weak liquidity
rating of SGL-4 reflects Moody's expectation that operating cash
flow over the next four quarters may be modest relative to
expected cash requirements. Moody's notes the company's
announcement that it is seeking to amend its bank loan agreement
because of concerns regarding future covenant compliance.

Ratings lowered are:

        * $850 million 8.50% senior subordinated
          notes (2014) to Caa2 from Caa1;

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

        * Corporate family rating to B3 from B2.

Ratings affirmed are:

        * $ 1.7 billion guaranteed secured bank
          loan at B2; and

        * $350 million 7.625% senior notes (2012) at B3.

Adversely impacting the long-term ratings are ongoing challenges
in reversing store-level performance trends at the Eckerd stores
acquired in July 2004, the company's high leverage and low fixed
charge coverage, and the relatively weak position of Eckerd
relative to higher-rated drugstore peers.  Potential corporate
governance concerns such as concentrated share ownership,
significant insider representation on the Board of Directors, and
a sizable dividend limit the ratings.

The practice of providing financial support to its Canadian
network of independent franchisees also adversely impacts Moody's
opinion of the company's credit quality, which is partially
mitigated by:

   (1) the ability to address operating underperformance at any
       location through Jean Coutu's direct ownership or control
       of the master lease for its Canadian real estate; and

   (2) no history of credit losses from franchisee financial
       support.

However, the long-term ratings also consider the strong operations
at Jean Coutu in Quebec and Brooks in New England, the progress at
certain post-acquisition goals such as consolidating U.S.
corporate functions in Rhode Island and divesting non-core assets,
and Moody's belief that the post-amendment revolving credit
facility has the capacity to finance potential cash flow deficits
over the medium-term.  The ratings could eventually reflect the
purchasing and operating efficiencies potentially derived from the
company's status as the fourth largest drugstore operator in the
U.S. and the intangible value of the well-known "Eckerd" trade
name.

The negative outlook recognizes that operating performance and
credit metrics may remain weak beyond the next 12 months and that
enterprise value could continue to decline.  Ratings could be
negatively impacted if average unit volume does not make year-
over-year improvements, lease adjusted leverage remains very high,
or working capital becomes a concern.

Specifically, ratings would decline if debt to EBITDA stays above
7 times, substantial borrowing are permanently made on the
revolving credit facility, or average unit volume at Eckerd does
not make progress.  Conversely, ratings could stabilize if
performance improves such that leverage falls toward 6 times,
EBITDA covers cash outflows for debt service, capital investment,
working capital investment, and dividends, and the U.S. operations
consistently grow comparable store sales in both the pharmacy and
front-end.  An upgrade is unlikely until the company establishes
that the acquired Eckerd stores are accretive to operating
earnings and debt protection measures.

The weak liquidity rating of SGL-4 acknowledges Moody's concern
regarding the level of operating cash flow relative to the fixed
charge burden for debt service, capital investment, and dividends,
the use of all assets to secure debt obligations, and the
potential for permanent borrowings on the revolving credit
facility.  Moody's expects that the company will remain in
compliance with its expected revised debt covenants over the next
four quarters.  Over the next twelve months, Moody's fears that
EBITDA may not cover cash outflows for mandatory debt service,
capital expenditures, dividend payments, cash taxes, and
incremental working capital investment.  In Moody's opinion, a
portion of capital investment may prove inflexible over the
short-term given that certain real estate commitments must be made
in advance.

The B2 rating on the secured Bank Loan considers that this debt
enjoys the guarantees of the company's operating subsidiaries and
is secured by substantially all assets.  The Jean Coutu Group
(PJC) Inc., and its U.S. subsidiary The Jean Coutu Group (PJC) USA
Inc are co-borrowers.  The bank loan rating relative to the
corporate family rating reflects Moody's belief that the bank debt
is fully covered from sellable assets, even if the revolving
credit facility is fully drawn.  As of November 2005, the company
had $111 million of cash and $270 million available on the
revolving credit facility.

The B3 rating on the senior notes considers that this debt is
guaranteed by the company's operating subsidiaries on a senior
basis.  This senior class of debt is effectively subordinated to
the bank loan to the extent of collateral and effectively ranks
pari passu with $1.17 billion of trade accounts payable.

The Caa2 rating on the senior subordinated notes considers that
this debt is guaranteed by the company's operating subsidiaries on
a senior subordinated basis.  In a hypothetical default scenario,
Moody's believes that recovery for this class of debt would result
from residual enterprise value given the contractual subordination
to substantial amounts of more senior obligations and the material
proportion of intangible assets on the balance sheet.

For the four quarters ending November 2005, debt to EBITDA was
above 8 times, EBITDA less capital investment to interest expense
was about 1 time, and retained cash flow to debt was about 2%.
Average unit volume at the former Eckerd stores is much lower than
the norm for Walgreen and CVS, and Moody's believes that AUV has
fallen below Rite Aid.  Merchandising initiatives have slowed the
sales decline, but comparable store sales improvement in the
front-end and pharmacy at the former Eckerd stores substantially
lags the pace of those Eckerd stores acquired by CVS.

Jean Coutu Group (PJC) Inc, with headquarters in Longueuil,
Quebec, franchises 322 Jean Coutu drug stores principally in
Quebec and operates 1853 drug stores in the Eastern U.S. under the
Brooks and Eckerd banners.  Revenue for the twelve months ending
November 2005 was $11.0 billion.


JEFFERSON NATIONAL: Fitch Withdraws BB Financial Strength Rating
----------------------------------------------------------------
Fitch Ratings withdrew the 'BB' insurer financial strength ratings
of Jefferson National Life Insurance Company and American Life
Insurance Company of New York due to limited investor interest.
Both companies are subsidiaries of Inviva, Inc., a privately held
insurance holding company based in New York City.

Jefferson National Life Insurance Company is licensed to sell life
insurance and annuities in 49 US states (excluding New York) and
the District of Columbia.  

The American Life Insurance Company of New York specialize in life
insurance and long-term investment products since its founding,
and is licensed to sell life insurance and annuities in all 50 US
States and the District of Columbia.


KAISER ALUMINUM: Law Debenture Will Appeal Subordination Decision
-----------------------------------------------------------------
Law Debenture Trust Company of New York is the trustee under an  
Indenture dated February 1, 1993, pursuant to which Kaiser  
Aluminum & Chemical Corporation issued certain notes.

Law Debenture Trust Company of New York amended its notice of
appeal filed with the Bankruptcy Court.

Specifically, Law Debenture notifies the Bankruptcy Court that it
will take an appeal to the U.S. District Court for the District of
Delaware from Judge Judith K. Fitzgerald's:

    (1) order and memorandum decision overruling the Plan
        Objections of Law Debenture and Liverpool Limited
        Partnership; and

    (2) order granting Law Debenture's request for reconsideration
        and overruling the Plan Objection.

Law Debenture wants the District Court to review whether the
Bankruptcy Court:

    -- erred in broadly construing the subordination provisions of
       the 1993 public indenture so as to include guarantees
       issued by Kaiser subsidiary companies, ignoring the plain
       language of the 1993 public indenture;

    -- erred in considering extrinsic evidence to construe the
       plain language of the 1993 public indenture's subordination
       provisions; and

    -- erred in broadly construing the subordination provisions of
       the 1993 public indenture so as to subordinate the fees and
       expenses of the 1993 Indenture Trustee.

                        Liverpool Appeals

Liverpool Limited Partnership is a holder of the 12-3/4% and
9-7/8% notes issued by Kaiser Aluminum & Chemical Corporation and
guaranteed by certain of the other Debtors.

Liverpool notifies the Bankruptcy Court that it will take an
appeal to the U.S. District Court for the District of Delaware
from Judge Fitzgerald's Order overruling the Plan objections of
Law Debenture Trust Company of New York and Liverpool and the
accompanying Memorandum Decision.

Liverpool wants the District Court to review whether the
Bankruptcy Court:

    (1) erred in broadly construing the subordination provisions
        of the indenture that govern the 12-3/4% notes issued by
        KACC in 1993, so as to include guarantees issued by Alpart
        Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
        Australia Corporation and Kaiser Finance Corporation; and

    (2) erred in considering extrinsic evidence to construe the
        plain language of the 1993 Indenture's subordination
        provisions.

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: Court OKs Stipulation Resolving Grayson Dispute
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum Corporation's stipulation with Grayson County.

As reported in the Troubled Company Reporter on Feb. 10, 2006,
filed Claim No. 245, asserting a secured claim against the Kaiser
Aluminum Corporation.  Grayson asserted a $90,829 claim plus
interest accruing at 12% per year for ad valorem taxes incurred in
2002 in relation to Kaiser Aluminum & Chemical Corporation's
aluminum extrusion plant located in Sherman, Texas.

In 2005, Grayson County amended Claim No. 245 by filing Claim No.
16579, increasing the amount of the asserted claim to $235,777,
plus interest.  Claim No. 16579 was amended and replaced with
Claim No. 16588, further increasing the amount of the asserted
claim to $441,647, plus interest.

In a stipulation, KACC and Grayson County agree that:

    (a) The Grayson Claim will be allowed as a secured claim
        against KACC for $525,000 if payment is received by
        Grayson County by the earlier of:

          * February 28, 2006; or

          * within three business days after the Court's entry of
            the order approving Stipulation.

    (b) Upon receipt of payment of the $525,000, Grayson County
        will:

           * release and waive any and all claims, disputes or
             causes of action with respect to any of the Debtors'
             possible prepetition liability; and

           * release and waive any and all liens related to the
             Sherman Property; and

    (c) KACC will waive any and all rights to protest, and any and
        all claims for refund of, the Final Claim Amount.

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: Court Rejects Summary Judgment Motion on FLOORgraphics
------------------------------------------------------------------
As previously reported, in March 1998, FLOORgraphics, Inc.,
entered into a fully negotiated, fully integrated legal contract
with Kmart Corporation, which provided that FGI would service
Kmart with floor advertising.  The contract term was subsequently
extended through March 17, 2002.

Kmart rejected the contract with FGI, effective as of January 21,
2002.  Subsequently, FGI filed a proof of claim, seeking damages
only for "contract rejection."  The FGI Claim has never been
amended.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, asserts that the FGI Claim
sought only rejection damages, and did not state any claims for
pre-rejection breaches of contract.

Disputes over whether there were pre-rejection breaches or the
facts related to any alleged pre-rejection breach are not material
because those facts do not relate to any claim of FGI that is
before the U.S. Bankruptcy Court for the Northern District of
Illinois, Mr. Barrett maintains.

Accordingly, Kmart asks the Court to:

   (a) prohibit FGI, at a final Hearing, to introduce evidence
       concerning any pre-rejection breaches of contract
       committed by Kmart or any damages that resulted from the
       breaches; or

   (b) in the alternative, disallow and dismiss all claims of FGI
       for prepetition breaches of contract.

At Kmart's request, the Court bars the introduction of the
March 24, 1998 letter from Ken Kramer to George Rebh for the
purpose of varying the terms of the Retail Advertising License
Agreement dated March 18, 1998, or for the purpose of supporting a
claim of promissory estoppel.

For reasons stated in the Court's oral ruling, Judge Sonderby
denies Kmart request for summary judgment regarding FLOORgraphic,
Inc.'s damages.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a 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: Asks Court to Compel Sensormatic to Produce Documents
-----------------------------------------------------------------
On June 20, 2003, Sensormatic Electronics Corporation filed Claim
No. 53904 for $1,290,502, for services and goods purchased by
Kmart Corporation.

Kimberly J. Robinson, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, relates that the
Claim is a contested matter and the parties are entitled to
conduct discovery in accordance with the Federal Rules of
Bankruptcy Procedure.

Accordingly, Kmart served Sensormatic with its first set of
interrogatories, request for admissions and request for production
of documents.

Sensormatic then notified Kmart that it would reduce its Claim and
sent documents allegedly supporting the substantially reduced
Claim.

Kmart advised Sensormatic that most of the transactions in the
documents were for prepetition transactions that had previously
been settled, and that additional support for the $30,000
remaining was needed.

Kmart asked Sensormatic to formally respond to its request for
admissions and production of documents.  Ms. Robinson noted that
although some documents were produced, the documents were not
fully responsive to the Discovery Requests.

Sensormatic agreed to a further substantial reduction of the
Claim, and was in the process of obtaining additional
documentation to establish that further reduced claim.

On several occasions, Kmart sought detail on four of the five
transactions making up the remaining Claim, Ms. Robinson says.

Pursuant to Rule 7037 of the Federal Rules of Bankruptcy
Procedure and Rule 37(a)(2)(B) of the Federal Rule of Civil
Procedure, Kmart asked, in writing and in good faith, Sensormatic
to withdraw the Claim if it was not able to provide those
documents.

Ms. Robinson asserts that Sensormatic has failed to provide the
requested documents to support the remaining portion of the Claim
and has failed to formally respond to the Discovery Requests.

As of February 17, 2006, Sensormatic has not responded to Kmart's
request, Ms. Robinson relates.

Accordingly, Kmart asks the U.S. Bankruptcy Court for the Northern
District of Illinois to compel Sensormatic to answer its Discovery
Requests and if Sensormatic fails to timely respond to the
Requests to Admit, deem the requests as admitted.

In the event the Court grants Kmart's request and Sensormatic
fails to comply with the Order, Kmart will ask the Court to strike
Sensormatic's Claim and enter a judgment in its favor.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a 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)


KRISPY KREME: Daryl Brewster from Kraft Foods Hired as New CEO
--------------------------------------------------------------
The Board of Directors of Krispy Kreme Doughnuts, Inc. (NYSE: KKD)
has elected Daryl G. Brewster as the company's President and Chief
Executive Officer, effective immediately.  

Mr. Brewster will replace Stephen F. Cooper, who has served as
Krispy Kreme's Chief Executive Officer on an interim basis since
January 2005.  Mr. Brewster also will serve as a member of Krispy
Kreme's Board of Directors.

"We are delighted to welcome Daryl as Krispy Kreme's new President
and Chief Executive Officer," James H. Morgan, Krispy Kreme's
Chairman of the Board said.  "Daryl is a world class executive
with over 23 years of experience in the food industry.  Throughout
his distinguished career, Daryl has developed extensive knowledge,
both domestically and internationally, in the areas of brand
development, business strategy, sales and marketing, and
distribution.  He brings with him not only a wealth of practical
know-how, but also a solid understanding of the opportunities, as
well as the challenges, currently facing Krispy Kreme."

"Krispy Kreme has made significant strides in its turnaround and
today's announcement represents yet another step forward for the
Company.  Over the past 13 months, we have strengthened our
management team, effected successful franchise and operational
restructurings, and realigned the organization to focus on
profitability and growth," Mr. Morgan continued.

"I am honored to be joining Krispy Kreme at this very important
time in the Company's history," Mr. Brewster said.  "Krispy Kreme
has made steady progress in its turnaround and I am confident that
it has a solid future of growth and profitability.  I look forward
to working together with the Company's dedicated and talented
employees and franchisees to ensure that Krispy Kreme realizes its
full potential as one of the nation's most well-known and beloved
brands."

Mr. Cooper, Chairman of Kroll Zolfo Cooper, LLC, will remain with
Krispy Kreme during an interim transition period, serving as the
Company's Chief Restructuring Officer.  Steven G. Panagos,
Managing Director of KZC, who has been serving as Krispy Kreme's
President and Chief Operating Officer, will also remain with the
Company during this transition period in the position of Director
of Restructuring.

Mr. Brewster is a 23-year veteran of the food business and has
been with Kraft Foods/Nabisco since 1997.  As President of Kraft's
North American Snacks & Cereals Sector, Mr. Brewster was
accountable for divisional revenue of over $6 billion and was
supported by 20,000 employees.  

From 2000 to mid-2002, Mr. Brewster was President of the Nabisco
Biscuit Company, where he drove industry-leading top and bottom
line results.  Mr. Brewster then took on international
responsibilities for Kraft, serving as President for Canada,
Mexico and Puerto Rico before assuming his current role in late
2003.  

Prior to Nabisco Biscuit, Mr. Brewster served as President of
Nabisco's Planters & Specialty Foods Company for five years after
a successful period with the Campbell Soup Company, both
domestically and internationally.

Mr. Brewster serves on the Board of Directors of E*Trade.  Mr.
Brewster has also served on the Board of Directors of the American
Marketing Association as well as the Biscuit and Crackers
Manufacturer's Association.

Mr. Brewster graduated Phi Beta Kappa from the University of
Virginia and holds a Masters in Business Administration from the
University of North Carolina at Chapel Hill.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty   
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  There are currently approximately
320 Krispy Kreme stores and 80 satellites operating systemwide in
43 U.S. states, Australia, Canada, Mexico, the Republic of South
Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
$10 million to $50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).  
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LARGE SCALE: Creditors Committee Taps Parkinson Phinney as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Large Scale
Biology Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of California in
Sacramento for authority to retain Parkinson Phinney LLP as its
counsel, nunc pro tunc to Jan. 20, 2006.

Parkinson Phinney will:

     a) advise and represent the Committee on all matters related
        to the Debtor's chapter 11 proceedings;

     b) assist the Committee in analyzing the Debtors' request to
        use cash collateral, debtor-in-possession financing, and
        other issues that may arise in connection with the
        operation of the Debtors' business except, with regard to
        adversary proceedings and claims objections; and

     c) assist the Committee in the review, analysis and
        negotiations with regard to the Debtors' Plan of
        Reorganization.

Donna Parkinson, Esq., and Thomas Phinney, Esq., lead the
engagement.  Ms. Parkinson bills $300 per hour and Mr. Phinney
bills $250 per hour.

In addition, the Committee asks the Bankruptcy Court for authority
to provide Parkinson Phinney with a retainer equal to 10% of
unencumbered proceeds from the sale or lease of the Debtors
assets, up to a maximum amount of $100,000.  Parkinson Phinney
will seek approval for an additional retainer if its total fees
exceed the $100,000 cap.   

Ms. Parkinson assures the Bankruptcy Court that her firm does not
hold any interest materially adverse to the Debtors' estate, its
creditors or equity security holders.      

Headquartered in Sacramento, California, Parkinson Phinney --
http://www.parkinsonphinney.com/-- is a law firm specializing in  
bankruptcy and insolvency law.  The firm can be reached at:

          Parkinson Phinney LLP
          400 Capital Mall, Suite 2540
          Sacramento, California 95814
          Phone: (916) 449-1444
          Fax: (916) 449-1440

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 LLP,
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.


LARGE SCALE: Sweeney Lev Approved as Business Transaction Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave Large Scale Biology Corporation and its debtor-affiliates
permission to employ Sweeney Lev LLC, as their business
transaction counsel.

Sweeney Lev is expected to:

   a) advise and represent the Debtors with respect to all
      licensing of, or other transfer of, intellectual property
      and the sale of other assets to help maximize the value of
      the Debtors' assets and other proceedings in their chapter
      11 cases;

   b) advise and represent the Debtors with respect to all
      corporate matters and proceedings;

   c) advise and represent the Debtors with respect to all
      transactional matters as they arise in these chapter 11
      cases including but not limited to motions for use sale or
      property lease, and;

   d) advise and represent the Debtors with respect to other and
      further corporate or business-related work.

Gerald B. Sweeney, Esq., a Sweeney Lev member, will bill the
Debtors $275 per hour.  The Firm's professionals' billing rates
are:

            Professional                Hourly Rate
            ------------                -----------
            Dennis M. Haase                $275
            Alan S. Ziegler                $250

Mr. Sweeney assures the Court that his Firm does not hold or
represent any interest materially adverse to the interests of the
estate or of any class of creditors or equity security holders.

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.


LARGE SCALE: Hires Fenwick & West as Securities Counsel
-------------------------------------------------------
Large Scale Biology Corporation asks the U.S. Bankruptcy Court for
the Eastern District of California in Sacramento for permission to
employ Fenwick & West LLP as its special securities counsel, nunc
pro tunc to Jan. 9, 2006.

The Debtor selected Fenwick as securities counsel because of the
firm's substantial experience in securities law.  Fenwick has
advised the Debtor on securities law since the petition date.

Fenwick will be specifically responsible for providing advice in
connection with the Debtor's ongoing securities law compliance
needs.  These responsibilities include:

      -- preparing the Debtor's periodic and other filings
         required under the Securities Exchange Act of 1934; and

      -- assisting the Debtor in responding to any related matters
         with the Securities and Exchange Commission.

Paul J. Pascuzzi, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, clarifies that Fenwick will not be responsible for
representing the Debtor in any litigation asserted by equity
holders or in investigations by regulatory authorities.

The standard hourly rates for Fenwick's professionals are:

         Professional                      Hourly Rate
         ------------                      -----------
         Robert B. Dellenbach, Esq.           $550
         Kathleen K. Greeson, Esq.            $425
         Mark E. Porter, Esq.                 $480
         Andrew Ancheta, Paralegal            $170

Robert Dellenbach, Esq., at Fenwick, assures the Bankruptcy Court
that his firm does not hold any interest adverse to the Debtor's
estate or its creditors.   

Mr. Dellenbach informs the Bankruptcy Court that his firm holds a
$210,881 prepetition claim against the Debtor.

California-based Fenwick & West -- http://www.fenwick.com/--
represents emerging and established companies across the U.S.
Recent recognition includes: the #1 U.S. law firm for technology-
sector M&A; the most innovative use of technology by a law firm;
and the second most diverse law firm in the U.S.

Mr. Dellenbach can be reached at:

             Robert Dellenbach, Esq.
             Fenwick & West LLP
             Silicon Valley Center
             801 California St.
             Mountain View, California 94041
             Phone: 650.988.8500
             Fax: 650.938.5200

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
LLP, 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.


LB-UBS COMMERCIAL: Moody's Holds Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of seven classes
and affirmed the ratings of 16 classes of LB-UBS Commercial
Mortgage Trust 2002-C2, Commercial Mortgage Pass-Through
Certificates, Series 2002-C2:

   * Class A-1, $13,726,542, Fixed, affirmed at Aaa
   * Class A-2, $240,000,000, Fixed, affirmed at Aaa
   * Class A-3, $144,100,000, Fixed, affirmed at Aaa
   * Class A-4, $533,879,000, Fixed, affirmed at Aaa
   * Class X-CL, Notional, affirmed at Aaa
   * Class X-CP, Notional, affirmed at Aaa
   * Class X-D, Notional, affirmed at Aaa
   * Class B, $16,644,000, Fixed, upgraded to Aaa from Aa1
   * Class C, $27,235,000, Fixed, upgraded to Aaa from Aa2
   * Class D, $18,157,000, Fixed, upgraded to Aa1 from Aa3
   * Class E, $18,157,000, Fixed, upgraded to Aa2 from A1
   * Class F, $24,209,000, Fixed, upgraded to A1 from A2
   * Class G, $12,104,000, Fixed, upgraded to A2 from A3
   * Class H, $15,131,000, Fixed, upgraded to A3 from Baa1
   * Class J, $18,157,000, Fixed, affirmed at Baa2
   * Class K, $15,131,000, Fixed, affirmed at Baa3
   * Class L, $15,130,000, Fixed, affirmed at Ba1
   * Class M, $12,105,000, Fixed, affirmed at Ba2
   * Class N, $6,052,000, Fixed, affirmed at Ba3
   * Class P, $4,539,000, Fixed, affirmed at B1
   * Class Q, $7,566,000, Fixed, affirmed at B2
   * Class S, $3,026,000, Fixed, affirmed at B3
   * Class T, $3,026,000, Fixed, affirmed at Caa2

As of the Feb. 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 4.2%
to $1.160 billion from $1.210 billion at securitization.  The
Certificates are collateralized by 134 loans, ranging in size from
less than 1.0% to 14.4% of the pool, with the top ten loans
representing 50.7% of the pool.  The pool includes five investment
grade shadow rated loans, representing 33.8% of the pool.  
Fourteen conduit loans, representing 8.6% of the pool, have
defeased and are collateralized by U.S. Government securities.  
The largest defeased loan is the Lembi Portfolio loan, which is
the pool's fifth largest loan.

One loan has been liquidated from the pool resulting in a realized
loss of approximately $205,000.  Two loans, representing less than
1.0% of the pool, are in special servicing.  Moody's is projecting
no losses for the specially serviced loans.  Twenty-five loans,
representing 11.1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 operating results for
89.1% of the pool, excluding defeased loans, and partial year 2005
operating results for 79.0% of the pool.  Moody's weighted average
loan to value ratio is 90.3%, essentially the same as at
securitization.  The upgrade of Classes B, C, D, E, F, G and H is
due to stable overall pool performance, a relatively high
percentage of defeased loans and increased credit support.

The largest shadow rated loan is the Dadeland Mall Loan, which is
secured by a 1.4 million square foot super regional mall located
in Miami, Florida.  The property is the dominant mall in the
region and is anchored by Macy's, Macy's Home Gallery & Kids, J.C.
Penney, Nordstrom and Saks Fifth Avenue.  With the exception of
Macy's, all the anchors own their own stores and are subject to
ground leases.  The mall's performance has been stable since
securitization.  In-line space is 96.0% occupied, essentially the
same as at securitization.  The loan has amortized by
approximately 4.5%.  The loan sponsors are Prime Property Fund and
Simon Property Group, Inc.  The property is also encumbered by a
$24.3 million B Note which is not included in the trust. Moody's
current shadow rating is Aa3, compared to A1 at securitization.

The second largest shadow rated loan is the Square One Mall Loan,
which is secured by a 865,400 square foot regional mall located
approximately 8 miles northeast of Boston in Saugus,
Massachusetts.  The property is anchored by Sears, Filene's, T.J.
Maxx and Filene's Basement.  Sears and Filene's own their own
stores and are not part of the collateral.  The mall's performance
has been stable since securitization.  In-line space is 96.1%
occupied, essentially the same as at securitization.  The loan has
amortized by approximately 3.9%.  The loan sponsors are Simon
Property Group, Inc., New York State Teacher's Retirement System,
Teacher's Insurance and Annuity Association of America and J.P.
Morgan Chase Bank.  Moody's current shadow rating is A3, the same
as at securitization.

The third largest shadow rated loan is the 250 Park Avenue Loan,
which is secured by a 448,000 square foot Class A office building
located in the midtown Manhattan submarket of New York City.  The
property is 93.0% occupied, compared to 100.0% at securitization.
The drop in occupancy is due to lease rollovers.  Major tenants
include Epstein Becker & Green, PC and Dorsey & Whitney, LLP.
Despite the decline in occupancy, the property's financial
performance has improved due to increased rental rates.  The loan
has amortized by approximately 6.1%.  Moody's current shadow
rating is A3, compared to Baa1 at securitization.

The fourth largest shadow rated loan is the 21 Chelsea Loan, which
is secured by a 209-unit multifamily complex located in the
Chelsea submarket of New York City.  The property is 100.0%
leased, the same as at securitization.  Property performance has
been stable since securitization.  The loan has amortized by
approximately 3.8%.  Moody's current shadow rating is A1, compared
to A2 at securitization.

The fifth largest shadow rated loan is The Loop Loan, which is
secured by a 339,000 square foot retail center located
approximately 30 miles north of Boston in Methuen, Massachusetts.
The property is 100.0% leased, the same as at securitization.
Major tenants include Loews Theaters and Super Stop & Shop.
Moody's current shadow rating is A2, the same as at
securitization.

The top three conduit loans represent 11.0% of the pool.  The
largest conduit loan is the 1750 Pennsylvania Avenue Loan, which
is secured by a fee interest in a 259,000 square foot Class A
office building located in downtown Washington, D.C.  The property
is 97.8% occupied, compared to 93.6% at securitization. The
largest tenants are the GSA-IRS, GSA -- US Treasury Department and
PA Consulting Group, Inc.  The loan sponsor is Vornado Realty, LP.  
Moody's LTV is 83.1%, compared to 89.5% at securitization.

The second largest conduit loan is the Wisconsin Multifamily Pool
Loan, which is secured by four cross-collateralized loans secured
by four multifamily properties located in Milwaukee (2) and
Madison (2), Wisconsin.  The properties are all Class B quality
and total 1,157 units.  The portfolio's performance has been
impacted by a decline in occupancy to 73.5% currently from 88.8%
at securitization.  The loan is on the master servicer's watchlist
due to low debt service coverage.  Moody's LTV is in excess of
100.0% compared to 94.6% at securitization.

The third largest conduit loan is the Center Building Loan, which
is secured by a 437,000 square foot office building located in
Long Island City, New York.  The property is 85.7% leased,
essentially the same as at securitization.  The largest tenants
are the Department of Citywide Administrative Services and MZ
Berger & Company.  At this time it is unknown whether MZ Berger
will extend their lease.  However the building serves as their
headquarters and their current rental rate is below market.
Moody's LTV is 84.5%, compared to 92.3% at securitization.

The pool's collateral is a mix of retail, office, multifamily,
U.S. Government securities and industrial and self storage.  The
collateral properties are located in 28 states and Washington,
D.C. The highest state concentrations are Florida, New York,
Massachusetts, California and Texas.  All of the loans are fixed
rate.


LEVEL 3: Fitch Puts B Rating on New $400 Mil. Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch assigned a 'B' rating, as well as a recovery rating of 'RR1'
to new senior unsecured notes at Level 3 Financing.  Fitch also
affirmed the 'CCC' issuer default rating, along with each
individual issue rating assigned to Level 3 Communications, Inc.,
and Level 3 Financing, Inc.  

This rating action follows Level 3's announcement that it will
issue $400 million of senior unsecured notes at Level 3 Financing.
The company's Rating Outlook is Stable.  Approximately $6 billion
of debt as of year-end 2005 is affected by this rating action.

Fitch affirmed these ratings with a Stable Outlook:

  Level 3 Communications, Inc.:

     -- Issuer default rating at 'CCC'
     -- Senior unsecured at 'CCC-/RR5'
     -- Subordinated at 'CC/RR6'

  Level 3 Financing, Inc.:

     -- Issuer default rating at 'CCC'
     -- Senior secured term loan at 'B/RR1'
     -- Senior unsecured at 'B/RR1'

The affirmation reflects:

   * the company's high leverage;

   * large amount of negative free cash flow;

   * large debt maturities starting 2010; and

   * the execution risk associated with changing its revenue mix
     from declining mature services to more growth-oriented
     services.

Leverage at Level 3 has grown due to debt increases out-stripping
cash flow growth.  Nevertheless, secured leverage remains low at
approximately 1.5x operating EBITDA, compared to more than 11x for
the consolidated company.

Level 3 produced approximately $370 million of negative free cash
flow, not including WilTel, in 2005, reflecting:

   * the margin impact of the revenue mix change;
   * higher capital spending; and
   * higher interest costs.

Capital spending will increase again in 2006 due to the
acquisitions of WilTel Communications and Progress Telecom, as
well as increased spending in Europe.  Due to the new notes
issuance, which will replenish cash used for the WilTel
acquisition, interest expense will also increase materially.
Offsetting these cash flow uses will be the addition of
approximately $50-90 million of cash flow from the acquisition of
WilTel, net of integration costs.  However, Fitch estimates that
negative free cash flow will remain above $300 million, including
working capital uses, in 2006 and will not materially improve
until 2007 when the WilTel integration costs are complete.

Level 3 was successful in partially refinancing its 2008
maturities in late 2005 and reduced the 2008 maturities from
approximately $1.23 billion to $599 million.  Additionally,
maturities in 2010 have been increased by $692 million to
approximately $2.3 billion.  Level 3's current maturity schedule
is:

   * $0 in 2006;
   * $1 million in 2007;
   * $599 million in 2008;
   * $362 million in 2009;
   * $2.3 billion in 2010; and
   * $2.45 billion in 2011.

The rating of the new notes reflects the strong recovery prospects
of the debt at Level 3 Financing.  Currently, Fitch estimates that
debt at Level 3 Financing would experience full recovery in a
bankruptcy scenario compared to weak recoveries at the Level 3
holding-company level.

Level 3's capital structure consists of:

   * a fully drawn $730 million secured term loan due 2011;

   * $500 million of senior unsecured notes at Level 3 Financing;

   * $3.84 billion of senior unsecured and $876 million of
     subordinated notes at Level 3; and

   * a $70 million headquarters mortgage.

The Stable Rating Outlook reflects:

   * the company's cash and marketable securities balance of
     approximately $860 million at year-end 2005;

   * the increasing success of expanding growth service revenues
     during the second-half of 2005; and

   * expected benefits of the WilTel operations integration.

Nevertheless, negative rating actions would occur if the company
is unable to continue to strengthen the revenue mix or if the rate
of negative free cash flow improvement is not achieved
particularly related to 2007 prospects among other considerations.


LONGVIEW FIBRE: S&P Places BB Rating on Negative CredtitWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Longview Fibre Co. on
CreditWatch with negative implications.  The rating action
followed the announcement that Longview Fibre postponed its debt
and equity offerings and cancelled its related tender offer and
consent solicitation.
     
"The postponement heightens the uncertainties surrounding the
previously unsolicited proposal from Obsidian Finance Group LLC,
a private equity firm, and The Campbell Group LLC, a timber
investment management organization to acquire Longview," said
Standard & Poor's credit analyst Kenneth L. Farer.  "Although
Longview rejected the proposal, which was made in December 2005,
citing lack of information pertaining to the viability of the
transaction structure and source of capital, we do not know at
this juncture if the postponement signals an interest on the part
of Longview's management to review the bid and re-open dialogue
with these entities."
     
Acquisitions by privately held entities such as these, usually
lead to an increase in debt leverage at the acquired company,
which Standard & Poor's views negatively and could lead to its
lowering of the ratings.  In addition, a senior official at
Obsidian revealed that it intended to separate the manufacturing
operations of Longview from its timber business, which Standard &
Poor's would also view negatively.
     
Standard & Poor's will continue to monitor the situation as it
develops, in order to resolve the CreditWatch.


LOVESAC CORP: Gets Court Nod to Hire Bayard Firm as Local Counsel
-----------------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ The Bayard Firm as their local
bankruptcy counsel, nunc pro tunc to Jan. 30, 2006.

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Bayard is expected to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their businesses, management and any
       liquidation, abandonment, as well as the administration of
       their estates and property;

   (b) take necessary action to protect and preserve the Debtors'
       estates, including assisting in the prosecution of actions
       on behalf  of the Debtors, defending any action commenced
       against the Debtors, negotiating with respect to all
       litigation in which the Debtors are involved, and
       objecting to claims filed against the Debtors' estates;

   (c) prepare, on the Debtors' behalf, all necessary
       applications, motions, responses, objections, orders,
       reports, and other legal papers;

   (d) negotiate and draft any agreements for the sale or
       purchase of assets of the Debtors, if appropriate;

   (e) negotiate and draft a plan of reorganization, consensual
       or otherwise, and all documents related to them,
       including, but not limited to, the disclosure statements
       and ballots for voting;

   (f) take the steps necessary to confirm and implement the
       Plan, including, if needed, modifications and negotiating
       financing for the Plan; and

   (g) render other legal services for the Debtors as may be
       necessary and appropriate in the Debtors' bankruptcy
       cases.

Charlene D. Davis, Esq., a director at The Bayard Firm, disclosed
that the Firm received a $25,000 retainer.  Bayard's professionals
bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Directors                       $435 to $590
      Associates and Counsel          $205 to $425
      Paralegals                      $155 to $185

Ms. Davis assured the Court that The Bayard Firm neither holds nor
represents any interest adverse to the Debtors and Bayard is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

The Bayard Firm -- http://www.bayardfirm.com/-- has a full  
service regional practice and a national practice in the areas of
commercial bankruptcy, corporate litigation, corporate law and
partnership, business trust and limited liability company law.

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


LOVESAC CORP: Seeks Court OK to Reject Four Real Property Leases
----------------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to reject four unexpired non-residential real property leases as
of March 31, 2006:

      Property Location                   Transaction Date
      -----------------                   ----------------
      Clackamas Mall, LLC                  Sept. 4, 2003
      H109 Clackamas Town Center
      Portland, Oregon

      Eklecco Newco LLC                     June 1, 2005
      Palisades Center
      Clarkstown, New York

      Pittsburgh Mills Ltd. Partnership    July 14, 2005
      Store No. 401
      Galleria, Pittsburgh Mills
      Tarentum, Pennsylvania

      West Town Mall Joint Venture          May 12, 2004
      Room 1166 West Town Mall
      Knoxville, Tennessee

                   Burdens Outweigh Benefits

After analyzing their current business operations, the Debtors
have determined that the Leases constitute a burden on their
estates, and are not necessary for an effective reorganization.

The Debtors have also determined that current economics do not
warrant the continuation of the retail business at those locations
at this time, hence, to efficiently manage their cash flow, they
find it necessary to reject those Leases immediately.

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


LOVESAC CORP: Wants to Assume & Amend Headquarter Lease Agreement
-----------------------------------------------------------------
The LoveSac Corporation and its debtor-affiliates asks the
U.S. Bankruptcy Court for the District of Delaware for permission
to:

   1) assume their Headquarter Lease and enter into a lease
      amendment with regards to the Headquarter Lease; and

   2) authorize them to reject the Headquarter Sublease with
      Acentus Consulting Group, L.L.C.

On Sept. 1, 2004, Lovesac Corp. and SLNET Investments, L.C.
entered into a Lease Agreement for a 18,805 square feet of office
space located in Suite 250, on the 5th floor of the Salt Lake
Hardware Building.  That office became the Debtors' headquarters.  
Lovesac also subleases approximately 6,204 square feet of its
headquarters office to Acentus Consulting pursuant to a Sublease
Agreement.

                       The Lease Amendment

Lovesac has determined that it doesn't need as much space as is
currently provided in the Headquarter Lease Agreement.  Lovesac
and SLNET have decided to amend that Agreement to delete from
Lovesac's premises the Acentus sublease space and an additional
6,070 rentable square feet.  

The amendment will leave Lovesac with 6,531 rentable square feet
that will remain under the Headquarter Agreement until the
scheduled termination of that Headquarter lease, which will occur
on Aug. 31, 2006.  The rent for the lease will remain at $8,844
per month.  

The amendment will be retroactive to Feb. 28, 2006, but
conditioned upon approval of two conditions by March 31, 2006:

   1) the approval of the amendment to the Lease Agreement by the
      Court and the assumption of the Headquarter Lease by
      Lovesac; and

   2) the rejection of the Headquarter sublease and receipt by
      SLNET Investments of all rent under the Headquarter Lease.

The Debtors tells the Court that approval of the amendment to the
Headquarter Agreement will allow them to continue operations from
their current headquarters without disruption of business while
saving them at least $16,621 per month in rent; and

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


MAGELLAN HEALTH: Earns $130.6 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Magellan Health Services, Inc. (Nasdaq:MGLN), reported operating
results for the fourth quarter and fiscal year 2005.  

The Company also completed its evaluation of the accounting
treatment relating to the use of deferred tax assets that existed
prior to its emergence from bankruptcy, other than net operating
loss carryforwards -- NOLs, and has determined that the
realization of the tax benefits associated with the use of such
deferred tax assets should be credited to goodwill.  As a result,
it is restating previously reported net income and earnings per
share for the year ended December 31, 2004, and for the nine
months ended September 30, 2005.  This revision does not affect
segment profit or cash flow results, nor does it impact any of the
Company's tax positions or its taxes payable now or in the future.

The Company reaffirmed that for 2006 it expects to generate
segment profit in the range of $173 million to $193 million,
including the impact of the NIA acquisition.

Steven J. Shulman, chairman and chief executive officer, said, "I
am very pleased with the Company's position at year end and I am
optimistic about its prospects for the coming year and beyond.  We
exceeded our previously announced guidance for segment profit,
coming in at $246 million, while continuing to demonstrate
operational excellence and diligent focus on positioning the
Company strategically for the future.  Restating certain results
for 2004 and 2005 is disappointing, certainly, but we value the
integrity of our accounting practices and I am pleased that this
matter was resolved quickly and accurately.  The restatement has
no impact on the strong financial performance and strategic
prospects for the Company."

           Fourth Quarter and Fiscal Year 2005 Results

For the fiscal year ended December 31, 2005, the Company reported
net revenue of $1.8 billion and net income of $130.6 million.  For
the prior year, net revenue was $1.8 billion and net income, as
restated, was $64.3 million.  Net income for the year ended
December 31, 2005, as well as for the fourth quarter of 2005,
was positively impacted by the previously announced sale of
certain assets to Aetna, Inc., which generated a pre-tax gain of
$56.4 million.  Because of the revision in tax accounting, the
Company has recorded tax expense of approximately $21.7 million
with respect to this gain although, as previously disclosed, the
cash taxes payable on such transaction are expected to be minimal.   
For 2005, the Company's segment profit (net revenue less cost
of care, and direct service costs and other operating expenses
plus equity in earnings of unconsolidated subsidiaries) was
$246.0 million, compared with $233.2 million in the prior year.

For the fourth quarter of 2005, the Company reported net revenue
of $436.4 million, compared with $445.2 million in the prior
year fourth quarter.  Net income in the quarter was $52.2 million
compared with $9.9 million in the fourth quarter of 2004, as
restated.  Segment profit for the fourth quarter was
$56.9 million, compared with $59.6 million in the prior year
quarter.

The Company ended the quarter with unrestricted cash and
investments of $274.2 million, of which approximately $122 million
was subsequently used to fund the previously announced acquisition
of National Imaging Associates, Inc. -- NIA, which closed on
January 31, 2006. Cash flow from operations for 2005 was
$188.0 million compared with $163.4 million for the prior year
period.

Mark S. Demilio, chief financial officer, said, "Magellan's strong
financial performance in 2005 is the result of continued fiscal
discipline and focus on operational efficiency.  This diligence in
managing our business yielded the financial flexibility to execute
on two key initiatives -- improving our capital structure and
furthering our long-term business strategy through acquisition.  
In the fourth quarter we repaid our Senior Notes in the principal
amount of $241 million and our Note payable to Aetna of
$49 million.  With just $63 million of debt and $274 million of
unrestricted cash and investments at December 31, 2005, we have
the financial foundation from which to fund additional market
expansion and accelerated growth.  Our acquisition of NIA in
January was an example of such expansion."

                        Restated Results

The Company has completed its evaluation of the accounting
treatment of the use of deferred tax assets and determined that
the reversal of valuation allowances with respect to the use of
deferred tax assets that existed prior to its emergence from
bankruptcy, other than NOLs, should be credited to goodwill as
opposed to the Company's treatment since its emergence from
bankruptcy of recording the tax benefit as a reduction of its
provision for income taxes.  As a result, the Company is restating
net income and earnings per share for fiscal year 2004 and the
nine months ended September 30, 2005, and each of the quarters in
those periods.  As a result of the restatement, net income for
2004 was reduced by $24.1 million and net income for the nine
months ended September 30, 2005, was reduced by $2.3 million.

"The restatement arose out of a misinterpretation of the complex
accounting literature on this topic," Mr. Demilio noted. "Because
of the lack of guidance directly addressing this issue for
companies emerging from bankruptcy, it was necessary to interpret
various accounting pronouncements in order to conclude on the
appropriate treatment.  As we reviewed this literature again, we
determined that the revised conclusion represents the proper tax
accounting treatment and it now parallels the treatment the
Company has been applying to reversals of valuation allowance with
respect to the use of NOLs."

                          2006 Outlook

The Company reaffirmed its expectations for 2006 of segment profit
in the range of $173 million to $193 million and net income in the
range of $1.44 to $1.86 per diluted share, including the impact of
the NIA acquisition.

"Magellan's expansion into the radiology benefits management space
is an exciting step forward in our development into a diversified
managed health care services company with significant growth
prospects," Mr. Shulman added.  "Radiology affords the opportunity
for dramatic growth by addressing a fast-growing, relatively
uncontrolled portion of medical expenses in a targeted manner.

"At the same time, we see opportunity to grow in the behavioral
health sector, particularly in the Medicaid market, and have made
investments in resources to support business development in that
area.  We have the strategic acumen, financial resources and
discipline to seize additional opportunities that will benefit our
customers and their constituents as well as our shareholders and
employees," Mr. Shulman said.

A full-text copy of Annual Report in Form 10-K filed with the
Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?65d

Headquartered in Avon, Connecticut, Magellan Health Services, Inc.
(Nasdaq:MGLN) is the United States' leading manager of behavioral
health care and radiology benefits.  Its customers include health
plans, corporations and government agencies.  The Company filed
for chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case
No. 03-40515).  The Court confirmed the Debtors' Third Amended
Plan on Oct. 8, 2003, allowing the Company to emerge from
bankruptcy protection on Jan. 5, 2004.

The company's $185 million bank facility due 2008 carries
Standard & Poor's B+ rating.  That rating was assigned on
Jan. 6, 2004.


MANAGEMENT SOLUTIONS: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Management Solutions & Systems, Inc.
        fka Management Solutions Systems, Inc.
        fka Pope Enterprise, Inc.
        8540 Ashwood Drive
        Capitol Heights, Maryland 20743

Bankruptcy Case No.: 06-11211

Type of Business: The Debtor provides information technology
                  solutions.  Management Solutions also markets
                  commercial off the shelf hardware, software,
                  peripherals,  office automation products, and
                  computer  accessories.  
                  See http://www.mssi2000.com/

Chapter 11 Petition Date: March 7, 2006

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Stanton J. Levinson, Esq.
                  Law Office of Stanton J. Levinson
                  P.O. Box 1746
                  Silver Spring, Maryland 20915
                  Tel: (301) 649-7888

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tazbaz Holdings, Ltd.         Loan                       $74,000
235 Lakeshore Road East,
Unit 106
Oakview, Ontario
Canada

GTSI                          Contract                   $68,666
P.O. Box 79296
Baltimore, MD 21279

McGuire Woods                 Legal services             $64,974
901 East Cary Street
Richmond, VA 23286

American Ribbon and Toner     Trade creditor             $57,862

PC Wholesale                  Trade creditor             $52,377

Frank Parsons Paper Co.       Trade creditor             $49,912

Guydon Clark & Robinsons,     Legal services             $44,522
LLP

NCS Technologies, Inc.        Trade creditor             $43,658

PC/GovConnection              Trade creditor             $41,888

Ingram Micro                  Trade creditor             $33,188

Data Mirror Solutions         Trade creditor             $31,920

Noosh, Inc.                   Trade creditor             $30,000

Deliverus Network, Inc.       Trade creditor             $29,637

Konica Minolta Business       Financing-type lease       $27,059
Solutions                     on copier & related
                              items

DLT Solutions                 Trade creditor             $21,081

A V Washington                Trade creditor             $19,925

Mercury Interactive           Trade creditor             $18,831

SYNNEX                        Trade creditor             $15,953

Staples                       Trade creditor             $12,884

Tech Depot, Inc.              Trade creditor             $11,329


MEDICALCV INC: Restating 2005 Financials After Internal Review
--------------------------------------------------------------
MedicalCV, Inc. (OTCBB:MDCV) reported that as a result of an
internal review of the Company's financial statements, it is
making a line item correction to its audited financial statements
contained in its Form 10-KSB for the fiscal year ended April 30,
2005.  This restatement will have no impact on the Company's
previously reported financial position, net loss or cash flows as
of and for the year ended April 30, 2005.

"An internal review of our historical financial results determined
that approximately $900,000 of operating expenses related to
discontinued operations were incorrectly recorded in our financial
statements," said Marc Flores, President and Chief Executive
Officer.  "Our proactive review determined that these expenses
should have been recorded in our loss from discontinued operations
as they were incurred as part of our discontinued heart valve
operations.  While the correction of this line item has no impact
on our net loss for fiscal 2005, it does result in our
determination that our financial statements for fiscal year 2005
should be restated.  We are currently in the process of preparing
the appropriate filings."

MedicalCV, Inc. -- http://www.medicalcvinc.com/-- is a  
cardiothoracic surgery device manufacturer.  Previously, its
primary focus was on heart valve disease.  It developed and
marketed mechanical heart valves known as the Omnicarbon 3000 and
4000.  In November 2004, after an exhaustive evaluation of the
business, MedicalCV decided to explore options for exiting the
mechanical valve business.  The Company intends to direct its
resources to the development and introduction of products
targeting treatment of atrial fibrillation.

                          *     *     *

                       Going Concern Doubt

PricewaterhouseCoopers LLP, after auditing the Company's financial
statements for fiscal years 2004 and 2005, expressed doubt about
the Company's ability to continue as a going concern.


METROMEDIA INT'L: Court Approves US$7 Million Fuqua Settlement
--------------------------------------------------------------
The Court of Chancery in Delaware approved the terms of a
settlement agreement for Metromedia International Group, Inc., in
the In Re Fuqua Industries action.

The Court approved the terms of the settlement memorialized in the
Stipulation and Agreement of Compromise, Settlement and Release of
Claims, dated Dec. 30, 2005, and entered the Order and Final
Judgment effectively ending this legal action for the previously
agreed upon $7 million settlement.  

                        Settlement Terms

Pursuant to the terms of the settlement, the Settlement Amount
will be released from escrow upon expiration of a 30-day appeal
period.  Upon distribution from the escrow account, the Company
will receive approximately $4.6 million of the Settlement Amount
with the remaining $2.4 million distributed to the plaintiffs'
attorneys for fees and expenses incurred.   

Since this action was brought on behalf of the Company, the funds
received by the Company from the Settlement Amount will go
directly to the Company and not to individual stockholders.

Headquartered in Charlotte, North Carolina, Metromedia
International Group -- http://www.metromedia-group.com/-- through  
its subsidiary, Metromedia International Telecommunications, owns
interests in telecom and cable TV operations in Russia, Georgia,
and elsewhere in Eastern Europe.

Since the first quarter of 2003, the Company has focused its
principal attentions on the continued development of its core
telephony businesses, and has substantially completed a program of
gradual divestiture of its non-core cable television and radio
broadcast businesses.  The Company's core businesses includes
Magticom, Ltd., the leading mobile telephony operator in Tbilisi,
Georgia, and Telecom Georgia, a well-positioned Georgian long
distance telephony operator.

                         *     *     *

Moody's Investors Service has placed Metromedia's subordinated
debt rating at B3 and junior subordinated debt rating at B2.


MIIX GROUP: Plan of Orderly Liquidation Declared Effective Feb. 24
------------------------------------------------------------------
In a filing with the Securities and Exchange Commission, The MIIX
Group, Inc., and New Jersey State Medical Underwriters, Inc.,
reported that their Second Amended Plan of Orderly Liquidation
became effective last Feb. 24, 2006.

The U.S. Bankruptcy for the District of Delaware confirmed the
Debtor's Plan on Feb. 13, 2006.

                      Treatment of Claims

Under the Plan,

    * Administrative Claims,
    * Professional Claims,
    * Priority Tax Claims, and
    * Other Priority Claims,

were be paid in full.

General Unsecured Claims received, in full satisfaction, cash
equal to the amount of the allowed claim.

Pension Benefit Guaranty Corporation Claims will receive, in full
satisfaction:

    a. cash equal to the amount of the PBGC Compromise Claim;
    b. 80% of the Law Re Proceeds; and
    c. the PBGC Executive Receivable Proceeds

Rehabilitator Claims will receive, in full satisfaction, periodic
distributions of cash remaining from the Liquidating Trust after
satisfaction of all other claims and 20% of Law Re Proceeds

Intercompany Claims and Interests in the Debtors received no
distribution under the plan and were cancelled.

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.
-- http://www.miix.com/-- provides management services to medical      
malpractice insurance companies.  The Company along with its
debtor-affiliate filed for chapter 11 protection on Dec. 20, 2004
(Bankr. D. Del. Case No. 04-13588).  Andrew J. Flame, Esq., Andrew
C. Kassner, Esq., David P. Primack, Esq., and Howard A. Cohen,
Esq., at Drinker Biddle & Reath LLP represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they estimated assets between
$10 million and $50 million and debts between $10 million and
$50 million.


MON VIEW: Gets Court OK to Hire Calaiaro Corbett as Bankr. Counsel
------------------------------------------------------------------
Mon View Mining Company sought and obtained authority from the
U.S. Bankruptcy Court for the Western District of Pennsylvania to
employ Calaiaro, Corbett & Brungo, P.C., as its bankruptcy
counsel.

Calaiaro Corbett is expected to:

    (a) prepare the bankruptcy petition and attend at the first
        meeting of creditors;

    (b) represent the Debtor in relation to acceptance or
        rejection of executory contracts;

    (c) advise the Debtor with regard to its rights and
        obligations during the Chapter 11 reorganization;

    (d) advise the Debtor regarding possible preference actions;

    (e) represent the Debtor in relation to any motions to convert
        or dismiss the Chapter 11;

    (f) represent the Debtor in relation to any motions for relief
        from stay filed by creditors;

    (g) prepare the plan of reorganization and disclosure
        statement;

    (h) prepare any objections to claims in the Chapter 11; and

    (i) represent the Debtor in general.

Donald R. Calaiaro, Esq., at Calaiaro Corbett, tells the Court
that he bills $250 per hour for his services.  Mr. Calaiaro
discloses that Francis E. Corbett, Esq., bills $220 per hour,
J. Craig Brungo, Esq., bills $200 and paralegals of the firm bill
$75 per hour.

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

The Firm can be reached at:

      Calaiaro, Corbett & Brungo, P.C.
      Attorneys at Law
      1105 Grant Building
      Pittsburgh, Pennsylvania 15219
      Tel: (412) 232-0930
      Fax: (412) 232-3858

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for chapter 11 protection on Nov. 22, 2005 (Bankr.
W.D. Pa. Case No. 05-50219).  Donald R. Calaiaro, Esq., at
Calaiaro, Corbett & Brungo, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $24,001,883 in assets and $10,545,140 in
debts.


MON VIEW: Committee Taps Bentz Law Firm as Bankruptcy Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Mov
View Mining Company's chapter 11 case asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania for authority to
employ Bentz Law Firm, P.C., as its bankruptcy counsel.

Bentz Law will represent, advice and counsel the Committee with
regards to their duties, obligations and developments in the
Debtor's chapter 11 proceedings.

The Committee tells the Court that the Firm's professionals bill:

    Professional                Designation        Hourly Rate
    ------------                -----------        -----------
    Leonard F. Spagnolo, Esq.   Partner                $250
    David Barton, Esq.          Senior Associate       $185
    Edward Schmetzer            Paralegal               $95

Leonard F. Spagnolo, Esq., at Bentz Law Firm, assures the Court
that the Firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Spagnolo can be reached at:

      Leonard F. Spagnolo, Esq.
      Bentz Law Firm, P.C.
      The Washington Center Building
      Suite 200, 680 Washington Road
      Pittsburgh, Pennsylvania 15228
      Tel: (412) 563-4500
      Fax: (412) 563-4480
      http://www.bentzlaw.com/

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for chapter 11 protection on Nov. 22, 2005 (Bankr.
W.D. Pa. Case No. 05-50219).  Donald R. Calaiaro, Esq., at
Calaiaro, Corbett & Brungo, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $24,001,883 in assets and $10,545,140 in
debts.


NAVIGATOR GAS: Court OKs Rejection of NGML Management Contracts
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Michael John Fayle, the official liquidator for
Navigator Gas Transport PLC and its debtor-affiliates, to reject
the Debtors' executory contracts with Navigator Gas Management
Ltd.

In addition, the Bankruptcy Court allowed the liquidator to sign
new management or consulting agreements to replace the rejected
NGML contracts.

As reported in the Troubled Company Reporter on Feb. 10, 2006, Mr.
Fayle asked the Court for authority to reject:

   a) a Technical Agreement dated as of July 14, 2001;

   b) a Master Commercial Marketing and Services Agreement
      dated as of March 24, 2000;

   c) a Management Agreement dated as of August 1, 1997; and

   d) any other contracts that may exist with NGML for commercial
      management, technical management, technical supervision, or
      administration, to the extent the Liquidating Debtors are
      considered to be parties or have any obligations.

The liquidator told the Bankruptcy Court that the management
agreements with NGML are not beneficial to the Debtors' current or
future business operations.  Mr. Fayle plans to relocate the
management of the Liquidating Debtors to London, where he will be
better able to supervise the ongoing operations and the Debtor's
reorganization.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NOMURA HOME: DBRS Rates $10.8 Mil. Class B-2 Certificates at BB
---------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Asset-Backed Certificates, Series 2006-HE1 issued by Nomura Home
Equity Loan, Inc., Home Equity Loan Trust, Series 2006-HE1:

      * $500.4 million, Asset-Backed Certificates,
        Series 2006-HE1, Class A-1 -- AAA

      * $69.3 million, Asset-Backed Certificates,
        Series 2006-HE1, Class A-2 -- AAA

      * $134.1 million, Asset-Backed Certificates,
        Series 2006-HE1, Class A-3 -- AAA

      * $13.7 million, Asset-Backed Certificates,
        Series 2006-HE1, Class A-4 -- AAA

      * $43.1 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-1 -- AA (high)

      * $39.2 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-2 -- AA

      * $24.5 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-3 -- AA (low)

      * $22.1 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-4 -- A (high)

      * $21.1 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-5 -- A

      * $19.1 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-6 -- A (low)

      * $17.2 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-7 -- BBB (high)

      * $14.7 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-8 -- BBB

      * $11.8 million, Asset-Backed Certificates,
        Series 2006-HE1, Class M-9 -- BBB (low)

      * $12.7 million, Asset-Backed Certificates,
        Series 2006-HE1, Class B-1 -- BB (high)

      * $10.8 million, Asset-Backed Certificates,
        Series 2006-HE1, Class B-2 -- BB  

The AAA ratings on the Class A Certificates reflect 26.80% of
credit enhancement provided by the subordinate classes, initial
overcollateralization, and monthly excess spread.  The AA(high)
rating on Class M-1 reflects 22.40% of credit enhancement.  The AA
rating on Class M-2 reflects 18.40% of credit enhancement.  The
AA(low) rating on Class M-3 reflects 15.90% of credit enhancement.  
The A(high) rating on Class M-4 reflects 13.65% of credit
enhancement.  The "A" rating on Class M-5 reflects 11.50% of
credit enhancement.  The A(low) rating on Class M-6 reflects 9.55%
of credit enhancement.  The BBB (high) rating on Class M-7
reflects 7.80% of credit enhancement.  The BBB rating on Class M-8
reflects 6.30% of credit enhancement.  The BBB (low) rating on
Class M-9 reflects 5.10% of credit enhancement.  The BB (high)
rating on Class B-1 reflects 3.80% of credit enhancement.  The BB
rating on Class B-2 reflects 2.70% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Ocwen Loan Servicing,
LLC as Servicer, as well as Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator.  HSBC Bank USA, National
Association will act as Trustee.  In addition, the certificates
will also be entitled to the benefits of an interest rate swap
agreement with Bear Stearns Financial Products, Inc.  The Trust
will pay to the Swap Provider a fixed payment at 5.152% per annum
each month in exchange for a floating payment at one-month LIBOR
from the Swap Provider.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
March 2006.  Interest will be first paid to the Senior
Certificates concurrently and then sequentially to the subordinate
classes.  Until the step-down date, principal collected will be
paid exclusively to the Senior Certificates unless they are paid
down to zero.  After the step-down date, and provided that certain
performance tests have been met, principal payments will be
distributed among the certificates of all classes on a pro rata
basis.  In addition, provided that certain performance tests have
been met, the level of overcollateralization may be allowed to
step down to 5.40% of the then-current balance of the mortgage
loans.

The mortgage loans were primarily originated or acquired by Quick
Loan Funding Inc., Sunset Direct Lending, LLC, and Chapel Mortgage
Corporation.  As of the cut-off date, Feb. 1, 2006, the aggregate
principal balance of the mortgage loans is $980,223,809.  The
weighted average mortgage rate is 7.857%, the weighted average
FICO is 612, and the weighted average combined loan-to-value ratio
is 84.77%.

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


NORTHWEST AIRLINES: IAM Equipment Service Workers Reject Contract
-----------------------------------------------------------------
Northwest Airlines (OTC: NWACQ) has reached an agreement with the
International Association of Machinists and Aerospace Workers
(IAM) on a contract covering the airline's customer service and
reservations staff.

The agreement was ratified by a majority of its members.
    
Northwest was pleased that its customer service and reservations
employees approved the new agreement.  The airline appreciates its
employees' recognition of the financial sacrifice needed to help
Northwest restructure successfully.

IAM-represented equipment service employees (ESE) did not ratify
the airline's settlement offer for that group.  Northwest said it
was disappointed by the outcome of the IAM ESE vote.

As a result of the ESE ratification vote results, Northwest will
be asking the U.S. Bankruptcy Court for the Southern District of
New York to proceed with the carrier's Section 1113(c) hearing
relating to the ESE members of the IAM.  The motion for a hearing,
originally filed last year, was deferred in January when the
airline and the IAM reached a settlement agreement on a new
contract.  Now that the ESEs have not ratified the agreement, the
1113(c) motion in regard to that group will be considered by the
court.  This motion asks the court to reject the existing labor
agreement with the IAM ESEs.

The temporary wage and benefit reductions, ordered by the
bankruptcy court in November, remain in effect for ESE employees.

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 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 07, 2006,
Northwest Airlines Corp. (D/--/D) and its pilots union announced
preliminary agreement on a concessionary labor contract, following
months of tense negotiations and a threatened strike.  

Standard & Poor's Ratings Services said its 'D' corporate credit
ratings on Northwest and subsidiary Northwest Airlines Inc. are
defined by the bankruptcy status of those companies and are not
affected.  Ratings of enhanced equipment trust certificates
(EETC's) remain on CreditWatch, excepting 'AAA' rated, insured
EETC's.
     
"The pilots are the last major labor group to reach a preliminary
agreement (excepting striking mechanics, who have been replaced)
and the largest source of labor savings being sought by the
airline," said Standard & Poor's credit analyst Philip Baggaley.  
"Accordingly, a ratified agreement would represent a major step
forward in the airline's efforts to reduce costs and reorganize in
bankruptcy," he continued.  


NOVEMBER 2005: S&P Downgrades $80 Million Term Loan's Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'B+' on the $80 million senior secured second-lien term loan due
2012 from November 2005 Land Investors LLC.  Concurrently, the
recovery rating is revised to '4' from '3'.  Additionally, the
'BB-' corporate credit rating is affirmed, as are the 'BB' rating
and '1' recovery rating on the senior secured first-lien term loan
and revolver.  The outlook remains stable.
      
"The downgrade of the second-lien facility was prompted by
revisions to the loan terms, which weaken the recovery prospects
for the second-lien lenders," explained Standard & Poor's credit
analyst George Skoufis.  "Specifically, the first-lien term loan
was increased by $25 million to $280 million, while pricing for
this loan tranche improved 25 basis points to LIBOR plus 275.  
The revolver and second-lien term facilities remain unchanged at
$50 million at $80 million, respectively."

The resulting pro forma leverage at funding increases to 70% from
66% based on the purchase price.  Based on an as-is appraisal,
leverage rises to 62% from 58%.  The credit facility covenant
limits leverage to 72.5% based on the as-is appraised value.  The
improved pricing mitigates the larger loan size, resulting in a
modest decline in projected interest coverage.
     
Favorable current supply and demand characteristics in the Las
Vegas market are expected to support the overall housing market
and the underlying value of this sizeable and concentrated land
position.  While the robust price appreciation in the market is
considered to be unsustainable and there are signs of easing, the
cost basis for the developed parcels in this master-planned
community should remain competitive if the housing market weakens
modestly.


ONEIDA LTD: Lenders Sign Off on Pre-Negotiated Chapter 11 Plan
--------------------------------------------------------------
Oneida Ltd. (OTCBB:ONEI) reached an agreement with its lenders on
a recapitalization plan that would reduce the company's debt by
approximately $100 million and open the way for investment,
innovation and growth.

"I am pleased that we have been able to reach agreement on a
comprehensive recapitalization plan that substantially reduces
debt and increases our liquidity," Terry G. Westbrook, President
and CEO of Oneida, said.  "This has been one of our principal
goals since we completed the transformation of Oneida's business.  
We've successfully moved from a manufacturing-based business model
to one built on sourcing, distribution and marketing.  As a
result, our cash flow, operating profit and margins have seen
steady improvement, but we are still burdened by an unmanageable
debt load."

The recapitalization plan marks a further milestone in Oneida's
progress since a new Board of Directors and management team were
assembled 16 months ago.  Under their leadership, the company has
achieved several significant accomplishments, including:

     * appointment of a new Chief Executive Officer, Executive
       Vice President of Worldwide Sales and Marketing and Chief
       Financial Officer, as well as the appointment of
       experienced executives to key leadership positions in
       sales, marketing, finance and information technology;

     * reductions in operating, product and administrative costs;

     * creation of a global procurement team to manage Oneida's
       extensive network of contract manufacturers in Asia;

     * operational integration of the company's various product
       lines in order to leverage Oneida's strengths in brand,
       design and global procurement;

     * opening a west coast distribution center to improve
       supply-chain efficiency and customer service; and

     * development of a strategic marketing plan to drive growth
       in the company's consumer and food service franchises.

Financial institutions representing 100% of the company's
outstanding Tranche B debt and 94% of the company's outstanding
Tranche A debt have agreed to the recapitalization plan and
entered into a Plan Support Agreement.  Pursuant to the terms of
the Agreement, the company intends to file a voluntary petition
for a prenegotiated reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The filing is expected to take place on or about
March 20, 2006.

A "prenegotiated" Chapter 11 petition means that a company will
have finalized its plan of reorganization prior to filing with the
court and received the requisite support for confirmation.  This
process is designed to be faster and more efficient than a
traditional Chapter 11 filing.  The Chapter 11 proceeding for
Oneida should have no impact on its business operations, and
Oneida expects to exit Chapter 11 approximately 90 days after
commencement of its case.

Upon confirmation of the plan, all of the common stock of the
company would be issued to the holders of Oneida's Tranche B debt.  
The company's $115 million Tranche A term loan would be refinanced
with a long-term revolving credit and term loan facility from
Credit Suisse.  All of Oneida's existing common and preferred
stock will be cancelled and receive no recovery.  Accordingly, the
company believes that Oneida's currently outstanding preferred and
common stock has no value.

              Vendor Payments and Customer Service

Oneida will continue operations without interruption during the
recapitalization process.  The company's working capital and
liquidity positions remain strong and are expected to remain so
during the brief reorganization process.  The recapitalization
plan only addresses the company's capital structure and certain
legacy liabilities; therefore, it should have no material impact
on its relationships with customers, suppliers, business partners
or employees.  During the pendency of the proceeding, the company
will continue to pay suppliers for the delivery of goods and
services on current terms, employee pay and benefits will continue
as usual, and new product development and customer support will
not be affected.

Only Oneida Ltd. and certain of its U.S. affiliates will be the
subject of the Chapter 11 filing.  It is expected that the
company's non-U.S. affiliates will not be included in the Chapter
11 filing or be the subject of a foreign insolvency proceeding,
and Oneida expects that the operations of its non-U.S. businesses
will not be affected in any material way by virtue of Oneida's
Chapter 11 filing.

                 Interim and Long-Term Financing

In order to fund its day-to-day business operations during the
pendency of the Chapter 11 proceeding, the company has obtained
commitments from a lending syndicate led by JP Morgan Chase Bank,
N.A. to provide up to $40 million of revolving credit financing.  
This financing, which will add to the company's current liquidity,
is subject to certain closing conditions and to bankruptcy court
approval.

In addition, upon confirmation of the recapitalization plan, a
lending group led by Credit Suisse has agreed to provide up to
$170 million of long-term financing, which will be composed of
an $80 million asset-based 5-year revolving credit facility and
a $90 million, 6-year term loan.

The exit financing also is subject to certain closing conditions,
including bankruptcy court approval.

Oneida Ltd. -- http://www.oneida.com/-- is the world's largest
manufacturer of stainless steel and silverplated flatware for both
the Consumer and Foodservice industries, and the largest supplier
of dinnerware to the foodservice industry.  Oneida is also a
leading supplier of a variety of crystal, glassware and metal
serveware for the tabletop industries.  Oneida manufacturing
facilities, foodservice and retail products are present throughout
the world including the United States, Canada, Mexico, the United
Kingdom, Italy and Australia. Our company originated in a mid-
nineteenth century utopian community based on a work ethic of
quality craftsmanship.

At Oct. 29, 2005, Oneida Ltd.'s balance sheet showed a $20,732,000
stockholders' deficit, compared to a $3,619,000 deficit at
Jan. 29, 2005.


OWENS CORNING: Bondholder Representatives Report on Activities
--------------------------------------------------------------
Wilmington Trust Company, as trustee, and John Hancock Life
Insurance Company -- the members of the Official Committee of
Unsecured Creditors who represent the bondholder and trade
creditor constituencies of Owens Corning Corporation and certain
of its subsidiaries -- are currently engaged in settlement
discussions and pursuing challenges to the Banks' claims, J.
Andrew Rahl, Jr., Esq., at Anderson Kill & Olick, P.C., in New
York, reports.

Anderson Kill serves as special counsel to the Official
Representatives.

The Official Representatives previously reached an agreement with
the Debtors, the Asbestos Claimants Committee, and the Futures
Representative on a Term Sheet for a consensual plan prior to the
Third Circuit's ruling on substantive consolidation.  According
to Mr. Rahl, negotiations in pursuit of consensual modifications
to the Debtors' Fifth Amended Joint Plan of Reorganization are at
a critical juncture.  The Official Representatives are active
participants in these discussions.

"The Official Representatives believe that it is by no means
unlikely that these Cases could soon be in a posture in which
they can finally be resolved," Mr. Rahl says.

In October 2002, the Debtors commenced an adversary proceeding to
avoid as fraudulent conveyances their obligations as subsidiary
guarantors under a credit agreement dated as of June 26, 1997,
with the Banks.  The U.S. District Court for the District of
Delaware stayed the Bank Adversary Action pending resolution of
the substantive consolidation dispute in the Debtors' cases.  The
stay expired by its terms concurrently with the Third Circuit
Court of Appeals' ruling on substantive consolidation in August
2005.

Four months of settlement negotiations thereafter ensued until,
in late December 2005, proponents of the Fifth Amended Plan
reached an agreement with a steering committee of the Banks on
revised terms for the Fifth Amended Plan.  The Bonds/Trade and
the Ad Hoc Committee of Bank debt and bond claim holders do not
support the Fifth Amended Plan.

Mr. Rahl relates that the Official Representatives sought to take
up the Bank Adversary Action again in the context of an impending
confirmation hearing on the Fifth Amended Plan.  In aid of doing
so, the Official Representatives filed an adversary proceeding in
January 2006, seeking an order equitably subordinating the Banks'
claims to those of the Bondholders and Trade Creditors as well as
equitably subordinating the Banks' guarantee claims against
certain Debtor subsidiaries to the claims of Owens Corning
against those subsidiaries, for the benefit of Owens Corning
creditors.

Most of the facts needed to support the claims asserted in the
Adversary Actions already have been developed in the evidentiary
record that was before the District Court when it considered the
substantive consolidation motion.  The goal of the Adversary
Actions is to achieve essentially the same result -- by means of
different, yet conventional and long recognized legal theories --
that would have been obtained had the Third Circuit sustained the
District Court's substantive consolidation ruling.

The Official Representatives believe that the Adversary Actions
can be expeditiously resolved within a time frame which will not
impede the confirmation hearing on the Fifth Amended Plan, which
is scheduled to commence on July 10, 2006.

For now, the divergence of interests of the Banks and the
Bonds/Trade is continuing and thus the role of the Official
Representatives continues as well, Mr. Rahl relates.  The
commercial creditors and their advisors have been diligent in
avoiding unnecessary duplication of effort, and the Banks and
Official Representatives properly have deferred to the
Committee's advisors on those issues that do not pose a conflict
between these two Committee constituencies.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
(Owens Corning Bankruptcy News, Issue No. 126; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PARTHENON CSO: Credit Quality Decline Cues Moody's to Junk Notes
----------------------------------------------------------------
Moody's Investors Service confirmed its rating on Tranche A of the
credit default swap at A1 and lowered its rating of Tranche B of
the credit-linked notes from Ba3 on review for possible downgrade
to Caa1.  Both tranches were issued by Parthenon CSO 2001-2 PLC.  
According to Moody's, the rating action on Tranche B has been
prompted by a deterioration in the overall credit quality of the
reference pool and the settlement of a recent credit event of a
reference entity.  The reduction in the credit quality of the
reference pool has raised the credit risk associated with
Tranche B to the point where the risk is no longer consistent with
its rating.

   Issuer: Parthenon CSO 2001-2 PLC

   Rating Action: Rating Confirmed

      * EUR20.0mm CSO Series 2001-2 Credit
        Default Swaps, Tranche A
        Previous rating: A1, on review for possible downgrade
        Current rating: A1

   Rating Action: Downgrade

      * EUR32.5mm CSO Series 2001-2 Credit-Linked
        Notes due April 12, 2006, Tranche B
        Previous rating: Ba3, on review for possible downgrade
        Current rating: Caa1


PERFORMANCE TRANSPORTATION: Amends Credit Suisse DIP Deal
---------------------------------------------------------
On Feb. 22, 2006, Performance Transportation Services, Inc., and
its 13 debtor-affiliates filed with the U.S. Bankruptcy Court for
the Eastern District of New York, Amendment No. 1 to the DIP
Credit Agreement with Credit Suisse, Cayman Islands Branch, as DIP
Agent.

As reported in the Troubled Company Reporter on Jan. 30, 2006, the
Bankruptcy Court gave the Debtors interim approval to obtain $60
million of DIP financing, which is ultimately expected to provide
approximately $10 million of additional liquidity.

                         DIP Amendments

Among others, Amendment No. 1 provides for a ratable refinancing
of the facilities under the Prepetition First Lien Credit
Agreement.

Pursuant to Amendment No. 1, the initial aggregate amount of
Tranche A Credit-Linked Deposits on the date of the entry of
the Interim DIP Order is $8,857,301, and will be increased on
Feb. 22, 2006, to $17,740,147.

Amendment No. 1 also restates some definitions in the DIP Credit
Agreement including that for Prepetition Payments.  As amended,
Prepetition Payment will mean a payment of principal or interest
or otherwise on account of any prepetition indebtedness or trade
payables or other prepetition claims against Performance or any
Guarantor other than any payment of:

   -- adequate protection in respect of indebtedness under the
      Prepetition First and Second Lien Credit Agreements; or

   -- fees and expenses for indebtedness under those Prepetition
      Agreements.

A full-text copy of the Amendment No. 1 to the DIP Credit
Agreement is available for free at

            http://Bankrupt.com/misc/DIP_AmendmentNo1.pdf

                          Final Approval

Judge Kaplan authorizes Performance Transportation on a final
basis to borrow up to $60,000,000 in accordance with the terms of
the DIP Credit Agreement, and as amended by Amendment No. 1., to,
among others, refinance and repay:

   a. $32,259,853 in respect of the revolving loan and term loan
      constituting the First Lien Obligations; and

   b. $17,740,147 of the Tranche A Credit-Linked Deposits
      constituting the First Lien  Obligations.

Furthermore, the Court authorizes the Debtors to incur overdrafts
and related liabilities arising from treasury, depository and cash
management services in connection with any automated clearing
house transfer of funds provided to or for the benefit of the
Debtors by Credit Suisse, Cayman Islands Branch, or any other DIP
Lender.

The DIP Facility will mature on the earliest of (i) January 2007
-- the Scheduled Termination Date, (ii) the date of the
termination of the Lender's Revolving Credit Commitments or the
acceleration of any outstanding Obligations, and (iii) the
substantial consummation of a plan of reorganization or a sale of
all or substantially all of the assets of the Debtors pursuant to
a sale effected under Section 363 of the Bankruptcy Code.

The Court also approves the Debtors' prepetition engagement of The
Daley-Hodkin Group to provide appraisal services in connection
with the DIP Financing.

A full-text copy of the Final DIP Order is available for free at
http://ResearchArchives.com/t/s?667

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERFORMANCE TRANSPORTATION: Gets Final Nod to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
allowed Performance Transportation Services, Inc., on a final
basis, to use all cash collateral of their prepetition secured
lenders provided that the lenders are granted adequate protection.

As adequate protection, Prepetition Agents and Prepetition Secured
Lenders are granted Adequate Protection Liens, interests and liens
on the Lenders' Avoidance Actions Proceeds, and Section 507(b)
Claims.  They are also entitled to payment of interest, fees and
expenses, and receive reports and information provided to the DIP
Agent under the DIP Credit Agreement.

As reported in the Troubled Company Reporter on Feb. 08, 2006, the
Debtors owe money under two credit agreements:

    Credit Agreement                     Outstanding Amount Owed
    ----------------                     -----------------------
    First Lien Credit Agreement,                $121,600,000
    dated January 31, 2005, with
    Credit Suisse, Cayman Islands Branch,
    as sole administrative and
    collateral agent

    Second Lien Credit Agreement,                $35,000,000
    dated January 31, 2005, with
    Credit Suisse, Cayman Islands Branch,
    as sole administrative and
    collateral agent (Wells Fargo Bank,
    National Association, succeeded
    Credit Suisse as agent)

PTS' obligations under the Credit Agreements are secured by liens
and security interests on:

    * the capital stock of PTS and all of its domestic related
      subsidiaries;

    * the present and future property and assets (subject to
      customary exceptions) of PLG, PTS and all of its domestic
      related subsidiaries; and

    * the proceeds and products of those property and assets.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PLUM POINT: Affirms Preliminary B Rating on $575 Million Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its preliminary 'B'
rating and '3' recovery rating on Plum Point Energy Associates
LLC's:

   * $423 million first-lien term loan (down from $590 million);

   * its $102 million synthetic LOC facility (down from
     $105 million); and

   * its $50 million revolving credit facility (down from
     $65 million).

There will also be a $175 million second-lien term loan that is
unrated.  In addition, PPEA will now be contributing $225 million
of equity (up from $205 million).  The '3' rating indicates the
expectation of meaningful recovery (50% to 80%) of principal in a
default scenario.
     
The outlook is stable.  The preliminary ratings are subject to
final structure and document review.
     
The proceeds from the loans will be used for the construction of
the Plum Point Energy Station, a 665 MW coal-fired, base load
electrical generating facility with advanced emission controls
that will be in Osceola, Arkansas, about 30 miles north of
Memphis, Tennessee, on the Mississippi River.  The facility will
dispatch into the Entergy Corp. subregion of the Southeast
Electric Reliability Council region.
     
The change in structure strengthens recovery prospects, but
increases default probability when compared with the original
structure.  However, on both counts, these changes are not large
enough to change the ratings.
     
Standard & Poor's expects ratings stability in the near term, as
construction progresses.

"The 'B' rating reflects PPEA's high leverage and exposure to
merchant markets in the Entergy subregion," said Standard & Poor's
credit analyst Scott Taylor.  These risks are offset by PPEA's
demonstrated ability to sell capacity and enter into long-term
PPAs and the plant's likely efficiency.  The rating could fall if
there are substantial construction issues or market dynamics at
Entergy deteriorate.  "If PPEA can execute its strategy of
entering into further long-term PPAs, and this leads to a greater
percentage of capacity under contract, the rating could improve,"
he continued.


PLUSFUNDS GROUP: Asks Court to Okay FTVentures Asset Purchase Deal
------------------------------------------------------------------
PlusFunds Group, Inc., asks Judge James Peck of the United States
Bankruptcy Court for the Southern District of New York to approve
its asset purchase agreement with FTVentures.

As reported in the Troubled Company Reporter on Mar. 8, 2006, the
Debtor will sell its business for $5 million.  FTVentures has
offered $2 million in cash and will assume up to $3 million of
PlusFunds' obligations.

The salient terms of the agreement are:

   a) the Acquired Assets consist of substantially all of PFGI's
      assets with the exception of:

       i) certain the tax refunds due to PFGI that will
          collateralize a $1 million bride financing facility, and

      ii) any causes of action arising under Chapter 5 of the
          Bankruptcy Code;

   b) the cash portion of the Purchase Price will be $2 million
      and the proposed purchaser would assume certain specified
      obligations, including ordinary course and deferred
      operating liabilities, as the parties agree, the assumed
      amounts not to exceed $3,000,000, and provided that no other
      indebtedness of PFGI will be assumed;

   c) the buyer will be funded with $5,000,000 working capital on
      or before the closing date of, with up to an additional
      $10,000,000 of funding to be made available thereafter as
      needed;

   d) the buyer would become the investment advisor or investment
      manager, as the case may be, to each Fund advised by the
      Debtor unless otherwise agreed between the parties;

   e) the buyer would assume PFGI's interests in the licensing
      agreement with Standard & Poor's (or enter into a new
      agreement with S&P on terms satisfactory to the buyer in its
      sole and absolute discretion), and specified material
      contracts related to the operation of the pre-closing
      business of PFGI;

   f) there are several material conditions to closing, including
      the condition that PFGI's assets under management shall not
      be less than $450 million;

   g) the buyer may hire all or some of PFGI's employees and/or
      managers. The achievement of satisfactory arrangements with
      such employees or managers as are determined by the buyer
      (in its sole and absolute discretion) to be necessary to the
      operation of the Acquired Assets, is another material
      condition to closing.

   h) the sale of the Acquired Assets to the buyer is subject to
      higher and better offers, presenting an opportunity, to be
      realized through the Auction, for PFGI to sell the Acquired
      Assets to a third party.

The Debtor agrees to pay FTVentures a $150,000 breakup fee as well
as expense reimbursement for $400,000 if its stalking-horse bid
is beaten in a competitive auction.  Overbidding will start at
$3.5 million in cash and proceed in increments of $1 million.  

The Debtor wants to hold the auction at 11:00 a.m. on April 18,
2006, at the offices of:

           Curtis, Mallet-Prevost, Colt & Mosle, LLP
           101 Park Avenue, 35th Fl.
           New York, New York 10178-0061

The Debtor wants a final sale entered by April 28, 2006.

Headquartered in New York, New York , PlusFunds Group, Inc. --
http://www.plusfunds.com/-- provides hedge funds and other   
financial services for individual and corporate investors.  The
Debtor filed for chapter 11 protection on Mar. 6, 2006 (Bankr.
S.D.N.Y. Case No. 06-10402).  James David Leamon, Esq., and Steven
J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
represent the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debt between $1 million and
$10 million.


PRICE OIL: Wants to Sell Assets to McPherson for $2.5 Million
-------------------------------------------------------------
Price Oil, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Alabama for authority to sell all
of their fuel distribution assets (excluding real estate) outside
of the ordinary course of business, free and clear of all liens,
claims, encumbrances and interest.

The Debtors also want to assume and assign related unexpired
leases and executory contracts.

The Debtors entered into a letter of intent with The McPherson
Companies, Inc., to purchase the assets for $2.5 million.  
Pursuant to the letter of intent, both parties will enter into
definitive agreement by no later than March 15, 2006.

Under the agreement, the purchased assets include:

   * the Debtors' wholesale marketer agreements and distributor
     franchise agreements with each of ExxonMobil, BP, CITGo,
     Shell and Parade;

   * all of the Debtors' branded and unbranded dealer supply
     agreements;

   * all equipment owned by the Dealers that is located on sites
     operated by counterparties to the purchased dealer supply
     agreements;

   * Lease No. 1250, Schedule 02, dated Sept. 25, 2005, with
     Capital Partners Leasing regarding the Debtors' lease of one
     Kenworth tractor and one Heil trailer;

   * all computer hardware and software owned by the Debtors'
     utilized in the Debtors' fuel distribution business; and

   * four Kenworth tractors and four Heil trailers.

McPherson's stalking-horse bid is subject to higher and better
offers.  Price Oil will pay McPherson a $75,000 Breakup Fee
(provided McPherson hasn't committed a material breach of the
Definitive Agreement prior to the consummation of a sale to a
third property) if a competing bidder emerges and prevails.

              Parties Claiming Liens In The Property

Colonial Bank asserts a perfected, first priority mortgage lien on
all the purchased assets other than trucks and a second priority
lien on trucks pursuant to the Court's order approving the
Debtors' agreement to use cash collateral of Colonial Bank.  
Colonial Bank is owed over $20 million.

In addition, Capital Bank, owed approximately $560,000, asserts a
perfected, first priority mortgage lien on the trucks.

Other parties may assert liens on the Debtors' equipment located
on sites owned or operated by the counterparties to some of the
supply contracts.

The Debtors tell the Court the proposed sale will maximize the
value of their estates and satisfies the requirements of 363(f) of
the Bankruptcy Code because:

   a) a bona fide dispute exists regarding the proper disposition
      of the net proceeds from the sale;

   b) Capital Bank will be paid in full from the sale proceeds;

   c) the liens of each of the alleged other lienholders are bona
      fide dispute.

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


PROCARE AUTOMOTIVE: Arranges $3.65MM DIP Loan with Monro Muffler
----------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for authority to borrow up to $3.65 million from Monro
Muffler Brake, Inc.

Alan R. Lepene, Esq., at Thompson Hine, LLP, tells the Bankruptcy
Court that the Debtor does not have enough cash to continue
operating its business.  The loan will allow the Debtor to
minimize disruption of its business and operations and meet
payroll and other operating expenses.

Monro, who has also offered to purchase the Debtor's assets
subject to higher and better offers, agrees to provide the DIP
financing on these terms:

    -- the total aggregate principal amount of the loan will not
       exceed $3.65 million;

    -- the loan will carry a 10% interest rate payable on the
       maturity date of the loan;

    -- the loan will mature on the earlier of 30 days after the
       entry of the order approving the financing; the effective
       date of a plan of reorganization or the effective date of a
       sale of the Debtor's assets; and

    -- Monro will be granted a superpriority claims on account of
       the loan, in accordance with section 364 of the Bankruptcy
       code.

To secure repayment of the postpetition loan, the Debtor grants
Monro:

    -- valid and perfected postpetition security interests in, and
       liens and mortgages on all of the its assets not encumbered
       by a validly perfected lien or security interest,
       including all personal and real property; and

    -- perfected postpetition lien on all of the Debtor's assets
       encumbered by a validly perfected lien or security interest
       as of the Petition Date.  The postpetition lien will be
       senior to validly perfected liens or security interests
       held by the prepetition lenders as of the Petition Date but  
       junior and subordinate to all Permitted Priority Liens.

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.


RAPID LINK: Gets $1M from Trident Growth in Private Debt Placement
------------------------------------------------------------------
Rapid Link, Inc. (OTC: RPID), raised gross proceeds of $1 million
through the completion of a private placement of two one-year
convertible debentures and warrants with two investors, including
Trident Growth Fund, L.P., a fund managed by Scott Cook, a former
investor in the company.  In addition, the Company reported an
extension of one of its 6% convertible debentures with GCA
Strategic Investment Fund Limited.

"Having previously invested in Rapid Link, formerly Dial Thru
International, I was very familiar with the company and in light
of their new direction and new management team we felt this is a
great time to invest again in the company," stated Mr. Cook.

"I am very pleased with the support we are getting from previous
investors.  This says a lot about our business today, where we
have come from and where we are going.  We believe it's a powerful
statement for the company," David Hess, President & Chief
Operating Officer of Rapid Link, commented.

Rapid Link, Inc., fka Dial Thru International Corporation --
http://www.rapidlink.com/-- provides value-added Voice over
Internet Protocol communication services to customers, both
domestically and internationally.  Rapid Link is a niche market
provider that has focused on the US military and other key niche
markets through its proven, high-quality Internet telephony
products, services and infrastructure for service providers,
businesses and individuals worldwide.

The Company's balance sheet showed $3.2 million in total assets
at Oct. 31, 2005, and liabilities of $9.5 million, resulting in
a stockholders' deficit of $6.2 million.  At Oct. 31, 2005, the
Company's current liabilities exceeded its current assets by
$7.1 million.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
KBA Group LLP expressed substantial doubt about Rapid Link,
Incorporated's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Oct. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from continuing operations during each
of the last two fiscal years as well as working capital and
shareholders' deficits at Oct. 31, 2005.


REFCO INC: Wants to Hire DJM Asset as Real Estate Consultant
------------------------------------------------------------
Refco Inc., and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
DJM Asset Management, LLC, as their real estate consultant, nunc
pro tunc to January 25, 2006.

Because of DJM's experience working on real estate holdings of
financially troubled companies, the Debtors selected DJM to
provide them with brokering, negotiating and disposition services
with respect to their leased properties.

The Debtors believe that DJM's extensive experience in advising
Chapter 11 debtors on real estate matters will enable the firm to
work efficiently with the Debtors' other advisors on real estate
issues likely to arise in the Debtors' Chapter 11 cases.

As real estate consultant, DJM will:

   (a) negotiate the termination, assignment, sublease or other
       disposition of the Leases;

   (b) negotiate waivers or reduce cure claims, general
       unsecured claims, or any other claims related to the
       Leases;

   (c) provide advice regarding the marketing or rejection of
       the Leases or provide "desktop" leasehold valuations for
       the Leases;

   (d) assist the Debtors regarding the documentation of any
       proposed transaction concerning the Leases, including
       assisting in any auction process, reviewing documents
       and assisting in resolving problems which may arise in
       the transaction process;

   (e) provide progress reports to the Debtors on at least a
       weekly basis;

   (f) meet periodically with the Debtors regarding the status
       of its efforts; and

   (g) assist with other matters that fall within its expertise
       and that are mutually agreeable to the firm and the
       Debtors.

The Debtors have the sole right to accept or reject any
disposition or transaction, including any lease termination or
rejection.

Pursuant to a retention agreement, the Debtors will compensate
the firm for its services on the closing of a transaction
concerning any of the Leases, either by sale or assignment to a
third party, in accordance with a schedule based on the total
amount of cash paid by the purchaser, lease assignee, purchaser
of designation rights and landlords:

   (1) At the closing of a transaction in which any Lease is
       sold, assigned, otherwise transferred to a third party
       or terminated prior to its expiration, DJM will
       earn (i) a cash fee amount equal to the greater of (x)
       $5,000 or (y) 2.75% of the Gross Proceeds of the
       disposition plus (ii) an allowed general unsecured claim
       against the Debtors equal to 2.75% of the claim amount
       that the landlord under the Lease would have held if the
       Lease had been rejected, subject to any applicable caps;

   (2) For sublease transactions, DJM will earn a cash fee
       equal to the greater of (x) $5,000 or (y) 2.75% of
       the Gross Proceeds of that disposition.  However, the
       firm's fees will, in no event, exceed $200,000 for a
       single transaction.  For sublease transactions, "Gross
       Proceeds" means the amount of the expected sublease
       payments payable by the subtenant to the Debtors through
       the termination of the sublease;

   (3) For any assumed Lease, if the amount required to be paid
       to a landlord to cure any defaults existing at the time of
       assumption is reduced below the cure amount that the
       Debtors acknowledge is owing, DJM will receive a cash fee
       equal to 2.75% of the total amount so reduced or waived;

   (4) For any rejected Lease, if the landlord agrees to reduce
       or waive the claim it could assert under Section 502(b)(6)
       of the Bankruptcy Code or otherwise, DJM will receive an
       allowed general unsecured claim against the Debtors equal
       to 2.75% of reduction or waiver; and

   (5) DJM will be paid a $1,000 cash fee for each formal report
       that the Debtors ask the firm to generate regarding the
       determination of whether it will be cost effective for
       the Debtors to run a marketing process for a Lease.  But,
       the firm will not charge the Debtors for any informal
       advice.

DJM will be paid for additional consulting services performed at
the Debtors' request, and that are not otherwise provided for in
the Retention Agreement, at $300 per hour.

The Debtors will also reimburse the firm for reasonable out-of-
pocket expenses incurred in connection with the marketing and
sale, lease, assignment or other transfer of the Leases.

Furthermore, given the compensation structure under the Retention
Agreement, the Debtors believe it is inefficient to require DJM
to submit periodic fee applications.  At the conclusion of the
retention, DJM will, however, present to the Court a final fee
application.

Andrew B. Graiser, co-president of the firm, attests that DJM
does not have any connection with any of the Debtors or other
parties-in-interest and is a "disinterested person," as that term
is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services    
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Committee Wants to Hire Campbells as Cayman Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Refco Inc., and
its debtor-affiliates' chapter 11 cases seeks the U.S. Bankruptcy
Court for the Southern District of New York's authority to retain
Campbells as its Cayman Islands counsel.

As previously reported, on December 16, 2005, the Committee
commenced an adversary proceeding against SPhinX Managed Futures
Fund SPC, a segregated portfolio company organized under Cayman
law.  The Committee seeks to avoid $312,000,000 transferred by
Refco Capital Markets, Ltd., to the SPhinX Funds five days before
the Petition Date.

Effective as of December 16, Campbells will:

   (a) advise the Committee with respect to all aspects of Cayman
       law;

   (b) assist and advise the Committee on issues relative to
       Cayman law that may arise in the Adversary Proceeding, in
       connection with any actions against the SPhinX Funds, or
       otherwise in the Debtors' Chapter 11 cases; and

   (c) perform other legal services as may be in the interests of
       the Committee in accordance with its powers and duties.

Campbells' current hourly rates are:

            Partners             $495
            Senior Associates    $425
            Paralegals           $225

Campbells will also be reimbursed for actual and necessary costs
and expenses incurred in connection with its representation of
the Committee.

J. Ross McDonough, Esq., a partner at Campbells, assures the
Court that the firm does not hold any adverse interest or
represent any entity having an adverse interest to the Debtors in
connection with their Chapter 11 proceedings.

Julie J. Becker, vice president of Wells Fargo Bank, N.A., co-
chair of the Committee, relates that Campbells is well qualified
to represent the Committee.  The firm has extensive experience
and knowledge in the fields of Cayman Corporate law, the
enforcement of foreign judgment in the Caymans and general Cayman
commercial litigation.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services    
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Extension of Excl. Periods Hearing Set for March 14
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 30, 2006,
Refco Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their
Exclusive Plan Proposal Period through September 1, 2006, and
their Exclusive Solicitation Period through October 31, 2006.

An extension of the Exclusive Periods will ensure that the
Debtors can fully evaluate all available options and take full
advantage of the opportunities afforded in Chapter 11 to wind
down their business operations and maximize value for all
constituents, Ms. Henry Sally McDonald Henry, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, avers.

The Court will convene a hearing to consider the Debtors' request
tomorrow, March 14, 2006, at 10:00 a.m.

Pursuant to a bridge order, the Hon. Robert D. Drain of the
Southern District of New York Bankruptcy Court extends the
Debtors' exclusive periods to file a plan of reorganization
through the date of entry of a final order on the Extension Motion
and to solicit acceptances of the Plan for a period of 60 days
thereafter.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services    
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REUNION INDUSTRIES: Sells Plastics Unit to Oneida for $11.5 Mil.+
-----------------------------------------------------------------
Reunion Industries, Inc., completed the sale of the business and
substantially all of the assets of its Plastics Segment to Oneida
Molded Plastics, LLC, on Mar. 1, 2006, for $11,573,000 cash and
assumption of accounts payable and other current liabilities of
the Plastics Segment.

The purchase price is subject to a post-closing adjustment
based on a closing balance sheet for the segment that is to be
prepared within 60 days of the closing date.  Reunion Industries
deposited $300,000 of the purchase price in a one-year escrow, as
security for any claims of Oneida that may arise after the closing
under the governing Asset Purchase Agreement.

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. -- http://www.reunionindustries.com/-- owns and operates
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.

At Sept. 30, 2005, the Company's equity deficit narrowed to
$24.32 million from a $25.58 million deficit at Dec. 31, 2004.

                         *     *     *

                      Going Concern Doubt

As previously reported in the Troubled Company Reporter on
Apr. 29, 2005, Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about Reunion Industries, Inc.'s ability to
continue as a going concern after it audited the Company's Form
10-K for the fiscal year ended Dec. 31, 2004.  The auditors cited
four factors that triggered the going concern opinion:

    -- the Company's $13.3 million working capital deficit,

    -- a loss from continuing operations of $3.5 million before
       gain on debt extinguishment,

    -- cash used in operating activities of $3.3 million, and

    -- a deficiency in assets of $25.6 million.


REUNION INDUSTRIES: Board Elects Kimball Bradley as Chairman & CEO
------------------------------------------------------------------
Charles E. Bradley, Sr., resigned as Chairman of the Board and
Chief Executive Officer of Reunion Industries, Inc., effective
March 2, 2006.  He continues to serve as director of the company.

The company's Board of Directors elected Kimball J. Bradley as
Chairman of the Board and Chief Executive Officer to replace his
father effective March 2, 2006.  Kimball Bradley continues to
serve as the company's President since May 1, 2000.

Headquartered in Pittsburgh, Pennsylvania, Reunion Industries,
Inc. -- http://www.reunionindustries.com/-- owns and operates
industrial manufacturing operations that design and manufacture
engineered, high-quality products for specific customer
requirements, such as large-diameter seamless pressure vessels,
hydraulic and pneumatic cylinders, grating and precision plastic
components.

At Sept. 30, 2005, the Company's equity deficit narrowed to
$24.32 million from a $25.58 million deficit at Dec. 31, 2004.

                         *     *     *

                      Going Concern Doubt

As previously reported in the Troubled Company Reporter on
Apr. 29, 2005, Mahoney Cohen & Company, CPA, P.C., raised
substantial doubt about Reunion Industries, Inc.'s ability to
continue as a going concern after it audited the Company's Form
10-K for the fiscal year ended Dec. 31, 2004.  The auditors cited
four factors that triggered the going concern opinion:

    -- the Company's $13.3 million working capital deficit,

    -- a loss from continuing operations of $3.5 million before
       gain on debt extinguishment,

    -- cash used in operating activities of $3.3 million, and

    -- a deficiency in assets of $25.6 million.


RIVIERA HOLDINGS: S&P Affirms B Ratings After Review
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' ratings on
Riviera Holdings Corp. and removed the ratings from CreditWatch,
where they were placed with developing implications on Dec. 29,
2005.  The outlook is developing.  Total debt outstanding at
Dec. 31, 2005, was about $215 million.
     
The affirmation and CreditWatch resolution followed the company's
announcement that discussions between the special committee of
Riviera's board of directors and certain investors to acquire
Riviera Holdings have been terminated.  This investor group
recently acquired 1 million shares of common stock from Riviera's
CEO, William Westerman, and had initiated discussions to
buy the remainder of the company.  Riviera announced that the
termination of discussions related to the failure of the investors
and the special committee to agree on an acquisition price.
     
"There continue to be questions about Riviera's long-term
operating strategy, given its pursuit of strategic alternatives in
2005 and the more recent discussions to sell the company," said
Standard & Poor's credit analyst Peggy P. Hwan.  "As a result, the
outlook is developing."
     
The ratings on Las Vegas-headquartered Riviera reflect the
company's high debt leverage and its small portfolio of two
casinos, the larger one an older property located north of the
main portion of the Las Vegas Strip.  Riviera owns and operates:

   * the Riviera Hotel and Casino in Las Vegas (The Riviera
     Las Vegas); and

   * the Riviera Casino in Black Hawk, Colorado (The Riviera
     Black Hawk).

Despite its disadvantaged location relative to other properties
along the Strip, the Riviera Las Vegas benefits from its proximity
to the Las Vegas Convention Center.  Moreover, over time, Riviera
may benefit as development continues north of the intersection of
Spring Mountain Road.
     
The Riviera Las Vegas was built in 1955 and must compete with
newer mega-resorts, such as:

   * Wynn,
   * the Venetian,
   * Bellagio,
   * New York New York, and
   * Mandalay Bay,

all built in the past decade.

The property has benefited from positive trends and momentum
affecting properties along the Las Vegas Strip.
     
The Riviera Black Hawk benefits from being the first casino passed
on the main access route from Denver, and it is located across the
street from the market-leading casino, Isle of Capri Black Hawk.
The completion of Isle's expansion project, which significantly
increased the number of parking spaces -- a competitive advantage
in Black Hawk -- is expected to benefit the Riviera somewhat
because of its close proximity to Isle of Capri; however, the
purchase of nearby Mountain High Casino by Ameristar Casinos Inc.
is expected to increase competitive pressures in the market and
potentially offset this benefit in the longer term.


SACO I TRUST: Moody's Puts Ba1 Rating on Class B-4 Certificates
---------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by SACO I Trust 2006-3, Mortgage-Backed
Certificates, Series 2006-3, and ratings ranging from Aa1 to Ba1
to the mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate, closed-end second,
Alt-A and subprime mortgage loans acquired by EMC Mortgage
Corporation.  The collateral was originated by American Home
Mortgage Investment Corp., and various other originators, none of
which originated more than 10% of the mortgage loans.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, and excess
spread.  Moody's expects collateral losses to range from 7.70% to
8.20%.

EMC Mortgage Corporation will act as master servicer.

The complete rating actions are:

                       SACO I Trust 2006-3
            Mortgage-Backed Certificates, Series 2006-3

                   * Class A-1, Assigned Aaa
                   * Class A-2, Assigned Aaa
                   * Class A-3, Assigned Aaa
                   * Class M-1, Assigned Aa1
                   * Class M-2, Assigned Aa2
                   * Class M-3, Assigned Aa3
                   * Class M-4, Assigned A1
                   * Class M-5, Assigned A2
                   * Class M-6, Assigned A3
                   * Class B-1, Assigned Baa1
                   * Class B-2, Assigned Baa2
                   * Class B-3, Assigned Baa3
                   * Class B-4, Assigned Ba1


SAGITTARIUS RESTAURANTS: Moody's Rates $60MM Loan Facility at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Sagittarius Restaurants LLC along with B1 ratings for the proposed
senior secured credit facilities.  Proceeds from the newly rated
debt together with senior subordinated notes not rated by Moody's
and new and rolled cash equity will fund the acquisition of Del
Taco, Inc., by three private equity sponsors; Charlesbank Capital
Partners LLC, Grotech Capital Group, Inc., and Leonard Green &
Partners, L.P.  The sponsors will then form Sagittarius Brands,
Inc., the ultimate parent company, which will own both Del Taco
and Captain D's, LLC, an existing subsidiary acquired by
Charlesbank and Grotech in December of 2004.  These assigned
ratings are subject to review of final documentation. The ratings
outlook is stable.

Ratings assigned with a stable outlook:

     * B2 corporate family rating;

     * B1 for the $60 million senior secured revolving credit
       facility maturing in 2012; and

     * B1 for the $270 million senior secured term loan B
       maturing in 2013.

The B2 corporate family rating reflects Sagittarius' projected
highly levered capital structure, modest free cash flow available
for debt reduction after growth capital expenditures, the highly
competitive environment Del Taco and Captain D's face in their
respective segments of the quick service restaurant industry and
the challenges in integrating and managing two brands experiencing
different growth trajectories.  The rating also incorporates the
advantages of the diversified company resulting from the
combination of these two chains, both concepts' leading market
positions in the United States, sizable scale and scope benefits
stemming from a large unit base and the favorable segment/industry
trends taking place.

The revolving credit facility and term loan B are secured by a
perfected first priority security interest in substantially all
tangible and intangible assets of Sagittarius and its direct and
indirect, existing and future, domestic subsidiaries.  In
addition, Sagittarius Brands, Inc. will provide a downstream
guarantee with all direct and indirect domestic subsidiaries
providing upstream guarantees.  Moody's recognizes the senior
position of this debt class in relation to other debt within
Sagittarius's proposed capital structure.  Accordingly, with $260
million of subordinated debt and roughly $220 million of preferred
stock and equity providing a relatively large cushion for
absorption of loss in the event of default, the bank facility
should come out whole.

In addition, under a distressed scenario, the enterprise value of
the Del Taco and Captain D's brand names should generate an EBITDA
sales multiple sufficient to cover total bank commitments, even
with the revolver fully utilized.  Therefore, notching above the
B2 corporate family rating is warranted in this particular debt
structure.  Term loan B will amortize at 1% per year with
quarterly balloon payments due in 2013.

Moody's expects the secured credit facilities to include at least
two financial covenants -- a minimum adjusted interest coverage
ratio and a maximum total adjusted leverage ratio -- with levels
yet to be determined, and that the final covenant levels will
provide sufficient cushion for Sagittarius to remain in compliance
at least through the intermediate term to ensure uninterrupted
access to the revolving credit facility. Additionally, the $60
million revolver will include a letter of credit sub-facility,
also yet to be determined, which will reduce the revolver's
borrowing availability.

The combination of Del Taco and Captain D's creates a diversified
company characterized by two distinct food groups, a broad
geographic footprint, only slightly overlapping demographic
profiles and a balanced mix between company-operated and
franchised units.  Both companies are benefiting from continued
growth in home meal replacement as well as stable disposable
income levels within their targeted customer groups.

Del Taco, with its west-coast focus, is a Mexican-themed QSR that
also offers some of the more traditional American fast-food menu
items.  It has achieved 15 consecutive years of positive same
store sales growth due in large part to consumers' increasing
demand for ethnic, more flavorful foods in conjunction with
Mexican cuisine representing the fastest growing category in the
QSR segment.

Captain D's, dominant in the southeastern part of the United
States, is the second largest seafood QSR in the United States. It
is well-positioned to capitalize on the steadily rising per capita
consumption of seafood as well as the fact that the majority of
seafood consumption takes place outside of the home. Moody's
notes, however, that both brands face significant direct
competition from Taco Bell and Long John Silver's, both No. 1 in
their respective QSR segments and both owned by well-capitalized
YUM! Brands.

On a consolidated basis, Sagittarius has approximately 1,055 units
with just over 55% company-operated.  The company's near-term
expansion strategy of back-filling company-operated and franchised
stores in core markets such as California and Georgia and largely
utilizing franchisees in new markets appears to be a practical,
lower-risk approach.  Longer-term growth is expected to be
primarily driven by acceleration of franchising arrangements in
non-core markets.  Moody's acknowledges that new unit expansion
and remodels of existing company-operated stores is necessary for
enhancing long-term growth prospects, however, the rating agency
expects expansion capital expenditures to be managed effectively
and prudently to allow the company to de-lever at a reasonable
pace over the next few years.

The stable outlook anticipates the continuation of solid same
store sales growth at Del Taco, steadily improving results at
Captain D's and escalating operating earnings and free cash flow
generation on a consolidated basis which should reduce leverage
and improve financial flexibility over time.  Moody's notes that
Sagittarius' proposed capital structure includes preferred stock
which the rating agency views to have some debt-like
characteristics.  Using Moody's standard adjustments, debt-to-
EBITDA is expected to approximate 6.4x, EBITDA-to-interest expense
2.3x and free cash flow-to-debt just below 4%.  Moody's expects
free cash flow generation to steadily build over the next few
years despite modest company-operated unit expansion, benefiting
from favorable consumer and industry trends, accelerated
franchisee expansion and steadily improving performance at Captain
D's.

Better than expected cash generation and accelerated debt
reduction such that debt-to-EBITDA falls below 5.5x, EBITDA-to-
interest approaches 3x and free cash flow-to-debt exceeds 8% could
result in positive rating pressure.  Conversely, if debt-to-EBITDA
were to increase to 6.5x or higher and free cash flow-to-debt fell
below 3% on a sustained basis due in part, to either overly
aggressive unit expansion or a decline in operating earnings, a
negative change in the outlook or rating could be triggered.

Sagittarius Restaurants LLC, headquartered in Nashville,
Tennessee, operates and franchises Mexican and seafood QSRs under
two leading brand names, Del Taco and Captain D's.  The company
currently has 1,055 units in 30 states.


SECURITIZED ASSET: Moody's Rates Class B-4 Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by, Securitized Asset Backed Receivables LLC
Trust 2006-WM1 Mortgage Pass-Through Certificates, Series 2006-WM1
and ratings ranging from Aa2 to Ba1 to the subordinate
certificates in the deal. The securitization is backed by WMC
Mortgage Corp originated adjustable-rate and fixed-rate subprime
mortgage loans.  

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread, and an interest rate swap
agreement.  Moody's expects collateral losses to range from 4.55%
to 5.05%.

Wells Fargo Bank, National Association, will service the loans.

The complete rating actions are:

                  Securitized Asset Backed
               Receivables LLC Trust 2006-WM1

                 * Class A-1A, Assigned Aaa
                 * Class A-1B, Assigned Aaa
                 * Class A-2A, Assigned Aaa
                 * Class A-2B, Assigned Aaa
                 * Class A-2C, Assigned Aaa
                 * Class M-1, Assigned Aa2
                 * Class M-2, Assigned A2
                 * Class M-3, Assigned A3
                 * Class B-1, Assigned Baa1
                 * Class B-2, Assigned Baa2
                 * Class B-3, Assigned Baa3
                 * Class B-4, Assigned Ba1


SHURGARD STORAGE: Merger Cues Fitch to Place BB+ Rating on Watch
----------------------------------------------------------------
Fitch Ratings affirmed the existing ratings on Public Storage,
Inc., and placed Shurgard Storage Centers, Inc., on Rating Watch
Positive following the joint announcement from the companies that
Public Storage has entered into a definitive agreement to acquire
Shurgard.

Fitch affirmed these ratings for Public Storage with a Stable
Outlook:

   -- Senior unsecured debt 'A-'
   -- Preferred stock 'BBB+'

These ratings for Shurgard were placed on Rating Watch Positive:

   -- Senior unsecured debt 'BBB-'
   -- Preferred stock 'BB+'

Previously, Shurgard had a Negative Rating Outlook.

The affirmation of Public Storage's ratings is supported by the
increased size and geographic footprint of the combined portfolio
as well as the expected strong financial flexibility and liquidity
of the combined entity.  Fitch believes that the leverage
(including preferred stock) of the company post-transaction may
decline modestly on a book basis, although existing holders of
Public Storage preferred stock will likely be subordinated to the
debt that the company is assuming from the transaction,
particularly with respect to existing Shurgard assets.

However, Fitch believes that, even with the potential
subordination, leverage will remain within the expected range of
the existing ratings.

Fitch does expect some modest deterioration in Public Storage's
interest and fixed charge coverage ratios after the transaction
closes due to:

   * the assumption of debt;

   * transaction and integration costs; and

   * significantly lower occupancy in Shurgard's European
     operations.

However, this deterioration may be partially offset by potential
savings in general and administrative expenses from the
elimination of redundant personnel and marketing expenses.  Fitch
anticipates that these coverage ratios would remain within a range
that is appropriate for the current ratings.

The Positive Rating Watch on Shurgard acknowledges that the
company's outstanding debt is expected to be assumed by Public
Storage, which has consistently maintained stronger credit metrics
than Shurgard.  However, limited information regarding the final
legal organization structure of the combined company limits
Fitch's skill in determining the potential magnitude of movement
in Shurgard's ratings at this time.  Fitch will take this
information into account when it reviews the ratings during the
next several months.

Previously, Shurgard's Negative Outlook was based principally on
the potential for continued deterioration in the company's
coverage ratios associated predominantly with weakness in the
company's European Operations.

Public Storage, an S&P 500 company, is a fully integrated, self-
administered and self-managed equity real estate investment trust
headquartered in Glendale, California, that primarily acquires,
develops, owns, and operates self-storage facilities.  

As of Dec. 31, 2005, Public Storage had interests in 1,501 storage
facilities with approximately 92 million rentable square feet in
37 states.  As of year-end 2005, the company had approximately
$6.7 billion of undepreciated book capital.

Shurgard Storage Centers, Inc. is an equity real estate investment
trust headquartered in Seattle, Washington, that specializes in
all aspects of the self-storage industry, operating a network of
644 operating storage centers located through the U.S. and Europe.
As of Sept. 30, 2005, the company had approximately $3.3 billion
of undepreciated book capital.


SND ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SND Electronics, Inc.
        77 South Water Street
        Greenwich, Connecticut 06830
        Tel: (203) 532-1212
        Fax: (203) 532-1382

Bankruptcy Case No.: 06-50078

Type of Business: The Debtor distributes electronic equipment
                  for computer and communications products.
                  See http://www.snd.com/

Chapter 11 Petition Date: March 9, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Douglas S. Skalka, Esq.
                  Neubert, Pepe, and Monteith, P.C.
                  195 Church Street, 13th Floor
                  New Haven, Connecticut 06510
                  Tel: (203) 821-2000
                  Fax: (203) 821-2009

Debtor's financial condition as of February 24, 2006:

      Total Assets: $10,323,554

      Total Debts:  $12,703,812

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Intel Corp.                           $7,467,910
1900 Prairie City Road
Folsom, CA 95630

Western Digital Corporation           $1,504,882
20511 Lake Forest Drive
Lake Forest, CA 92630

Neil Hopkins                          $1,071,000
623 Steamboat Road
Greenwich, CT 06830

Christopher Denisco                     $801,000
325 Greenwood Drive
Key Biscayne, FL 33149

Euler Hermes ACI                        $361,325
800 Red Brook Boulevard
Owings Mills, MD 21117

John F. Hopkins                         $348,426
16 Hope Farm Road
Greenwich, CT 06830

CAL Chip                                $233,248

Private Label PC                        $190,050

Asrock America, Inc.                    $176,391

Mainstream Global                       $111,537

AMB Properties, L.P.                     $73,479

IOMega Corp.                             $54,879

ANS Int'l. Ltd.                          $38,141

Asesoria Integral En Sistemas            $35,694

Ernst & Young                            $20,000

Palm, Inc.                                $4,692

Premier Hitech                            $3,161

Bell South                                $1,767

Search Electronics                        $1,293

Waste Management of Dade County           $1,206


SOLUTIA INC: Tinkers with Notes Explaining Financial Projections
----------------------------------------------------------------
Solutia Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York an amended
exhibit to their Joint Plan of Reorganization, and its
accompanying Disclosure Statement, to reflect some changes to the
Notes to their Financial Projections.

Specifically, Jeffry N. Quinn, president and chief executive
officer of Solutia, Inc., relates that the cost of goods sold in
2005 includes items relating to Hurricane Dennis, Katrina and
Rita.  Although Solutia's business was not significantly damaged,
the Alvin, Texas facility was forced to completely shut down
ahead of Hurricane Rita.

In addition, Solutia suffered loss in sales volumes in September
2005 for certain products within its Nylon segment as a result of
raw material and supply limitations.

Solutia's purchase of PVB sheet from Quimica joint venture is
projected to reduce costs of goods sold by $7,000,000 in 2006
compared to 2005 results.

According to Mr. Quinn, the significant cash usage in 2006 is
primarily related to the funding of the domestic pension plan,
for which Solutia projects a $300,000,000 contribution in 2006,
including $174,000,000 of mandatory contributions.

In connection with the establishment of the post-retirement
liabilities upon emergence, Solutia will reduce the Other Post-
Employment Benefit liability by $150,000,000 due to the
implementation of the agreement reached with the Retirees'
Committee.

Full-text copies of Solutia's Amended Financial Projections are
available for free at http://ResearchArchives.com/t/s?649

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Board of Directors Names Jeffry N. Quinn as Chairman
-----------------------------------------------------------------
Solutia Inc.'s (OTC Bulletin Board: SOLUQ) board of directors has
named Jeffry N. Quinn as its chairman.  Mr. Quinn also continues
to serve as president and chief executive officer of Solutia.

The Company also announced that Paul H. Hatfield, previous
chairman, will serve as lead director.  Mr. Hatfield, commenting
on the changes, stated, "This appointment is a well-earned
recognition of Jeff Quinn's outstanding leadership and management
over the nearly two years he has served as president and CEO of
Solutia."

Mr. Quinn joined Solutia in January 2003 and served as general
counsel, chief restructuring officer and corporate secretary
before becoming president and chief executive officer in May 2004.  
Prior to joining Solutia, Mr. Quinn held executive positions at
Premcor Inc., and Arch Coal, Inc.

Mr. Quinn commented, "Over the last two years it has been a
privilege to work with our board of directors to reorganize and
revitalize our company.  I look forward to continuing those
efforts in this additional role."

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SUNNY DELIGHT: Liquidity Pressure Prompts Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Sunny Delight
Beverages Company to reflect the revised view of the company's
financial profile and liquidity position given the material
negative variance from expectations in 2005.  The shortfall is a
result of higher-than-expected packaging and freight costs in
North America, which accounts for approximately 78% of
consolidated annual revenue, and the ongoing business challenges
in Europe.  Moody's estimates that 2005 debt-to-adjusted EBITDA
could exceed 5.5 times versus an original expectation of
approximately 2.5 times after the sale of Punica Getranke GmbH in
June 2005.

The downgrades reflect Moody's concerns about the depth and speed
of impairment to Sunny Delight's core business, the intense near-
term liquidity pressure, the absence of visibility into projected
earnings and cash flow, and the need for a long term
capitalization improvement plan.  While acknowledging that there
could be a near term fix to the company's current liquidity
pressure, the maintenance of a negative ratings outlook reflects
concern about the recurring weakness of Sunny Delight's credit
profile.

Moody's took these ratings actions:

         Issuer: Sunny Delight Beverages Company
   
         * Corporate Family Rating, Downgraded to Caa1 from B2
         * Senior Secured Bank Credit Facility, Downgraded to
           Caa1 from B2

The ratings outlook is negative.

The company ended 2005 with approximately $10 million of cash on
its balance sheet and no availability under its fully-drawn $30
million secured revolving credit facility.  In Moody's opinion,
cash flow will likely remain negative in the first half of 2006
due to maturing debt obligations and the payment of slotting fees.  
Moody's expects that covenant compliance is tenuous at best, given
the significant deterioration in profitability in the fourth
quarter of 2005.  The ratings incorporate an expectation that the
company's near-term liquidity could improve through covenant
waivers, if needed, or additional contributions from either the
bank group or Sunny Delight's equity sponsor, J.W. Childs
Associates, L.P.

The ratings outlook remains negative, reflecting concerns
surrounding the need for immediate liquidity improvement and for
the timely execution of a sustained long-term rebound in its
operations, especially in Europe.  The ratings could be downgraded
further if the company is unable to obtain liquidity improvements
in the near term, or if there is a continued degradation in
earnings and cash flow resulting in a failure to meet its revised
2006 plan.

Near-term stabilization of the outlook is unlikely given that the
company remains at an inflection point while it struggles to
permanently address operating challenges in all of its
geographies.  Sunny Delight's ability to meet its revised
financial plan over the next several quarters is an important
driver of the ratings outlook and the fundamental ratings.

Moody's considered Sunny Delight's Caa1 corporate family rating in
the context of the key rating drivers for Moody's Global Soft
Beverage industry, including:

   1) Scale and Diversification: Sunny Delight is limited in
      terms of size and scope, with estimated annual revenue of
      about $450 million, a limited number of brand names,
      markets and channels.  The company's customer base is also
      significantly concentrated.

   2) Franchise Strength: The company faces tough competition in
      North America where it is building on the recent organic
      volume gains and its improved market position.  Its
      European operations continue to face significant
      challenges.  Until recently, product innovation has been
      modest.

   3) Profitability/Pricing Flexibility: The company has limited
      pricing power, but is currently in the process of
      implementing price increases that, if successful, should
      help offset higher commodity costs in 2006.

   4) Leverage and Coverage: Contrary to recent expectations, the
      company's credit metrics have substantially eroded as a
      result of higher operating costs, especially in the fourth
      quarter after hurricanes Katrina and Rita caused a
      significant increase in transportation, energy and resin
      prices, and the ongoing business challenges in Sunny
      Delight's European operations.  As a result, Moody's
      estimates that 2005 debt-to-adjusted EBITDA could exceed
      5.5 times versus an original expectation of 2.5x after the
      sale of Punica Getranke GmbH in June 2005, while the
      company's earnings may now be insufficient to cover
      interest expense, and free cash flow-to-debt will likely be
      negative.

The downgrade of the senior secured credit facility to Caa1 from
B2 reflects the decline in enterprise value and overall collateral
coverage, such that moderate losses could be incurred for the
holders of approximately $135 million term loan and revolver
outstanding at this time.  There is no other debt or tangible
equity in Sunny Delight's capital structure to absorb first loss
in the event of default.

Sunny Delight Beverages Company is the US operating company of
Beverages Holdings, L.L.C. Together with its western European
operations, the company is a global manufacturer and distributor
of juice drinks under the "Sunny D" brand name.  Product is sold
in the US, Canada, the United Kingdom, Ireland, France, Spain, and
Portugal.


TERWIN MORTGAGE: Moody's Rates Three Certificate Classes at Low-B
-----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Terwin Mortgage Trust 2006-2HGS, and
ratings ranging from Aa2 to Ba3 to the subordinate certificates in
the deal.

The securitization is backed by two groups of mortgage loans.
Group 1 consists of fixed-rate, closed-end second mortgage loans
acquired by Terwin Securitization LLC and originated by various
mortgage lenders.  Group 2 consists of adjustable-rate, home
equity line-of-credit mortgage loans acquired by Terwin
Securitization LLC, also originated by various mortgage lenders.
The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
and overcollateralization.  The ratings on the A-1 and A-2
certificates also reflect the benefit of a financial guaranty
policy provided by Financial Guaranty Insurance Company, rated
Aaa.  Moody's expects collateral losses on the aggregate
collateral to range from 4.25% to 4.75%.

Specialized Loan Servicing LLC and GreenPoint Mortgage Funding Inc
will service the loans, and GMAC Mortgage Corporation will act as
master servicer.  Moody's has assigned Specialized Loan Servicing
LLC its servicer quality rating (SQ3-) as a primary servicer of
closed-end second-lien and HELOC loans.

The complete rating actions are:

               Terwin Mortgage Trust, Asset-Backed
                  Securities, Series 2006-2HGS

                   * Class A-1, Assigned Aaa
                   * Class A-2, Assigned Aaa
                   * Class M-1, Assigned Aa2
                   * Class M-2, Assigned Aa3
                   * Class M-3, Assigned A2
                   * Class B-1, Assigned A3
                   * Class B-2, Assigned Baa1
                   * Class B-3, Assigned Baa2
                   * Class B-4, Assigned Baa3
                   * Class B-5, Assigned Ba1
                   * Class B-6, Assigned Ba2
                   * Class B-7, Assigned Ba3
                   * Class G, Assigned (P)Aaa


THAXTON GROUP: Wants Until June 30 to Make Lease-Related Decisions
------------------------------------------------------------------
Thaxton Group and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend, until June 30, 2006,
the period within which they can assume, assume and assign, or
reject unexpired nonresidential real property leases.

The Debtors remind the Court that they although they have already
filed their First Amended Restated Joint Consolidated Plan of
Reorganization, they have deferred seeking approval of their
Disclosure Statement and soliciting votes for confirmation of the
plan.  The Debtors are waiting for the Court's decision regarding
the substantive consolidation of their estates.

The Debtors disclose that they are currently party to 202
unexpired leases and until the Court makes a decision on the
consolidation of their estates, they are unable to make informed
decisions about what to do with the unexpired leases in the
context of their plan.

The Debtors argue that if the extension isn't granted, then they
would be compelled to either:

    a. assume large, long-term liabilities which would create
       substantial administrative expense claims, or

    b. forfeit leases which would otherwise have given additional
       value to the estates.

The Debtors assure the Court that none of the lessors will suffer
unfair prejudice since they are continuing to make postpetition
payments on the leases pursuant to Section 365(d)(3) of the
Bankruptcy Code.

A List of the Debtors' Unexpired Nonresidential Property Leases is
available for free at http://ResearchArchives.com/t/s?66c

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


THAXTON GROUP: Wants Until June 30 to Remove State Court Actions
----------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
June 30, 2006, the period within which they can file notices of
removal with respect to prepetition actions pursuant to Bankruptcy
Rule 9027.

The Debtors tell the Court they haven't had the opportunity to
determine whether to remove any prepetition actions because their
key management personal have been focused on the operational
restructuring and business plan of Southern Management, their
consumer lending business.

The Debtors say that they have also devoted substantial resources
to marketing and selling their underperforming business units.  
The Debtors remind the Court that during the course of their
bankruptcy proceedings, they have managed to consummate the sale
of substantially all of their TICO consumer loan portfolios.  The
Debtors relate that they have also sold their insurance agency
business and commercial lending division.

The Debtors contend that extension of the removal period will
enable them to make informed decisions about whether or not to
remove prepetition actions pending in state courts to the District
of Delaware for continued litigation.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq., Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, represent the Debtors in their restructuring
efforts.  Alan Kolod, Esq., at Moses & Singer LLP, represents the
Offical Committee of Unsecured Creditors.  As of Dec. 31, 2005,
the Debtors reported assets totaling $98,889,297 and debts
totaling $175,693,613.


U.S. CAN: Sets Purchase Price for 10-7/8% Senior Secured Notes
--------------------------------------------------------------
United States Can Company disclosed the tender offer consideration
and the total consideration to be paid for its outstanding
10-7/8% Senior Secured Notes due 2010 that are validly tendered
and accepted for purchase in the tender offer described in the
Offer to Purchase and Consent Solicitation Statement dated
Feb. 16, 2006.

The total consideration to be paid for validly tendered (and not
validly withdrawn) Secured Notes was determined using the yield of
the 3.625% U.S. Treasury Notes due June 30, 2007, plus a fixed
spread of 50 basis points.  The yield on the Reference Security,
as calculated by Lehman Brothers Inc., at 2:00 p.m., New York City
time, on Wednesday, March 8, 2006, was 4.814%.

Accordingly, the tender offer yield and total consideration,
excluding accrued and unpaid interest, per $1,000 principal amount
of Secured Notes are 5.314% and $1,119.60.  The tender offer
consideration, which is payable to holders of Secured Notes in
respect of Secured Notes tendered after 5:00 p.m., New York City
time, on March 2, 2006, the consent payment deadline, is equal to
the total consideration, less the consent payment of $30.00, or
$1,089.60 per $1,000 principal amount of Secured Notes.

March 27, 2006, was assumed as the Early Settlement Date for
purposes of calculating the total consideration.  Payment of the
total consideration or tender offer consideration, as applicable,
for validly tendered (and not validly withdrawn) Secured Notes
plus accrued but unpaid interest thereon to, but not including the
date of payment, is expected to be on the Early Settlement Date or
Final Settlement Date, as applicable.

The Company also reported that the tender offers for any and all
of its outstanding Secured Notes and its outstanding 12-3/8%
Senior Subordinated Notes due 2010, which were scheduled to expire
at 11:59 p.m., New York City time, on March 22, 2006, have been
extended.  The tender offers will now expire at 5:00 p.m., New
York City time, on March 27, 2006, unless further extended.  The
extension will allow the financing needed to complete the tender
offers.  The tender offers are subject to the terms and conditions
set forth in the Statement.

As of March 8, 2006, the Company had received tenders with respect
to approximately $119.64 million aggregate principal amount of
the Secured Notes (approximately 95.71% of the total outstanding
principal amount of the Secured Notes) and approximately
$161.92 million aggregate principal amount of the Subordinated
Notes (approximately 94.30% of the total outstanding principal
amount of the Subordinated Notes).

Lehman Brothers Inc. is acting as the sole Dealer Manager for the
tender offers and Solicitation Agent for the consent
solicitations.  The Information Agent is D.F. King & Co., Inc.

Requests for documentation should be directed to:

     D.F. King & Co., Inc.
     Telephone (800) 290-6431 or (212) 269-5550

Questions regarding the tender offer should be directed to:

     Lehman Brothers Inc.
     Telephone (800) 438-3242 or (212) 528-7581

Headquartered in Lombard, Illinois, U.S. Can Corporation --
http://www.uscanco.com/-- manufactures steel containers for
personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

At Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000
equity deficit, compared to a $398,429,000 deficit at Dec. 31,
2004.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 6, 2006,
Moody's Investors Service placed ratings of United States Can
Company, the operating subsidiary of U.S. Can Corporation under
review, following announcement that U.S. Can will sell its U.S.
and Argentinean operations to Ball Corporation.  

These ratings are under review:

   * $65 million senior secured first lien revolving credit
     facility, rated B3

   * $250 million senior secured first lien term loan B, rated B3

   * $125 million second lien 10.875% notes due July 10, 2010,
     rated Caa2

   * $172 million 12.375% senior subordinated notes due Oct. 1,
     2010, rated Caa3

   * Corporate Family Rating, B3

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on U.S. Can Corp. and its wholly
owned subsidiary, United States Can Co., on CreditWatch with
developing implications.  This follows the announcement that
U.S. Can has entered into a definitive agreement to sell its
U.S. and Argentinean operations to Ball Corp. (BB+/Stable/--) for
1.1 million shares of Ball common stock and the repayment of
approximately $550 million of U.S. Can's debt.


UNITED COMPONENTS: ASC Deal Cues Moody's to Review Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of United
Components, Inc. under review for possible downgrade.  The review
is prompted by UCI's announcement that it has entered into a
definitive agreement to acquire the capital stock of water pump
manufacturer ASC Industries, Inc.  The transaction values ASC at
$154.7 million, including assumption of certain debt, and also
calls for UCI to pay ASC stockholders an additional $4 million in
purchase price following the acquisition based upon the
achievement of certain operational objectives.  ASC Industries is
a leading manufacturer of automotive water pumps and industrial
components.  ASC specializes in the global sourcing, supply chain
management, assembly, and distribution of those products.

The ratings under review for possible downgrade are:

   * B3 Rating for UCI's $230 million of guaranteed senior
     subordinated unsecured notes maturing 2013;

   * B1 Rating for UCI's guaranteed senior secured bank credit
     facilities, consisting of:

     -- $75 million guaranteed senior secured bank revolving
        credit facility maturing 2009;

     -- $217 million guaranteed senior secured bank term loan C
        due 2010; and

     -- B1 Corporate Family rating.

Moody's review will consider the business opportunities and
financial risks associated with UCI's acquisition of ASC, as well
as the potential fit of the newly acquired operations within UCI's
existing business.  Moody's will assess the prospects for
achieving targeted synergies of the acquisition, the degree to
which incremental debt incurred to fund the acquisition will be
supported by acquired earnings, and the degree to which the
company's financial metrics are affected by the transaction.  The
review will also consider the effects of the current business
environment in the automotive aftermarket sector on UCI's earnings
and cash flow.  Moody's will also consider the company's financing
plans for the acquisition, the impact on the company's capital
structure, and the company's liquidity profile following the
transaction.

United Components, Inc., is a leading designer, manufacturer and
distributor of a broad range of filtration products, fuel and
cooling systems products, engine management systems, driveline
components and lighting systems, for the automotive, trucking,
marine, mining, construction, agricultural and industrial markets.  
UCI operates through an established network of manufacturing
facilities, distribution centers and offices located throughout
the United States, Europe, Canada, Mexico and China with a global
work force of more than 6,600 employees.  UCI offers one of the
industry's most comprehensive lines of products consisting of
approximately 60,000 part numbers and has leading market positions
in its primary business lines.


US AIRWAYS: Registers 7% Sr. Convertible Notes & Shares for Resale
------------------------------------------------------------------
US Airways Group, Inc., issued $143,750,000 principal amount at
maturity of 7% Senior Convertible Notes due 2020 in a private
placement, which closed on September 30, 2005.

US Airways has prepared and delivered a Prospectus to the
Securities and Exchange Commission to register the notes and the
common stock issuable upon conversion of the notes, and allow the
securityholders to resell the debt and equity securities in open
market transactions.

                                        Principal
                                        Amount at
                                        Maturity of   Number of
                                        Notes         Shares
                                        Beneficially  that may be
                                        Owned and     Sold in the
    Securityholders                     Offered       Offering
    ---------------                     ------------  -----------
    Acuity Master Fund, Ltd.              $5,000,000      207,254

    A.G. Offshore Convertibles, Ltd.       6,000,000      248,704

    Amaranth LLC                          30,000,000    1,243,524

    BNP Paribas Equity Strategies, SNC     1,708,000       70,797

    CBARB, a segregated account of
    GEODE Capital Master Fund Ltd.         3,000,000      124,352

    Citigroup Alternative Investments
    Diversified Arbitrage Strategies
    Fund Ltd.                              1,357,000       56,248

    Citigroup Alternative Investments QIP
    Multi-Strategy Arbitrage Portfolio     2,206,000       91,440

    CooperNeff Convertible Strategies
    (Cayman) Master Fund LP                  145,000        6,010

    The Drake Offshore Master Fund LTD.    7,500,000      310,881

    Duma Master Fund, L.P.                 3,000,000      124,352

    Ellington Overseas Partners, LTD.      2,500,000      103,627

    Fidelity Financial Trust:
    Fidelity Convertible Securities Fund   7,350,000      304,663

    Fidelity Financial Trust:
       Fidelity Strategic Dividend
       & Income Fund                         650,000       26,943

    Fidelity Devonshire Trust:
       Fidelity Equity-Income Fund         7,530,000      312,124

    Fidelity Puritan Trust:
       Fidelity Puritan Fund               4,360,000      180,725

    Highbridge International LLC           5,000,000      207,254

    JMG Triton Offshore Fund, Ltd.         3,500,000      145,077

    Lyxor/ Convertible Arbitrage
    Fund Limited                             144,000        5,968

    Polygon Global Opportunities
    Master Fund                            4,000,000      165,803

    Saranac Erisa Arbitrage LTD              711,000       29,471

    Saranac Erisa Arbitrage LP               312,000       12,932

    Saranac Arbitrage LTD                    414,000       17,160

    Singlehedge US Convertible
    Arbitrage Fund                           183,000        7,585

    Sturgeon Limited                         362,000       15,005

    UBS O'Connor LLC F/B/O O'Connor
    Global Convertible Arbitrage II
    Master Ltd.                              801,000       33,202

    UBS O'Connor LLC F/B/O O'Connor
    Global Convertible Arbitrage
    Master LTD                             4,199,000      174,052

    Variable Insurance Products Fund:
       Equity-Income Portfolio             3,110,000      128,912
       Vicis Capital Master Fund           1,000,000       41,450

The notes were offered at an issue price of $1,000 per note.  The
notes will bear interest at the rate of 7% per year payable in
cash semiannually in arrears on March 30 and September 30 of each
year, beginning March 30, 2006.  The notes will mature on
September 30, 2020.  The notes are US Airways' senior unsecured
obligations and rank equal in right of payment to the other
senior unsecured and unsubordinated indebtedness.  The notes are
fully and unconditionally guaranteed, jointly and severally and
on a senior unsecured basis, by the Company's two major operating
subsidiaries, US Airways, Inc., and America West Airlines, Inc.

Holders may convert any outstanding notes into shares of US
Airways Group's common stock, initially at a conversion rate of
41.4508 shares of its common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately
$24.12 per share).  If a holder elects to convert its notes in
connection with certain specified fundamental changes that occur
prior to October 5, 2015, the holder will be entitled to receive
additional shares of US Airways Group's common stock as a make
whole premium upon conversion.  In lieu of delivery of shares of
US Airways Group's common stock upon conversion of all or any
portion of the notes, the Company may elect to pay holders
surrendering notes for conversion cash or a combination of shares
and cash.

Prior to October 5, 2010, the notes are not redeemable at US
Airways Group's option.  We may redeem all or a portion of the
notes at any time on or after October 5, 2010, at a price equal
to 100% of the principal amount of the notes plus accrued and
unpaid interest, if any, to the redemption date if the closing
price of US Airways Group's common stock has exceeded 115% of the
conversion price for at least 20 trading days in the 30
consecutive trading day period ending on the trading day before
the date on which the Company mails the optional redemption
notice.

The notes are eligible for trading in the Private Offerings,
Resales and Trading through Automated Linkages system of the
National Association of Securities Dealers, Inc.

A full-text copy of US Airways' Prospectus on the Senior
Convertible Notes to be resold is available for free at:

               http://ResearchArchives.com/t/s?64b

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Registers 43,998,779 Common Shares for Resale
---------------------------------------------------------
US Airways Group, Inc., delivered a prospectus to the Securities
and Exchange Commission on February 10, 2006, to register
43,998,779 shares of Common Stock, which are being offered for
sale from time to time by stockholders who acquired the shares in
connection with the merger of America West Holdings Corporation
and Barbell Acquisition Corp.  The selling stockholders will
receive all of the proceeds from any sales of US Airways' common
stock.

                                          # Shares Beneficially
      Stockholder                         Owned and May Be Sold
      -----------                         ---------------------
      Wellington Management Company, LLP       11,090,900
      Eastshore Aviation, LLC                   8,333,333
      Par Investment Partners, L.P.            10,768,485
      ACE Aviation Holdings Inc.                5,000,000
      Peninsula Investment Partners, L.P.       4,000,000
      Tudor Investment Corp.                    4,806,061

Wellington Management Company, LLP, represents several selling
stockholders and is deemed to share beneficial ownership over the
shares held by its client accounts.

The selling stockholders may sell the shares of common stock at
various times and in various types of transactions, including
sales in the open market, sales in negotiated transactions, sales
by a combination of these methods or through any other means.
Shares may be sold at the market price of the common stock at the
time of a sale, at prices relating to the market price over a
period of time, or at prices negotiated with the buyers of
shares.

A full-text copy of US Airways' Prospectus for these shares is
available for free at:

               http://ResearchArchives.com/t/s?64a

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERITEC INC: Judge Kressel Converts Ch. 7 Case Back to Ch. 11
-------------------------------------------------------------
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota converted Veritec, Inc.'s chapter 7
liquidation proceeding back to a chapter 11 reorganization.

Judge Kressel also ordered the Debtor to ensure that a plan is
confirmed by May 15, 2006, or the case will be converted again to
a chapter 7 liquidation.

The Debtor tells the Court that it recently reached settlements
with Mitsubishi Corporation and other interested parties.  The
Debtor discloses that the agreement with Mitsubishi was reached
after VData, the entity controlling the Debtor's intellectual
property right, approved the terms of the settlement agreement.

The Debtor says that the settlements are contingent on the
conversion of the case back to a chapter 11 reorganization and
confirmation of a plan.  

                 Mitsubishi Settlement Agreement

The Debtor reminds the Court that Court that prior to conversion
to chapter 7, it had an agreement to with Mitsubishi to pay
$2 million of Mitsubishi's claims.  However, after converting to
chapter 7, the Debtor relates that it informed Mitsubishi that the
$2 million was problematic.

Under the settlement agreement, Mitsubishi has agreed to a
$300,000 payment in full satisfaction of its original claim of
$8,174,517.  The agreement also resolves all issues between the
Debtor and Mitsubishi, which includes the pending appeal in the
Ninth Circuit Court of Appeals and contempt proceedings.  The
agreement also provides for the Debtor to operate free of
Mitsubishi-related issues.

A full-text copy of the Debtor's Settlement Agreement with
Mitsubishi is available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060310031954

                        Other Settlements

The Debtor tells the Court that Frost Brown Todd has also agreed
to release the Debtor from paying Frost Brown's $927,411 claim.  
Quinn, Emmanuel, et al., the Debtor relates, has also agreed to a
payment of $15,000 in full settlement of its $310,845 claim.

Headquartered in Golden Valley, Minnesota, Veritec Inc. --
http://www.veritecinc.com/-- is the pioneer and patent holder of  
two dimensional (2D) matrix coding technology.  The company
developed and markets its patented VeriCode(R) and VSCode(R).  
These codes are machine writeable and readable, have high data
density capabilities, and can be used as a secure portable data
storage system.

The company filed for chapter 11 protection on Feb. 28, 2005
(Bankr. D. Minn. Case No. 05-31119).  On Mar. 2, 2005, the case
was transferred from the St. Paul Division to the Minneapolis
Division and was assigned Case No. 05-41161.  On Dec. 5, 2005, the
Debtor filed its amended chapter 11 plan of reorganization which
was denied confirmation by the Court on Dec. 19, 2005.  At the
request of the U.S. Trustee for Region 12, on Dec. 19, 2005, the
Court entered an order converting the Debtor's chapter 11
proceedings to a chapter 7 liquidation.  The Court reconverted the
case back to a chapter 11 reorganization on Mar. 8, 2006.

Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
assets totaling $1,662,752 and debts totaling $10,227,311.


VERITEC INC: Files Third Modified Reorganization Plan
-----------------------------------------------------
Veritec, Inc., submitted to the U.S. Bankruptcy Court for the
District of Minnesota its Third Modified Plan of Reorganization.

                          Plan Funding

Payments scheduled under the plan will be funded using deposits
possessed by the Debtor.  The Debtor anticipates that it has
$851,000 to fund the plan and has reached a $200,000 loan
commitment from Larry J. Johanns, John R. Johanns and Laird E.
Powers.

                       Treatment of Claims

Under the Plan, administrative claims, including chapter 7
administrative expenses, will be paid in full and in cash.

General Unsecured Claims will have their legal, equitable and
contractual rights unaltered by the Plan.  Payments to Mitsubishi
and other parties will be distributed pursuant to their
corresponding settlement agreements.

Priority Claims will be paid in full either on the effective date
or over a five-year period with interest at a rate provided for in
Section 6621(b) of the Internal Revenue Code.

Holders of equity interest retain their stake in the Company.

A full-text copy of the Debtor's Third Modified Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?665

Headquartered in Golden Valley, Minnesota, Veritec Inc. --
http://www.veritecinc.com/-- is the pioneer and patent holder of  
two dimensional (2D) matrix coding technology.  The company
developed and markets its patented VeriCode(R) and VSCode(R).  
These codes are machine writeable and readable, have high data
density capabilities, and can be used as a secure portable data
storage system.

The company filed for chapter 11 protection on Feb. 28, 2005
(Bankr. D. Minn. Case No. 05-31119).  On Mar. 2, 2005, the case
was transferred from the St. Paul Division to the Minneapolis
Division and was assigned Case No. 05-41161.  On Dec. 5, 2005, the
Debtor filed its amended chapter 11 plan of reorganization which
was denied confirmation by the Court on Dec. 19, 2005.  At the
request of the U.S. Trustee for Region 12, on Dec. 19, 2005, the
Court entered an order converting the Debtor's chapter 11
proceedings to a chapter 7 liquidation.  The Court reconverted the
case back to a chapter 11 reorganization on Mar. 8, 2006.

Matthew R. Burton, Esq., at Leonard, O'Brien, Spencer, Gale &
Sayre, Ltd., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
assets totaling $1,662,752 and debts totaling $10,227,311.


WAMU SERIES: Moody's Assigns Ba1 Rating to Class B-12 Certificates
------------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by WaMu Mortgage Pass-Through Certificates,
Series 2006-AR3, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.  The securitization is
backed by Washington Mutual Bank originated adjustable rate loans
with a negative amortization option.  

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.  Moody's expects
collateral losses to range from 0.90% to 1.00%.

Washington Mutual Bank will service the loans.

The complete rating actions are:

                   WaMu Mortgage Pass-Through
                 Certificates, Series 2006-AR3

                  * Class A-1A, Assigned Aaa
                  * Class A-1B, Assigned Aaa
                  * Class A-1C, Assigned Aaa
                  * Class X, Assigned Aaa
                  * Class R, Assigned Aaa
                  * Class B-1, Assigned Aa1
                  * Class B-2, Assigned Aa1
                  * Class B-3, Assigned Aa1
                  * Class B-4, Assigned Aa2
                  * Class B-5, Assigned Aa3
                  * Class B-6, Assigned Aa3
                  * Class B-7, Assigned A1
                  * Class B-8, Assigned A2
                  * Class B-9, Assigned A3
                  * Class B-10, Assigned Baa1
                  * Class B-11, Assigned Baa2
                  * Class B-12, Assigned Ba1


WILD OATS: S&P Revises Outlook to Positive & Affirms CCC+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on natural
foods supermarket chain Wild Oats Markets Inc. to positive from
negative.  This revision reflects the company's improved operating
results and credit metrics.  At the same time, Standard & Poor's
affirmed its 'CCC+' corporate credit and other ratings on the
Boulder, Colorado-based company.  Total debt for Wild Oats is $172
million.
     
EBITDA has grown significantly, reflecting same-store sales growth
of 3.8% and margin improvement to 6.8% from 5.4% in 2004.  Margins
benefited from better marketing and merchandising initiatives as
well as less overly aggressive promotional activity.  

According to Standard & Poor's credit analyst Stella Kapur, "The
outlook change reflects expectations that ratings could be revised
in the next six months if the company's positive operating trends
continue."


WILLIAM MACK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: William H. & Claudia B. Mack
               P.O. Box 27019
               Houston, Texas 77277

Bankruptcy Case No.: 06-30985

Type of Business: William Mack is a medical doctor.
                  Dr. and Mrs. Mack previously filed for
                  chapter 11 protection on Feb. 13, 2004
                  (Bankr. S.D. Tex. Case No. 04-32367).

Chapter 11 Petition Date: March 8, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtors' Counsel: Aaron Keiter, Esq.
                  The Keiter Law Firm, P.C.
                  4545 Mt. Vernon
                  Houston, Texas 77006
                  Tel: (713) 706-3636
                  Fax: (713) 706-3622

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


WINDOW ROCK: Court Okays Adam Michelin as Chief Executive Officer
-----------------------------------------------------------------
Window Rock Enterprises, Inc. sought and obtained authority from
the U.S. Bankruptcy Court for the Central District of California
to employ Adam Michelin of Enterprise Group, Inc., as its Chief
Executive Officer.

Mr. Michelin is expected to:

   a) manage operations, identify and implement operational
      efficiencies, orchestrate downsizing efforts, identify,
      improve, and implement financial controls, and coordinate
      and supervise all other operational and financial aspects of
      the Debtor's business;

   b) assist the Debtor in the preparation of financial reports
      and cash flow projections;

   c) assist the Debtor in the formulation of the Debtor's
      business plan;

   d) coordinate with the Debtor's counsel in the preparation of
      the Debtor's Chapter 11 plan of reorganization and
      disclosure statement, and the negotiations with the Debtor's
      creditors regarding the terms thereof;

   f) appear on behalf of the Debtor at meetings of creditors and
      court hearings;

   g) develop and implement business strategies for the Debtor's
      reorganization;

   h) provide expert testimony regarding the Debtor's financial
      affairs in connection with the Debtor's reorganization
      efforts; and

   i) take such other action and perform such other services as
      may be required of a CEO for the Debtor in connection with
      the Debtor's Chapter 11 case.

Enterprise Group discloses that pursuant to the Engagement
Agreement, Mr. Michelin's effective billing rate under the
$40,000 per month flat fee will be $250 per hour, instead of the
regular hourly billing rate of $495 per hour or $79,200 per month.

To the best of the Debtor's knowledge, Enterprise Group does not
represent any interest materially adverse to the Debtor and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural     
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


XACT AID: Losses & Lack of Funds Prompt Going Concern Doubt
-----------------------------------------------------------
Xact Aid, Inc.'s management expressed substantial doubt about the
Company's ability to continue as a going concern in a Form
10-QSB filed with the Securities and Exchange Commission on
February 21, 2005.

The Company's management points to three factors affecting the
firm's ability to continue as a going concern:

   * recurring losses from operations;
   * lack of significant net sales revenue; and
   * inability to generate additional resources to fund overhead.

The Company reported a $1,533,512 net loss from operations for the
quarter ending December 31, 2005.  At December 31, 2005, the
Company's balance sheet shows $28,871 in total assets and a
$1,498,526 stockholders deficit.  

Armando C. Ibarra, CPA, at Chula Vista, California, the Company's
auditor, also expressed going concern doubt after it audited the
Company's financials for the year ending June 30, 2005.    

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?669

Xact Aid, Inc., is a biomedical company focused on diagnostic
testing in the area of sexually transmitted diseases.


* BOND PRICING: For the week of Mar. 6 - Mar. 10, 2006
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    64
Adelphia Comm.                        7.750%  01/15/09    66
Adelphia Comm.                        7.875%  05/01/09    63
Adelphia Comm.                        8.125%  07/15/03    66
Adelphia Comm.                        8.375%  02/01/08    65
Adelphia Comm.                        9.250%  10/01/02    65
Adelphia Comm.                        9.375%  11/15/09    67
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    62
Adelphia Comm.                        9.875%  03/01/07    66
Adelphia Comm.                       10.250%  06/15/11    68
Adelphia Comm.                       10.250%  11/01/06    68
Adelphia Comm.                       10.500%  07/15/04    65
Adelphia Comm.                       10.875%  10/01/10    63
AHI-Dflt07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    28
Allegiance Tel.                      12.875%  05/15/08    13
Amer & Forgn Pwr                      5.000%  03/01/30    75
Amer Color Graph                     10.000%  06/15/10    69
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Anvil Knitwear                       10.875%  03/15/07    45
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    66
Armstrong World                       6.500%  08/15/05    64
Armstrong World                       7.450%  05/15/29    67
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    60
Asarco Inc.                           8.500%  05/01/25    62
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    12
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    68
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    54
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    71
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
Bank of New York                      5.350%  01/15/20    36
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    58
CCH II/CCH II cp                     10.250%  01/15/10    66
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    71
Charter Comm Hld                      9.625%  11/15/09    70
Charter Comm Hld                     10.000%  04/01/09    72
Charter Comm Hld                     10.000%  05/15/11    49
Charter Comm Hld                     11.125%  01/15/11    51
Charter Comm Inc                      5.875%  11/16/09    69
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                  10.000%  05/15/14    49
Ciphergen                             4.500%  09/01/08    75
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    30
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp.                         2.000%  10/15/29    41
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    25
CPNL-Dflt12/05                        7.625%  04/15/06    47
CPNL-Dflt12/05                        7.750%  04/15/09    51
CPNL-Dflt12/05                        7.750%  06/01/15    16
CPNL-Dflt12/05                        7.875%  04/01/08    47
CPNL-Dflt12/05                        8.500%  02/15/11    32
CPNL-Dflt12/05                        8.625%  08/15/10    32
CPNL-Dflt12/05                        8.750%  07/15/07    47
CPNL-Dflt12/05                       10.500%  05/15/06    47
Cray Inc.                             3.000%  12/01/24    75
Cray Research                         6.125%  02/01/11    32
Curative Health                      10.750%  05/01/11    59
Dal-Dflt09/05                         9.000%  05/15/16    22
Dana Corp                             5.850%  01/15/15    69
Dana Corp                             6.500%  03/01/09    71
Dana Corp                             6.500%  03/15/08    71
Dana Corp                             7.000%  03/01/29    70
Dana Corp                             7.000%  03/15/28    70
Dana Corp                             9.000%  08/15/11    69
Dana Corp                            10.125%  03/15/10    70
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    39
Delco Remy Intl                      11.000%  05/01/09    44
Delphi Auto System                    6.500%  05/01/29    58
Delphi Corp                           6.500%  08/15/13    57
Delphi Trust II                       6.197%  11/15/33    27
Delta Air Lines                       2.875%  02/18/24    23
Delta Air Lines                       7.541%  10/11/11    68
Delta Air Lines                       7.700%  12/15/05    21
Delta Air Lines                       7.900%  12/15/09    24
Delta Air Lines                       8.000%  06/03/23    23
Delta Air Lines                       8.270%  09/23/07    66
Delta Air Lines                       8.300%  12/15/29    23
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    68
Delta Air Lines                       9.250%  03/15/22    22
Delta Air Lines                       9.375%  09/11/07    73
Delta Air Lines                       9.750%  05/15/21    22
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/09    56
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    28
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.000%  08/15/08    23
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    65
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    24
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    23
Delta Air Lines                      10.375%  12/15/22    22
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    65
Delta Air Lines                      10.790%  03/26/14    20
Delta Mills Inc.                      9.625%  09/01/07    39
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Duane Reade Inc                       9.750%  08/01/11    73
Dura Operating                        9.000%  05/01/09    49
Dura Operating                        9.000%  05/01/09    49
DVI Inc.                              9.875%  02/01/04    15
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Fedders North AM                      9.875%  03/01/14    62
Federal-Mogul Co.                     7.375%  01/15/06    36
Federal-Mogul Co.                     7.500%  01/15/09    37
Federal-Mogul Co.                     8.160%  03/06/03    32
Federal-Mogul Co.                     8.370%  11/15/01    35
Federal-Mogul Co.                     8.800%  04/15/07    39
Finova Group                          7.500%  11/15/09    33
FMXIQ-DFLT09/05                      13.500%  08/15/05    21
Foamex L.P.-DFLT                      9.875%  06/15/07    21
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    65
Ford Motor Co                         7.125%  11/15/25    66
Ford Motor Co                         7.400%  11/01/46    65
Ford Motor Co                         7.500%  08/01/26    68
Ford Motor Co                         7.700%  05/15/97    67
Ford Motor Co                         7.750%  06/15/43    64
Ford Motor Cred                       4.600%  12/22/08    72
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  04/21/14    72
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.050%  12/22/14    72
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    73
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.200%  04/21/14    74
Ford Motor Cred                       6.250%  01/20/15    72
Ford Motor Cred                       6.250%  03/20/15    71
Ford Motor Cred                       6.250%  12/20/13    73
Ford Motor Cred                       6.300%  05/20/14    74
Ford Motor Cred                       6.350%  04/21/14    75
Ford Motor Cred                       6.500%  02/20/15    74
Ford Motor Cred                       6.500%  03/20/15    73
Ford Motor Cred                       6.600%  01/20/15    75
Ford Motor Cred                       6.600%  01/21/14    74
Ford Motor Cred                       6.600%  02/20/15    72
Ford Motor Cred                       6.600%  03/20/14    72
Ford Motor Cred                       6.600%  03/20/14    74
Ford Motor Cred                       6.600%  03/20/14    75
Ford Motor Cred                       6.600%  03/20/14    75
Ford Motor Cred                       6.600%  11/20/14    72
Ford Motor Cred                       6.600%  11/20/14    72
Ford Motor Cred                       6.600%  11/20/14    73
Ford Motor Cred                       7.250%  07/20/17    74
Ford Motor Cred                       7.500%  08/20/32    69
Gateway Inc.                          2.000%  12/31/11    70
General Motors                        7.125%  07/15/13    73
General Motors                        7.400%  09/01/25    64
General Motors                        7.700%  04/15/16    70
General Motors                        8.100%  06/15/24    67
General Motors                        8.250%  07/15/23    71
General Motors                        8.375%  07/15/33    72
General Motors                        8.800%  03/01/21    69
General Motors                        9.400%  07/15/21    71
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.250%  01/15/14    72
GMAC                                  5.350%  01/15/14    73
GMAC                                  5.700%  12/15/13    75
GMAC                                  5.750%  01/15/14    75
GMAC                                  5.850%  06/15/13    73
GMAC                                  5.900%  01/15/19    70
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  02/15/19    73
GMAC                                  5.900%  10/15/19    66
GMAC                                  5.900%  12/15/13    73
GMAC                                  6.000%  02/15/19    70
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  04/15/19    70
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.000%  11/15/13    75
GMAC                                  6.000%  12/15/13    73
GMAC                                  6.050%  08/15/19    70
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  10/15/19    71
GMAC                                  6.100%  09/15/19    71
GMAC                                  6.100%  11/15/13    75
GMAC                                  6.125%  10/15/19    73
GMAC                                  6.150%  08/15/19    72
GMAC                                  6.150%  09/15/13    75
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.150%  10/15/19    73
GMAC                                  6.150%  12/15/13    75
GMAC                                  6.200%  04/15/19    72
GMAC                                  6.200%  11/15/13    74
GMAC                                  6.250%  01/15/19    73
GMAC                                  6.250%  04/15/19    71
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    73
GMAC                                  6.250%  12/15/18    74
GMAC                                  6.300%  08/15/19    72
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  04/15/19    74
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.350%  07/15/19    75
GMAC                                  6.400%  11/15/19    72
GMAC                                  6.400%  11/15/19    74
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  01/15/20    70
GMAC                                  6.500%  02/15/20    72
GMAC                                  6.500%  05/15/19    72
GMAC                                  6.500%  06/15/18    72
GMAC                                  6.500%  11/15/18    74
GMAC                                  6.500%  12/15/18    71
GMAC                                  6.500%  12/15/18    74
GMAC                                  6.500%  12/15/19    74
GMAC                                  6.600%  05/15/18    73
GMAC                                  6.600%  06/15/19    72
GMAC                                  6.600%  06/15/19    74
GMAC                                  6.600%  08/15/16    73
GMAC                                  6.650%  02/15/13    67
GMAC                                  6.650%  06/15/18    73
GMAC                                  6.650%  10/15/18    74
GMAC                                  6.650%  10/15/18    75
GMAC                                  6.700%  06/15/18    75
GMAC                                  6.700%  06/15/19    74
GMAC                                  6.700%  08/15/16    74
GMAC                                  6.700%  12/15/19    74
GMAC                                  6.750%  03/15/18    75
GMAC                                  6.750%  03/15/20    70
GMAC                                  6.750%  06/15/19    72
GMAC                                  6.750%  10/15/18    72
GMAC                                  6.750%  11/15/18    73
GMAC                                  6.800%  10/15/18    73
GMAC                                  7.000%  02/15/18    75
GMAC                                  7.000%  05/15/17    74
GMAC                                  7.000%  06/15/22    75
GMAC                                  7.000%  07/15/17    75
GMAC                                  7.000%  11/15/23    75
GMAC                                  7.000%  11/15/24    70
GMAC                                  7.000%  11/15/24    72
GMAC                                  7.000%  11/15/24    74
GMAC                                  7.150%  03/15/25    73
GMAC                                  7.400%  12/15/17    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    74
Horizon Fin Corp                     11.750%  05/08/09     0
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    61
Insight Health                        9.875%  11/01/11    54
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    25
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    57
Isolagen Inc.                         3.500%  11/01/24    58
Jordan Industries                    10.375%  08/01/07    55
JTS Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    48
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    55
Kmart Funding                         9.440%  07/01/18    47
Lehman Bros Hldg                     11.000%  10/25/17    73
Level 3 Comm. Inc.                    6.000%  03/15/10    71
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    56
Liberty Media                         4.000%  11/15/29    60
Lifecare Holding                      9.250%  08/15/13    51
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    64
Moa Hospitality                       8.000%  10/15/07    70
Mosler Inc                           11.000%  04/15/03     0
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    57
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    69
Muzak LLC                             9.875%  03/15/09    54
Natl Steel Corp.                      8.375%  08/01/06     8
Natl Steel Corp.                      9.875%  03/01/09    10
New Orl Grt N RR                      5.000%  07/01/32    74
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    60
Northern Pacific RY                   3.000%  01/01/47    57
Northern Pacific RY                   3.000%  01/01/47    57
Northwest Airlines                    6.625%  05/15/23    35
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    36
Northwest Airlines                    7.626%  04/01/10    72
Northwest Airlines                    7.875%  03/15/08    37
Northwest Airlines                    8.070%  01/02/15    71
Northwest Airlines                    8.130%  02/01/14    59
Northwest Airlines                    8.700%  03/15/07    37
Northwest Airlines                    8.875%  06/01/06    34
Northwest Airlines                    8.970%  01/02/15    30
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    37
Northwest Airlines                   10.000%  02/01/09    37
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    71
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    65
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind.                      10.630%  10/01/08    61
Overstock.com                         3.750%  12/01/11    70
Overstock.com                         3.750%  12/01/11    72
Owens Corning                         7.500%  08/01/18    74
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.350%  03/28/11     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    26
Pliant-DFLT/06                       13.000%  06/01/10    26
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Pope & Talbot                         8.375%  06/01/13    71
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    58
Primus Telecom                        3.750%  09/15/10    39
Primus Telecom                        5.750%  02/15/07    75
Primus Telecom                        8.000%  01/15/14    67
Primus Telecom                       12.750%  10/15/09    72
Read-Rite Corp.                       6.500%  09/01/04    17
Refco Finance                         9.000%  08/01/12    56
Reliance Group Holdings               9.000%  11/15/00    19
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    65
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    53
Silicon Graphics                      6.500%  06/01/09    73
Silverleaf Res                        8.000%  04/01/10    35
Solectron Corp.                       0.500%  02/15/34    75
Solutia Inc                           7.375%  10/15/27    74
Source Media Inc.                    12.000%  11/01/04     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    58
Teligent Inc                         11.500%  12/01/07     0
Thermadyne Holdings                  12.500%  06/01/08     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    74
Tribune Co                            2.000%  05/15/29    72
Trism Inc                            12.000%  02/15/05     0
Triton Pcs Inc.                       8.750%  11/15/11    70
Triton Pcs Inc.                       9.375%  02/01/11    71
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    70
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.350%  04/07/16    68
United Air Lines                      9.560%  10/19/18    70
United Air Lines                     10.020%  03/22/14    45
Univ Health Svcs                      0.426%  06/23/20    58
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     3
US Air Inc.                          10.250%  01/15/49     8
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.900%  01/01/49     3
Venture Hldgs                        12.000%  06/01/09     0
Visteon Corp                          7.000%  03/10/14    74
Wachovia Corp                        13.000%  02/01/07    65
WCI Steel Inc.                       10.000%  12/01/04    54
Werner Holdings                      10.000%  11/15/07    21
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winn-Dixie Store                      8.875%  04/01/08    75
Winsloew Furniture                   12.750%  08/15/07    15
Winstar Comm                         12.750%  04/15/10     0
World Access Inc.                    13.250%  01/15/08     5


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA.  Emi Rose
S.R. Parcon, Rizande B. Delos Santos, Cherry Soriano-Baaclo,
Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva,
Lucilo Pinili, Jr., Tara Marie Martin, Marie Therese V. Profetana,
Shimero Jainga, and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


                *** End of Transmission ***