TCR_Public/060315.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, March 15, 2006, Vol. 10, No.  63

                          Headlines

AAMES MORTGAGE: Moody's Slices Rating on Class B-1 Certs. to B1
ACTIVANT SOLUTIONS: Hellman's Purchase Plan Cues S&P's Neg. Watch
AIR 2 US: S&P Affirms B- Rating on Series B Equipment Notes
ALASKA COMMUNICATIONS: Fox Paine Entities Sell Remaining Stake
ALLIANCE LAUNDRY: Incurs $29.1 Million Net Loss in 2005

ALLIED HOLDINGS: Gets Court Nod to Assume Norfolk Lease Agreement
ALLIED HOLDINGS: Gateway Wants to Proceed with Civil Action
ALLIED HOLDINGS: Wants to Get Funds Back from Volvo Parts
ALLSERVE SYSTEMS: Founder Faces Criminal Fraud Charges
APPLETON PAPERS: Posts $3.6 Million Net Loss in Fiscal Year 2005

ARIUS RESEARCH: Balance Sheet Upside Down by CDN$969K at Nov. 30
ASSOCIATED MATERIALS: Earns $10.3M of Net Income in Fourth Quarter
ATLANTIC MUTUAL: Moody's Junks Insurer's Surplus Note Rating
AZTAR CORP: Accepts Pinnacle's $2.1 Billion Merger Proposal
AZTAR CORP: Pinnacle Merger Cues S&P's Negative Watch to Remain

BLOCKBUSTER INC: Moody's Affirms Ratings on Weak Credit Metrics
CENTRAL VERMONT: Owes Connecticut Yankee $10.3M for Plant Expenses
COMMERCIAL MORTGAGE: S&P Holds BB+ Rating on Class E Certificates
CONGOLEUM CORP: Wants to Register Judgments Against GHR & Kenesis
CONGOLEUM CORP: Court Okays Akin Gump as Bond Committee's Counsel

CONGOLEUM CORP: Gets Court OK to Continue Hiring E&Y as Auditor
CONNORS BROTHERS: S&P Assigns B+ Long-Term Corp. Credit Rating
COUNTRYWIDE ALTERNATIVE: Moody's Rates Class B-1 Cert. at Ba1
CYBERCARE INC: Court Establishes March 24 as Claims Bar Date
DANA CORP: Court Okays Payment of Prepetition Tax Obligations

DANA CORPORATION: Can Continue Workers' Compensation Programs
DEEP RIVER: Wants Plan-Solicitation Period Stretched to June 24
DELTA MILLS: Moody's Withdraws Junk Rating on $150M Senior Notes
DOMINO'S PIZZA: January 1 Balance Sheet Upside-Down by $510 Mil.
ENRON CORP: KBC Bank Hold $162.3 Million General Unsecured Claim

EMERITUS CORP: Gets $4.96 Million from Exercise of Warrants
EXIDE TECHNOLOGIES: Wants Court to Okay Deere Credit Settlement
FAIRPOINT COMMS: Reports $6.5 Mil. Income from Operations in 2005
FORD MOTOR: Supplier Base Concerns Cue Fitch to Pare Low-B Ratings
FOSTER WHEELER: Balance Sheet Upside-Down by $341.15M at Dec. 30

GLIMCHER REALTY: Earns $9.8 Mil. of Net Income in Fourth Quarter
GRAFTECH INT'L: Balance Sheet Upside Down by 209.6-Mil. at Dec. 31
GRUPO IUSACELL: December 31 Equity Deficit Widens to Ps$2 Billion
GULFMARK OFFSHORE: Earns $8.2 Million in Quarter Ended December 31
HUDSON'S BAY: Posts $10 Million Net Loss in Fiscal Year 2006

HUNTSMAN CORP: Posts $34.6 Million Net Loss in Fiscal Year 2005
IMAX CORP: S&P Places B- Corporate Credit Rating on CreditWatch
INDYMAC SERIES: Bad Debt Cues Moody's to Review Two Cert. Ratings
INTEGRATED ELECTRICAL: U.S. Trustee Amends Committee Membership
INTEGRATED ELECTRICAL: Taps Financial Balloting as Balloting Agent

INTEGRATED ELECTRICAL: Still Needs Ordinary Course Professionals
INTERSTATE BAKERIES: Wants to Consolidate Upper Midwest Operations
J.L. FRENCH: To Pay $529,487 to Two Electric Utility Companies
J.L. FRENCH: Wants Court to Establish May 1 as Claims Bar Date
J.L. FRENCH: Seeks Court's Nod to Pay Ordinary Trade Creditors

J.P. MORGAN: Moody's Rates Cert. Classes M-10 & M-11 at Low-B
J.P. MORGAN: S&P Affirms Low-B Ratings on 14 Certificate Classes
JAMES RIVER: S&P Lowers Unsecured Debt Rating to CCC from CCC+
LONG BEACH: Moody's Reviewing Ba3 Ratings on Two Cert. Classes
MILLAR WESTERN: S&P Downgrades Sr. Unsecured Debt Rating to B-

MOVIE GALLERY: Moody's Junks $920-Mil. Facility & $325-Mil. Notes
NATIONAL CENTURY: JPMorgan Settles Creditor Dispute for $425MM
NATIONAL ENERGY: Steering Panel Wants Reserve for Some Claims
NAVISITE INC: Atlantic Investors Extends Loan Payment Deadline
NEIMAN MARCUS: Earns $3 Million in Second Qtr. of Fiscal Year 2006

NEW CENTURY: Moody's Puts Low-B Ratings on Cert. Classes M-& & M-8
NORTEK INC: Moody's Holds Junk Rating on $625 Mil. Senior Notes
NORTEK INC: S&P Assigns B Rating to $900 Million Credit Facility
NORTEL NETWORKS: S&P Places B- Corporate Credit Rating on Watch
OCA Inc: Voluntary Chapter 11 Case Summary

PINNACLE ENTERTAINMENT: Plans to Acquire Aztar for $2.1 Billion
PINNACLE ENT: Aztar Merger Deal Prompts Fitch's Negative Watch
PLIANT CORP: Releases Schedules of Assets and Liabilities
RECYCLED PAPERBOARD: Files Disclosure Statement in New Jersey
RIDDELL BELL: Moody's Rates $70 Million Credit Facility at B1

RIVERSTONE NETWORKS: Panel Wants Landis Rath as Local Counsel
RIVERSTONE NETWORKS: Trustee Names Equity Security Holders Panel
ROTECH HEALTHCARE: Reports 4th Quarter & Annual Financial Results
S-TRAN HOLDINGS: Wants Plan-Filing Period Extended to June 6
S-TRAN HOLDINGS: Has Until May 8 to Remove Civil Actions

SAINT VINCENTS: Has Until May 31 to Decide on Primary Care Lease
SAINT VINCENTS: Two Prospective Purchasers Hire Proskauer Rose
SAINT VINCENTS: Withdraws Request to Sell Parsons Manor for $12.5M
SCHLOTZSKY'S INC: Court Confirm Joint Liquidating Plan
SFA CABS: Fitch Shaves Rating on $12MM Class C Notes to CC from C

SOUNDVIEW HOME: Fitch Rates Cert. Classes M-10 & M-11 at Low-B
SOUTHWEST GAS: Failed ACC Deal Prompts Moody's to Review Ratings
SOYODO GROUP: September 31 Balance Sheet Upside-Down by $35,000
STILLWATER MINING: Posts $2.9 Million Net Loss in Fourth Quarter
STRUCTURED ASSET: Moody's Puts Low-B Ratings on Classes B1 & B2

SYNAGRO TECHNOLOGIES: Moody's Withdraws B2 Rating on $305MM Loan
T&W FUNDING: Portfolio Decline Prompts Fitch to Hold Junk Ratings
TECH DATA: Earns $29.5 Million of Net Income in Fourth Quarter
TRUMAN CAPITAL: Moody's Downgrades Ratings on Poor Credit Levels
UAL CORP: Wants to Settle Internal Revenue Claims for $23 Million

ULTIMATE DESIGN: Voluntary Chapter 11 Case Summary
USA MOBILITY: Paid Bank Debt Cues Moody's to Withdraw Ba3 Ratings
USGEN NEW ENGLAND: Battles TransCanada Over New Discovery Requests
W.S. LEE: Case Summary & 20 Largest Unsecured Creditors
WEBSTER FINANCIAL: Fitch Affirms BB+ Ratings on Units' Pref. Stock

WESTERN OIL: Earns $149.4 Million of Net Income in 2005
WILLIAMS CONTROLS: To Spend $3MM to Move Some Operations to China
WINDOW ROCK: Court Sets Disclosure Statement Hearing for March 22
YUKOS OIL: Bank Lenders File Bankruptcy Suit in Moscow

* Upcoming Meetings, Conferences and Seminars


                          *********

AAMES MORTGAGE: Moody's Slices Rating on Class B-1 Certs. to B1
---------------------------------------------------------------
Moody's Investors Service downgraded one tranche issued by Aames
Mortgage Trust in 2001 and placed four tranches issued by Aames in
2001 and 2002 on review for possible downgrade.  The tranches were
issued out of Aames' 2001-1, 2001-3 and 2002-1 mortgage
securitizations.  In addition, Moody's has placed one tranche from
Aames' 2002-2 transaction on review for possible upgrade.  Moody's
has also downgraded one class of certificates issued in Morgan
Stanley's 2001-AM1 securitization, which is backed by Aames
collateral, and placed four additional Aames backed tranches
issued by Morgan Stanley on review for possible downgrade.  The
underlying collateral in each deal consists of subprime
residential mortgage loans.

These actions are being taken based on higher than anticipated
severities on liquidated loans, an accelerating pace of losses, as
well as an accompanying deterioration of credit enhancement, some
of which can be attributed to passing performance triggers. The
collateral backing the tranche being review for possible upgrade
has experienced low levels of cumulative loss and a generally slow
pace of losses relative to similar transactions.

Complete rating actions are:

   Issuer: Aames Mortgage Trust 2001-1
   * Class M-2, Downgraded to Baa1, Previously A2;

   Issuer: Aames Mortgage Trust 2001-3
   * Class M-2, Currently Ba3, on review for possible downgrade;
   * Class B, Currently B3, on review for possible downgrade;

   Issuer: Morgan Stanley Dean Witter Capital I Inc.
           Trust 2001-AM1
   * Class B-1, Downgraded to B1, Previously Baa3;

   Issuer: Aames Mortgage Trust 2002-1
   * Class M-2, Currently A2, on review for possible downgrade;
   * Class B, Currently Baa2, on review for possible downgrade;

   Issuer: Aames Mortgage Trust 2002-2
   * Class M-1, Currently Aa2, on review for possible upgrade;

   Issuer: Morgan Stanley Dean Witter Capital I Inc.
           Trust 2002-AM1
   * Class B-1, Currently Baa3, on review for possible downgrade;

   Issuer: Morgan Stanley Dean Witter Capital I Inc.
           Trust 2002-AM2
   * Class B-1, Currently Baa3, on review for possible downgrade;

   Issuer: Morgan Stanley Dean Witter Capital I Inc.
           Trust 2002-AM3
   * Class B-2, Currently Baa3, on review for possible downgrade;

   Issuer: Morgan Stanley Dean Witter Capital I Inc.
           Trust 2002-HE2
   * Class B-2, Currently Baa3, on review for possible downgrade.


ACTIVANT SOLUTIONS: Hellman's Purchase Plan Cues S&P's Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior unsecured debt ratings on Austin, Texas-based
Activant Solutions Inc. on CreditWatch with negative implications.

The CreditWatch listing follows the announcement that Hellman &
Friedman LLC and Thoma Cressey Equity Partners will acquire
Activant from its existing owner, HM Capital Partners LLC.

The CreditWatch listing reflects uncertainty surrounding the
financing plans for this acquisition.  

"While the terms of the acquisition are not currently known,
operating lease-adjusted leverage will likely increase from
current levels in the mid-5x area, given EBITDA multiples recently
paid for similarly positioned software companies," Standard &
Poor's credit analyst Ben Bubeck said.

The transaction is expected to close during the quarter ending
June 2006, and Activant plans to refinance its existing
indebtedness.  Standard & Poor's will meet with management to
discuss financing plans for the transaction, Activant's operating
performance, and future acquisition strategy to resolve the
CreditWatch listing.


AIR 2 US: S&P Affirms B- Rating on Series B Equipment Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services completed its CreditWatch
review of Air 2 US LLC, affirming its 'BB-' rating on the Series A
enhanced equipment notes and its 'B-' rating on the Series B
notes.

The rating on the Series C notes was lowered to 'CC' from
'CCC-' and that on the Series D notes lowered to 'D' from 'CC'.  
Ratings on the Series C and Series D notes were then withdrawn.

All ratings were removed from CreditWatch with negative
implications, where they were placed Sept. 21, 2001.

Air 2 US is a Cayman Islands-based limited liability company that
in 1999 issued more than $1.1 billion of enhanced aircraft notes.  
This special-purpose entity relies on lease rental payments on
planes leased to United Air Lines Inc. (B/Stable/--) and American
Airlines Inc. (B-/Stable/--) by various financing subsidiaries of
Airbus Industries SAS.

United leases 22 A320-200 jet aircraft from those Airbus units,
representing more than half of the total rentals related to this
transaction, with the remainder paid by American Airlines to lease
19 A300-600R planes (one of which has since been removed due
to its loss in an accident) from other units of Airbus.

In contrast to an enhanced equipment trust certificate, planes
repossessed from a bankrupt airline lessee would not be sold, and
therefore might later generate higher lease revenues when the
aircraft market recovers.

Airbus would direct the repossession and re-leasing of any
aircraft rejected in a bankruptcy of United or American.

On Aug. 29, 2003, United, operating in bankruptcy, reached
agreement with Air 2 US LLC on revised lease terms for the
A320-200 aircraft.  Subsequently, United performed on its revised
leases during the remainder of its bankruptcy, and assumed them
upon emerging from Chapter 11 on Feb. 1, 2006.

"The terms remain confidential, but, assuming American continues
to pay on its leases and United performs on its revised leases,
the Class A and Class B notes should be fully repaid," Standard &
Poor's credit analyst Philip Baggaley said.  

The Class C notes, while current on interest payments at present
due to the presence of a liquidity facility, will not receive full
interest or principal, and the Class D notes, which do not benefit
from access to a liquidity facility, have defaulted.

Ultimate recovery for the Class C notes could improve somewhat if
lease rates paid by United increase under a provision whereby
rates are reset to market levels in the future.  Because the
Class C notes will ultimately default and the Class D notes have
already defaulted, Standard & Poor's withdrew its ratings on those
notes after lowering them.


ALASKA COMMUNICATIONS: Fox Paine Entities Sell Remaining Stake
--------------------------------------------------------------
Alaska Communications Systems Group, Inc., (NASDAQ:ALSK) disclosed
that affiliates of its largest shareholders have commenced a
secondary offering of approximately 9.5 million shares of its
common stock.

The shares are being offered entirely by affiliates of Fox Paine &
Company, LLC, and ACS will not receive any proceeds from the sale
of shares.  Following this offering, the selling stockholders will
not have any shares of ACS common stock.

RBC Capital Markets is acting as sole manager of this offering.
When available, copies of the final prospectus supplement relating
to this offering may be obtained from:

        RBC Capital Markets
        Syndicate Department
        Phone:(612) 371-2818.

The shares of common stock will be offered under the ACS
registration statement on Form S-3 declared effective on
Jan. 11, 2005 by the Securities and Exchange Commission.

On March 10, 2006, Alaska Communications announced the pricing
of the previously announced secondary offering of approximately
9.5 million shares of ACS' common stock at $11.00 per share.  The
offering is expected to close today, March 15, 2006.

                   About Alaska Communications

Alaska Communications -- http://www.alsk.com/-- is the leading  
integrated communications provider in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 23, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '3' recovery rating to Alaska Communications Systems
Holdings Inc.'s proposed $57 million incremental term loan.  The
term loan is an add-on to the existing $375 million term loan B
that was rated in January 2005.

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

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

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

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


ALLIANCE LAUNDRY: Incurs $29.1 Million Net Loss in 2005
-------------------------------------------------------
Alliance Laundry Holdings LLC disclosed its financial results for
the year ended December 31, 2005.

Net revenues for the full year 2005 increased $36.3 million, or
12.9%, to $317.3 million from $281.0 million for the full year
2004.  Net loss for 2005 was $29.1 million as compared to income
of $11.8 million for 2004.  Adjusted EBITDA for 2005 was
$60.4 million compared with Adjusted EBITDA of $59.5 million for
2004.

The overall net revenue increase of $36.3 million was attributable
to higher commercial laundry revenue of $29.1 million, higher
U.S. and Canadian consumer laundry revenue of $4.9 million and
higher service parts revenue of $2.3 million.  Net loss for the
full year 2005 included $18.8 million of transaction costs
associated with the sale of the business on January 27, 2005,
$9.9 million for loss on early extinguishment of debt and
$8.1 million of transaction costs to establish our new asset
backed facility.

In announcing the Company's results, CEO and President Thomas F.
L'Esperance said, "We are extremely pleased with our top line
performance for 2005.  Throughout the year, we continued to
successfully execute our operational strategies while navigating a
challenging cost environment.  Our financial performance reflects
our success in offsetting cost increases with required price
increases."

"On October 14, 2005, we announced that we would be moving our
Marianna operations to Ripon, Wisconsin.  This strategic project
remains on schedule and should be completed by the end of the
third quarter of 2006.  We expect to begin seeing efficiencies
from the consolidation during the fourth quarter of 2006," said
Mr. L'Esperance.

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2


ALLIED HOLDINGS: Gets Court Nod to Assume Norfolk Lease Agreement
-----------------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., and its debtor-affiliates to
assume a lease agreement with Norfolk Southern Railway.

As reported in the Troubled Company Reporter on Feb. 17, 2006, the
Debtors and Norfolk Southern are parties to a lease agreement
wherein Norfolk Southern agreed to lease to Allied four acres of
its property in Walkertown, Forsyth County, North Carolina.  

The Parties executed a second amendment to the Agreement on Dec.
28, 2005,  extending the term of the Lease to Feb. 28, 2009.  The
Second Amendment permits the Debtors to install a two-inch sewer
line with pump station, which is expected to cost around $240,000.  

The Second Amendment acknowledges and confirms Allied's $10 cure
amount.  Norfolk Southern has agreed to cap its claim for future
rent at $19,620, if Allied later rejects their Agreement.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that since executing the Second
Amendment, the Parties have discovered that Allied owes Norfolk
Southern $368 for 2005 property taxes.

Accordingly, in addition to the $10 cure amount, the Parties have
agreed that Allied will also remit the Taxes to Norfolk Southern
in full satisfaction of Allied's 2005 tax obligations.

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


ALLIED HOLDINGS: Gateway Wants to Proceed with Civil Action
-----------------------------------------------------------
In 1997, Gateway Development and Manufacturing, Inc., filed with
the New York Supreme Court, Erie County, a civil lawsuit against
Commercial Carriers, Inc., Ryder Truck Rental, Inc., and Allied
Holdings, Inc.

Gateway's Complaint asserted claims against CCI for breach of
contract, breach of implied duties, fraudulent inducement,
negligent misrepresentation, and fraud.  Gateway also asserted
claims against Allied for tortious interference with contractual
relations.

In the New York Action, Gateway sought to recover from CCI and
Allied at least $18,000,000, and as indicated by evidence
developed in discovery, as much as $21,850,000, as well as
punitive damages, judgment interest, costs and legal expenses.

Frank N. White, Esq., at Arnall Golden Gregory LLP, in Atlanta,
Georgia, relates that Gateway has conducted inquiry and research
to determine whether and to what extent Debtors Allied Automotive
Group, Inc., and Axis Group, Inc., are also liable, alternately,
severally or jointly, for the damages it sustained.

The New York Action has been pending for more than eight years.
During that period, the Action has progressed through the bulk of
discovery, the litigation of numerous discovery disputes, two
separate rounds of motions for summary judgment filed by various
parties, two separate and complex appeals of the court's summary
judgment ruling and the majority of other pre-trial activities,
Mr. White relates.

Mr. White notes that only limited discovery activity remains to
be completed to prepare the case for final pre-trial proceedings
and trial.  However, any trial of the New York Action cannot
proceed by operation of the automatic stay.

On February 14, 2006, Gateway filed separate, duplicative proofs
of claim in the bankruptcy cases of Allied, CCI, AAGI and Axis.
Because the New York Action is yet to be fully and finally
adjudicated, Gateway's claims are contingent and unliquidated,
Mr. White points out.

Accordingly, Gateway asks the U.S. Bankruptcy Court for the
Northern District of Georgia lift the automatic stay to permit the
New York Action to proceed to conclusion against all defendants
including Allied, CCI, AAGI and Axis, and including the completion
of:

    -- discovery;
    -- filing and adjudication of any remaining pre-trial motions;
    -- preparations for trial;
    -- conduct of the trial;
    -- filing and adjudication of any post-trial motions; and
    -- final adjudication of any appeals of decisions entered in
       the New York Action.

Gateway believes that the Debtors have been fully indemnified by
one or both of the non-Debtor co-defendants in the New York
Action, which are Ryder Truck Rental and Ryder System, Inc., for
any liability that the Debtors may have adjudicated in the New
York Action to owe to Gateway, as well as for any further legal
fees or other costs of defense incurred in the New York Action.
Thus, none of the ultimate financial responsibility for any
claims obtained against the Debtors by Gateway will be borne by
the Debtors or their estates.

Mr. White assures the Court that the continuation of the New York
Action will not result in any prejudice to the Debtors.  The New
York Action is substantially ready for trial, and dispositive
motions have already been ruled upon.  In addition, the New York
State Court is extensively familiar with the case and New York law
applies to all of the disputed issues.

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


ALLIED HOLDINGS: Wants to Get Funds Back from Volvo Parts
---------------------------------------------------------
Effective as of Jan. 12, 2004, Allied Automotive Group and Volvo
Parts North America, Inc., doing business as Contact Center
Solutions, entered into a Service Agreement, where in exchange
for payment, CCS agreed to provide managed breakdown assistance
for AAG drivers in need of mechanical service.  AAG's payment to
CCS is due upon receipt of an invoice from CCS.

On the Petition Date, CCS began requiring AAG to post a deposit in
advance of each service it provided.

AAG posted $48,735 in prepetition Deposits with CCS.  Between the
Petition Date and October 20, 2005, AAG posted more than 1,800
additional Deposits, aggregating $1,015,104, with CCS.  During
that postpetition period, CCS provided $476,651 in services,
Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court.

Thus, AAG has paid in full all postpetition services CCS has
provided and is entitled to a return of the remaining unearned
Deposits totaling $538,743, Mr. Winsberg asserts.

AAG has repeatedly demanded for the return of the Remaining Funds
from CCS.  However, CCS refused to remit the Funds.

CCS's failure to turn over the Remaining Funds and Prepetition
Deposit is an act to obtain possession, or to exercise control
over, property of the Debtors' estate, Mr. Winsberg contends.

Furthermore, CCS did not seek relief from the automatic stay to
obtain or maintain possession of the Remaining Funds and
Prepetition Deposit, Mr. Winsberg relates.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Northern District of Georgia to:

    (1) require CCS to turn over the Remaining Funds to their
        estate;

    (2) determine that CCS' continual failure to turn over the
        Remaining Funds is a violation of the Bankruptcy Code;

    (3) grant their pre-judgment interest on the Remaining Funds
        and require CCS to pay that interest;

    (4) find CCS in violation of the automatic stay;

    (5) sanction CCS for its willful and continuing violation of
        the automatic stay; and

    (8) award them all costs and attorneys' fees associated with
        their request.

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


ALLSERVE SYSTEMS: Founder Faces Criminal Fraud Charges
------------------------------------------------------
Dinesh Dalmia, the founder of bankrupt Allserve Systems Corp.,
faces charges of fraud in the U.S. in connection with an
$80 million alleged scam that targeted equipment finance companies
and banks.

Rhonda L. Lipschutz, writing for The Deal, reports that Mr. Dalmia
will probably be extradited to the U.S. to answer criminal charges
filed by federal prosecutors in Newark, New Jersey.  Mr. Dalmia
faces up to 40 years in prison if convicted, Kashar World News
reports.

Indian authorities arrested Mr. Dalmia in February in New Delhi
for masterminding a securities fraud scheme at the Calcutta Stock
Exchange in 2001.  

Kashar World News relates that Mr. Dalmia fled to the U.S. in the
wake of the Calcutta controversy.  When he was revealed as the
head of a white-collar crime syndicate in New Jersey, Mr. Dalmia
escaped back to India.

According to Ms. Lipschutz, Allserve's creditors have accused Mr.
Dalmia of illegally shipping almost $85 million of the Debtor's
equipment to his native country.  Ms. Lipschutz adds that Charles
A. Stanziale, the Chapter 7 trustee appointed in the Debtor's
bankruptcy case, hired A. Atkins Appraisal Corp. to recover
missing assets.  However, the firm has found only about $300,000
worth of equipment.

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor in its restructuring efforts.  The Court
converted the Debtor's chapter 11 case to a liquidation proceeding
under chapter 7 of the Bankruptcy Code in February 2005.  Charles
A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, serves as chapter 7 Trustee.  When the Debtor filed
for protection from its creditors, it estimated assets between
$10 million to $50 million and debts between $50 million to
$100 million.


APPLETON PAPERS: Posts $3.6 Million Net Loss in Fiscal Year 2005
----------------------------------------------------------------
Appleton Papers Inc. reported a $1.3 million net loss for fourth
quarter 2005, compared to a $1 million net loss for the same
quarter of 2004.

The Company reported a $3.6 million net loss for fiscal 2005
compared to a $25 million net loss in fiscal 2004, which included
$30.8 million in debt extinguishment expenses related to the
Company's June 2004 refinancing.  

The loss in 2005 resulted primarily from a $10.6 million charge
Appleton recorded for the restructuring of its U.S. business
operations and its U.K. subsidiary, BemroseBooth.  During 2005,
Appleton restructured its U.S. business and eliminated 94
positions.  BemroseBooth announced its exit from the traditional
printing and binding portions of its information products business
and began an organizational restructuring to increase market
focus, centralize its operating structure and position the company
to pursue growth in print services.  By the end of 2005,
BemroseBooth eliminated 54 positions and currently expects to
eliminate approximately 26 additional positions during 2006.

Appleton 's net sales for the fourth quarter ended Dec. 31, 2005,
rose 3% to $269 million, compared to net sales of $260.9 million
for the same quarter of 2004.  The net sales figure for the fourth
quarter 2005 represents the highest quarterly level achieved since
the employee buyout of the Company in November 2001.  The increase
in net sales for the quarter was largely due to the fourth quarter
net sales generated by New England Extrusion that Appleton
acquired in January 2005.

Appleton's net sales for fiscal 2005 were $1.046 billion compared
to $989.5 million for fiscal 2004, a 6% increase.  That
performance marked the first time Appleton achieved annual net
sales of $1 billion or more since the November 2001 employee
buyout.

Coated Solutions

Fourth quarter 2005 net sales for carbonless products, which
accounts for the majority of the Company's coated solutions
business, declined 4% on a 6% shipment volume decline compared to
the same quarter of 2004.  Fiscal 2005 net sales for carbonless
products declined 2% on a 4% shipment volume decline compared to
fiscal 2004.

Thermal Products

Thermal net sales increased approximately 4% during fourth quarter
2005 on a 5% shipment volume increase compared to the same quarter
of 2004.  Fiscal 2005 net sales increased 5% on a 3% shipment
volume increase compared to fiscal 2004.  The increase in net
sales for the full year was due to improved volume, price and
product mix.

U.S. Security Products

Net sales from U.S.-based security products increased 11% during
fourth quarter 2005 compared to the same quarter of 2004 and 17%
for fiscal 2005 compared to fiscal 2004.  Revenue growth was due
to a combination of increased sales volume from new and existing
accounts, and improved product mix.

Specialized and Secure Print Services

Fiscal 2005 net sales from BemroseBooth increased by 2% compared
to fiscal 2004.  The increase was due primarily to stronger sales
of secure mail services, phone cards, and rail and car park
tickets.

Performance Packaging

Net sales from Appleton's performance packaging companies grew
130% in the fourth quarter of 2005, compared to the fourth quarter
2004, due primarily to the January 2005 acquisition of New England
Extrusion Inc.  Net sales for the fourth quarter of 2005,
excluding the New England Extrusion acquisition, were 10% higher
than the same quarter of 2004.  Net sales for fiscal 2005,
excluding New England Extrusion, were approximately 3% higher than
fiscal 2004.

Debt Repayment

During 2005, Appleton repaid $30.4 million of its debt.  The
Company made mandatory debt repayments of $2.4 million, plus
interest, and voluntary debt repayments of $15.0 million, plus
interest, on its senior credit facility.  Also during the year,
Appleton purchased $13.0 million, plus interest, of its $185
million outstanding 8.125% senior notes due June 15, 2011.

The Company expects to file its 2005 Annual Report on Form 10-K
with the Securities and Exchange Commission before March 31, 2006.

                      About Appleton Papers

Appleton Papers Inc. -- http://www.appletonideas.com/-- uses  
ideas that make a difference to create product solutions through
its development and use of coating formulations and applications,
encapsulation technology, and specialized and secure print
services.  The Company produces carbonless, thermal, security and
performance packaging products.  Appleton is headquartered in
Appleton, Wisconsin, and has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, Massachusetts and the United
Kingdom, employs approximately 3,400 people, and is 100% employee
owned.

                         *     *     *

As reported in the Troubled Company Reporter on June 13, 2005,
Standard & Poor's Ratings Services revised its outlook on
specialty paper producer Appleton Papers Inc. to negative from
stable.  At the same time, it affirmed all ratings, including the
'BB' corporate credit rating.


ARIUS RESEARCH: Balance Sheet Upside Down by CDN$969K at Nov. 30
-----------------------------------------------------------------
ARIUS Research Inc. (TSX-V:ARI) disclosed its financial results
for the year ended Nov. 30, 2005

For the year ending Nov. 30, 2005, ARIUS recorded a CDN$2,914,456
net loss, compared with CDN$3,432,210 in 2004.

During 2005, the Company recorded CDN$218,307 in revenues,
including CDN$42,350 in material transfer fees.  The remaining
CDN$175,957 was recognized as revenue pursuant to a three-year
collaboration formed in September 2004 with Protein Design Labs,
Inc., of Fremont, California to discover, develop and
commercialize antibodies for cancer treatment.

Under the terms of the agreement, PDL paid the Company an up-front
fee of CDN$528,480 for access to the Company's technology
platform. At Nov. 30, 2005, approximately two-thirds of that fee
has been recognized as revenue to reflect delivery of the
Company's commitments to date under the collaboration agreement;
the remaining one-third, or CDN$175,752, is deferred as unearned
revenue.

Interest income amounted to CDN$51,599 for the year ended
Nov. 30, 2005, a 14% increase compared with CDN$45,069 for the
same period in 2004.  The increase primarily resulted from a
higher average liquidity position during 2005.

The Company's balance sheet at Nov. 301, 2005, showed
CDN$1,009,995 in total assets and CDN$1,979,662 in liabilities,
resulting in a stockholders' deficit of CDN$969,667.  At
Nov. 30, 2005, the Company's cash position was CDN$152,967.

On Dec. 14, 2005, the Company completed a $2 million private
placement of convertible debt and share purchase warrants
resulting in net cash proceeds of approximately CDN$2,217,600,

                     $21.5 Million Financing

On March 1, 2006, ARIUS announced that it has successfully
completed the first tranche of its previously announced private
placement of units for gross proceeds of $21.5 million on
Feb. 28, 2006.

Each unit consists of one common share and one common share
purchase warrant exercisable at a price of CDN$1 for a period of
five years following closing.  The main subscribers to the private
placement, which included investors from the United States, Canada
and the United Kingdom, were funds advised by OrbiMed Advisors,
LLC, Xmark Opportunity Funds, Ltd., and Efficacy Capital, Ltd.

A syndicate of agents, co-led by Dundee Securities Corporation and
Loewen, Ondaatje, McCutcheon Limited and including Canaccord
Capital Corporation, arranged the private placement.

Under the terms of the offering, ARIUS issued units at a price of
CDN$0.80 per unit.  The agents received a cash commission equal to
7% of the aggregate gross proceeds as well as broker warrants
exercisable for a period of 24 months for a number of shares and
warrants equal to 6.5% of the number of shares and warrants issued
in the context of the private placement, at a price of CDN$0.80
for one share and one warrant, with the warrants being exercisable
at a price of CDN$1.00 for a period of five years from the date of
the closing of the private placement.

The shares and warrants issued at closing and any shares that will
be issued by ARIUS upon exercise of such warrants will be subject
to a four-month hold period expiring on June 28, 2006.

In consideration of their participation under the private
placement, ARIUS entered into an investor rights agreement with
OrbiMed, Xmark and Efficacy, which agreement includes certain
restrictive covenants; a right to proportional representation of
up to 50% on the Board of Directors of ARIUS, subject to election
by shareholders; rights of first refusal with respect to certain
sales of common shares; and a right of participation in respect of
certain future issuances of securities of ARIUS.

With the completion of the private placement, OrbiMed becomes an
additional control entity by virtue of holding 14,418,750 common
shares or 35.2% of the issued and outstanding common shares of the
Company.  Assuming the 14,418,750 warrants for the additional
common shares issuable to OrbiMed are exercised, this would
represent, 35.7% of the issued and outstanding common shares of
the Company on a fully diluted basis.

In connection with the closing of the private placement, Dan
Andersen has stepped down from the Board of Directors after
serving as a member for six years.  Joining the Board of
Directors, effective immediately, will be Carl L. Gordon, General
Partner of OrbiMed, and Mitchell D. Kaye, Chief Investment Officer
of Xmark.

With the completion of the first tranche of this financing, ARIUS
now has 40,998,834 common shares issued and outstanding.

ARIUS Research Inc. -- http://www.ariusresearch.com/-- is a  
biotechnology company dedicated to personalizing cancer therapy
through the discovery and development of novel anticancer
monoclonal antibodies.  Established in 1999, ARIUS has built a
proprietary technology platform, FunctionFIRST(TM), which rapidly
identifies powerful MAbs targeting a variety of cancer
indications.  This antibody generation engine has enabled ARIUS to
assemble a growing pipeline, which is used for commercial
collaborations and in-house development.  ARIUS has ongoing
partnerships with key biotechnology and drug development
companies.


ASSOCIATED MATERIALS: Earns $10.3M of Net Income in Fourth Quarter
------------------------------------------------------------------
Associated Materials Incorporated reported a fourth quarter 2005
net sales of $311.4 million, a 13.8% increase over net sales of
$273.6 million for the same period in 2004.  For the 2005 fiscal
year ended December 31, 2005, net sales were $1,173.6 million or
7.3% higher than net sales of $1,094.0 million for the 2004 fiscal
year ended January 1, 2005.

Net income for the fourth quarter of 2005 was $10.3 million.  
This compares to a net loss of $38.4 million for the same period
in 2004.  For the year ended December 31, 2005, net income was
$22.5 million compared to a net loss of $10.9 million for the same
period in 2004.

EBITDA for the fourth quarter of 2005 was $27.9 million.  EBITDA
for the same period in 2004 was a loss of $42.5 million.  Adjusted
EBITDA for the fourth quarter of 2005 was $29.2 million compared
to adjusted EBITDA of $31.3 million for the same period in 2004.   
Adjusted EBITDA for the quarter ended December 31, 2005, excludes
$1.0 million of amortization related to prepaid management fees
paid in connection with the December 2004 recapitalization
transaction and $0.2 million of foreign currency losses.  Adjusted
EBITDA for the quarter ended January 1, 2005, excludes expenses
incurred related to the December 2004 recapitalization transaction
with certain affiliates of Investcorp S.A., $4.5 million of
one-time costs associated with the closure of the Company's
Freeport, Texas manufacturing facility, and foreign currency gains
of $0.2 million.  Costs related to the December 2004 transaction
include $30.8 million of stock option compensation expense
resulting from the exercise and redemption of certain stock
options, $22.3 million of bonuses paid to certain members of
Company management and a director in recognition of the successful
completion of the transaction as well as the strong operating
performance of the Company during 2004, and $16.3 million of
investment banking, legal and other related expenses.

EBITDA was $84.6 million for the fiscal year ended Dec. 31, 2005,
compared to EBITDA of $36.5 million for the fiscal year ended
January 1, 2005.  For the year ended December 31, 2005,
adjusted EBITDA was $93.6 million compared to adjusted EBITDA
of $125.4 million for the same period in 2004. Adjusted EBITDA
for the year ended December 31, 2005 excludes one-time costs of
$4.0 million associated with the closure of the Company's
Freeport, Texas manufacturing facility, $4.0 million of
amortization related to prepaid management fees paid in connection
with the December 2004 recapitalization transaction, $0.8 million
of foreign currency losses, and $0.3 million of non-cash stock
compensation expense.  Adjusted EBITDA for the year ended
January 1, 2005 excludes transaction related costs, Freeport,
Texas facility closure costs of $4.5 million, and foreign currency
losses of $0.4 million.  Transaction costs for the year ended
January 1, 2005, include expenses related to the December 2004
transaction and a $14.5 million management and director bonus paid
in conjunction with the March 2004 dividend recapitalization,
which included an offering by AMH Holdings, Inc. (AMH), of senior
discount notes, redemption of preferred stock and a dividend to
common shareholders.

Mike Caporale, Chairman, President, and Chief Executive Officer,
commented, "Our sales and EBITDA during the fourth quarter
benefited from strong unit volume growth, particularly in windows,
as well as from the impact of price increases implemented during
the quarter.  During the first three quarters of 2005, the impact
of raw material cost increases, net of associated price increases,
had a negative impact on our EBITDA of $11.2 million.  However,
during the fourth quarter the negative impact on our EBITDA was
only $0.1 million.  In addition, the situation at our Ennis plant
continued to improve, with higher production levels and lower
costs compared to the first nine months of the year."

Mr. Caporale continued, "As we begin 2006, there are uncertainties
surrounding the strength of the new construction and remodeling
markets, as a number of key economic and market indicators point
to a slower growth rate for the U.S. economy and the housing
industry for 2006.  Despite this uncertainty which may have an
impact on our top-line sales growth, we believe that in 2006 we
have a substantial opportunity to improve our operations by
increasing our service levels and by reducing costs in our
manufacturing operations and throughout our supply chain."

Net sales increased 13.8%, or $37.8 million, during the fourth
quarter of 2005 compared to the same period in 2004 driven
primarily by increased sales volumes for both vinyl windows and
vinyl siding, along with the impact of price increases implemented
during the fourth quarter of 2005.  Gross profit in the fourth
quarter of 2005 was $71.4 million, or 22.9% of net sales, compared
to gross profit of $68.3 million, or 24.9% of net sales, in the
fourth quarter of 2004.  Higher freight costs, due primarily to
fuel cost increases, and manufacturing inefficiencies which were
incurred relating to the consolidation of the Freeport, Texas
vinyl siding facility into the Ennis, Texas facility had a
negative impact on gross profit of approximately $1.5 million and
$2.4 million for the fourth quarter of 2005.  The Company
estimates that commodity cost increases, net of price increases,
negatively impacted gross profit for the fourth quarter of 2005
by approximately $0.1 million, which compares favorably to the
negative impact for the first three quarters of 2005 of
$11.2 million.

Selling, general and administrative expense increased to
$48.3 million, or 15.5% of net sales, for the fourth quarter of
2005 versus $42.4 million, or 15.5% of net sales, for the same
period in 2004.  The increase in selling, general and
administrative expense was due primarily to increased expenses in
the Company's supply center network, including increased payroll
costs and building and truck lease expenses, as well as expenses
relating to new supply centers opened during the past twelve
months.  Selling, general and administrative expense for the
fourth quarter of 2005 includes $1.0 million of amortization
related to prepaid management fees paid in connection with the
December 2004 recapitalization transaction.  During the fourth
quarter of 2004, the Company incurred transaction costs related
to the December 2004 recapitalization transaction for management
and director bonuses and stock option compensation expense of
$53.2 million and facility closure costs of $4.5 million relating
to the closing of its Freeport, Texas manufacturing facility.

Income from operations was $23.0 million for the fourth quarter of
2005 compared to a loss from operations of $31.8 million for the
same period in 2004.

Net sales increased by 7.3%, or $79.6 million, for the year ended
December 31, 2005, compared to the same period in 2004 driven
primarily by price increases along with increased sales volumes
for vinyl windows and vinyl siding.  Gross profit for the year
ended December 31, 2005, was $267.3 million, or 22.8% of net
sales, compared to gross profit of $289.0 million, or 26.4% of net
sales, for the same period in 2004.  The decrease in gross profit
margin percentage for the full year was primarily due to
significantly increased costs of the Company's key raw materials
-- vinyl resin and aluminum -- which were partially offset by the
impact of price increases, as well as increased freight costs and
manufacturing inefficiencies which were incurred relating to the
consolidation of the Freeport, Texas vinyl siding facility into
the Ennis, Texas facility.  

Selling, general and administrative expense increased to
$198.5 million, or 16.9% of net sales, for the year ended
December 31, 2005 versus $184.5 million, or 16.9% of net sales,
for the same period in 2004, due primarily to increased expenses
in the Company's supply center network.  Selling, general and
administrative expense for the year ended December 31, 2005,
includes $4.0 million of amortization related to prepaid
management fees paid in connection with the December 2004
recapitalization transaction and non-cash stock compensation
expense of $0.3 million.  During the year ended December 31, 2005,
the Company incurred facility closure costs of $4.0 million
relating to the closing of its Freeport, Texas manufacturing
facility.  During the year ended January 1, 2005, the Company
incurred costs related to the March 2004 dividend recapitalization
and the December 2004 recapitalization transaction totaling
$67.6 million consisting of management and director bonuses and
stock option compensation expense.  In addition, in 2004 the
Company recognized facility closure costs of $4.5 million related
to the closing of its Freeport, Texas manufacturing facility.   
Income from operations was $64.9 million for the year ended
December 31, 2005 compared to $32.3 million for the same period in
2004.

Including AMH's interest expense, which primarily consists of
the accretion on AMH's 11-1/4% senior discount notes, AMH's
consolidated net income was $4.3 million for the quarter ended
December 31, 2005 compared to a consolidated net loss of
$43.3 million for the same period in 2004.  For the year ended
December 31, 2005, AMH's consolidated net income was $0.3 million
compared to a consolidated net loss of $27.2 million for the same
period in 2004.

In connection with the December 2004 recapitalization transaction,
AMH's parent AMH Holdings II, Inc., was formed, and AMH II
subsequently issued $75 million of senior notes in December 2004.   
The AMH II senior notes, which had accreted to $77.8 million by
December 31, 2005, are not guaranteed by either AMI or AMH.  The
senior notes accrue interest at 13 5/8%, of which 10% will be paid
in cash and 3-5/8% currently accrues to the senior notes.  As AMH
II is a holding company with no operations, it must receive
distributions, payments or loans from its subsidiaries to satisfy
its obligations on its debt.  Total AMH II debt, including that
of its consolidated subsidiaries, was $710.3 million as of
December 31, 2005.

Headquartered in Akron, Ohio, Associated Materials Incorporated --
http://www.associatedmaterials.com/-- manufactures exterior
residential building products, which are distributed through
company-owned distribution centers and independent distributors
across North America.  AMI produces a broad range of vinyl
windows, vinyl siding, aluminum trim coil, aluminum and steel
siding and accessories, as well as vinyl fencing, decking and
railing.  AMI is a privately held, wholly owned subsidiary of
Associated Materials Holdings Inc., a wholly owned subsidiary of
AMH, a wholly owned subsidiary of AMH II, which is controlled by
affiliates of Harvest Partners, Inc., and Investcorp S.A.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings, Inc.  AMH Holdings' corporate
family rating and ratings on the AMI's senior secured credit
facilities have been downgraded to B3 from B2.  The downgrade in
the ratings and change in outlook reflects the company's
difficulty in passing on higher raw material costs thereby
decreasing margins and the uncertainty surrounding the company's
ability to navigate around a slowing construction market.  The
ratings outlook is stable.

Moody's has downgraded these ratings for Associated Materials
Incorporated:

   * $80 million secured revolver, due 2009, downgraded to B3
     from B2;

   * $175 million secured term loan B, due 2010, downgraded to B3
     from B2; and

   * $165 million senior subordinated notes, due 2012, downgraded
     to Caa2 from Caa1.

Moody's has downgraded these ratings for AMH Holdings, Inc.:

   * $446 million senior discount notes, due 2014, downgraded
     to Caa3 from Caa2; and

   * Corporate Family Rating, downgraded to B3 from B2.


ATLANTIC MUTUAL: Moody's Junks Insurer's Surplus Note Rating
------------------------------------------------------------
Moody's Investors Service downgraded the surplus note rating of
Atlantic Mutual Insurance Company to Caa3, from B1.  In the same
action, Moody's downgraded the insurance financial strength rating
of Atlantic Mutual and it subsidiaries to B1, from Baa3. The
outlook on the ratings remains negative.  These actions follow the
company's filing of its 2005 statutory statements which reflect a
significant decline in operating results and policyholder surplus
as a result of adverse reserve development on prior years'
reserves.

According to Moody's, the rating downgrades reflect the company's
strained capital position and its limited financial flexibility.
In the fourth quarter of 2005, Atlantic Mutual Insurance Company
and its wholly owned subsidiary, Centennial Insurance Company,
recorded a combined $81 million of adverse loss reserve
development, which represented 16% of Sept. 30, 2005 reserves and
36% of policyholder surplus.  This decline in operating results,
and its subsequent impact on financial leverage, were well above
Moody's expectations.  The rating downgrade also reflects concerns
about the potential for adverse selection in its homeowners'
business, and a loss of confidence in the company among agents and
customers, given the group's financial position.

Moody's notes that the insurance company's surplus consists
largely of surplus notes, and that further deterioration in the
group's capital position would heighten the risks of regulatory
interference with surplus note interest payments.  As of Dec. 31,
2005, Atlantic Mutual's risk-based capital was 250%.

The negative rating outlook reflects continued concerns over the
insurance company's capital position, the run-off of its
commercial lines loss reserves, as well as the potential loss in
confidence among its agents and customers.  During 2005, Atlantic
Mutual commuted its remaining financial reinsurance treaties,
entered into an adverse development cover with National Indemnity
Company, and entered into a strategic affiliation with Countrywide
Insurance Group.  Moody's notes that a stabilization in its
operating earnings and minimal adverse reserve development could
return the rating outlook to stable.  Conversely, meaningful
adverse reserve development, operating losses, a disruption to the
Countrywide affiliation, or surplus below $130 million could lead
to a ratings downgrade of Atlantic Mutual.

Moody's rating action also widened the notching between Atlantic
Mutual's insurance financial strength and surplus note ratings to
reflect the relative risks to surplus note holders versus
policyholders of insurance companies at this rating level.

Moody's most recent rating action prior to today was in August
2005 when Moody's confirmed the insurance financial strength
ratings and surplus notes rating and changed the outlook to
negative.

These ratings were downgraded, and the rating outlook is negative:

   * Atlantic Mutual Insurance Company - surplus notes to Caa3,
     from B1; insurance financial strength to B1, from Baa3

   * Centennial Insurance Company - insurance financial strength
     to B1, from Baa3

   * ALICOT Insurance Company - insurance financial strength to
     B1, from Baa3

Atlantic Mutual Insurance Company, based in New Jersey, writes
primarily personal lines insurance through a strategic alliance
with Countrywide.  For 2005, the company reported a statutory net
loss of $67 million, and policyholders' surplus was $141 million
as of Dec. 31, 2005.


AZTAR CORP: Accepts Pinnacle's $2.1 Billion Merger Proposal
-----------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) and Aztar Corporation's
(NYSE: AZR) Boards of Directors have unanimously approved a
definitive merger agreement under which Pinnacle will acquire all
of the outstanding shares of Aztar for $38.00 per share in cash.  
This represents a premium of approximately 24% over Aztar's
closing stock price on March 10, 2006.  The fully financed
transaction is valued at approximately $2.1 billion, including
approximately $1.45 billion of equity on a fully diluted basis and
approximately $723 million in indebtedness.

Together, Pinnacle and Aztar will have assets in most of the
largest gaming markets in the U.S., with a strong presence in
Nevada, New Jersey, Louisiana, Missouri and Indiana.  Including
current development projects, the combined company will have an
expansive footprint with 12 major gaming properties in the U.S.,
and more than 8,800 hotel rooms and approximately 22,000 slot
machines system-wide.

"Combining Pinnacle and Aztar makes tremendous sense," Daniel R.
Lee, Pinnacle's Chairman and Chief Executive Officer, said.  "This
transaction will enable Pinnacle to further broaden and diversify
its geographic presence and cash flows, as well as generate
cross-marketing synergies.  We intend to create a nationwide
casino network, not unlike that of some of our larger competitors.  
We believe that we will be able to leverage the combined company's
extensive network to increase customer loyalty across the system
and attract additional customers to the company's destination
resort/hotel properties in Las Vegas and Atlantic City.

The transaction is subject to approval by Aztar shareholders and
the satisfaction of customary closing conditions, including the
receipt of necessary regulatory and governmental approvals.  The
transaction is not subject to financing and is expected to close
by the end of the year.

Pinnacle has received a financing commitment from Bear, Stearns &
Co. Inc. and Lehman Brothers Inc. to complete the transaction.

Lehman Brothers Inc. and Bear, Stearns & Co. Inc. served as
financial advisors to Pinnacle and Wachtell, Lipton, Rosen & Katz
and Irell & Manella LLP acted as legal advisors.  Goldman Sachs
served as financial advisor to Aztar and Skadden, Arps, Slate,
Meagher & Flom, LLP acted as legal advisor.

                  About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,   
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                     About Aztar Corporation

Aztar Corp. -- http://www.aztarcorp.com/-- is a publicly traded  
company that operates Tropicana Casino and Resort in Atlantic
City, New Jersey, Tropicana Resort and Casino in Las Vegas,
Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada,
Casino Aztar in Caruthersville, Missouri, and Casino Aztar in
Evansville, Indiana.

                         *     *     *

Standard & Poor's Ratings Services' ratings on Aztar Corp.
(BB/Watch Neg/--) remain on CreditWatch with negative
implications, where they were placed on Feb. 16, 2006.


AZTAR CORP: Pinnacle Merger Cues S&P's Negative Watch to Remain
---------------------------------------------------------------
Standard & Poor's Ratings Services reported that its ratings on
Aztar Corp. (BB/Watch Neg/--) remain on CreditWatch with negative
implications, where they were placed on Feb. 16, 2006.

The CreditWatch update followed the announcement by Pinnacle
Entertainment Inc. (B+/Watch Neg/--) that it has signed a
definitive merger agreement to acquire the outstanding shares of
Aztar.

At the same time, Standard & Poor's revised its CreditWatch
implications on Pinnacle Entertainment Inc. to negative from
positive.

The CreditWatch listing reflects the potential for a substantial
weakening in Pinnacle's credit profile following the acquisition
announcement.

The transaction, at $38 per share, would bring the total purchase
price to $2.1 billion, including the assumption of $723 million of
Aztar's debt.

This could result in significant incremental debt of up to
$2.1 billion at Pinnacle.  At Dec. 31, 2005, Pinnacle had about
$657 million of debt outstanding.  

Pro forma lease-adjusted debt to EBITDA could increase to well
above levels currently expected over the near term, depending upon
how the acquisition is financed.

Closing of the transaction is subject to, among other things,
executing the definitive documentation necessary to complete the
deal and receiving the required approvals.

"We will evaluate new owner Pinnacle's financial strategies and
objectives, including its previously outlined capital spending
initiatives and potential spending associated with a redevelopment
project at the Tropicana in Las Vegas," Standard & Poor's credit
analyst Peggy P. Hwan said.  "If Standard & Poor's downgrades
Pinnacle, it is unlikely that it would be by more than one notch."


BLOCKBUSTER INC: Moody's Affirms Ratings on Weak Credit Metrics
---------------------------------------------------------------
Moody's Investors Service affirmed Blockbuster Inc. long term debt
ratings and its SGL-3 speculative grade liquidity rating following
the company's announcement of fourth quarter and fiscal year 2005
operating results.  The rating outlook remains negative.  The
affirmation acknowledges the signs of improvement evident in the
company's fourth quarter operating performance, as well as the
stabilization of its liquidity profile, but also considers the
company's significantly negative free cash flow during 2005 and
its still weak credit metrics.

These ratings are affirmed:

   * Corporate family rating at B3;

   * Senior secured bank credit facilities at B3;

   * Senior subordinated notes at Caa3,

   * Speculative grade liquidity rating at SGL-3.

The B3 corporate family rating reflects Moody's expectation that
Blockbuster's operating performance will continue to be
constrained during 2006 as a result of negative industry trends
and the cost of management's new initiatives, particularly the on
line business.  The rating category reflects Moody's expectation
that operating income will be insufficient to cover interest
expense for fiscal 2006, that free cash flow will continue to be
tenuous, and that credit metrics will remain weak.  The rating
category also reflects Moody's opinion that negative industry
pressures have continued to grow, given the increased probability
that the movie studios will test bringing forward the video-on-
demand window into the retail window.

Other existing negative trends continue, including:

   1) the pricing war with Net Flix;

   2) a lackluster new release schedule; and

   3) the continuation in the consumer trend of buying rather
      than renting DVDs.

Over the longer term, the roll-out of high definition DVD and the
highly fragmented nature of the market will benefit Blockbuster;
however, these benefits are unlikely to cause an improvement in
the company's performance anytime soon.  The ratings are supported
by Blockbuster's adequate liquidity, which includes $276 million
of balance sheet cash and $210 million of availability under its
$500 million revolver.  The company's leadership and global
presence in the area of video and game rentals, as well as its
brand value, also support the rating.

The negative outlook reflects Moody's concern that Blockbuster has
not yet proven that the no-late-fee policy and its on-line
business can generate a level of operating income and free cash
flow sufficient to cover its current debt burden.  The company's
ratings could be further downgraded should Blockbuster not be able
to cut costs and working capital requirements from its current
levels during 2006.

To stabilize the rating outlook, Blockbuster needs to demonstrate
that it can generate sufficient earnings and cash flow such that
it has reasonable prospects of reducing leverage to a manageable
level, and that operating income can cover interest expense at
least 1.0x.

Blockbuster, Inc.'s speculative grade liquidity rating of SGL-3
reflects Moody's expectation that internally generated cash flow
and cash on hand will be sufficient to fund its working capital,
capital expenditures, term loan amortization, and dividend
requirements over the next four quarters.  Moody's expects
Blockbuster will likely improve its free cash flow levels versus
2005, although this outcome is contingent on the company's ability
to dramatically reduce its working capital needs. Blockbuster has
a $500 million revolving credit facility for additional liquidity.  
As of Dec. 30, 2005, approximately $210 million was available
after deducting the $150 million Viacom letters of credit, other
letters of credit, and borrowings.  As a result of the last
amendment Blockbuster received from its bank group, Moody's
anticipates that Blockbuster will have sufficient cushion to
comply with its two financial covenants through the end of FY
2006.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 9,100 stores throughout the Americas, Europe,
Asia, and Australia.  Total revenues for fiscal year 2005 were
$5.9 billion.


CENTRAL VERMONT: Owes Connecticut Yankee $10.3M for Plant Expenses
------------------------------------------------------------------
Central Vermont Public Service Corporation owes $10.3 million to
Connecticut Yankee Atomic Power Corporation as of Dec. 31, 2005.  
The Company's obligation pays part of decommissioning activities
of Connecticut Yankee's shut down nuclear plant and all other
plant costs.

Central Vermont owns 2% of Connecticut Yankee.  The equity
ownership carries with it obligations to pay part of the expenses
incurred by Connecticut Yankee.  Historically, the Company's share
of these costs has been recovered from its retail customers
through approved rates of Vermont Public Service Board.  Based on
the regulatory process, management believes its share of
decommissioning and closure costs will continue to be recovered
through the regulatory process.

According to Dale A. Rocheleau, the Company's Senior Vice
President for Legal and Public Affairs and Corporate Secretary,
there is a risk that Federal Energy Regulatory Commission may not
allow full recovery of Connecticut Yankee's incremental increased
costs in wholesale rates, and, if so, the Company anticipates that
the PSB could disallow these costs for recovery in retail rates as
well.  The Company's share of the proposed disallowance would be
about $4.7 million.

In July 2004, Connecticut Yankee asked the FERC for permission to
increase its annual collections for the decommissioning and
closure of the plant from $16.7 million to $93 million over a
6-year period beginning January 1, 2005.  The increase was
necessitated by higher estimated costs for spent fuel storage,
security and insurance, and the fact that Connecticut Yankee is
now self-performing all work to complete the decommissioning of
the plant due to the termination of the decommissioning contract
with Bechtel Power Corporation in July 2003.  FERC allowed the new
rates to become effective in February 2005, subject to refund,
pending the outcome of proceedings at FERC.

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.


COMMERCIAL MORTGAGE: S&P Holds BB+ Rating on Class E Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Commercial Mortgage Acceptance Corp.'s series 1997-ML1.

At the same time, ratings are affirmed on four other classes from
the same transaction.

The raised and affirmed ratings reflect the increased credit
support for the senior pooled classes due to the defeasance of 33%
of the mortgage pool balance since December 2005, and Standard &
Poor's re-analysis of the real estate collateral securing the
non-defeased loans in the pool.

The rating actions are tempered by the decline in the financial
operating performance of five of the seven remaining non-defeased
loans.

Two of the seven non-defeased loans have experienced increases in
net cash flow of more than 30% since issuance.  

The Franklin Mills loan (representing 20% of the mortgage pool
balance) is the largest loan in the pool and is secured by a
1.6-million-square-foot outlet mall and an adjacent 315,000-sq.-
ft. retail power center known as Liberty Plaza located in
Philadelphia, Pennsylvania.

For the full year 2004, NCF was 35% above its level at issuance.  
The Copley Place loan (representing 13% of the mortgage pool
balance) is the third-largest loan in the pool and is secured by a
1.2-million-square-foot mixed-use office and retail development in
the Back Bay section of Boston, Massacusetts.

For the nine months ending September 2005, annualized
NCF was 33% above issuance.

However, the other five non-defeased loans have experienced NCF
declines ranging from 11% to 58% since issuance:

   -- The Newton Oldacre MacDonald loan (representing 14% of the
      mortgage pool balance) is on the servicer's watchlist and is
      secured by 20 cross-collateralized and cross-defaulted
      neighborhood shopping centers located in Alabama, Tennessee,
      Florida, Mississippi, Kentucky, and Louisiana.  For the
      full year 2004, NCF for this portfolio was 15% below its
      level at issuance.  As of June 30, 2005, eight of the 20
      properties were reporting debt service coverage ratios that
      were below 1.0x.  The pool's overall DSC has historically
      been low due to poor location of the properties, which are
      located in secondary and tertiary areas in the Southeast.
      Twelve of the 20 properties have a Winn-Dixie store as an
      anchor tenant.  Winn-Dixie Inc. filed for bankruptcy in
      February 2005.  It was announced in June 2005 that two
      Winn-Dixie stores in this portfolio would be closing;

   -- The Shilo Inns Portfolio loan (10% of the mortgage pool
      balance) is currently with the special servicer.  The loan
      was modified in April 2004 to include the addition of a
      $15 million advance note as trust collateral.  The advance
      notes have paid down to $7.2 million.  For the full year
      2005, NCF was 58% below its level at issuance.  Nonetheless,
      the loan is current and the 2005 DSC was 1.31x;

   -- The Brookfield Properties Corp. loan (9% of the mortgage
      pool balance) is secured by a mixed-use office and retail
      development known as Dain Bosworth Plaza and Gaviidae
      Common Phase II in Minneapolis, Minn., which consists of a
      592,953-sq.-ft. class A office tower, a 119,271-sq.-ft.
      department store, and a 69,593-sq.-ft. four-level vertical
      retail mall.  Full-year 2004 NCF was 46% below its level at
      issuance.  Rent rollbacks in 2003 on the leases of the two
      largest office tenants, the October 2003 release of Phase I
      of Gaviidae Common that had provided additional income, and
      a soft Minneapolis office market have all contributed to the
      decline.  As a result, while retail occupancy has remained
      constant in the low 90% range, office occupancy declined to
      87% as of September 2005 compared with 95% at issuance;

   -- The Ritz Carlton St. Louis Hotel loan (6% of the mortgage
      pool balance) is secured by 301-room full-service hotel
      located in downtown Clayton, Missouri.  Full-year 2004 NCF
      was 42% below its level at issuance.  Using the operating
      results as of September 2005 and adjusting for franchise
      fees, management fees, marketing and sales fees, Standard &
      Poor's estimated value for this asset is 16% below its level
      at issuance;

   -- The American Apartment Communities II loan (3% of the
      mortgage pool balance) is secured by two multifamily rental
      properties located in Santa Clara, Calif. and Mountain View,
      Calif., containing 272 units and 184 units, respectively.
      Combined NCF for these properties declined by 11% for the
      full year 2004 compared to issuance.
    
                          Ratings Raised
    
                Commercial Mortgage Acceptance Corp.
     Commercial mortgage pass-thru certificates series 1997-ML1

                        Rating
                        ------
            Class   To         From      Credit support
            -----   --         ----      --------------
            B       AAA        AA+               35.84%
            C       AA         A+                27.94%
            D       BBB        BBB-              20.05%
   
                         Ratings Affirmed
    
               Commercial Mortgage Acceptance Corp.
     Commercial mortgage pass-thru certificates series 1997-ML1

                 Class   Rating    Credit support
                 -----   ------    --------------
                 A-2     AAA               45.89%
                 A-3     AAA               45.89%
                 A-4     AAA               45.89%
                 E       BB+               17.17%


CONGOLEUM CORP: Wants to Register Judgments Against GHR & Kenesis
-----------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the Honorable
Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District
of New Jersey for authority to register, pursuant Section 1963 of
the Judiciary Procedures Code, the:

   -- Third Circuit Court's judgment against Gilbert Heintz &
      Randolph LLP, and

   -- Bankruptcy Court's order against The Kenesis Group LLC,

in the District of Columbia and in any other jurisdictions where
GHR and Kenesis may have assets.

                            Background

On March 2, 2004, the Bankruptcy Court approved the retention of
Gilbert Heintz & Randolph LLP as the Debtors' special insurance
counsel.  On Aug. 24, 2004, the District Court upheld the
Bankruptcy Court's approval order (Civil Action No. 04-1709) after
the bankruptcy court order was appealed.

On Oct. 13, 2005, the Court of Appeals for the Third Circuit
reversed the approval order and disqualified GHR from serving as
counsel to the Debtors account of conflicts of interest and
remanded the matter to the District Court for further proceedings.  

On Feb. 19, 2004, the Debtors filed an application to retain
Kenesis to perform postpetition services and the Bankruptcy Court
denied the Debtors' request on Apr. 5, 2004.

The Bankruptcy Court:

   -- ordered Kenesis to disgorge all fees related to postpetition
      services;

   -- denied some insurers' move to disgorge fees for services
      rendered prepetition; and

   -- denied some insurers' move to commence an avoidance action
      against Kenesis.

                              Assets

GHR conducts the majority of its business in the District of
Columbia and has no apparent assets in New Jersey.  Kenesis also
conducts the majority of its business in the District of Columbia
and has no apparent assets in New Jersey.

The Debtors expect that GHR and Kenesis will appeal the Judgments.  
As a result, it is likely that several months may pass before the
Judgments become final and capable of registration as of right
under Section 1963.

Objections, if any, must be received no later than 5:00 p.m. on
Mar. 15, 2006, and must be filed with the Court and served on:

   -- Okin, Hollander & DeLuca L.L.P., and
   -- Pillsbury Winthrop Shaw Pittman LLP.

Judge Ferguson will convene a hearing at 2:30 p.m. on
Mar. 21, 2006, to consider the Debtors' request.

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

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


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

                   Ad Hoc Bondholders Committee

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

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

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

   -- analysis of the Debtors' chapter 11 cases,

   -- advice regarding the plan process,

   -- communications with Debtors' counsel,

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

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

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

Akin Gump is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The attorneys who will be primarily responsible for providing
services to the Bondholders Committee:

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

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

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

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

Joanna Newdeck, Esq.       Associate                      $270
                           Financial Restructuring
                           Department

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

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

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


CONGOLEUM CORP: Gets Court OK to Continue Hiring E&Y as Auditor
---------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey gave Congoleum Corporation and its
debtor-affiliates permission to continue employing Ernst & Young
LLP as their auditor, nunc pro tunc to Feb. 1, 2006.

On Jan. 22, 2003, the Debtors asked the Court to approve Ernst &
Young's employment as their auditor and tax advisor.  The Court
granted that request on Apr. 12, 2004.

On Dec. 23, 2004, the Debtors requested that Ernst & Young
continue its work as the Debtors' auditor.  The Court approved
that extended engagement on Jan. 27, 2005.

Under a Supplemental Audit Engagement Letter, Ernst & Young's
scope of services will expand to include:

   (a) annual audit of the financial statements of Congoleum
       Corporation, included in its Annual Report on Form 10-K,
       for the year ended Dec. 31, 2005;

   (b) quarterly review of the financial information of Congoleum
       Corporation, included in its 2006 Quarterly Reports on
       Form 10-Q;

   (c) research and consultations with management of the Company
       regarding financial accounting and reporting matters;

   (d) participation in all scheduled meetings of the Audit
       Committee of Congoleum Corporation;

   (e) attendance at Annual Meeting of the Shareholders of
       Congoleum Corporation;

   (f) preparation of management letter; and

   (g) consultations and assistance in connection with the
       Company's Sarbanes Oxley Section 404 compliance.

Jaime Pereira, a partner at Ernst & Young, discloses that the
Firm's professionals bill:

           Designation                    Hourly Rate
           -----------                    -----------
           Partners & Principals          $575 - $675
           Senior Managers                $515 - $550
           Managers                       $430 - $480
           Senior                         $310 - $380
           Staff                          $180 - $240

Mr. Pereira assures the Court that Ernst & Young continues not to
hold or represent any interest materially adverse to the Debtors
in the matter the Firm has been retained.

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

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


CONNORS BROTHERS: S&P Assigns B+ Long-Term Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Toronto-based Connors Bros. Income
Fund.

Standard & Poor's also assigned its 'B+' bank loan rating with a
recovery rating of '3' to the company's indirect operating
subsidiaries and co-borrowers, U.S.-based Bumble Bee Foods LLC and
Canada-based Clover Leaf Seafoods L.P.'s US$275 million bank loan
facility, indicating that the asset values provide lenders with
the expectation of meaningful recovery of principal in a payment
default scenario.

The bank loan rating is based on preliminary terms and conditions
and is subject to review once full documentation is received.  
Proceeds of the new loan will be used to refinance the company's
existing debt.  The outlook is positive.

"The ratings on Connors reflect its aggressive acquisitive
strategy, narrow product portfolio, supply variability, and
limited financial flexibility," Standard & Poor's credit analyst
Lori Harris said.  

"These factors are partially offset by the company's modest debt
level and solid national consumer franchises with its Bumble Bee,
Clover Leaf, and Brunswick canned seafood brands, as well as its
portfolio of leading regional brands," Ms. Harris added.

In the past few years, Connors has grown significantly through
acquisitions that have brought some challenges including the rise
in logistics and distribution costs as a percentage of sales, an
excessive number of different brands and stock-keeping units, and
the need to upgrade the company's IT system to increase
efficiencies and improve customer services.

Management is focused on improving these critical areas within the
next 18 to 24 months, which should positively affect operating
margins.

The company's core geographic market is the U.S., and will likely
remain its key area for acquisitions.  Although Connors currently
has a dominant position in the U.S. and Canadian canned seafood
markets, the company's 2005 acquisitions of the Castleberry and
Sweet Sue/Bryan brands enabled it to enter new categories, namely
U.S. canned chicken and meat.

Even though management has diversified its product portfolio
somewhat through these acquisitions, the chicken and meat
categories are very competitive, Connors' market position is
not dominant, and the organic growth potential of these categories
is nominal.

Connors' product portfolio includes a full line of canned tuna,
salmon, sardine, clam, chicken, and meat products, with canned
tuna by far the company's most important product line.

As wholesale fish prices make up a significant portion of the cost
of goods sold, fluctuations in tuna prices and availability of
supply will have an impact on margins.  Fish prices are currently
high because of lower tuna supply partially driven by higher fuel
costs, which is expected to continue throughout 2006.

The firm is also faced with government and consumer concerns over
mercury levels in tuna, which have resulted in litigation risk;
however, it is believed these levels are considerably below levels
allowed by the U.S. government.

The aggressive financial profile reflects the risks associated
with management's acquisitive nature and the company's limited
financial flexibility.  In the medium term, Standard & Poor's
expects that credit metrics will strengthen as management focuses
on improving earnings.

The positive outlook reflects the expectation that Connors will
maintain its leading position in its core categories that
acquisitions will be successfully integrated, and that credit
measures will remain in line with Standard & Poor's expectations
in the medium term.

The ratings could be raised if the company strengthens its
business risk profile through improved distribution and IT
systems, while also lowering the distribution payout ratio
to increase financial flexibility.  Downward pressure on the
ratings could come if the company fails to meet expectations,
resulting in a weakening of Connors' market position, poor
execution on acquisitions, internal challenges due to
acquisitions, or deterioration in the company's liquidity
position.


COUNTRYWIDE ALTERNATIVE: Moody's Rates Class B-1 Cert. at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Countrywide Alternative Loan Trust
2006-OA1, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Countrywide Home Loans Inc.
originated, adjustable-rate, negative amortization Alt-A mortgage
loans acquired by Countrywide Financial Corporation.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination.  Moody's expects collateral losses
to range from 1.15% to 1.35%.

Countrywide Home Loans Servicing LP will act as master servicer.

The complete rating actions are:

                Countrywide Alternative Loan Trust,
         Mortgage Pass-Through Certificates, Series 2006-OA1

                    * Class 1-A-1, Assigned Aaa
                    * Class 1-A-2, Assigned Aaa
                    * Class 1-A-3, Assigned Aaa
                    * Class 1-X, Assigned Aaa
                    * Class 2-A-1, Assigned Aaa
                    * Class 2-A-2, Assigned Aaa
                    * Class 2-A-3, Assigned Aaa
                    * Class 2-X, Assigned Aaa
                    * Class A-R, 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 A2
                    * Class M-7, Assigned A3
                    * Class M-8, Assigned Baa1
                    * Class M-9, Assigned Baa2
                    * Class B-1, Assigned Ba1


CYBERCARE INC: Court Establishes March 24 as Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida set
March 24, 2006, as the deadline for all creditors owed money by
Cybercare Inc. and Cybercare Technologies, Inc., on account of
claims arising before Oct. 14, 2005.

Creditors must file written proofs of claim on or before the
March 24 Claims Bar Date to the:

     The Clerk, United States Bankruptcy Court
     801 North Florida Avenue - Suite 727
     Tampa, Florida 33602

Copies of the written proofs of claim must be sent to:

     Stichter, Riedel, Blain & Prosser, P.A.
     110 Madison Street - Suite 2000
     Tampa, Florida 33602

Creditors who fail to file proofs of claim before the deadline
will be forever barred from asserting their claim.  

This request for a March 24 Bar Date appears to render
AmerisourceBergen Drug Corporation's request to deem its proofs of
claim, filed Feb. 2, 2006, as timely filed claims, moot.  

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


DANA CORP: Court Okays Payment of Prepetition Tax Obligations
-------------------------------------------------------------
In the ordinary course of business, Dana Corporation and its
debtor-affiliates collect or remit certain taxes owed to taxing
authorities:

   1.  Sales Taxes

       The Debtors collect and remit sales, local gross receipts
       and other similar taxes in connection with the sale of
       their products to customers.  However, nearly all the
       goods sold by the Debtors are subject to sales tax
       exemptions.  Hence, the Debtors remit a relatively
       immaterial amount of sales taxes in an average month,
       normally amounting to a few thousand dollars or less.

   2.  Use Taxes & Self-Assessed Sales Taxes

       The Debtors pay use taxes when they purchase tangible
       personal property from an out-of-state vendor.  Governing
       law requires the Debtors to self-assess the amount of
       sales taxes that would have been owed on purchases from
       out-of-state vendors and pay these amounts as use taxes to
       applicable taxing authorities.  In certain states, the
       Debtors are authorized to self-assess sales taxes payable
       on purchases from in-state suppliers.  In an average
       month, the Debtors remit between $400,000 and $500,000 in
       use taxes and self-assessed sales taxes.

   3.  Michigan Single Business Taxes

       The Debtors are subject to Michigan Single Business Tax,
       a value-added tax calculated based on the value that a
       business adds to its product during the production
       process.  For the tax year 2005, the Debtors remitted
       $250,000 in MSB Taxes.  They anticipate the amount to
       decline for tax year 2006.

   4.  Franchise Taxes

       The Debtors pay franchise taxes to operate their business
       in applicable taxing jurisdiction.  Some states assess a
       flat franchise tax on all businesses; other states assess
       a franchise tax based on net operating income.  For 2005,
       the Debtors remitted more than $1,200,000 for franchise
       taxes.  They anticipate remitting a lesser amount for
       2006.

   5.  Business License Fees

       The Debtors obtain a business license from, and pay
       corresponding fees to, many municipal and county
       governments.  Some jurisdictions assess business license
       fees based on a flat rate; others on the number of
       employees working in the jurisdiction.  The Debtors remit
       a few thousand dollars in business license fees in an
       average year.

To avoid any serious disruptions and distractions to their
business operations and their efforts to reorganize, the Debtors
sought and obtained authority from the U.S. Bankruptcy Court for
the Southern District of New York  to pay, in their sole
discretion, their prepetition tax obligations.

Michael J. Burns, chairman of the board, president, chief  
executive officer, and chief operating officer of Dana  
Corporation, explains that the Debtors' failure to pay the
prepetition taxes may impact their ability to conduct business in
certain jurisdictions and their ability to perform under their
postpetition agreements.  The Debtors' officers may also face
personal liability if certain taxes are not paid.

According to Mr. Burns, the Debtors have made their best efforts
to pay the prepetition taxes in full before the Petition Date.  
However, although checks have been issued on account of the
taxes, Mr. Burns says certain of the payments may not have
cleared the banks as of the bankruptcy filing.  Moreover, the
Debtors may have underestimated the prepetition taxes to be paid
or inadvertently overlooked a tax obligation.

Mr. Burns contends that certain of the prepetition taxes do not
constitute property of the Debtors' estates within the meaning of
Section 541 of the Bankruptcy Code.  The taxes are "trust fund
taxes" held by the Debtors for the benefit of third parties to
whom payment is owed or on behalf of whom payment is being made.

In addition, substantially all of the prepetition taxes
constitute priority claims under Section 507(a)(8) that will have
to be paid in full under a Chapter 11 plan of reorganization.  
Hence, payment of the prepetition taxes will not prejudice the
rights of general unsecured creditors or other parties-in-
interest.  The Debtors' request will only affect the timing of
the payment of the taxes and not whether the amounts will be
paid, Mr. Burns points out.

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)


DANA CORPORATION: Can Continue Workers' Compensation Programs
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates cannot achieve their
restructuring goals without the continued hard work and dedication
of their employees.

In this regard, the Debtors sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York  
to continue their existing workers' compensation programs and pay
prepetition workers' compensation premiums, claims and related
expenses.

                          Funded Program

The Debtors maintain workers' compensation coverage for their
employees in various states.  In Washington, the Debtors
participate in a "monopolistic" workers' compensation insurance
program funded through, administered by, the Washington State
Department of Labor and Industries.  The Debtors pay premiums on
a quarterly basis under the Program to the Washington Labor
Department.

The Debtors estimate the Funded Premiums that have accrued for
the first quarter of 2006, but not yet paid as of the Petition
Date, to total $6,000.

                       Self-Insured Programs

The Debtors operate as self-insured employers in 15 states.  They
maintain a variety of self-insured workers' compensation programs
under which they pay applicable workers' compensation claims as
the claims arise.

Certain of the states require the Debtors to post various forms
of collateral as security for the Debtors' obligations to pay the
Self-Insured Claims in their jurisdictions.  The Debtors'
obligations under the Self-Insured Programs are secured by a
combination of letters of credit and surety bonds totaling
$80,000,000.

The Debtors estimate the Self-Insured Claims that have accrued
but not yet paid as of the Petition Date to total $62,000,000.

                        Insured Programs

The Debtors maintain high-deductible and no-deductible workers'
compensation and employers' liability insurance programs with The
Hartford in 18 states.  Under the insured Programs, insurance
coverage is provided by Hartford in the Insured States for
workers' compensation claims in amounts required under applicable
law and employer liability losses of up to $1,000,000 per
accident.  The Debtors are obligated to pay an annual premium and
reimburse Hartford, up to $2,000,000 per claim for the loss
payments that Hartford makes in respect of coverage deductibles.

The Debtors estimate the Insured Premiums that accrued but not
yet paid as of the Petition Date to total $200,000.  The Insured
Claims paid by Hartford but not yet reimbursed by the Debtors as
of the Petition Date aggregate $2,750,000.  The Insured Claims
not yet paid by Hartford or the Debtors total $19,700,000 as of
the Petition Date.

Hartford has required the Debtors to post collateral, in the form
of irrevocable letters of credit, to secure their obligations
under the current workers' compensation and employers' liability
insurance policies, as well as other liability insurance
policies, with Hartford.

The outstanding letters of credit the Debtors posted in support
of the Hartford Insurance Policies total $41,000,000.  All claims
under the Insurance Policies are subject to an aggregate
$9,000,000 deductible.

           Importance of Workers' Compensation Program

Michael J. Burns, chairman of the board, president, chief  
executive officer, and chief operating officer of Dana  
Corporation, contends that if workers' compensation coverage is
not maintained as required by state laws, without interruption:

   -- employees could bring lawsuits for potentially unlimited
      damages;

   -- the Debtors' ongoing business operations in certain states
      could be enjoined; and

   -- the Debtors' officers could be subject to criminal
      prosecution.

There will be a risk that eligible claimants will not receive
timely payments with respect to employment-related injuries.  
This could have a negative impact on the financial well-being and
morale of the Debtors' employees and their willingness to remain
in the Debtors' employ, according to Mr. Burns.

                         Processing Costs

The Debtors also obtained permission to pay all costs incident to
the Self-Insured Programs and Insured Programs.  They estimate
the Prepetition Processing Costs that have accrued but unpaid as
of the Petition Date to total $300,000.

The Debtors rely primarily on Specialty Risk Services, LLC, a
Hartford affiliate, to process and pay workers' compensation
claims under the Self-Insured Programs and Insured Programs by
drawing on a $2,750,000 pre-funded account.

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)


DEEP RIVER: Wants Plan-Solicitation Period Stretched to June 24
---------------------------------------------------------------
Deep River Development Group, L.L.C., asks the U.S. Bankruptcy
Court for the District of New Jersey to extend the period within
which it has the exclusive right to solicit acceptances of a plan
to June 24, 2006.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtor delivered a Disclosure Statement explaining its Plan to the
Bankruptcy Court.

The Debtor believes that the extension will give them more time to
solicit acceptances and resolve any plan-related objections that
may be filed.

Under the Plan, as reported in the Troubled Company Reporter on
Aug 16, 2005, these secured claims will be paid in full:

   Secured Creditor                       Claim Amount
   ----------------                       ------------
   Lee County Tax Assessor                     $23,783
   G.P.G. Development, LLC                  $3,884,000
   John and Lisa Schmidlin                    $683,683
   Sea Jade Holding, LLC                      $364,208
   LaRue Management, Inc.                     $125,894
   Sycamore/Custom Living LLC                 $644,462
   Valley Club Investment Group               $462,887
   Custom Living Investment Group I, LLC      $167,009
   Al Prince & Associates                      $35,952
   
General unsecured creditors, owed $1,039,695, are impaired.  The
Disclosure Statement does not discuss how the Debtor will pay
unsecured claims, nor does the Debtor indicate what creditors
could expect to receive if the estate were liquidated under
chapter 7 of the Bankruptcy Code.

The Debtor's two equity holders -- Valley Club Investment Group
III, LLC (1%), and Custom Living Investment Group I, LLC (99%) --
will retain their equity interests in the Reorganized Debtor.

                         Plan Funding

The Debtor obtained a $29 million real estate construction loan
commitment from Long Ridge Capital Associates LLC.  The loan will
refinance the development of the Debtor's property to attract a
higher market value.

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  Morris S. Bauer, Esq., at
Ravin Greenberg PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,630,651 in assets and $7,259,431 in debts.


DELTA MILLS: Moody's Withdraws Junk Rating on $150M Senior Notes
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Delta Mills,
Inc.  Moody's has withdrawn these ratings for business reasons.

These ratings were affected:

   * The Caa1 rating on the original $150 million issue of 9.625%
     guaranteed senior unsecured notes due August 2007;

   * The B3 Corporate Family Rating.

Delta Mills, Inc., based in Greenville, South Carolina, is the
sole wholly-owned subsidiary of Delta Woodside Industries Inc.  
The company is a vertically integrated manufacturer of woven and
knitted textile products using textured and spun yarns.  The
company had revenues of $151 million for the twelve months ended
Dec. 31, 2005.


DOMINO'S PIZZA: January 1 Balance Sheet Upside-Down by $510 Mil.
----------------------------------------------------------------
Domino's Pizza, Inc. (NYSE: DPZ), announced results for the fourth
quarter and fiscal 2005, each ended Jan. 1, 2006.

Domino's earned $108.3 million of net income on $1.5 billion
of revenues for the fiscal year ended Jan. 1, 2006, and
$40.2 million on $458.7 million of revenues for the three months
ended Jan. 1, 2006.

Revenues were down 4.4% for the fourth quarter, due primarily to
the negative impact of the 53rd week in 2004 and were up 4.5% for
the full year, driven primarily by increases in revenues in all
business segments.

Net income was up $13.2 million for the fourth quarter and up
$46 million for the full year, driven primarily by a gain
recognized from the sale of an equity investment in our master
franchisee in Mexico.

Net income was also favorably impacted by higher same store sales
and store counts, higher volumes in our distribution business,
lower food and insurance costs and lower interest expense, offset
in part by increases in general and administrative costs,
including the adoption of the SFAS 123R stock option expensing
standard in 2005, and the impact of the 53rd week in 2004.

The Company's balance sheet at Jan. 1, 2006, showed $456,351,000
in total assets and liabilities of $967,336,000 in total
liabilities, resulting in a stockholders' deficit of $510,985,000.

David A. Brandon, Domino's Chairman and Chief Executive Officer,
said: "Fiscal 2005 was truly a special year for Domino's Pizza and
our shareholders.  For our domestic business, it was our twelfth
consecutive year without a negative annual same store sales
comparison. Our international business continued its string of 48
consecutive quarters of same store sales growth.  Virtually every
element of our plan came together in 2005. Strong products and
promotions, backed by increased advertising, resonated with our
customers.  Significant increases in volumes created operational
challenges for us, and our operators at both Team USA and our
franchised stores did a good job of responding to the challenge.  
And, our international team continued to make a strong
contribution with extraordinary store growth and overall, produced
another banner year."

The Company's reported financial results in 2005 are not
comparable to the reported financial results in 2004 due to
several factors, including:

      -- expenses incurred in 2005 related to the adoption of SFAS
         123R stock option expensing standard;

      -- charges incurred in 2005 related to the Netherlands
         operations;

      -- expenses incurred in 2005 related to the departure of the
         Company's former CFO, primarily comprised of non-cash
         compensation expenses and a cash separation obligation;

      -- the gain in 2005 on the sale of the equity investment in
         the Company's Mexican master franchisee;

      -- the estimated effect on income of the 53rd week in 2004;     

      -- charges incurred in 2004 related to the change in
         accounting for leases; and

      -- expenses incurred in connection with the Company's 2004
         initial public offering.

                    Sale of Equity Investment

During the fourth quarter of 2005, the Company sold its equity
investment in Alsea S.A. de C.V., its master franchisee in Mexico.
In connection with this transaction, the Company received proceeds
of approximately $25.5 million and recorded a gain of
approximately $22.1 million ($13.7 million net of tax) in the
fourth quarter of 2005, or 19.9 cents per diluted share for fiscal
2005.

Founded in 1960, Domino's Pizza -- http://www.dominos.com/-- is   
the recognized world leader in pizza delivery.  Domino's is listed
on the NYSE under the symbol "DPZ."  Through its primarily
franchised system, Domino's operates a network of 7,945 franchised
and Company-owned stores in the United States and more than
50 countries.  The Domino's Pizza(R) brand, named a Megabrand by
Advertising Age magazine, had global retail sales of more than
$4.6 billion in 2004, comprised of nearly $3.2 billion
domestically and more than $1.4 billion internationally.  Domino's
Pizza was named "Chain of the Year" by Pizza Today magazine, the
leading publication of the pizza industry and is the "Official
Pizza of NASCAR(R)."


ENRON CORP: KBC Bank Hold $162.3 Million General Unsecured Claim
----------------------------------------------------------------
Enron Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement agreement with
KBC Bank, N.V., as agent, relating to Claim No. 11975.  KBC is
the agent for:

   -- CoBank,
   -- ACB,
   -- Bank Hapoalim B.M.,
   -- ING (U.S.) Capital LLC,
   -- Banca popolare di Milano,
   -- Deutsche Bank Trust Company Americas,
   -- Barclay's Bank, PLC, and
   -- Societe Generale.

Deutsche and Barclays are defendants in the MegaClaims
Litigation.

In June 2000, Enron North America Corp., on one hand, and Tenaska
Energy, Inc., Tenaska Energy Holdings, LLC, Tenaska Cleburne,
LLC, Continental Energy Services, Inc., and Illinova Generating
Company, on the other, entered into a purchase agreement,
pursuant to which ENA agreed to cause one or more entities to
acquire the general partner interests in Tenaska IV Texas
Partners, Ltd.  Before closing, ENA assigned the GP Purchase
Agreement to Ponderosa Pine Energy, LLC, an indirect wholly owned
subsidiary of Delta Power Company, LLC.

PPE's acquisition of the general partnership interests was
financed through a loan agreement between PPE and KBC, as agent
for various lenders, dated June 30, 2000, Melanie Gray, Esq., at
Weil, Gotshal & Manges, LLP, in New York, relates.

In connection with the KBC Loans, in June of 2000, Enron Corp.
and KBC entered into a total return swap, which consisted of:

   -- an International Swap Dealers Association Master Agreement
      and related schedule; and

   -- a Total Return Swap Confirmation.

                             KBC Claim

In October 2002, KBC filed Claim No. 11975, a general unsecured
claim for $216,390,440, plus contingent and unliquidated amounts
against Enron alleging amounts owing under the Total Return Swap.

Enron objected to the Claim asserting that KBC is not entitled to
any funds under the Total Return Swap for three reasons:

   1. KBC's floating payment obligation under the Total Return
      Swap is greater than the amount of Enron's fixed payment
      obligation;

   2. The Lenders are being made whole through PPE's continuing
      loan repayments; and

   3. The Lenders have not suffered any loss or damages and, as
      they violated the express terms of the Total Return Swap,
      they are barred from seeking to enforce it.

KBC responded to the Objection in June 2005.  In the next month,
Enron sought summary judgment on the Objection.  KBC subsequently
filed a cross-motion for summary judgment.

                        Settlement Agreement

Enron entered into negotiations to resolve Claim No. 11975 and
the Objection.  The principal terms of the Settlement Agreement
are:

A. $162,300,000 Allowed Claim

   Claim No. 11975 will be allowed as a Class 4 general unsecured
   claim against Enron for $162,300,000.  Distributions on the
   Claim will be made to KBC in accordance with the Reorganized
   Debtors' Chapter 11 Plan, and KBC will make pro rata
   distributions to the Lenders.

B. Clawback Provision

   Deutsche and Barclays will be entitled to assign their pro
   rata distributions of Claim No. 11975 free and clear of the
   Reorganized Debtors' objections raised in the MegaClaims
   Litigation, provided that Deutsche and Barclays must fully
   reimburse the Reorganized Debtors for their pro rata
   distributions of Claim No. 11975 under certain circumstances.

C. Mutual Releases

   Enron, KBC and the Lenders will mutually release one another
   provided that Enron will not grant any releases to Barclays or
   Deutsche with respect to any potential liability under
   the MegaClaims Litigation.

D. Disallowed Scheduled Liabilities

   All scheduled liabilities related to Claim No. 11975 will be
   disallowed and expunged.

The Settlement preserves all of the Reorganized Debtors' claims
against Deutsche and Barclays in the MegaClaim Litigation.

The Court approves the Settlement Agreement.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.  
(Enron Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EMERITUS CORP: Gets $4.96 Million from Exercise of Warrants
-----------------------------------------------------------
Emeritus Corp aka Emeritus Assisted Living issued 898,766 shares
of common stock pursuant to the exercise of warrants to purchase
an aggregate of 1,100,000 common shares.

On March 6, 2006, 829,597 common shares were issued pursuant to a
"net exercise" provision of the warrants in which 170,403 shares
subject to the warrants were used to pay the exercise price of
$4.2 million.  The shares used to pay the exercise price were
valued at $24.65 per share under the terms of the warrants.  

On March 8, 2006, 69,169 common shares were issued pursuant to a
"net exercise" provision of the warrants in which 30,831 shares
subject to the warrants were used to pay the exercise price of
$760,000.  The shares used to pay the exercise price were valued
at $24.65 per share under the terms of the warrants.

The shares were issued and sold in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended.

Emeritus Corp aka Emeritus Assisted Living --
http://www.emeritus.com/-- is a national provider of assisted  
living and related services to seniors.  Emeritus is one of the
largest developers and operators of freestanding assisted living
communities throughout the United States.  These communities
provide a residential housing alternative for senior citizens who
need help with the activities of daily living with an emphasis on
assistance with personal care services to provide residents with
an opportunity for support in the aging process.  Emeritus
currently holds interests in 182 communities representing capacity
for approximately 18,400 residents in 34 states.

As of September 30, 2005, Emeritus' equity deficit widened to
$134,220,000 from a $128,319,000 equity deficit at Dec. 31, 2004.


EXIDE TECHNOLOGIES: Wants Court to Okay Deere Credit Settlement
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement agreement with Deere Credit, Inc.

On December 23, 1997, the Debtors and General Electric Capital
Corporation entered into a master lease agreement for the lease of
certain equipment.  The Debtors and GECC executed several
equipment schedules to the Master Agreement.

Subsequently, GECC assigned all of its rights, title and interest
in, and to, the Agreement and the Equipment, to Deere Credit,
Inc., formerly known as Senstar Finance Company.

On March 24, 2003, the Debtors filed an adversary proceeding --
the Recharacterization Litigation -- against various defendants,
including Deere Credit.

James O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, relates that the
Recharacterization Litigation sought a declaration that certain
purported leases, including the Master Agreement, are actually
disguised financing agreements.  Deere Credit responded to the
complaint and asserted that the Master Agreement is a "true
lease."

The Recharacterization Litigation is currently pending before the
Court.

Mr. O'Neill informs Judge Carey that the Reorganized Debtors and
Deere Credit have reached a consensual settlement regarding the
Recharacterization Litigation and the claims and defenses set
forth in the Litigation.

The Reorganized Debtors ask the Court to approve their settlement
agreement with Deere Credit.

The terms of the Settlement Agreement are:

    (a) Deere Credit will waive, release and withdraw with
        prejudice all of its claims against the Reorganized
        Debtors, subject to reservations;

    (b) The Reorganized Debtors will renew the Master Agreement
        for an additional two-year term, effective upon expiration
        of the current term.  The quarterly rent payable during
        the renewal term will equal 73% of the quarterly rent
        payable during the initial term and be payable quarterly,
        in arrears;

    (c) The Reorganized Debtors will have the option to purchase
        from Deere Credit, at any time after the Closing Date,
        equipment identified on a schedule to the Settlement
        Agreement that is presently leased or subleased by the
        Reorganized Debtors to Daramic, Inc.;

    (d) On each of the first, second, and third month after the
        Closing Date, the Reorganized Debtors will pay $63,243 to
        Deere Credit, in cash or other immediately available
        funds;

    (e) Except as provided in the Settlement Agreement, Deere
        Credit will waive any default under the Master Agreement
        that occurred on or prior to the Closing Date.  In
        addition, Deere Credit will waive, with prejudice, any and
        all accrued but unpaid late charges due under the
        Master Agreement as of the Closing Date, aggregating
        $154,195;

    (f) All other terms of the Master Agreement not inconsistent
        with the terms of the Settlement Agreement will remain in
        full force and effect;

    (g) The Reorganized Debtors will voluntarily dismiss, with
        prejudice, the Recharacterization Litigation as to Deere
        Credit; and

    (h) The Settlement Agreement will not be construed as an
        admission or concession by any party of the truth of any
        allegation or the validity of any claim asserted in the
        Recharacterization Litigation, and all the allegations are
        expressly denied.  Specifically, nothing in the Settlement
        Agreement will be deemed an admission that the Agreement
        is, or is not, a financing agreement that creates a
        security interest or that it is, or is not, a "true
        lease".

The Reorganized Debtors believe that the terms of the Settlement
Agreement provides a substantial benefit to the estate as it will
waive accrued but unpaid late charges due under the Master
Agreement as of the Closing Date.

In addition, the Equipment subject to the Master Agreement is
essential to the operation of the Reorganized Debtors' businesses
and could not be replaced within a reasonable amount of time or
at a reasonable cost, Mr. O'Neill says.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and        
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+' because of
Exide's continued poor operating performance and rising debt
leverage.

The senior secured rating on Exide's recently enlarged first-lien
credit facility was lowered to 'CCC' from 'B-', and the recovery
rating was lowered to '2' from '1', because of the lower corporate
credit rating and the weaker asset protection for the enlarged
facility.  The senior secured rating and the recovery rating
reflect Standard & Poor's expectation that lenders will realize a
substantial recovery of principal (80%-100%) in the event of
default or bankruptcy.
     
The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


FAIRPOINT COMMS: Reports $6.5 Mil. Income from Operations in 2005
-----------------------------------------------------------------
FairPoint Communications, Inc., (NYSE: FRP), disclosed its
financial results for the fourth quarter ended Dec. 31, 2005.

Consolidated revenues for the twelve months ended Dec. 31, 2005,
were $262.8 million, an increase of $10.2 million or 4% compared
to the twelve months ended Dec. 31, 2004.  Excluding the impact of
acquisitions, revenues for the twelve months ended Dec. 31, 2005,
grew $4.5 million or 1.8% compared to the twelve months ended
Dec. 31, 2004.  

Revenue growth was the result of increases in data and Internet
services revenue and long distance revenue as well as positive
non-recurring interstate revenue settlement adjustments related to
prior years, which offset expected decreases in Universal Service
Fund revenue and intrastate access revenue.

Income from operations decreased $6.5 million to $67.0 million for
the twelve months ended Dec. 31, 2005, driven principally by the
increase in expenses and the increased percentage of lower margin
unregulated revenues in the total business mix due to HSD and long
distance revenue growth.

At Dec. 31, 2005, the Company's balance sheet showed $908,139,000
in total assets and $661,291,000 in total liabilities.

The Company generated $18.9 million of Cash Available for
Dividends during the fourth quarter compared to dividends paid
during the quarter of $13.8 million and it increased its
Cumulative Cash Available for Dividends to $23 million at
Dec. 31, 2005, up from $17.8 million at Sept. 30, 2005, an
increase of 29%.  

Additional highlights for the fourth quarter included:

     -- revenues for the fourth quarter of 2005 increased
        $6.1 million or 9.6% over the fourth quarter of 2004;  

     -- adjusted EBITDA for the fourth quarter of 2005 was
        $37.6 million versus $35.6 million for the same period
        last year.

     -- high-speed data penetration increased to 18.6% of voice
        access lines as of Dec. 31, 2005, compared to 14.5% as of
        Dec. 31, 2004.

     -- at Dec. 31, 2005, access line equivalents (voice access
        lines and HSD subscribers, which include DSL, cable modem
        and wireless broadband) totaled 288,899 compared to
        274,934 at Dec. 31, 2004.

"FairPoint improved its dividend payout ratio in the fourth
quarter and carried forward a strong Cumulative Cash Available for
Dividend balance," said Gene Johnson, Chairman and CEO of
FairPoint.  "The Board of Directors has indicated its intention to
continue paying the quarterly dividend at the current level for
2006.  We believe our results clearly indicate that we entered
2006 with strong financial and operational foundations to support
continued growth.  I want to thank the entire FairPoint team for
their continued 'customer-first' focus.  Their hard work will
continue to help our Company grow and provide opportunities for
increased shareholder value."

FairPoint Communications, Inc., provides communications services
to rural communities across the United States.  Incorporated in
1991, FairPoint's mission is to acquire and operate
telecommunications companies that set the standard of excellence
for the delivery of service to rural communities.  Presently,
FairPoint owns and operates 28 rural local exchange companies
located in 17 states, offering an array of services, including
local and long distance voice, data, Internet and broadband
offerings.

                         *     *     *

Standard & Poor's Ratings Service upgraded FairPoint
Communications' credit rating to BB- on March 22, 2005.  


FORD MOTOR: Supplier Base Concerns Cue Fitch to Pare Low-B Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'BB' from 'BB+'.  
This rating action does not affect any of the short-term ratings.

The downgrade is based on increasing concerns over the deep
stresses in the supplier base, which will restrict Ford's ability
to reduce costs in this area.

Factors pointing toward higher direct costs from Ford's supplier
base include:

     * the potential for labor actions,
     * supply disruptions,
     * price increases,
     * potential financial support, and
     * costs related to re-sourcing and double-sourcing.

Coupled with other factors pressuring margins, including:

     * legacy costs,
     * pricing competition,
     * high commodity costs, and
     * mix issues.

This will challenge Ford's ability to stabilize operating cash
flows in the face of declining market share.  Further market share
losses and negative cash flows (including restructuring charges)
are expected to continue through 2006, leading to a Negative
Outlook.  With a number of assembly plants scheduled for closure
over the next several years, Ford will need to arrest market share
losses (1.1% in North America in 2005) through continued,
successful new product introductions or face an even further cycle
of cost reductions.

With a number of major suppliers to Ford in bankruptcy and deep
financial stresses throughout the supply base, it will be
difficult for Ford to get efficiency and pricing benefits out of
this portion of its cost base.  The risks of production
disruptions and/or various forms of financial support are
elevated, not just from tier one suppliers but throughout the
supply chain.  The U.S. automotive supplier base will be going
through a period of wrenching adjustment over the near term, with
an acceleration of facility closures, headcount reductions and a
transition of the manufacturing base to lower-cost locales.  
Financial stress is increasing throughout the supply chain,
receivables-based financing has been severely curtailed and access
to capital is limited.  High commodity costs are also likely to
provide little relief in 2006.

Ford's margins in the first half of 2006 will also be affected by
a high level of fleet sales, which reached 41% of deliveries in
February.  Fitch notes that pricing of vehicles to the daily
rental market have shown steady increases recently, but this level
of fleet sales will continue to pressure the revenue line.  
Despite continuing share losses through 2005, revenues going
forward are supported by healthy F-Series volumes and certain car
lines.  Fourth quarter North American revenues increased 4.9%
despite a 3.3% decline in volumes, and North American operating
losses were limited despite the full-quarter impact of the
acquired Visteon assets.  Over the longer term, Ford will face
increased price competition for its key F-Series lineup in late
2006 and into 2007 from the opening of a new Toyota plant and
refreshed products from GM.

Charges and cash outflows related to employee buyout programs are
expected to continue over the intermediate term as Ford attempts
to take out structural costs apace with capacity reductions.  
Capacity reductions in the near-term include several plants that
are producing outdated product (Atlanta/Taurus) or declining
demand (St.Louis/Explorers).  Ford's product lineup, operating
profile, progress in reducing costs, and liquidity provide ample
resources with which to address its structural cost issues through
to the September 2007 UAW contract re-opening.  Prior to this
date, Ford may benefit from any concessions that the UAW grants to
other suppliers or OEMs.  Ford has made steady progress on its
cost structure, moderating operating losses as market share losses
persist.  In particular, Ford has been able to realize benefits
from its efforts to reduce headcount and benefits across its
salaried and hourly workforces.  Warranty costs were up
substantially in 2005, and remain a concern. Including
restructuring-related outflows, Ford is expected to produce
modestly negative cash flow in 2006.

Ford has made significant improvements at the Premier Automotive
Group, turning substantial operating losses into modest
profitability in the fourth quarter of 2005.  Nevertheless, Jaguar
continues to suffer significant losses, and Volvo sales continue
to steadily decline.  It remains uncertain whether this segment
will return to being a key risk factor or whether the recent
improvement can lead to sustained profitability.

Ford's liquidity remains strong with $25.1 billion in cash and
short-term VEBA and $6 billion in long-term VEBA.  Liquidity at
the automotive operations increased in 2005 with the $5.6 billion
sale of Hertz and $2.75 billion in dividends from Ford Credit.  
Ford also added $2.7 billion to its pension and long-term VEBA
funds and reduced debt by $500 million.  Total debt at the
automotive operations was $18 billion at Dec. 31, 2005, down from
$19.8 billion in 2003.  On balance-sheet liabilities declined
slightly, and amendments to Ford's salaried and white-collar
healthcare and pension plans are expected to lead to a decline in
these liabilities.  Cash savings in the near term, however, will
be minimal.  Dividends from Ford Credit are likely to decline
substantially in 2006.

The ratings of Ford Motor Credit Co. are linked to those of Ford
due to the close business relationship between them.  Fitch
expects FMCC's earnings and dividends to decline noticeably going
into 2006 primarily due to lower receivables outstanding and
margins.  FMCC has benefited from lower provision expense, as the
quality of its receivables pool has increased, the pace of these
improvements is expected to slow going forward.  Fitch believes
that FMCC maintains a good degree of liquidity relative to its
rating.  Supporting this is FMCC's ability to sell or securitize a
broad spectrum of assets such as retail finance, lease, and
wholesale loans.  Moreover, FMCC continues to hold high cash
balances and its assets mature faster than its debt.

Fitch downgrades these ratings with a Negative Rating Outlook:

   Ford Motor Co.
     -- Issuer Default Rating to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Motor Credit Co.
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   FCE Bank Plc
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Capital B.V.
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Credit Canada Ltd.
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Motor Capital Trust II
     -- Preferred stock to 'B+' from 'BB-'.

   Ford Holdings, Inc.
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Motor Co. of Australia
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Credit Australia Ltd.
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   PRIMUS Financial Services (Japan)
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Credit de Mexico, S.A. de C.V.
     -- IDR to 'BB' from 'BB+'.

   Ford Motor Credit Co. of New Zealand
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.

   Ford Credit Co S.A. de CV
     -- IDR to 'BB' from 'BB+';
     -- Senior debt to 'BB' from 'BB+'.


FOSTER WHEELER: Balance Sheet Upside-Down by $341.15M at Dec. 30
----------------------------------------------------------------
Foster Wheeler Ltd. (Nasdaq: FWLT) discloses its full-year and
fourth-quarter financial results for the year ended Dec. 30, 2005.  

For the full-year 2005, net earnings were $63.7 million, excluding
an after-tax charge of $113.7 million relating to the revaluation
of the Company's 15-year asbestos liability and insurance asset
estimates, and a primarily non-cash after-tax accounting charge of
$59.7 million recorded in conjunction with the successful Trust
Preferred Securities and Senior Notes exchanges and the common
stock purchase warrant offers.  The net loss for the full-year
2005, including these charges, was $109.7 million.

The Company's operating revenues for the full year 2005 were
$2.2 billion, compared to $2.7 billion in 2004.  Operating
revenues for the Global E&C Group over the same period were
$1.5 billion, down from $1.7 billion in 2004, and the Global
Power Group's operating revenues were $728.0 million, down from
$988.6 million in 2004.  The lower revenues in 2005 versus 2004
were primarily due to a reduction in reimbursable flow-through
costs, on which the Company earns no mark-up, in the Global E&C
Group, and the completion in 2004 of several large lump-sum
turnkey contracts in the Global Power Group.

For the fourth-quarter 2005, net earnings were $9.8 million,
excluding the $113.7 asbestos-related charge and a primarily
non-cash accounting charge of $18.2 million related to the
successful Senior Notes exchange and the common stock purchase
warrant offers.  The net loss for the fourth quarter of 2005,
including the charges, was $122.1 million.

At Dec. 30, 2005, Foster Wheeler's balance sheet showed
$1,894,706,000 in total assets and $2,235,864,000 in total
liabilities, resulting in a $341,158,000 stockholders' deficit.  
Foster Wheeler's liabilities exceeded assets by $525,565,000 at
Dec. 31, 2004.

"At the beginning of 2005, recognizing the enabling effect of our
very successful equity-for-debt exchange in September 2004, and
believing that the initiatives we had adopted from 2002 through
2004 would provide a quality backlog and very good operating
practices, we knew we had to deliver solid financial results,"
said Raymond J. Milchovich, chairman, president and chief
executive officer.  "Therefore, we stated that our priority would
be to book new business, build quality backlog, and deliver 'best
in class' products and services which consistently met or exceeded
our clients' expectations.  During 2005, we did exactly what we
said we needed to do.  Compared to 2004, new orders in 2005 were
up by over 70 percent to $4.2 billion and backlog increased by
over 80 percent to $3.7 billion.  The excellent operational
performance of our Global Engineering and Construction operations
in Continental Europe and the United Kingdom, the much-improved
performance of our Global Power operations in Europe and the solid
performance of all of our other operations contributed to the
significant increase in EBITDA in these two segments in 2005.

"We also said that we would continue to strengthen our capital
structure in 2005," added Mr. Milchovich.  "We completed two
successful equity-for-debt exchanges in 2005, which reduced our
debt by an additional $220.5 million.  At year-end 2005, our debt
was $315.4 million, its lowest level in over fifteen years.  In
addition, in January 2006, we successfully completed common stock
purchase warrant offers and plan to use the $75 million cash
proceeds from these offers in our debt reduction program in 2006.  
All three of these debt reduction initiatives will be accretive to
expected 2006 diluted earnings per share, excluding one-time
accounting adjustments.

"In addition to a very strong business-winning and operational
performance, most of the markets we serve are already in, or are
entering, an investment phase.  I believe we have the right
products, skills and expertise to capitalize on these
opportunities."

                             Asbestos

During 2005, the Company continued quarterly monitoring of its
actual experience regarding its domestic asbestos liability and
compared it with its 15-year forecast made at year-end 2004.  At
year-end 2005, the Company and its consultants determined that it
was appropriate to revise its 15-year estimate of domestic
asbestos indemnity and defense costs as well as its related
estimate of insurance assets.  The Company subsequently increased
its 15-year estimate of domestic asbestos indemnity and defense
costs to $516 million and revised its related estimate of
insurance assets to $320 million, of which $115 million is
contested in ongoing coverage litigation.  As a result of the
revision of its estimates, the Company recorded a charge to
earnings of $113.7 million in the fourth quarter of 2005.

While the pending asbestos insurance coverage litigation has been
ongoing, the Company has entered into a number of settlement
agreements with various insurers.  The Company has engaged in
settlement discussions with various remaining unsettled insurers
in 2005 and intends to continue to negotiate additional
settlements where achievable on a reasonable basis while the
litigation proceeds.  An adverse outcome in the insurance
litigation could significantly limit the Company's insurance
assets.  However, a favorable outcome in all or part of the
litigation could significantly increase available insurance assets
above its current estimate.

The Company has included in its cash-flow and liquidity forecasts
the potential funding from its own cash of a portion of its
asbestos liabilities in 2006.  These forecasts also assume no
additional settlements with insurance companies in 2006.

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global
company offering, through its subsidiaries, a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation
services.  Foster Wheeler serves the refining, upstream oil and
gas, LNG and gas-to-liquids, petrochemical, chemicals, power,
pharmaceuticals, biotechnology and healthcare industries.  The
corporation is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, New Jersey, USA.

                         *     *     *

On Feb. 7, 2006, Standard & Poor's Ratings Services revised its
outlook on Foster Wheeler Ltd. to stable from negative.  At the
same time, Standard & Poor's affirmed its 'B-' corporate credit
rating and 'CCC+' senior secured debt rating on the Clinton, New
Jersey-based engineering and construction company.  


GLIMCHER REALTY: Earns $9.8 Mil. of Net Income in Fourth Quarter
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), discloses its financial
results for the fourth quarter and full year ended Dec. 31, 2005.

Net income available to common shareholders in the fourth
quarter of 2005 was $9.8 million, as compared to net income of
$5.7 million, in the fourth quarter of 2004.  Funds From
Operations in the fourth quarter of 2005 was $29.4 million,
compared to $28.1 million in the fourth quarter of 2004.  

For the twelve months of 2005, net income available to common
shareholders was $3.4 million, compared to net income of
$29.4 million, in the twelve months of 2004.  FFO for the twelve
months of 2005 was $77.7 million, as compared to $89.6 million in
2004.  

"We are extremely proud of our 2005 accomplishments," stated
Michael P. Glimcher, President and CEO.  "With our enhanced
management team now in place, the addition of a new strategic
acquisition joint venture partner and an improved balance sheet,
we remain optimistic regarding growth prospects for 2006."

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust's
Series F and Series G preferred shares are listed on the New York
Stock Exchange under the symbols "GRT.F" and "GRT.G."  Glimcher
Realty Trust, a real estate investment trust, is a component of
the Russell 2000 Index, representing small cap stocks, and the
Russell 3000 Index, representing the broader market.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Standard & Poor's Ratings Services revised its outlook on Glimcher
Realty Trust to stable from negative.  At the same time, S&P
affirmed the company's BB corporate credit and B preferred stock
ratings.  S&P noted that $210 million in outstanding rated
preferred stock was affected.


GRAFTECH INT'L: Balance Sheet Upside Down by 209.6-Mil. at Dec. 31
------------------------------------------------------------------
GrafTech International Ltd. (NYSE:GTI) disclosed its financial
results for the fourth quarter and year ended December 31, 2005.

For the three months ended Dec. 31, 2005, the company reported a
$148 million net loss compared to $8.9 million of net income for
the same period of 2004.  For the full year ended Dec. 31, 2005,
the company had a $125.2 million net loss compared to $17 million
of net income for the same period of 2004.

Craig Shular, chief executive officer of GTI, commented, "In 2005,
EAF steel production was virtually flat versus 2004.  Although
2005 annual EAF steel production was lower than originally
expected, graphite electrode customers took their full contracted
volumes for 2005, which resulted in higher customer electrode
inventory levels going into 2006."

                          ETM Highlights

GTI's Advanced Energy Technology subsidiary was awarded Frost and
Sullivan's 2005 Award for Excellence in Technology for the
successful development and commercialization of innovative high
tech materials.  It also recognizes the overall technical
excellence of a company and its commitment to technology
innovation.

During the 2005 fourth quarter, GTI's ETM solutions were approved
for use in three new applications, including the first approval
for use of its eGRAF(R) SpreaderShield(TM) natural graphite family
of materials in a smart phone application.  Smart phones are a
growing segment of the new generation cell phone market,
capitalizing on the growing trend of convergence of multiple
functions in cell phones.

GTI also received its first approval for the use of its ETM
materials in a micro projector application, and its second
approval in the ruggedized laptop segment, during the 2005 fourth
quarter.  Mr. Shular stated, "Efficient thermal management in
electronic devices is a major challenge for manufacturers.  Our
ETM materials and solutions address this challenge, and at the
same time enable electronic device manufacturers to capitalize on
the growing trend of miniaturization and increased power in a more
cost efficient manner."

                             Corporate

Selling, general and administrative and research and development
expenses were $29 million in the 2005 fourth quarter as compared
to $25 million in the 2004 fourth quarter.  The increase was
primarily due to a $1 million increase in research and development
expense to support growth in the company's ETM product line,
and a $2 million increase in administrative expense, including
$1 million of expense related to restricted stock granted to GTI
employees during 2005 as part of the company's long term incentive
program.  The company expects to recognize about $3.3 million of
restricted stock expense in 2006 related to that grant.  The
company realized an increase of $1 million of other administrative
expense.

Other expense, net, was $4 million in the 2005 fourth quarter,
primarily as a result of the negative impact of changes in
currency exchange rates on the company's euro-denominated
inter-company loans.

During the 2005 fourth quarter, GTI recorded a net restructuring
charge of $9 million related to its previously announced
productivity and cost savings program.  The company also recorded
a $3 million charge related to the impairment of its long-lived
carbon electrode fixed assets in Columbia, Tennessee.  The
company's carbon electrode product line is facing significant
production cost increases and pricing pressure.  Given the recent
performance of, and outlook for, its carbon electrode product
line, GTI has been exploring strategic alternatives for this
product line.  The company now expects to completely exit these
operations over the next 12 months.  GTI expects to record closure
expenses of approximately $2 million in 2006 and $3 million in
2007.  2005 net sales of carbon electrodes were $36 million, with
slightly negative earnings before interest and taxes.  GTI has
produced carbon electrodes in Columbia, Tennessee for almost
70 years.  Carbon electrodes are used primarily in the production
of silicon metal, which is used in the manufacture of aluminum.

Interest expense was $14 million in the 2005 fourth quarter as
compared to $12 million in the 2004 fourth quarter, primarily due
to higher interest rates and higher average borrowings.

Provision for income tax expense was $166 million in 2005 as
compared to $46 million in 2004.  GTI recorded a $150 million net
non-cash charge in the 2005 fourth quarter to increase the
valuation allowance against its U.S. deferred income tax assets.
An increase to the valuation allowance was determined to be
appropriate in accordance with Statement of Financial Accounting
Standards No. 109.  This adjustment does not affect the company's
ability to utilize the deferred income tax assets to reduce future
income taxes of its U.S. tax paying companies, and does not impact
any existing financial covenants or any other provisions of GTI's
existing credit or debt agreements.  The majority of these tax
assets represent existing and estimated excess foreign tax credits
that have extensive remaining useful lives.  Of the existing
excess foreign tax credit carry forwards, none will expire prior
to the end of 2010; specifically, $1 million will expire at the
end of 2010, $17 million in 2011, $37 million in 2012, $2 million
in 2013 and $9 million in 2015.  The remaining U.S. deferred tax
assets primarily represent temporary differences or other actual
and estimated credits that ultimately have a life in excess of ten
years.

The effective income tax rate in 2005, excluding the adjustment
described above and other special charges, was 38 percent.  GTI
estimates an effective 2006 book income tax rate of 37 percent
to 40 percent and an effective 2006 cash income tax rate of
32 percent to 35 percent.

Free cash flow before antitrust and restructuring payments was
$16 million in the 2005 fourth quarter, an increase of $31 million
from the 2004 fourth quarter, primarily due to improved cash flow
from operations.  The company paid $2 million of restructuring and
$5 million of antitrust related payments in the 2005 fourth
quarter.

                              Outlook

Mr. Shular commented on the outlook stating, "GTI expects global
economic conditions to remain relatively stable in 2006, with
global EAF steel production growth of approximately three percent.
On the cost front, significant price increases in petroleum based
raw materials and energy are expected to continue to put pressure
on our costs.  To combat these cost pressures, we have secured
firm pricing for 70 to 75 percent of our graphite electrode
production costs.  We anticipate holding graphite electrode
production cost increases to the 10 to 12 percent range."

Consistent with prior years, GTI expects graphite electrode volume
in the first quarter of 2006 to be the lowest quarter of the year
with anticipated volume of approximately 40 thousand metric tons.
The low volume quarter is due to customers taking full contract
volumes in the 2005 fourth quarter at lower 2005 prices,
contributing to a build of their graphite electrode inventories at
year end 2005.  Graphite electrode volume is expected to recover
in the second quarter of 2006, resulting in graphite electrode
sales volume for the first half of 2006 that is expected to be
similar to the first half of 2005.

At Dec. 31, 2005, GrafTech International Ltd.'s balance sheet
showed total assets of $886.8 million and $1.1 billion in total
liabilities, resulting to a $209.6 million stockholders' deficit.

GrafTech International Ltd. -- http://www.graftech.com/-- is one  
of the world's largest manufacturers and providers of high quality
synthetic and natural graphite and carbon based products and
technical and research and development services, with customers in
80 countries engaged in the manufacture of steel, aluminum,
silicon metal, automotive products and electronics.  Graftech
manufactures graphite electrodes and cathodes, products essential
to the production of electric arc furnace steel and aluminum.
Graftech also manufactures thermal management, fuel cell and other
specialty graphite and carbon products for, and provide services
to, the electronics, power generation, semiconductor,
transportation, petrochemical and other metals markets.  Graftech
is the leading manufacturer in all of our major product lines,
with 13 state of the art manufacturing facilities strategically
located on four continents.


GRUPO IUSACELL: December 31 Equity Deficit Widens to Ps$2 Billion
-----------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., reported its financial results for
the fourth quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Grupo Iusacell reported
a Ps$143 million of net income compared to a Ps$375 million net
loss for the same period in 2004.  

For the fiscal year ended Dec. 31, 2005, Grupo Iusacell's reported
a Ps$706,000,000 of net income compared to a Ps$2,055,000,000 net
loss for year ended Dec. 31, 2004.  For the 12 months ended
Dec. 31, 2005, the Company's total revenues increased to
Ps$6,122,000,000 from total revenues of Ps$4,862,000,000 for the
12 months ended Dec. 31, 2004.  

At Dec. 31, 2005, Grupo Iusacell's balance sheet showed
Ps$10,824,000,000 in total assets and Ps$12,900,000,000 in total
liabilities.

For the fourth quarter ended Dec. 31, 2005, total costs increased
to Ps$1,048,000,000 from total costs of Ps$976,000,000 for the
same period in 2004.  For the three months ended Dec. 31, 2005,
the Company's operating expenses increased to Ps$424 million from
Ps$387 million in operating expenses for the same period in 2004.

The increase in total costs for the fourth quarter of 2005
compared to the same period in 2004 is due to an increase in
interconnection and technical expenses offset in part by a
decrease in handset subsidy costs.

The increase in operating expenses for the fourth quarter of
2005 compared to the same period in 2004 is due to increases
in personnel expenses caused by an increase in the number of
full-time and part-time employees, the creation of regional sales
and customer care structures and an increase in professional fees
mainly related with debt restructuring.

Headquartered in Mexico City, Mexico, Grupo Iusacell, S.A. de C.V.
(Iusacell, BMV: CEL) is a wireless cellular and PCS service
provider in Mexico with a national footprint.  Independent of the
negotiations towards the restructuring of its debt, Iusacell
reinforces its commitment with customers, employees and suppliers
and guarantees the highest quality standards in its daily
operations offering more and better voice communication and data
services through state-of-the-art technology, including its
new 3G network, throughout all of the regions in which it operate.


GULFMARK OFFSHORE: Earns $8.2 Million in Quarter Ended December 31
------------------------------------------------------------------
GulfMark Offshore, Inc., (Nasdaq:GMRK) earned $8.2 million of net
income on revenue of $51.6 million for the quarter ended
Dec. 31, 2005.  This compares to $8.9 million of net income on
revenue of $41.4 million for the fourth quarter of 2004.  The
fourth quarter 2004 results include an income tax benefit of
$4.8 million resulting mainly from the release of deferred tax
liabilities related to a tax audit.

For the year ended Dec. 31, 2005, net income was $38.4 million
on record revenue levels of $204 million.  For the year ended
Dec. 31, 2004, the reported net loss was $4.6 million.  Operating
income for the year ended Dec. 31, 2005 was $59.7 million compared
to $15.9 million for the year ended Dec. 31, 2004.

The fourth quarter 2005 financial results, when compared to the
same period in 2004, reflect the continuation of a dramatic
turnaround in the market.  Operating income for the three months
ended Dec. 31, 2005, was $13.1 million, 79% higher than the
$7.3 million for the same period in 2004.  The increase in
operating income for the quarter was mainly driven by the 25%
increase in revenue from $41.4 million in 2004 to $51.6 million in
2005.  The increase in revenue resulted from:

     1) increased day rates in all regions;
     
     2) the addition of the Titan and Coloso late in the second
        quarter of 2005 and the addition of the Sea Intrepid in
        November 2005;

     3) full year impact of the Highland Citadel purchased in
        December 2004; and
   
     4) improved vessel utilization.

Mr. Bruce Streeter, President and COO of the Company commented:
"Our results for the fourth quarter and the year reflect continued
strength in our primary markets.  This is particularly true for
the North Sea as well as those locations where we have
repositioned our vessels to take advantage of the strengthening
worldwide conditions.  As we look ahead at 2006 and beyond, our
overall contract outlook continues to improve as we have already
secured approximately 75% contract cover for 2006 and 40% for
2007.  This should not only help provide earnings stability, but
also create a strong cash flow base as we embark on our recently
announced new build program.  In Southeast Asia, the continued
high level of utilization in 2005 is indicative of the dynamic
growth in that market.  Recently, we commented on the typical low
level of contract cover in Southeast Asia that we started the year
with.  I am pleased to announce that contract agreements now in
place bring cover for that region to more than 42% for 2006 and
almost 10% for 2007 compared to the 10% level for 2006 we had
previously identified.  In the Americas, a fully contracted
market, the average day rate in 2005 is slightly below the year
ago period; however, this is the result of a change in the mix of
our equipment as we expand in the area and not reflective of any
change in market dynamics.

"In continuation of the Company's strategy to enhance earnings
potential and build value, we committed to, and have begun to
build, six new 10,600 BHP AHTS vessels.  As we announced earlier
in the year, these vessels are of a new design developed by the
Company in conjunction with Keppel Singmarine.  They incorporate
attributes selected specifically to meet the needs of our customer
base when the vessels enter the market.  As a complement to the
six new vessels, we also acquired two vessels already under
construction, the Sea Guardian and the Sea Sovereign.  These
vessels are expected to deliver in the second and fourth quarters
of 2006, respectively.  Additionally, we are participating in a
joint venture for the construction of two large platform supply
vessels of the new Aker 09 design.  These vessels are expected to
deliver in the first and third quarters of 2007.  Previous vessel
additions were largely responsible for the dramatic improvement in
2005 earnings and we believe will continue to do so in years to
come.  The new build vessels reflect a disciplined approach to
matching our equipment to our customers' needs.  They will afford
us significant increases in asset value while enhancing our
earnings capacity at an exciting period of industry expansion.  
The year 2005 was a very strong year as we made great strides in
earnings, in developing contractual relationships, and in
expanding our areas of operations.  We expect all of these factors
will provide both stable forward earnings and growth potential as
both our mix and type of ships continues to improve."

At December 2005 the Company had working capital of $34.9 million,
including $24.2 million in cash.  The Company had total long
term debt of $247.7 million, consisting of $159.4 million of
7.75% senior notes, $8.6 million related to certain vessel
mortgages, $0.3 million related to the Aker Joint Venture
capital contribution (construction of the Aker PSV09 vessel),
and $79.4 million under our revolving credit facilities.

GulfMark Offshore, Inc. provides marine transportation services to
the energy industry through a fleet of fifty-nine (59) offshore
support vessels, primarily in the North Sea, offshore Southeast
Asia, and the Americas.

GulfMark' 7-3/4% Senior Notes, due July 15, 2014, carry Moody's
Investor Services' B2 rating and Standard & Poor's BB- rating.


HUDSON'S BAY: Posts $10 Million Net Loss in Fiscal Year 2006            
------------------------------------------------------------
Hudson's Bay Company discloses its financial results for the year
ending January 31, 2006.

Sales and revenue for the 52-week period was $6.946 billion
compared to $7.070 billion in the prior year.  Comparable store
sales for HBC declined 1.6% in 2005. In the fourth quarter,
comparable store sales declined 1.2%.

Operating income or earnings before interest and income taxes
declined to a loss of $170 million for the year.  Prior to
normalizing for non-comparable items, net loss and loss per share
for the year declined respectively to $175 million to net earnings
of $60 million in the prior year.

After excluding non-comparable items for the year, (reflecting
primarily a goodwill write-off of $138 million and restructuring
costs of $29 million, EBIT was $9 million and net loss was
$10 million.

Net debt levels declined $20 million in the year to $422 million.
Free cash flow for fiscal 2005 was $24 million, lower than last
year reflecting higher losses and capital expenditures, offset in
part by an improvement in working capital management.

                        Debt Repurchase

Hudson's Bay announced on March 8, 2006, that it intends to make
an offer to purchase all of its outstanding 7.50% unsecured medium
term notes due June 15, 2007 at a purchase price of CDN$1,020 in
cash for each CDN$1,000 principal amount of medium term notes,
plus accrued and unpaid interest up to and as at the date
immediately prior to the date on which the Company takes up the
medium term notes under the offer.

In connection with the offer, tendering debenture holders will be
asked to consent to an amendment to the indenture pursuant to
which the notes were created and issued to permit immediate
redemption of any medium term notes not tendered to the offer.

The offer will be conditional on, among other things, the Company
obtaining financing sufficient to consummate the offer and the
redemption of the medium term notes.

Hudson Bay intends to mail the offer as soon as reasonably
possible.  Sprott Securities Inc. has been retained as Soliciting
Dealer for the offer.

Hudson's Bay Company -- http://www.hbc.com/-- established in  
1670, is Canada's largest department store retailer and oldest
corporation.  The Company provides Canadians with the widest
selection of goods and services available through retail channels
that include more than 550 stores led by the Bay, Zellers and Home
Outfitters chains. Hudson's Bay Company employs nearly 70,000
associates and has operations in every province in Canada.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 9, 2006,
Standard & Poor's Ratings Services kept its ratings on
Toronto-based Hudson's Bay Co. (HBC; BB-/Watch Neg/--) on
CreditWatch with negative implications, where they were placed
November 29, 2005.  


HUNTSMAN CORP: Posts $34.6 Million Net Loss in Fiscal Year 2005
---------------------------------------------------------------
Huntsman Corporation reported in financial results for the fourth
quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Huntsman Corp.'s net
loss increased to $61,000,000 from a net loss of $1,200,000 for
the same period in 2004.

For the three months ended Dec. 31, 2005, the Company reported a
$205,400,000 adjusted EBITDA from a $404,800,000 adjusted EBITDA
for the same period in 2004.  

For the 12 months ended Dec. 31, 2005, Huntsman Corp. reported
a $34,600,000 net loss on $12,961,600,000 in total revenues.  
This compares to a $227,700,000 net loss for the year ended
Dec. 31, 2004, on $11,426,400,000 in total revenues.  

At Dec. 31, 2005, Huntsman Corp.'s balance sheet showed
$4,315,100,000 in net liabilities.  The Company did not state its
total assets for the fourth quarter and year ended Dec. 31, 2005.

Headquartered in Salt Lake City, Utah, Huntsman Corporation --
http://www.huntsman.com/-- is a global manufacturer of  
differentiated and commodity chemical products.  Huntsman's
products are used in a wide range of applications, including those
in the adhesives, aerospace, automotive, construction products,
durable and non-durable consumer products, electronics, medical,
packaging, paints and coatings, power generation, refining and
synthetic fiber industries.  

                         *     *     *

As reported in the Troubled Company Reporter on March 7, 2006,
Moody's Investors Service affirmed the B1 corporate family rating
of Huntsman Corporation and of Huntsman International LLC, and
changed the outlook on the ratings to developing.

As reported in the Troubled Company Reporter on March 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Huntsman
Corp. and its affiliate Huntsman International LLC on CreditWatch
with developing implications, including the 'BB-' corporate credit
ratings.


IMAX CORP: S&P Places B- Corporate Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on IMAX
Corp., including the 'B-' corporate credit rating, on CreditWatch
with developing implications following the company's announcement
that it will begin exploring strategic alternatives.  Credit Watch
with developing implications indicates that the rating could be
either raised or lowered.
     
"The rating could be raised if the company merges with or is
acquired by a company with a stronger financial profile or by a
company that will improve IMAX's long-term earnings potential,"
said Standard & Poor's credit analyst Tulip Lim.  "The rating
could be lowered if IMAX's leverage is meaningfully increased as a
result of a merger or sale of the company."
     
Standard & Poor's will resolve the CreditWatch listing when more
information becomes available.  The company released its fiscal
2005 financial results yesterday and displayed operating income
growth of approximately 21%, boosted by a strong number of
installations for the year.


INDYMAC SERIES: Bad Debt Cues Moody's to Review Two Cert. Ratings
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two certificates previously issued by IndyMac Home
Equity Mortgage Loan Asset Backed Trust, Series SPMD 2001-C.  The
securitizations are backed by subprime mortgage loans that were
originated by IndyMac Bank F.S.B.

The subordinate certificates are being placed under review for
downgrade due to the erosion of credit support and pipeline of
seriously delinquent loans will likely contribute to ongoing weak
performance.  The transaction has considerable lender-paid
mortgage insurance which may reduce the severity of loss
associated with many of the riskier loans, including manufactured
housing loans, which form a component of the loan collateral.  The
mortgage insurance may not, however, fully insulate investors
against the losses associated with defaulted loans.

IndyMac Bank F.S.B. is servicing the transaction and Deutsche Bank
National Trust Company is the trustee.

Moody's complete rating actions are:

   Issuer: IndyMac Home Equity Mortgage Loan Asset Backed Trust
   Depositor: IndyMac ABS, Inc

   * Series 2001-C; Class M-2, current rating A2, under review
     for possible downgrade; and

   * Series 2001-C; Class B, current rating Ba1, under review for
     possible downgrade.


INTEGRATED ELECTRICAL: U.S. Trustee Amends Committee Membership
---------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6 added
U.S. Bank Trust National Association to the Official Committee of
Unsecured Creditors in Integrated Electrical Services, Inc., and
its debtor-affiliates' chapter 11 cases.

The Committee now consists of:

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

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

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

      4. U.S. Bank Trust National Association
         Attn: James E. Murphy
         100 Wall Street, Suite 1600
         New York, NY 10005
         Tel: (212) 361-6174
         Fax: (212) 514-6841

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

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.
(Integrated Electrical Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Taps Financial Balloting as Balloting Agent
------------------------------------------------------------------
Integrated Electrical Services, Inc., and its debtor-affiliates
selected Financial Balloting Group LLC to serve as noticing agent,
ballot agent, tabulator, and consultant with respect to the
general creditor notices and their Chapter 11 Plan because of the
firm's reputation, its experience in all types of bankruptcy
noticing and solicitation assignments, and its contacts within the
investment community.

The Solicitation and Noticing Agent will:

   (1) provide advice to the Debtors and their counsel regarding
       all aspects of the Plan vote, including timing issues,
       voting and tabulation procedures, and documents needed for
       the vote;

   (2) review the voting portions of the disclosure statement and
       ballots, particularly as they may relate to beneficial
       owners of securities held in Street name;

   (3) work with the Debtors to request appropriate information
       from The Depository Trust Company and trustee with respect
       to the bonds;

   (4) coordinate the distribution of voting documents to Street
       name holders of voting securities by forwarding the
       appropriate documents to the banks and brokerage firms
       holding the securities or their agent, who in turn will
       forward it to beneficial owners for voting;

   (5) distribute copies of the master ballots to the appropriate
       nominees so that firms may cast votes on behalf of
       beneficial owners;

   (6) prepare a certificate of service for filing with the
       Court;

   (7) handle requests for documents from parties in interest,
       including brokerage firm, bank back-offices, and
       institutional holders;

   (8) respond to telephone inquiries from creditors, including
       bondholders, nominees and other voting parties, regarding
       the Disclosure Statement and the voting procedures;

   (9) if requested to do so, establish a Web site for the
       posting of Plan documents, including interactive features,
       if needed;

  (10) receive and examine all ballots and master ballots cast by
       bondholders and other parties entitled to vote. The
       Solicitation and Noticing Agent will date- and time-stamp
       the originals of all ballots and master ballots upon
       receipt; and

  (11) tabulate all ballots and master ballots received prior to
       the voting deadline in accordance with established
       procedures, and prepare a vote certification for filing
       with the court.

Pursuant to an engagement letter, the Debtors will pay the
Solicitation and Noticing Agent pursuant to its standard fees and
charges:

     * A project fee of $15,000, plus $3,000 for each issue of
       public debt securities entitled to vote on the Plan, and
       $3,500 for the common stock;

     * For the mailing to any registered holders of voting
       securities or other parties entitled to vote directly, an
       estimated labor charges at $1.75 to $2.25 per voting
       package;

     * A minimum charge of $2,000 to take up to 250 telephone
       calls from creditors within a 30-day solicitation period.  
       If more than 250 calls are received within the period,
       those additional calls will be charged at $8 per call.  
       Any calls to creditors or security holders will be charged
       at $8 per call;

     * If a Web site is requested for the posting of documents, a
       charge of $1,000 for the basic Web site, plus hourly
       programming charges to customize the site for the case in
       question, and a monthly hosting charge of $100 to $150,
       depending on the complexity of the site;

     * A charge of $100 per hour for the tabulation of ballots
       and master ballots, plus set-up charges of $1,000 for each
       tabulation element.  Standard hourly rates will apply for
       any time spent by senior executives reviewing and
       certifying the tabulation and dealing with special issues
       that may develop;

     * Mailings to any registered holders of bonds or stock, and
       other individual parties would be charged at $0.50 to
       $0.65 per holder, for up to two paper notices included in
       the same envelope, with a $250 minimum per file;

     * A fee for a notice mailing to all securities held in
       Street name, including bonds and stock, would be $7,500;

The professionals' consulting time will be paid at these standard
hourly rates:

      Category               Hourly Rate
      --------               -----------
      Executive Director         $375
      Director                   $325
      Senior Case Manager        $275
      Case Manager               $200
      Programmer II              $195
      Programmer I               $165

Curt L. Warnock, senior vice president of Integrated Electrical
Services, Inc., discloses that prior to the Petition Date, the
Solicitation and Noticing Agent received a $15,000 retainer,
which it will hold pending further Court order.  In the year
prior to the Petition Date, the Debtors paid nothing to the
Solicitation and Noticing Agent in fees and expenses for services
rendered.

Jane Sullivan, Executive Director of Financial Balloting Group,
assures the Court that the Solicitation and Noticing Agent does
not hold or represent any interest adverse to the Debtors'
estates.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
Northern District of Texas' authority to employ Financial
Balloting Group as their Solicitation and Noticing Agent.

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

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.
(Integrated Electrical Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Still Needs Ordinary Course Professionals
----------------------------------------------------------------
Integrated Electrical Services, Inc., and its debtor-affiliates
customarily retain the services of professionals to represent them
in matters arising in the ordinary course of their businesses,
unrelated to their Chapter 11 cases, including  
labor and litigation matters.

In connection with many of these activities, the Debtors also
require assistance from professional consultants, including
engineers and other project analysis service providers,
particularly in addressing the Debtors' ongoing efforts to unwind
problematic projects and resolve disputed claims both on behalf
and in defense of the Debtors.  

The consultants provide scheduling, cost, and other engineering
issue analyses in support of collection efforts involving large
projects and claims for payment to the Debtors involving amounts
in excess of $1,000,000, as well as analyses of issues relevant to
either back charges or other damage claims against the Debtors for
ongoing or recently completed projects that have not progressed to
litigation.

A list of Integrated Electrical Services' ordinary course
professionals is available for free at:

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

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Northern District of Texas's authority to:

   (1) retain the OCPs;

   (2) pay the OCPs for postpetition services rendered and
       expenses incurred, subject to certain limits; and

   (3) pay the prepetition claims of the retained OCPs in the
       ordinary course of business as these become due.

The Debtors also ask the Court to approve these procedures for
the retention and compensation of the OCPs:

   (a) The Debtors will be authorized to pay all prepetition
       claims of Ordinary Course Professionals as they come due
       in the ordinary course and to pay 100% of their interim
       fees and disbursements upon timely submission to the
       Debtors of an appropriate invoice detailing the nature of
       the services rendered after the Petition Date, without
       need of formal application to the Court.  The Debtors
       expect that the fees and disbursements with respect to 90
       individual OCPs for services rendered after the Petition
       Date will not exceed $25,000 per month per OCP.  For seven
       of the OCPs, the fees and disbursements for services
       rendered after the Petition Date will not exceed $50,000
       per month.

   (b) Any payments made in excess of the fee cap to any OCP will
       be subject to prior Court approval.

   (c) If the Debtors utilize additional OCPs, including OCPs
       that have not previously represented the Debtors, the
       Debtors will supplement the list it submits to the Court.  
       If no objections are filed within 10 days, the
       supplemental list, and any proposed retainer, will be
       deemed Court-approved.  If an objection is filed the
       Debtors will set the objection for hearing with respect to
       the professional.

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

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.
(Integrated Electrical Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc. 215/945-7000)


INTERSTATE BAKERIES: Wants to Consolidate Upper Midwest Operations
------------------------------------------------------------------
As previously reported, Interstate Bakeries Corporation sought and
obtained permission from the U.S. Bankruptcy Court for the Western
District of Missouri to consolidate operations in nine of their
profit centers:

    (1) Florida/Georgia,
    (2) Mid-Atlantic,
    (3) Northeast,
    (4) Northern California,
    (5) Southern California,
    (6) Northwest,
    (7) North Central,
    (8) South Central, and
    (9) Southeast.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that since the filing of the
Consolidation Motions, the Debtors have continued the analysis of
one remaining profit center, the Upper Midwest Profit Center.

Accordingly, the Debtors have determined that certain depots and
thrift stores should be closed and the remaining depots must
service remapped delivery routes.  The Debtors expect to complete
these actions by March 13, 2006.

The consolidation is expected to affect 230 employees in the
Upper Midwest Profit Center, Mr. Ivester tells the Court.

The preliminary estimate of charges to be incurred in connection
with the consolidation is $700,000:

    -- $400,000 in severance charges,
    -- $100,000 in asset impairment charges, and
    -- $200,000 in other charges.

The Debtors estimate that $600,000 of the costs will result in
future cash expenditures.  The Debtors also estimate that the
payment of $300,000 in capital expenditures and accrued expenses
will be required to effect the consolidation.

The Debtors' analysis indicates that consolidation of the Upper
Midwest Profit Center will result in reduced costs, more
efficiencies and an improvement in their financial performance.
Mr. Ivester asserts that this improvement will be a significant
component of the Debtors' long-term business plan and ultimately,
a plan of reorganization.

                     Rejection and Abandonment

Mr. Ivester relates that during the course of closing facilities
and reducing routes, certain of the Debtors' executory contracts
and unexpired leases will no longer be required for their
operations.  Similarly, certain of the Debtors' property will
become burdensome to the estates and of inconsequential value and
benefit to the estates.

Because the consolidation activities will occur over time, the
appropriate times to reject the Contracts or to abandon property
will not occur contemporaneously.  Moreover, during these
activities, issues may arise for which the appropriate resolution
is the rejection of a Contract or abandonment of property.

To address these circumstances, the Debtors propose similar
processes for Contracts rejection and property abandonment with
the previous Consolidation Motions.

Accordingly, the Debtors seek the Court's authority to:

    (a) consolidate operations, including the closure of certain
        facilities and the reduction of routes in the Upper
        Midwest Profit Center;

    (b) implement a process for rejecting additional executory
        contracts and unexpired leases associated with the
        consolidation within the Upper Midwest Profit Center; and

    (c) implement a process for abandoning certain property
        associated with the consolidation within the Upper Midwest
        Profit Center.

The Debtors recognize that the consolidation within the Upper
Midwest Profit Center poses certain implementation risks.  Thus,
they anticipate that there will be a period of transition before
the true impact of the projected efficiencies can be realized.

Mr. Ivester relates that the Debtors currently contribute to more
than 40 multi-employer pension plans as required under various
collective bargaining agreements, many of which are under-funded.
Certain of the plans have filed proofs of claim against the
Debtors alleging that partial withdrawals have already occurred.

The Debtors are conducting the consolidation of the Upper Midwest
Profit Center in a manner that they believe will not constitute a
total or partial withdrawal from the relevant multi-employer
pension plans resulting in material potential withdrawal
liability, Mr. Ivester assures the Court.

The Debtors will seek to maximize the value of the facilities to
be closed, as well as the related equipment that may no longer be
needed in their operations, Mr. Ivester notes.  The Debtors will
attempt to achieve this while also retaining sufficient capacity
to service anticipated growth from their new revenue enhancement
initiatives.

The Debtors anticipate that upon completion of the consolidation
activities, the second stage of their operational turnaround --
the Profit Center Analysis Process -- will be complete.

Judge Venters grants the Debtors' request, on an interim basis.

The hearing on the Debtors' request, as it pertains to additional
consolidation activities in the Upper Midwest Profit Center that
remain under consideration by the Debtors, is continued to
April 12, 2006.

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

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


J.L. FRENCH: To Pay $529,487 to Two Electric Utility Companies
--------------------------------------------------------------
In a stipulation approved by the U.S. bankruptcy Court for the
District of Delaware, J.L. French Automotive Castings, Inc., and
its debtor-affiliates, Farmers Rural Electric Cooperative, and
Electric Plant Board of Glasgow, Kentucky resolved their disputes
under Sec. 366 of the Bankruptcy Code about what constitutes
adequate assurance of future payment for the Debtors' postpetition
utility usage.

Farmers provides electricity to the Debtors in the rural area
outside of Glasgow, Kentucky, while Glasgow provides electricity
to the Debtors within the city limits of Glasgow, Kentucky.

The Parties agreed that Farmers will have $411,148 and Glasgow
will have $118,339 of allowed general unsecured claim for unpaid,
prepetition electricity charges.

In addition, effective March 2, 2006, Farmers and Glasgow are
authorized to apply the $96,300 and $26,300 of postpetition
security deposits delivered to them on February 22, 2005.

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


J.L. FRENCH: Wants Court to Establish May 1 as Claims Bar Date
--------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask the U.S. bankruptcy Court for the District of Delaware to
establish:

   a) May 1, 2006, as the general deadline for filing proofs of
      claim; and

   b) August 10, 2006, as the claims bar date for all
      governmental units.

The Debtors intend to exit from bankruptcy by May 31, and
anticipate filing a prearranged reorganization plan and
associated disclosure statement this month.  

To estimate how much they owe creditors, the Debtors tell the
Court that they will need complete and accurate information
regarding the nature, amount and status of all claims that may be
asserted in their Chapter 11 Cases.

The Debtors propose six exceptions to the bar date:

   a) claims listed in the Schedules filed with the Court;

   b) claims on account of which a proof of claim has already
      been properly filed with the Court;

   c) claims previously allowed by, or paid pursuant to, a Court
      order;

   d) administrative expenses claims;

   e) claims made by any of the Debtors or any direct or indirect
      subsidiary of any of the Debtors against one or more of the
      other Debtors; and

   f) claims for which specific deadlines have previously been
      fixed by the Court.

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


J.L. FRENCH: Seeks Court's Nod to Pay Ordinary Trade Creditors
--------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask authority from the U.S. Bankruptcy Court for the District of
Delaware to pay unaffiliated, third-party vendors for goods and
services.

The Debtors need the goods and services of the Ordinary Course
Trade Creditors to be able to continue producing and supplying
aluminum die-case engine components to:

   -- automobile original equipment manufacturers including Ford
      Motor Company and General Motors Corporation; and

   -- a number of automotive parts suppliers.

According to the Debtors, both the original equipment
manufacturers and the automotive parts suppliers depend upon them
for a constant and steady supply of Components, and would be
severely impacted if their operations will suddenly cease for any
reason.

The Debtors estimate that as of their bankruptcy petition date,
they owe roughly $14.4 million to the Ordinary Course Trade
Creditors.

The Debtors tell the Court that after a diligent market
examination, they have found no other source where they can obtain
the same goods and services the Ordinary Course Trade Creditors
currently provide.

Where other sources do exist, the Debtors believe that these
sources would charge more for their goods and services than what
the Ordinary Course Trade Creditors currently charge.  

Furthermore, the Debtors have identified certain other Ordinary
Course Trade Creditors who rely on their continued payments for
goods and services to stay in business.  In these cases, the
Debtors explains that even if these vendors wished to continue
supplying them on a postpetition basis, they would be unable to do
so unless all or part of their prepetition invoices is satisfied.

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


J.P. MORGAN: Moody's Rates Cert. Classes M-10 & M-11 at Low-B
-------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by J.P. Morgan Acquisition Corp. 2006-HE1 and
ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by ResMAE Mortgage Corporation and
Accredited Home Lenders, Inc. originated one- to four-family,
adjustable-rate and fixed-rate subprime mortgage loans secured by
first liens and second liens on residential real properties.  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
expected loss is approximately 5.0 - 5.5%.

JPMorgan Chase Bank, National Association will service the loans.

The complete rating actions are:

             J.P. Morgan Acquisition Corp. 2006-HE1
    Asset-Backed Pass-Through Certificates, Series 2006-HE1

                     * Class A-1, rated Aaa
                     * Class A-2, rated Aaa
                     * Class A-3, rated Aaa
                     * Class A-4, rated Aaa
                     * Class M-1, rated Aa1
                     * Class M-2, rated Aa2
                     * Class M-3, rated Aa3
                     * Class M-4, rated A1
                     * Class M-5, rated A2
                     * Class M-6, rated A3
                     * Class M-7, rated Baa1
                     * Class M-8, rated Baa2
                     * Class M-9, rated Baa3
                     * Class M-10, rated Ba1
                     * Class M-11, rated Ba2


J.P. MORGAN: S&P Affirms Low-B Ratings on 14 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
121 classes of asset-backed certificates from seven J.P. Morgan
Mortgage Trust transactions.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
these transactions is provided by subordination.
     
As of the February 2006 remittance date, total delinquencies
ranged from 0.49% (series 2004-A4) to 3.40% (series 2004-A3, group
2). None of the pools have experienced any losses.  The
outstanding pool balances ranged from 65.43% (series 2004-A2) to
78.37% (series 2004-S1) of their original sizes.
     
The collateral for these transactions consists of prime,
adjustable-rate, conventional mortgage loans secured by first
liens on primarily one- to four-family residential properties.
    
Ratings affirmed:
   
Series    Class                                           Rating
------    -----                                           ------
2003-A1   1A1,2A1,3A1,4A1,4A2,4A3,4A4,4A5,4A6             AAA
2003-A1   B1                                              AA
2003-A1   B2                                              A
2003-A1   B3                                              BBB
2003-A1   B4                                              BB
2003-A1   B5                                              B
2003-A2   1A1,1A2,2A1,2A2,2A3,2A4,2A5,3A1,4A1,4A2,5A1     AAA
2003-A2   B1                                              AA
2003-A2   B2                                              A
2003-A2   B3                                              BBB
2003-A2   B4                                              BB
2003-A2   B5                                              B
2004-A1   1A1,2A1,2A2,3A1,3A2,4A1,4A2,5A1,5A2             AAA
2004-A1   B1                                              AA
2004-A1   B2                                              A
2004-A1   B3                                              BBB
2004-A1   B4                                              BB
2004-A1   B5                                              B
2004-A2   1A1,1A2,1A3,2A1,2A2,2A3,2A4,3A1,4A1,4A2         AAA
2004-A2   B1                                              AA
2004-A2   B2                                              A
2004-A2   B3                                              BBB
2004-A2   B4                                              BB
2004-A2   B5                                              B
2004-A3   IA1,2A1,3A1,3A2,3A3,4A1,4A2,SF1,SF2,SF3         AAA
2004-A3   IB1,SB1                                         AA
2004-A3   IB2,SB2                                         A
2004-A3   IB3,SB3                                         BBB
2004-A3   IB4,SB4                                         BB
2004-A3   IB5,SB5                                         B
2004-A4   IA1,1A2,1A3,1A4,2A1,2A2,2A3,3A1                 AAA
2004-A4   B1                                              AA
2004-A4   B2                                              A
2004-A4   B3                                              BBB
2004-A4   B4                                              BB
2004-A4   B5                                              B
2004-S1   1A1,1A2,1A3,1A4,1A5,1A6,1A7,1A8,1A9,1AP         AAA
2004-S1   2A1,2AP,2AX,3A1,3AP,3AX,4A1,4AP,4AX             AAA
2004-S1   1B1,CB1                                         AA
2004-S1   1B2,CB2                                         A
2004-S1   1B3,CB3                                         BBB
2004-S1   1B4,CB4                                         BB
2004-S1   1B5,CB5                                         B


JAMES RIVER: S&P Lowers Unsecured Debt Rating to CCC from CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on James River Coal Co. to 'B-' from 'B'.  At the same
time, the secured debt rating was lowered to 'B' from 'B+' and
unsecured debt rating to 'CCC' from 'CCC+'.  The outlook is
developing.
      
"The ratings downgrade reflects the company's weaker-than-expected
performance and heightened concerns that its efforts to contain
escalating costs may be insufficient and result in continued
contraction of its margins and further erosion of its limited
liquidity," said Standard & Poor's credit analyst Paul Vastola.

Moreover, should negative free cash flows persist, the company may
have to scale back on its 2006 capital expenditure budget,
delaying spending needed to increase production and lower costs in
future years.  In addition, pressure from aggressive shareholders
and the exploration of strategic alternatives to maximize
shareholder value are likely to be an additional distraction to
management.
     
The ratings on Richmond, Virginia-based James River reflects its:

   * small size,
   * high operating costs,
   * aggressive capital spending plan, and
   * capital-intensive operations.

The ratings also take into account the company's:

   * aggressive financial profile,
   * negative free cash flows despite strong coal prices, and
   * tightening liquidity.
     
With expected 2006 production of 14 million tons, James River is a
relatively small coal producer with about three quarters of
production located in the difficult operating environment of
Central Appalachia.  James River emerged from bankruptcy in May
2004 with its Central Appalachian assets.  Subsequently, the
company acquired mining assets located in the Illinois coal basin
on May 31, 2005, that account for approximately one quarter of
production.  However, the amount of coal reserves associated with
the Illinois basin mine was low and only expected to last five
years.  To increase the life of these mines, James River entered
into a definitive agreement on March 1, 2006, to purchase 16
million tons for approximately $9 million.
     
The developing outlook indicates that ratings could be raised,
affirmed, or lowered.  The company has engaged an investment bank
as a financial advisor to explore strategic alternatives to
maximize shareholder value, including:

   * a sale of the company;
   * a merger with a company of equal size; or
   * an acquisition of smaller companies.

Given James River's tight liquidity and significant challenges,
ratings on the company may soon be lowered if operating
performance does not improve and the financial profile continues
to deteriorate.  Ratings could be raised if the company's credit
profile were to improve as a result of its being acquired by a
stronger entity.


LONG BEACH: Moody's Reviewing Ba3 Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade six certificates from three deals from Long Beach
Mortgage Company deals, issued in 2002.  The transactions are
backed by primarily first lien adjustable and fixed rate subprime
mortgage loans originated by Long Beach.  The master servicer on
the deals is Long Beach Mortgage Company.

The six subordinate classes are placed on review for possible
downgrade because existing credit enhancement levels may be low
given the current projected losses on the underlying pools.  The
transactions have taken significant losses causing gradual erosion
of the overcollateralization.  In addition, the severity of loss
on the liquidated loans has begun to increase due among other
factors to a higher concentration of manufactured housing loans.  
Moody's will also focus on the various triggers available to the
transactions and how they have helped protect investors.

Review for downgrade:

                 Long Beach Mortgage Loan Trust
                   Asset Backed Certificates

         * Series 2002-1; Class M-3, current rating Baa3,
           under review for possible downgrade

         * Series 2002-2; Class M4A, current rating Ba3,
           under review for possible downgrade

         * Series 2002-2; Class M4B, current rating Ba3,
           under review for possible downgrade

         * Series 2002-5; Class M-3, current rating Baa2,
           under review for possible downgrade

         * Series 2002-5; Class M-4A, current rating Baa3,
           under review for possible downgrade

         * Series 2002-5; Class M-4B, current rating Baa3,
           under review for possible downgrade


MILLAR WESTERN: S&P Downgrades Sr. Unsecured Debt Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit and senior unsecured debt ratings on pulp and
lumber producer Millar Western Forest Products Ltd. to 'B-' from
'B+'. The company has about CDN$220 million in debt outstanding.  
The outlook remains negative.
     
"Assuming the Canadian dollar remains at 86 U.S. cents, and pulp
and lumber prices do not materially improve, we believe the
company's cash generation (estimated EBITDA of CDN$20 million)
will not be sufficient to cover its interest obligations and
capital spending in 2006," said Standard & Poor's credit analyst
Dan Parker.  "We believe its cash balance and credit line
availability will provide adequate liquidity to cover the
potential shortfall from operations this year, but cash generation
will need to significantly improve in 2007," Mr. Parker added.
     
The ratings on Edmonton, Alta.-based Millar Western, a privately
held pulp and lumber producer, reflect:

   * the company's exposure to volatile prices;
   * an aggressive capital structure; and
   * limited geographic and operating diversity.

These risks are partially offset by low energy and fiber costs and
a high degree of fiber self-sufficiency.
     
The sharp appreciation of the Canadian dollar and weak pulp prices
will hurt Millar Western's earnings and cash flow.  EBITDA is
negatively affected by about CDN$2.5 million for every one cent
appreciation in the Canadian-to-U.S. dollar exchange rate.  The
Canadian dollar (currently at about 86 U.S. cents) has appreciated
by more than 6 U.S. cents since the end of June 2005.  The
currency situation will depress cash flow generation as the
company's remaining hedges roll off at the end of the third
quarter, and the company will be hard pressed to sustain or
improve its credit metrics.
     
Millar Western owns and operates a pulp mill and two sawmills in
Alberta, in addition to receiving management fees and sales
commissions for operating the Meadow Lake pulp mill in
Saskatchewan.  Pulp accounts for about 55% of sales, with lumber
accounting for the remaining 45%.
     
The outlook is negative.  The higher average Canadian dollar and
cost pressures will have a negative effect on the company's cash
generation, and Millar Western's credit metrics will come under
further pressure.  Nevertheless, the company's cash balance
provides sufficient liquidity to deal with the current difficult
conditions.  If pulp and lumber prices do not improve sufficiently
to offset the currency situation, the company will have to examine
strategic options to reduce debt as the company's weak earnings
might be insufficient to support the debt load over the longer
term.


MOVIE GALLERY: Moody's Junks $920-Mil. Facility & $325-Mil. Notes
-----------------------------------------------------------------
Moody's Investors Services downgraded the long term debt ratings
of Movie Gallery, Inc., and affirmed the company's speculative
grade liquidity rating of SGL-4.  The outlook remains negative.
The downgrade reflects Moody's expectation that the company's
performance will deteriorate during 2006 resulting in
significantly weakened liquidity, further erosion in credit
metrics, and negative free cash flow.  The downgrade of the senior
notes to Caa3 reflects Moody's expectations of recovery in a
distressed scenario, should it occur, given the large amount of
secured bank debt ahead of this class of bondholders.

These ratings are downgraded:

   * Corporate family rating to Caa1 from B2;

   * $920 million of senior secured credit facilities to Caa1
     from B2;

   * $325 million of guaranteed senior notes to Caa3 from B3.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-4.

The rating outlook remains negative.

The downgrade to Caa1 reflects Moody's concern that Movie
Gallery's liquidity profile will erode further given the company's
expected negative free cash flow, the reduction of on-balance
sheet cash levels during the first two quarters, and lower levels
of revolver availability.  Given the degree to which Movie Gallery
will need to further utilize its $75 million revolver in order to
be able to meet all of its cash requirements during 2006, the
company's liquidity cushion is likely to be tight.  Additionally,
Movie Gallery expects to violate its covenants for the first
quarter of 2006 unless the bank group approves a second amendment.

The Caa1 rating reflects the increased risk of a potential
restructuring given the level of debt relative to cash flow from
operations, the company's weakened liquidity, and its constrained
operating performance.  Negative industry pressures have worsened
given the increased probability that the movie studios plan to
test bringing forward the window for video-on-demand services.

Other negative industry trends show no sign of improvement:

   1) the pricing war resulting from on-line competition and
      Blockbuster's no-late-fee program continues;

   2) the new release schedule continues to be lackluster; and

   3) consumers continue to trend towards buying rather than
      renting given the low pricing by retailers such as
      Wal-Mart.

Over the longer term, the roll-out of high definition DVD and the
highly fragmented nature of the video/DVD market will benefit
Movie Gallery; however, these benefits are unlikely to cause any
improvement in the company's performance anytime soon.  Moody's
expects Movie Gallery to actively pursue a reduction in capital
expenditures, expense savings, and non core asset sales.

The negative outlook reflects Moody's expectation that industry
trends could place additional downward pressure on operating
performance, thereby further eroding enterprise value and likely
recoveries in a distressed situation.  Ratings could be downgraded
should likely recovery values decline further.  The outlook could
stabilize if the company's performance and the home rental
industry show strong signs of stabilization.  While an upgrade is
currently unlikely, upward rating momentum would require an
improvement in Movie gallery's liquidity and reasonable prospects
of a reduction in leverage to a manageable level.

The SGL-4 represents a further weakening in liquidity.  The
company currently expects to violate its first quarter financial
covenants unless the bank group approves a second amendment. While
Moody's had previously expected the company to violate covenants,
it now also seems likely that the company will need to borrow on a
sustained basis in order to support its cash needs over the next
twelve months.  The company's available on balance sheet cash,
along with operating cash flow, is unlikely to be sufficient to
fund the excess cash flow sweep of cash generated in 2005, debt
amortization, working capital, and capital expenditures levels,
thereby resulting in sustained borrowings under its revolver
credit facility.  All assets are pledged to the secured banking
facilities providing the company with limited alternative sources
of liquidity.  The company could potentially sell Game Crazy, its
limited portfolio of owned real estate, and non core assets.

Movie Gallery, headquartered in Dothan, Alabama is a leading
provider of in-home movie and game entertainment in the United
States.  It operates approximately 4,800 stores in the U.S. and
Canada under the banners of Movie Gallery for the LTM period ended
Sept. 30, 2005 were approximately $2.6 billion.


NATIONAL CENTURY: JPMorgan Settles Creditor Dispute for $425MM
--------------------------------------------------------------
JPMorgan Chase & Co. reached a $425 million settlement deal with
creditors of National Century Financial Corp., The Denver Post
reports.  

The creditors accused JPMorgan, along with other financial
institutions, of allowing the Company to violate applicable
indentures and securities law.  National Century sought bankruptcy
protection in November 2002 after defaulting on over $3 billion of
debt.  

A group of creditors known as the Arizona Noteholders will
receive $375 million of the Settlement Proceeds and the remaining
$50 million will be paid to National Century's unsecured
creditors.  Rhonda L. Lipschutz at The Deal reports that the
$375 million payment to the noteholders is far below the
$1.6 billion owed to them.

The Deal adds that National Century's former chief executive Lance
Poulsen currently faces a lawsuit filed by the Securities and
Exchange Commission.  Donald S. Ayers, the former chief operating
officer; Rebecca S. Parrett, the former director in the accounts
receivable servicer department; and former chief financial officer
Randolph Speer are also named as defendants.  The SEC accuses the
executives of defrauding investors, leading to losses of more than
$2.6 billion.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors.  When it filed for bankruptcy, National Century
listed $3,800,000,000 in assets and $3,600,000,000 in debts.


NATIONAL ENERGY: Steering Panel Wants Reserve for Some Claims
-------------------------------------------------------------
Patricia A. Borenstein, Esq., at Miles & Stockbridge P.C., in
Baltimore, Maryland, recounts that on November 14, 2005, lenders
to the Lake Road and La Paloma power projects formally asserted
additional Class 3 Lake Road and La Paloma Project Guarantee
Claims against National Energy & Gas Transmission, Inc.,
consisting of:

    (i) an aggregate of $90,872,297 in Tranche A loan interest
        accrued by the non-debtor Project companies from July 8,
        2003, through the dates of transfer of the Projects; and

   (ii) $10,616,672 in expenses incurred by the Project companies
        after July 8, 2003.

The Lenders asserted that both claims constitute obligations
guaranteed by NEGT under the Lake Road and La Paloma Project
Guarantees.

At NEGT's request, the Court disallowed the Additional Claim
Amounts.  Consequently, the Lenders took an appeal of Judge
Mannes' decision to the U.S. District Court for the District of
Maryland.  The appeal remains pending.

The Steering Committees for the Lake Road and La Paloma project
credit facilities -- on behalf of the Lake Road and La Paloma
Lenders -- ask the Court to compel NEGT to include the Additional
Claim Amounts in the Disputed Claims Reserve established under
NEGT's confirmed Third Amended Plan of Reorganization until the
allowance or disallowance of the Additional Claim Amounts is
resolved by Final Order.

Ms. Borenstein contends that NEGT should be compelled to comply
with the terms of its Plan and to include the Additional Claim
Amounts in the Disputed Claims Reserve going forward because:

    -- the Additional Claim Amounts were not known on the Plan
       Effective Date when the Disputed Claims Reserve was
       originally established;

    -- no Class 3 creditor will be prejudiced if NEGT is compelled
       to comply with the express terms of its Plan  because no
       creditor has a right to receive more than its pro rata
       share of the Cash and Non-cash Consideration.  Hence, if
       the Additional Claim Amounts are ultimately Allowed, the
       Class 3 Claims pool should fall within the range set forth
       by NEGT in its Liquidation Status Report, so no Class 3
       creditor is being prejudiced; and

    -- the existing Disputed Claims Reserve is reportedly
       sufficient to encompass the Additional Claim Amounts
       without requiring NEGT to recover any Distributions already
       paid out to Class 3 creditors.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas    
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NAVISITE INC: Atlantic Investors Extends Loan Payment Deadline
--------------------------------------------------------------
Atlantic Investors, LLC, gave NaviSite, Inc., more time to pay the
Company's obligations under January 29, 2003, Loan and Security
Agreement.

NaviSite has until the earlier of:

   * April 3, 2006; or

   * five business days following the closing of a financing
     transaction or disposition pursuant to which NaviSite will
     receive net proceeds of $13.0 million after satisfying the
     mandatory prepayment obligation under those certain
     promissory notes issued to Waythere, Inc. (formerly known as
     Surebridge, Inc.).


Drawings under the $10.0-Mil. Loan and Security Agreement bears an
interest rate of 8% per annum.  Interest is payable upon demand
or, at Atlantic's option, interest may be added to the outstanding
balance.  At October 31, 2005, NaviSite had $3.0 million
outstanding under the Atlantic Loan.  The Atlantic Loan is secured
by all of our receivables and is subordinated to the borrowings
from Silicon Valley Bank.  At October 31, 2005, NaviSite had
approximately $0.6 million in accrued interest related to this
note.

Atlantic Investors owns majority of NaviSite.  As of Feb. 23,
2006, Atlantic Investors owned approximately 60% of the issued and
outstanding shares of NaviSite's common stock.  In addition,
Andrew Ruhan, NaviSite's Chairman of the Board, holds a 10% equity
interest in Unicorn Worldwide Holdings Limited, a managing member
of Lender.  Arthur Becker, NaviSite's President and Chief
Executive Officer, is the managing member of Madison Technology
LLC, a managing member of Lender.

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,
outsourcing and professional services for mid- to large-sized
organizations.  Leveraging a proven set of technologies and
extensive subject matter expertise, the Company delivers cost-
effective, flexible solutions that provide responsive and
predictable levels of service for our clients' businesses.  Over
900 companies across a variety of industries rely on NaviSite to
build, implement and manage their mission-critical systems and
applications.  NaviSite is a trusted advisor committed to ensuring
the long-term success of our customers' business applications and
technology strategies.  NaviSite has 15 state-of-the-art data
centers and eight major office locations across the U.S., U.K. and
India.

As of October 31, 2005, Navisite's equity deficit almost doubles
to $5,052,000 from a $2,672,000 deficit at July 31, 2005.


NEIMAN MARCUS: Earns $3 Million in Second Qtr. of Fiscal Year 2006
------------------------------------------------------------------
The Neiman Marcus Group, Inc., delivered its financial results for
the second quarter of fiscal year 2006, to the Securities and
Exchange Commission on Mar. 9, 2006.

On October 6, 2005, the Company announced the completion of the
acquisition of Neiman Marcus by an investor group led by Texas
Pacific Group and Warburg Pincus LLC. The accompanying
consolidated statements of earnings and related information
present the Company's results of operations for the period
preceding the acquisition (Predecessor) and the period succeeding
the acquisition (Successor).  The results of operations for the
fiscal year to date period has been prepared by comparing the
mathematical combination of the Successor and Predecessor periods
in the 26 weeks ended January 28, 2006 to the results of the
Predecessor for the 26 weeks ended January 29, 2005.  The
presentation does not comply with generally accepted accounting
principles, but the Company believes that it provides a more
meaningful method of comparison.

For the 13 weeks ended January 28, 2006, the Company reported
$3.04 of net income on total revenues of $1.23 billion compared to
$70.59 million of net income on $1.13 billion of total revenues in
the prior year.  Comparable revenues increased 6.4 percent.  
Operating earnings for the second quarter of fiscal 2006 were
$73 million compared to $120 million for the second quarter of
fiscal year 2005.  Adjusted operating earnings were $122 million
in the second quarter of fiscal year 2006 compared to $120 million
in the second quarter of fiscal year 2005.

For the 26 weeks ended January 28, 2006, the Company reported
total revenues of $2.21 billion compared to $2.04 billion in the
prior year. Comparable revenues increased 7.3 percent.  Operating
earnings for the 26 weeks ended January 28, 2006 were $177 million
compared to $230 million for the comparable period a year ago.  
Adjusted operating earnings for the 26 weeks ended Jan. 28, 2006,
were $262 million compared to $245 million for the comparable
period a year ago.

                            Other Items

As a result of the acquisition, the Company recorded costs related
to the amortization of customer lists and favorable lease
commitments of approximately $18.9 million and $4.9 million in the
second and first quarters of fiscal year 2006.  The Company
recorded non-cash charges included in cost of goods sold related
to various valuation adjustments of approximately $30.6 million
and $7.8 million in the second and first quarters of fiscal year
2006, respectively.  Also, prior to consummation of the
acquisition, the Company recorded in the first quarter of
fiscal year 2006 transaction and other costs of approximately
$23.5 million.

The Company sold its Chef's Catalog direct marketing business in
November 2004 and recorded a loss in connection with the sale of
approximately $15.3 million in the first quarter of fiscal year
2005.  Comparable revenues have been adjusted to exclude the sales
of Chef's Catalog prior to its disposition.

Headquartered in Dallas, The Neiman Marcus Group, Inc. --
http://www.neimanmarcusgroup.com/-- operates Neiman Marcus and  
Bergdorf Goodman stores, in addition to both print and online
retail businesses.  

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service confirmed the B1 rating on Neiman Marcus
Group, Inc.'s legacy $125 million 7.125% debentures due in 2028,
concluding the review for possible downgrade of this debt issue.
The rating on this debt was lowered on Sept. 20, 2005, but kept on
review for possible downgrade to cover the unlikely event that
expected security would not be forthcoming.  This rating action is
based on the fact that the debentures do share in the first lien
on certain of the real property that secures Neiman's senior
secured term loan, as anticipated.

Rating confirmed:

   * 7.125% debentures due 2028 at B1

Ratings affirmed:

   * Corporate Family Rating at B1

   * $1.975 billion senior secured guaranteed term loan at B1

   * $700 million senior unsecured guaranteed PIK/cash notes
     issued under Rule 144A at B2

   * $500 million senior subordinated unsecured guaranteed notes
     issued under Rule 144A at B3

   * Speculative Grade Liquidity Rating at SGL-2


NEW CENTURY: Moody's Puts Low-B Ratings on Cert. Classes M-& & M-8
------------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by New Century Home Equity Loan Trust 2006-S1,
and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, fixed-rate, closed-end second-lien mortgage loans
acquired by New Century Credit Corporation.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization, prepayment charges, and an interest-rate
swap agreement provided by Bear Stearns Financial Products Inc.
Moody's expects collateral losses to range from 9.60% to 10.10%.

New Century Mortgage Corporation will service the loans.  New
Century Financial Corporation will act as master servicer.

The complete rating actions are:

                New Century Home Equity Loan Trust,
                Asset Backed Notes, Series 2006-S1

                    * Class A-1, Assigned Aaa
                    * Class A-2a, Assigned Aaa
                    * Class A-2b, Assigned Aaa
                    * Class M-1, Assigned Aa2
                    * Class M-2, Assigned A2
                    * Class M-3, Assigned A3
                    * Class M-4, Assigned Baa1
                    * Class M-5, Assigned Baa2
                    * Class M-6, Assigned Baa3
                    * Class M-7, Assigned Ba1
                    * Class M-8, Assigned Ba2


NORTEK INC: Moody's Holds Junk Rating on $625 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of NTK
Holdings, Inc. and Nortek, Inc., but has changed the company's
ratings outlook to negative.

The change to a negative ratings outlook primarily reflects a
number of expected changes to be completed under a proposed
amendment to the company's senior secured credit agreement that
Moody's views to be credit negative.  The amendment is being
prompted by the company's desire to acquire a commercial HVAC
business for approximately $50 million.  

Moody's notes that the acquisition seems to fit well with Nortek's
ongoing business and its strategy to supplement its organic growth
with periodic strategic acquisitions; however, the amendment also
appears to be providing Nortek with additional flexibility to
pursue prospective acquisitions although the existing financial
covenants, i.e. leverage, coverage, etc., are expected to remain
unchanged.  Nevertheless, given the company's acquisition track
record -- 12 acquisitions in the last 3 years
-- future acquisitions are likely to continue.  The amendment will
also include an upsizing of the $100 million revolving credit
facility to $200 million.

These ratings for NTK Holdings, Inc. have been affirmed:

   * $403 million senior discount notes, due 2014, affirmed at
     Caa2;

   * Corporate Family Rating, affirmed at B2.

These ratings for Nortek, Inc. have been affirmed:

   * $200 million senior secured revolving credit facility, due
     2010, affirmed at B2;

   * $691.25 million senior secured term loan, due 2011, affirmed
     at B2;

   * $625 million 8 1/2% senior subordinated notes, due 2014,
     affirmed at Caa1.

The ratings outlook has been changed to negative from stable.

In recent years, Nortek has opted to pursue an acquisition driven
growth strategy to build new business areas where it sees greater
potential.  This strategy has also led the company to pursue
acquisitions in faster growing market segments, such as the home
technology segment which has altered the company's product mix to
some degree as the company's Home Technology Products segment has
grown to represent approximately 18% of sales in 2005 versus 8% in
2003.  While this shift in the company's product mix may offer
greater longer term benefits, Moody's remains concerned with the
company's continued focus on acquisition driven growth in light of
its aggressive dividend policy which clearly appears to have taken
precedence over improving the company's balance sheet.

Moody's notes that substantial improvements in the company's
balance sheet may have been visible were it not for the company's
use of debt and its excess cash to acquire new businesses and to
make dividend and deferred income payments.  Although Nortek has
been successful in finding a number of small strategic
acquisitions that appear to have been successfully integrated into
the company's operations, the existing leverage levels in Moody's
view leave little room for any missteps.  A further change in the
company's product lines or an acceleration of the company's
acquisition strategy would be less of a concern, were it not for
the company's current high leverage and aggressive dividend
policy.

The affirmed ratings take into consideration existing high
leverage and low free cash flow generation relative to debt
levels.  The company's total debt to EBITDA using Moody's standard
analytic adjustments at FYE 2005 was approximately 6 times,
principally due to a $187 million dividend payment to THL-Nortek
Investors, LLC which has left the company with little cushion at
the current rating level.  At the same time, the ratings are
supported by the company's improved operating margins as a result
of more effective cost management and strong brand names.  As a
result, the EBITDA margin in FY 2005 improved to 14.5% from 12.4%
a year ago as Nortek was able to reduce its cost of goods sold as
a percentage of sales to 69.5% from 71.6%. Reported EBITDA for
2005 increased by over 25% to $283 million. The company produces
its products under many well-known brand names including Broan,
Newtone, Westinghouse, Maytag, and SpeakerCraft.

The ratings could be pressured if the company's balance sheet
quality were to weaken further due to additional acquisitions that
result in higher leverage or further dividend payments in excess
of the company's free cash flow generation.  Specifically, ratings
could be downgraded if the company's free cash flow to total debt
falls below 3% or if the company's leverage increases to over 6
times for an extended period of time.  While an upgrade is highly
unlikely over the near term, the outlook could stabilize if free
cash flow to debt were to increase to 5-6% and debt to EBITDA were
to decline to around 5.5x on a sustainable basis.  An upgrade in
ratings could only be achieved if the company's debt to EBITDA
were to become less than 5 times or if the company's free cash
flow to total debt increased to above 9% on a sustainable basis.

Headquartered in Providence, Rhode Island, Nortek, Inc., is a
leading international manufacturer and distributor of building,
remodeling, and indoor environmental control products for the
residential and commercial markets.  Its products include range
hoods and other spot ventilation products, heating and air
conditioning systems, indoor air quality systems, and specialty
electronic products.


NORTEK INC: S&P Assigns B Rating to $900 Million Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
secured bank loan rating with a recovery rating of '2' to Nortek
Inc.'s $900 million amended and restated credit facility based on
preliminary terms and conditions.  The 'B' long-term corporate
credit rating and all other ratings on the building products
manufacturer were affirmed.  The outlook is stable.
     
Nortek is seeking to increase its revolving credit facility to
$200 million from $100 million and modify certain covenants to
accommodate a potential $50 million acquisition and provide
additional liquidity to support its growth objectives.
      
"The ratings on Nortek reflect its very aggressive financial
policy, heavy debt burden, competitive, cyclical markets, and cost
pressures," said Standard & Poor's credit analyst Pamela Rice.
Nortek's somewhat diversified portfolio of building products,
relatively stable cash flows, and a manageable debt maturity
schedule partially mitigate these factors.
     
Providence, Rhode Island-based Nortek's key product lines include:

   * kitchen range hoods and bath fans;

   * heating, ventilating, and air conditioning systems for
     site-built residential, custom-designed commercial, and
     manufactured housing applications; and

   * audio/visual distribution and control systems and security
     and access control products.
     
Standard & Poor's expects:

   * good brand names;

   * well-established positions in the major channels of
     distribution;

   * new product introductions; and

   * a focus on low-cost operations

to help sustain Nortek's solid market shares.

Nortek's cost structure is benefiting from facilities
rationalization and the leveraging of direct and indirect sourcing
with foreign and domestic suppliers. In addition, branding efforts
are driving residential sales in air conditioning and heating
products.  The company also has some geographic diversity,
generating close to 20% of sales outside the U.S.  Still, markets
are mature and subject to the cyclicality of new residential
(including manufactured housing) and commercial construction
although more stable replacement and remodeling activity accounts
for just over 50% of sales.
     
Earnings diversity provided by Nortek's business mix and the
likely continuation of improvement in the company's cost position
through strategic sourcing and plant rationalization are positives
for stable internal cash generation.  Aggressive shareholder
actions or a step-up in more sizable debt-financed acquisitions
could lead to a negative outlook.  Upside ratings potential is
limited in the near term by the company's very aggressive
financial policy, despite a business position that could support a
higher rating.


NORTEL NETWORKS: S&P Places B- Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Nortel
Networks Ltd., including the 'B-' long-term corporate credit
rating, on CreditWatch with negative implications, after:

   * Nortel's announced restatement of financial results for:

     -- 2003,
     -- 2004, and
     -- first nine months of 2005; and

   * a delay in meeting its filing requirements for 2005.
     
The financial restatements are limited in scope and are expected
to be modest in comparison with Nortel's previous restatement
activities.  In addition, Nortel expects to complete its
restatements, as well as file its 2005 annual report by the end of
April 2006.  Nevertheless, Nortel will not be in compliance with
its various regulatory filing requirements as of March 16, 2006,
and as a result will be in breach of covenants under its recently
completed US$1.3 billion credit facility, as well as the EDC
support facility.  It will subsequently (as of April 1) be in
breach of covenants under its public indentures.
     
"Given the limited scope of the restatements and expected
short-term resolution of the issue, Nortel should be able to
obtain necessary waivers and manage through this period," said
Standard & Poor's credit analyst Joe Morin.  "Inability to do so,
however, could lead to a series of events that would potentially
severely strain Nortel's liquidity," he added.  
     
Should Nortel complete its filings by the end of April as
expected, and there are no further negative consequences arising
from this matter, Standard & Poor's will likely affirm the 'B-'
rating and assign a positive outlook.


OCA Inc: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: OCA, Inc.
        fdba Orthodontic Centers of America, Inc.
        3850 North Causeway Boulevard, Suite 800
        Metairie, Louisiana 70002
        Tel: (504) 834-4392

Bankruptcy Case No.: 06-10179

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      Orthodontic Centers of Alabama, Inc.      06-10180
      Orthodontic Centers of Arizona, Inc.      06-10181
      Orthodontic Centers of Arkansas, Inc.     06-10182
      Orthodontic Centers of California, Inc.   06-10183
      Orthodontic Centers of Colorado, Inc.     06-10184

Type of Business: The Debtors specialize in orthopedic surgery.

Chapter 11 Petition Date: March 14, 2006

Court: Eastern District of Louisiana (New Orleans)

Debtors' Counsel: William H. Patrick, III, Esq.
                  Heller Draper Hayden Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

Debtors' financial condition as of December 31, 2005:

      Total Assets: $545,220,000

      Total Debts:  $196,337,000

The Debtors did not file a list of their 20 largest unsecured
creditors.


PINNACLE ENTERTAINMENT: Plans to Acquire Aztar for $2.1 Billion
---------------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) and Aztar Corporation's
(NYSE: AZR) Boards of Directors have unanimously approved a
definitive merger agreement under which Pinnacle will acquire all
of the outstanding shares of Aztar for $38.00 per share in cash.  
This represents a premium of approximately 24% over Aztar's
closing stock price on March 10, 2006.  The fully financed
transaction is valued at approximately $2.1 billion, including
approximately $1.45 billion of equity on a fully diluted basis and
approximately $723 million in indebtedness.

Together, Pinnacle and Aztar will have assets in most of the
largest gaming markets in the U.S., with a strong presence in
Nevada, New Jersey, Louisiana, Missouri and Indiana.  Including
current development projects, the combined company will have an
expansive footprint with 12 major gaming properties in the U.S.,
and more than 8,800 hotel rooms and approximately 22,000 slot
machines system-wide.

"Combining Pinnacle and Aztar makes tremendous sense," Daniel R.
Lee, Pinnacle's Chairman and Chief Executive Officer, said.  "This
transaction will enable Pinnacle to further broaden and diversify
its geographic presence and cash flows, as well as generate cross-
marketing synergies.  We intend to create a nationwide casino
network, not unlike that of some of our larger competitors.  We
believe that we will be able to leverage the combined company's
extensive network to increase customer loyalty across the system
and attract additional customers to the company's destination
resort/hotel properties in Las Vegas and Atlantic City.

The transaction is subject to approval by Aztar shareholders and
the satisfaction of customary closing conditions, including the
receipt of necessary regulatory and governmental approvals.  The
transaction is not subject to financing and is expected to close
by the end of the year.

Pinnacle has received a financing commitment from Bear, Stearns &
Co. Inc. and Lehman Brothers Inc. to complete the transaction.

Lehman Brothers Inc. and Bear, Stearns & Co. Inc. served as
financial advisors to Pinnacle and Wachtell, Lipton, Rosen & Katz
and Irell & Manella LLP acted as legal advisors.  Goldman Sachs
served as financial advisor to Aztar and Skadden, Arps, Slate,
Meagher & Flom, LLP acted as legal advisor.

                     About Aztar Corporation

Aztar Corp. http://www.aztarcorp.com/-- is a publicly traded  
company that operates Tropicana Casino and Resort in Atlantic
City, New Jersey, Tropicana Resort and Casino in Las Vegas,
Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada,
Casino Aztar in Caruthersville, Missouri, and Casino Aztar in
Evansville, Indiana.

                  About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,   
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                         *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services revised its CreditWatch implications on
Pinnacle Entertainment Inc. (B+/Watch Neg/--) to negative from
positive, after Pinnacle signed a definitive merger agreement to
acquire the outstanding shares of Aztar Corp. (BB/Watch Neg/--).

"The CreditWatch listing on Pinnacle reflects the potential for a
substantial weakening in the company's credit profile following
the acquisition announcement," Standard & Poor's credit analyst
Michael Scerbo said.

Also, as reported in the today's Troubled Company Reporter, Fitch
Ratings has placed the ratings of Pinnacle Entertainment (NYSE:
PNK) on Rating Watch Negative.  The ratings affected include:

     -- Issuer default rating 'B';
     -- Senior secured credit facility rating 'BB/RR1';
     -- Senior subordinated note rating 'CCC+/RR6'.

The Negative Watch reflects Pinnacle's announced merger agreement,
under which Pinnacle will acquire all of the outstanding shares of
Aztar Corporation for approximately $1.45 billion in cash and
assume approximately $723 million of debt.  According to Pinnacle
management, the transaction is expected to close late in 2006.


PINNACLE ENT: Aztar Merger Deal Prompts Fitch's Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed the ratings of Pinnacle Entertainment
(NYSE: PNK) on Rating Watch Negative.  The ratings affected
include:

     -- Issuer default rating 'B';
     -- Senior secured credit facility rating 'BB/RR1';
     -- Senior subordinated note rating 'CCC+/RR6'.

The Negative Watch reflects Pinnacle's announced merger agreement,
under which Pinnacle will acquire all of the outstanding shares of
Aztar Corporation for approximately $1.45 billion in cash and
assume approximately $723 million of debt.  According to Pinnacle
management, the transaction is expected to close late in 2006.

Pinnacle will acquire five casinos that generated $217 million of
EBITDA in 2005.  Pro forma, the combined entity's cash flow will
likely be between $400 million and $425 million, and debt could
exceed $3 billion, which would result in debt to EBITDA of more
than 7x and EBITDA to interest below 2x.

Additionally, the capital needed for several projects makes the
opportunity to delever through internally generated cash flow
increasingly unlikely in the near to intermediate term.  These
projects include:

     * the two St. Louis projects,

     * the expansions at Belterra and L'Auberge du Lac,

     * the new hotel at Boomtown New Orleans and

     * the potential redevelopment of the Las Vegas Tropicana
       property.

Fitch does have a positive view of the transaction from an
operational viewpoint.  Most importantly, the transaction provides
an entry into the desirable Las Vegas and Atlantic City markets.  
Fitch believes that subsequent to the closing of the transaction,
more than a third of Pinnacle's cash flow will be derived from
Atlantic City and Las Vegas. Additionally, the transaction will
provide further diversification, as the new company will have
gaming operations in more than a dozen distinct markets.

Fitch will resolve the Negative Watch following clarification of
key issues tied to Pinnacle's financing and property development
plans.  While it is clear that the transaction will be debt-
funded, the allocation between secured and unsecured debt has not
been disclosed.  In addition, any future rating action will
incorporate analysis of potential regulatory responses to the
proposed transaction and will be influenced by the company's
identification of potential revenue and cost synergies.


PLIANT CORP: Releases Schedules of Assets and Liabilities
---------------------------------------------------------
Pliant Corporation and its debtor-affiliates reported that they
have $456,335,995 in total assets to pay for $1,044,146,460 in
debts.  The Debtors disclosed to the U.S. Bankruptcy Court for the
District of Delaware what assets own and what liabilities they owe
in their schedules of assets and liabilities.  

The Schedules of Assets and Liabilities are required filings with
the Bankruptcy Court.

A.     Real Property
          Industrial Facility - Calhoun, GA          $1,200,000
          Industrial Facility - Chippewa Falls, WI    1,500,000
          Industrial Facility - Dalton, GA            2,200,000
          Industrial Facility - (1330) Danville, KY   1,000,000
          Industrial Facility - (1360) Danville, KY   2,000,000
          Industrial Facility - Harrington, DE        2,850,000
          Industrial Facility - Lewisburg, TN         1,300,000
          Industrial Facility - Macedon, NY           6,900,000
          Industrial Facility - McAlister, OK         2,100,000
          Manufacturing Bldg. - Merced, CA            2,150,000
          Industrial Facility - Newport News, VA      3,550,000
          Industrial Facility - Odon, IN              1,000,000
          Pliant Corp. - Deerfield, MA                6,800,000
          Pliant Corp. - Kent, WA                     8,100,000
          Pliant Industrial Facility - GA             1,700,000

B.     Personal Property
B.1    Cash on hand
          Petty Cash Funds                                6,400
B.2    Bank Accounts
          LaSalle Bank N.A. - Concentration           2,929,434
          LaSalle Bank N.A. - GECC Collections        4,008,594
          Wachovia - Concentration                      298,738
B.3    Security Deposits
          Dominion Virginia Power                        71,137
          GE Commercial Finance Capital Solutions     6,823,248
          Mackinac, LLC                                  68,718
          Winthrop Resources                             35,221
          Other                                           2,500
B.4    Household goods and furnishings                        0
B.5    Collectibles                                           0
B.6    Wearing apparel                                        0
B.7    Furs and jewelry                                       0
B.8    Hobby equipment                                        0
B.9    Interests in insurance policies
          Canadian Insurance Policies                   unknown
          U.S. Insurance Policies                       unknown
B.10   Annuities                                              0
B.11   Interest in an education IRA                           0
B.12   Interest in pension plans                              0
B.13   Stock and interests in businesses
          ASPEN Industrial, S.A. de C.V. - 99%          unknown
          Jacinto Mexico, S.A. de C.V. - .008%          unknown
          Pliant Corp. Intrn'l. - 100%                  unknown
          Pliant Corp. of Canada Ltd. - 100%            unknown
          Pliant Corp. Pty. Ltd. - 99%                  unknown
          Pliant de Mexico, S.A. de C.V. - .00002%      unknown
          Pliant Film Products GmbH - 100%              unknown
          Pliant Film Products of Mexico - 100%         unknown
          Pliant Investment, Inc. - 100%                unknown
          Pliant Packaging of Canada, LLC - 100%        unknown
          Pliant Solutions Corp. - 100%                 unknown
          Uniplast Holdings, Inc. - 100%                unknown
B.14   Interests in partnerships or joint ventures            0
B.15   Government and Corporate Bonds                         0
B.16   Accounts Receivable
          3M - St. Paul                                 201,199
          3M de Pliant Corp.                            236,505
          3M Mexico SA de CV                            394,222
          Admiral Packaging, Inc.                       430,828
          Alcan Packaging - Bellwood                    375,615
          Alcan Packaging - Shelbyville               6,058,068
          Alcan Packaging Canad Ltd. - Weston           137,927
          Alcan Packaging Mexico SA de CV               214,353
          Allied Packaging Corp. - Sourthern CA         182,555
          Allpak, Inc.                                  261,290
          Alpha Group                                   225,168
          American Baker Coop                           139,172
          American Biltrite                             277,626
          American Packaging Corp.                      491,869
          Apex Packaging & Industrial Supply, LLC       178,048
          Applied Composites Corp.                      109,811
          Aqua Terra Biochemical                        280,354
          Arquest                                       186,430
          Associated Hygienic Products                  233,674
          Atlantic Packaging - Charlotte                377,058
          Atlantic Packaging - Dun                      133,135
          Atlantic Packaging - Green                    384,961
          Atlantic Packaging - Tabor                    125,188
          Atlantic Packaging - Wilmington               102,266
          Atlantic Packaging (Donae Pet Care)           266,876
          Aunt Millies Bakeries                         164,042
          Avent Inc.                                    212,687
          Bakery Chief LLC                              161,375
          Baxter Healthcare Corp.                       595,523
          Becton Dickinson - Rantoul, IL              1,075,614
          Becton Dickinson - Singapore                  221,643
          Bemis Shelbyville, Inc.                       833,347
          Birds Eye Foods                               611,152
          Bismarck Trading Co.                          187,932
          Bi-State Packaging - Kraft 518                162,454
          Bonnie Baking Co.                             108,005
          Bremner - Poteau Facility                     291,628
          Bremner - Princeton                           186,137
          Bryce Company LLC                             544,229
          Bunzl Houston                                 103,484
          Bunzl Papercraft Philadelphia                 141,365
          BW Cooney                                     123,100
          C & H Packaging                               442,742
          Cadillac Products Packaging                   586,708
          Caleco Soil Services Inc.                     936,355
          Campbell Soup Co. - Maxton Plant              247,841
          Campbell Soup Co. - Napoleon Plant            117,184
          Campbell Soup Co. - Sacramento Plant          207,351
          Cardinal Health                               513,622
          Cello Foil                                    466,335
          CIMS                                          140,126
          Clear Cast Technologies                       121,097
          Clear Lam Packaging                         1,043,485
          Cold Pack Systems, Inc.                       185,994
          Consolidated Procurement                      160,876
          Converting Machinery Technologies             149,684
          Costco Wholesale                              772,527
          Courier Packaging                             124,008
          CPS Inc.                                      346,590
          Crosstex                                      160,869
          CTI Industries Corp.                          244,807
          Dake Packaging Products                       110,441
          Dex Del Noroeste                              154,204
          El DuPont de Nemours & Co.                    324,315
          Eternal Chemical Co.                          444,245
          Eternal Electronic Material Co. Ltd.          110,119
          Eternal Technology Corp.                      144,190
          First Quality Products                        740,956
          Food Lion Inc. - 443                          200,017
          Fox Packaging, Inc.                           101,814
          Freedom Packaging                             416,134
          Fulton Paper Company                          114,819
          GE Polymershapes                              114,305
          Genpak                                        201,571
          George Weston Bakeries - Greenwich            365,986
          Gilster - Mary Lee Corp.                      231,040
          Global Packaging                            2,063,987
          Gold Medal Bakery Inc.                        116,651
          Gourmet Express                               112,471
          Haywood VOC Opps                              192,184
          Hi Films                                      434,139
          Hollingsworth & Vose Co.                      172,969
          Hospital Specialty Co.                        277,678
          Huhtamaki Flexibles - Malvern                 171,367
          IGA, Inc.                                     120,911
          Imperial Sugar - Savannah                     218,725
          Industrial Packaging Corp.                    362,269
          Inland Paper Products                         682,380
          J R Simplot - Boise                           112,525
          J&J Converting LLC                            272,245
          Jesco Industrial Supply                       196,682
          Johnson & Johnson - Montreal                1,301,662
          Johson Bryce Inc.                             135,700
          JRJ Tomato Inc.                               106,150
          Kagima Representaciones SA de CV              302,722
          Kimberly-Clark de Mexico SA CV                167,824
          Kimberly-Clark Global Sales Inc.            1,512,869
          Kiss Baking                                   163,297
          Knauf Fiberglass                              310,351
          Kraft Canada                                  458,666
          Kraft Foods - Naperville                      242,552
          Kraft Foods Inc. (SA-5371)                    310,387
          Kraft Foods Inc. (SA 5375)                    533,132
          Kraft Foods Inc. (SA 5334)                    161,775
          Kraft Foods Inc. (SA 5338)                    261,518
          Kraft Foods Inc. (SA-5385)                    398,023
          Kroger - Indianapolis                         107,545
          Kroger - Peytons Mid South                    348,709
          Kroger - Ralphs Grocery Company (Dist)        125,640
          Lakeside Foods                                117,860
          Little Rapids Corp.                           134,475
          LPS Industries                                218,006
          Ludlow Coated Products - Homer                106,546
          Martins Famous Pastry                         136,086
          Master & Frank Enr. Co., Ltd.                 462,882
          Master Packaging                              184,960
          MCA Empaquess SA de CV                        785,920
          Meridian - Grabill SMC                        213,120
          Mission Foods - Dallas                        166,884
          Mission Foods - Fife                          147,802
          Mission Foods - Fresno                        222,250
          Mission Foods - Goldsboro                     181,511
          Mission Foods - Houston                       150,663
          Mission Foods - Jefferson                     217,268
          Mission Foods - Olympic                       489,947
          Mission Foods - Penn                          141,475
          Mission Foods - Pueblo                        126,373
          Mission Foods - Rancho                        535,615
          Mission Foods - Tempe                         144,526
          MJB Plastics, Inc. - 336                      101,263
          Molnlycke Health Care, SA de CV               257,464
          Monte Package Co.                             282,021
          Multipak Ltd.                                 106,209
          Nan Ya Plastics                               244,873
          New Bakery of Ohio                            110,633
          New World Pasta - St. Louis                   100,895
          Nickles Alfred Bakery                         244,636
          NORPAC Foods                                  158,337
          North American Corp.                          351,293
          North States Flexible                         644,063
          Northeast Foods Inc. - Parent                 306,675
          NPS - GA                                      806,810
          NPS - NJ                                      441,913
          Nutrigo SA de CV                              224,274
          Oracle Flexible Packaging, Inc.               124,503
          Outlook Label Systems Inc.                    126,150
          Overwraps Inc.                                148,796
          Packaging Specialties Inc.                    700,234
          Pakwest Paper & Packaging                     118,243
          Paper-pak Industries                          487,383
          Paper-Pak Products                          1,995,318
          Patterson Frozen Food                         119,652
          Pechiney Plastic Pkg. Inc. - Joplin           225,253
          Pechiney Plastic Pkg. Inc. - Menasha        1,835,833
          Pepperidge Farms - Aiken                      107,249
          Pepperidge Farms - Denver                     162,211
          Pepperidge Farms - Downers Grv                353,449
          Pepperidge Farms - Lakeland                   409,026
          Pepperidge Farms - Norwalk                    281,460
          Pepsico Supplier Financial Services           426,593
          Pictsweet Frozen Foods                        737,800
          Pinnacle Foods Group Inc. - NJ                116,204
          Pinnacle Foods Group Inc. - TN                157,756
          Plastic Packaging Inc. - NC                   128,593
          Premix Inc.                                   112,317
          Presto Absorbent Products Inc.                258,214
          Presto Tape                                   290,196
          Printpack Inc. - Greensburg                   138,665
          Printpack Packaging de Mexico SA de CV        121,504
          PSI - (IND)                                   114,794
          Publix Super Markets                          468,944
          Publix Super Markets, Inc. - Expense          195,960
          Publix Super Markets, Inc. - Merchandising    201,171
          Quality Polymers Inc.                         151,300
          R. Sabee Company LLC                          102,755
          Rainier Plastics Inc.                         114,294
          Ralston Foods - Battle Creek                  107,978
          Ralston Foods - Lancaster                     128,296
          Reflectix                                     293,134
          Regal Poly-pak                                461,538
          Riceland Foods Inc.                           215,480
          Rollprint Packaging                           179,634
          RWE SCHOTT Solar                              170,701
          Sara Lee Bakery Group Inc.                    172,659
          Schlegel Manufacturing                        713,873
          Schmidt Baking Co.                            203,847
          Selig Sealing Products Inc.                   163,114
          Seville Flexpack Corp.                        392,889
          Seville Packaging Inc.                        144,793
          Sierra Coverting Corp.                        206,229
          Smurfit Stone Flexible Pkg. - WI              193,003
          Sobeys Inc. - Quebec - Hudon                  351,296
          Sonoco Flexible Pkg. - Charlotte              200,693
          Sonoco Flexible Pkg. - Edinburgh              449,509
          Sonoco Flexible Pkg. - Franklin               102,646
          Sonoco Flexible Pkg. - Morristown             367,014
          Spartech Plastics                             284,667
          Specialty Packaging Inc.                      147,836
          Star Packaging Inc.                           238,036
          Supervalu Bakery Dept.                        283,320
          Tape Products Co. - 516                       224,602
          Tape Products Co. - 518                       164,547
          Taylor & Fulton Inc.                          123,394
          The Coca-cola Company                         397,263
          Townsend Farms                                165,185
          Trinity Plastics                              351,296
          Twin City Foods                               132,077
          Tyco Healthcare Group LP                    4,181,453
          Tyco Healthcare Retail - San Ysidro         1,016,398
          Tyco Healthcare Retail GRP - Macon          1,649,804
          Tyco Healthcare Retail - KOP                2,187,168
          Tyco Plastics                                 116,195
          Ultra-Pak Inc.                                125,481
          Walmart DC 6008                               529,943
          Web Converting Inc. (Holliston)               157,528
          Web Converting of Fort Wayne, Inc.            465,330
          Western Plastics Calhoun                      419,869
          Weston Bakeris Ltd. - Mississauga             252,684
          William-Allen Co. Inc.                        162,873
          XPEDX - Cincinnati-30                         372,104
          XPEDX - Denver                                132,600
          XPEDX - Glendale Heights                      196,959
          XPEDX - Greenville                            103,250
          XPEDX - Harrisburg                            101,430
          XPEDX - Hayward                               281,585
          XPEDX - Pewaukee                              223,249
          Others                                     26,191,471
B.17   Alimony                                                0
B.18   Other liquidated debts owing debtor                    0
B.19   Equitable or future interests                          0
B.20   Interests in estate of a decedent                      0
B.21   Other Contingent & Unliquidated Claims                 0
B.22   Intellectual property                            unknown
          See http://bankrupt.com/misc/PCExB22.pdf
B.23   General intangibles                                    0
B.24   Customer lists or compilations                 2,648,052
B.25   Vehicles                                          48,071
          See http://bankrupt.com/misc/PCExB25.pdf
B.26   Boats, motors and accessories                          0
B.27   Aircraft and accessories                               0
B.28   Office Equipment
          Chippewa Falls, WI                             62,132
          Danville, KY                                   70,293
          Kent, WA                                       47,851
          Macedon, NY                                   428,776
          Newport News, VA                              282,236
          Schaumburg, IL                              1,421,153
          Others                                        173,001
B.29   Machinery, fixtures, equipment and supplies
          Bloomington, IN                            13,001,742
          Chippewa Falls, WI                         13,329,644
          Dalton, GA                                 14,683,920
          Danville, KY                               10,419,909
          Georgia, WA                                26,718,431
          Harrington, DE                             11,715,372
          Kent, WA                                   10,585,409
          Lewisburg, TN                              13,183,722
          Macedon, NY                                19,988,360
          McAlester, OK                              20,701,875
          Others                                     33,736,012
B.30   Inventory
          Chippewa Falls, WI                          7,272,268
          Danville, KY                                4,298,641
          Georgia, WA                                10,220,873
          Harrington, DE                              4,820,272
          Kent, WA                                    8,828,992
          Lewisburg, TN                               6,807,200
          Macedon, NY                                15,101,488
          McAlester, OK                               7,660,418
          South Deerfield, MA                         7,042,873
          Others                                     16,918,035
B.31   Animals                                                0
B.32   Crops                                                  0
B.33   Farming equipment and implements                       0
B.34   Farm supplies, chemicals and feed                      0
B.35   Other Personal Property
          Major Spare Parts - Macedon, NY             2,243,559
          Other receivables - La Mirada, CA           1,100,000
          Phenix Note AR - Winston-Salem, NC            864,374
          Other Prepaid - Schaumburg, IL                492,605
          Major Spare Parts - Kent, WA                  446,059
          Miscellaneous AR - Schaumburg, IL             419,178
          Resin Vendor Rebate - Houston, TX             406,612
          Alliant Escrow Account - Chicago, IL          390,950
          Prepaid Legal - Kansas City, MO               155,833
          Others                                      1,184,566

          TOTAL SCHEDULED ASSETS                   $456,335,995
          =====================================================

C.     Property Claimed as Exempt                            $0

D.     Secured Claim
          General Electric Capital Corp.            132,066,322
          Wilmington Trust Co.
             11-5/8% Sr. Secured Notes due 2009     269,755,013
             11-1/8% Sr. Secured Notes due 2009     266,453,036
          Others                                        246,303

E.     Unsecured Priority Claims
          City of Chippewa Falls - City Treasurer        31,076
          City of Kent                                    4,693
          County of Merced                               11,840
          Monroe County Treasurer                       151,364
          Pittsburgh County Treasurer                    88,512
          Treasurer of Davies County                     47,592
          Others                                        unknown

F.     Unsecured Non-priority Claims
          Allen Lev                                   1,047,124
          Ampacet Corporation                           840,897
          BASF USA                                      980,470
          Chevron Philips Chemical                    1,049,625
          Clearfield Closure                          1,101,537
          DuPont - Chicago                              961,934
          Equistar                                    2,333,854
          GE Capital                                    811,673
          Huntsman Polymers                             818,560
          Judy Bartolini - BoNY Midwest Trust Co.
             Account No. 447013AH6                  228,383,712
             Account No. 729136AC5                  110,248,107
          Oxyvinyls                                   1,013,736
          Paper Converting                            1,280,181
          Paper Converting Machine Co.                1,213,624
          Sun Chemical Corporation (NJ)                 997,930
          Total Petrochemicas (f/k/a Atofina)         1,847,055
          Litigation Claimants                          unknown
             See http://ResearchArchives.com/t/s?681
             for list of litigation claimants
          Others                                     20,360,690

          TOTAL SCHEDULED LIABILITIES            $1,044,146,460
          =====================================================

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  As of Sept. 30, 2005, the company had $604,275,000 in
total assets and $1,197,438,000 in total debts.  (Pliant
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RECYCLED PAPERBOARD: Files Disclosure Statement in New Jersey
-------------------------------------------------------------
Recycled Paperboard, Inc., of Clifton delivered a Disclosure
Statement explaining its Chapter 11 Plan of Orderly Liquidation to
the U.S. Bankruptcy Court for the District of New Jersey.

                      Overview of the Plan

The Debtor tells the Court that the plan will be funded using
proceeds of the sale of its assets and proceeds from the pursuit
of avoidance actions and collection of accounts receivables.

                      Treatment of Claims

Under the Plan, Administrative Expenses, Priority Tax Claims and
Priority Non-Tax Claims will be paid in full.

The Secured Claim of the City of Clifton, totaling $683,000, will
be paid in full.

The Secured Claim of Ackerman Realty Associates LLC, totaling
$2.8 million, will be paid in full using available cash remaining
from the proceeds of the liquidation of the Debtor's assets.

The Secured Claim of V. Ponte & Sons, totaling $1 million, will be
paid to extent of available cash remaining after payment of
administrative claims, priority claims and the secured claims of
Clifton and Ackerman.

General Unsecured Claims will receive:

     (a) an initial pro-rata distribution of funds remaining in
         the estate after payment of all other claims; and

     (b) a pro-rata distribution from the collection of accounts
         receivable and after all Avoidance Actions have been         
         completed.

Equity Interest Holders will receive nothing under the Plan and
their interests will be extinguished.

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
and bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).  
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RIDDELL BELL: Moody's Rates $70 Million Credit Facility at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Riddell Bell
Holdings, Inc.'s proposed $415 million senior secured credit
facilities, which will fund its acquisition of Easton Sports,
Inc., and refinance its existing senior secured bank debt.  In
February 2006, Riddell announced that it reached an agreement to
acquire 100% of the outstanding capital stock of Easton for
approximately $385 million.  

The ratings confirmation primarily reflects the sensible strategic
rationale of the acquisition and Moody's belief that credit
metrics are still appropriate for the B1 ratings category when
considering the significant $190 million equity contribution
from sponsors Fenway Partners, Inc. and Teachers' Private Capital.  
As part of this action, Moody's also affirmed Riddell's SGL-2
speculative grade liquidity rating.  Upon completion of the
acquisition, Riddell Bell Holdings, Inc. will be renamed
Easton-Bell Sports, Inc. The ratings outlook is stable.  The
ratings are subject to review of final documentation.  This action
completes a review that was initiated on Feb. 8, 2006.

These ratings were assigned:

   Issuer: Riddell Bell Holdings, Inc.

   * B1 rating for $70 million guaranteed senior secured
     revolving credit facility due 2012;
   * B1 rating for $335 million guaranteed senior secured term
     loan B due 2012;

   Issuer: Easton Sports Canada, Inc.

   * B1 rating for CDN$12 million guaranteed senior secured
     revolving credit facility due 2012;

These ratings were confirmed:

   Issuer: Riddell Bell Holdings, Inc.

   * B1 corporate family rating;
   * B3 for $140 million 8.375% guaranteed senior subordinated
     notes due 2012;
   * B1 rating for $50 million guaranteed senior secured
     revolving credit facility due 2010;
   * B1 rating for $109 million guaranteed senior secured term
     loan due 2011.

The ratings confirmation recognizes that the Riddell and Easton
combination creates a portfolio of strong proprietary brand names
with stable and leading market positions in multiple product
categories, increases the combined organization's scale and
purchasing power, accommodates greater product breadth and depth
for its retail customers, allows both companies to leverage each
other's technology and unique product development capabilities,
diversifies Riddell's customer channels, and increases the
proportion of revenues it derives from specialty and big box
sporting goods retailers that place greater emphasis on premium
products relative to mass merchandisers.

Additionally, Easton and Riddell share similar strategies of
developing innovative sports equipment that elevates premium price
points.  The ratings also consider Easton's long operating history
and its strong reported operating margins of 14.4% for FY2005,
Riddell's substantial NOL's, the combined entity's relatively
modest capital expenditure requirements, and the opportunity to
realize cost savings through the streamlining of redundant
facilities and administrative costs.

Notwithstanding these positives, the ratings also reflect Moody's
concerns over the large purchase price multiple, still meaningful
pro forma leverage with debt to EBITDA over 5.0 times, and the
fact that Easton's operating income has remained relatively flat
the last couple of years despite strong sales growth.

The ratings also reflect the concern that the acquisition will
further protract the expected improvements in Riddell's free cash
flow to debt metric, which Moody's anticipated following the
completion of the Bell Sports integration.  Specifically, Moody's
believes that increased interest expense and integration spending
levels will continue to constrain Riddell Bell's free cash flow to
debt metric to the low-single digit range for 2006, although
recognizing that free cash flow should be stronger in 2007 as
anticipated spending for integration declines.  Other ongoing
rating restraints include the potential for additional
acquisitions, low-growth product categories, the potential for
unforeseen integration challenges, product liability risks, and
the fact that some of the company's products are subject to
discretionary spending trends.

The stable outlook reflects Moody's expectation that, despite the
magnitude of the transaction, Riddell will not encounter any
material challenges as it integrates Easton, particularly when
considering Riddell's success integrating Bell Sports and its
limited product overlap with Easton.  The stable outlook also
reflects Moody's expectation that the combined company will
compensate for potentially weaker near-term free cash flow metrics
by expanding EBITDA levels through innovative product
introductions and to a lesser extent cross-selling product through
channels.  

Specifically, Moody's expects that the company's debt to EBITDA
will slightly decline below 5.0 times by the end of 2006 and that,
despite integration spending, it will sustain a free cash flow to
debt in the low-single digits for 2006 and in the high-single
digits for 2007.  Negative pressure could be applied to the
outlook or ratings if the company's debt to EBITDA exceeds 5.5
times, if free cash flow falls to negative levels in 2006, or if
free cash flow to debt fails to reach the high single digit levels
in 2007.  Moody's does not anticipate positive rating pressures
over the coming twelve months given limited debt repayment
prospects, but could consider favorable actions over the longer-
term if leverage declines below 4.5 times or free cash flow to
debt increases above 10% on a sustainable basis.

As part of this action, Moody's affirmed Riddell's SGL-2
speculative grade liquidity rating.  The rating affirmation
considers Moody's expectation that a combined Riddell and Easton
will generate roughly $10 to $15 million of free cash flow in
2006, which more than adequately covers $3.5 million of term loan
amortization.  Moody's notes that cash flow variability is highly
dependent on actual levels of restructuring spending, the
realization of synergies/cost savings as well as the potential for
working capital volatility in light of elevated raw material and
energy costs.

Moody's also expects that the proposed $70 million revolving
credit facility will adequately meet the company's seasonal
working capital needs, particularly as it builds football
inventories through the first half of the year, culminating in an
estimated peak usage ranging from $40 million to $45 million in
the June quarter.  Nevertheless, Moody's anticipates that the
company will repay most of this balance by year-end 2006 as
receivables from the company's institutional customers are
collected and baseball inventories begin to decline.  A CDN$12
million revolving credit facility also supplements the company's
liquidity.  The proposed credit agreement will likely include an
interest coverage ratio, maximum leverage ratio, and maximum
consolidated capital expenditures.  However, the speculative grade
liquidity rating is restrained by the fact that substantially all
of the company's assets, including the Canadian assets, will be
pledged under the proposed senior secured credit facilities.

The B1 rating on the senior secured credit facilities reflects
their priority position in the capital structure.  Parent RBG
Holding Corp. and domestic subsidiaries will guarantee the debt
and pledge substantially all of their assets and capital stock to
the facilities.  Material foreign subsidiaries will pledge 65% of
their capital stock to the facilities, but will not be guarantors.  
The Canadian revolving credit facility will be secured by Canadian
assets and will benefit from guarantees from U.S. and Canadian
subsidiaries.  Notching above the corporate family rating is
precluded by the predominant position of these facilities in the
capital structure.  The notching of the senior subordinated notes
reflects their contractual subordination and Moody's expectation
that the company will file a supplemental indenture adding Easton
Sports as a guarantor for these notes.

Headquartered in Irving, Texas, Riddell Bell Holdings, Inc., is a
leading developer and marketer of head protection equipment and
related accessories for numerous athletic and recreational
activities.  Easton Sports, Inc. is primarily a manufacturer and
distributor of sporting goods for team sports, such as baseball,
softball, and hockey.  Additionally, the company sells bike
products on an original equipment manufacturer and aftermarket
basis. Both companies have combined revenues of about $600
million.


RIVERSTONE NETWORKS: Panel Wants Landis Rath as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Riverstone Networks, Inc., and its debtor-affiliates' bankruptcy
cases asks the Honorable Christopher S. Sontchi of the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Landis Rath & Cobb LLP as its local bankruptcy counsel,
nunc pro tunc to Feb. 17, 2006.

To minimize duplication of efforts, Landis Rath will coordinate
its work with Schulte Roth & Zabel LLP, the Committee's lead
counsel.  

Landis Rath will:

   (a) render legal advice with respect to the powers and duties
       of the Committee and other participants in the Debtors'
       cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' cases and to the
       extent those matters may affect the Debtors' creditors;

   (c) participate in negotiations with parties-in-interest with
       respect to any disposition of the Debtors' assets, plan of
       reorganization and disclosure statement in connection with
       that plan, and otherwise protect and promote the interests
       of the Debtors' creditors;

   (d) prepare all necessary applications, motions, answers,
       orders, reports and papers on behalf of the Committee, and
       appear on behalf of the Committee at Court hearings as
       necessary and appropriate in connection with the Debtors'
       cases;

   (e) render legal advice and perform legal services in
       connection with those services; and

   (f) perform all other necessary legal services in connection
       with the Debtors' chapter 11 cases, as may be requested by
       the Committee.

Adam G. Landis, Esq., a partner at Landis Rath & Cobb LLP,
discloses that the Firm's hourly rates are:

   Professional             Designation     Hourly Rate
   ------------             -----------     -----------
   Adam G. Landis, Esq.     Partner             $480
   Kerri K. Mumford, Esq.   Associate           $250

Mr. Landis assures the Court that Landis Rath & Cobb LLP is
"disinterested" as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code and that the Firm does not have an interest
materially adverse to the interest of the estates.

Objections to Landis Rath's retention, if any, must be submitted
at 4:00 p.m. on Mar. 16, 2006.  Judge Sontchi will convene a
hearing at 2:30 p.m. on Mar. 23, 2006, to consider the Committee's
request.

Landis Rath & Cobb LLP -- http://www.lrclaw.com/-- specializes  
bankruptcy and commercial litigation services.

Mr. Landis can be reached at:

      Adam G. Landis, Esq.
      Landis Rath & Cobb LLP
      P.O. Box 2087
      919 Market Street, Suite 600
      Wilmington, DE 19899
      Tel: (302) 467-4400
      Fax: (302) 467-4450

Headquartered in Santa Clara, California, Riverstone Networks,
Inc. -- http://www.riverstonenet.com/-- provides carrier Ethernet
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  As of
Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.


RIVERSTONE NETWORKS: Trustee Names Equity Security Holders Panel
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Court, the United
States Trustee for Region 3 appointed five shareholders to serve
on an Equity Security Holders Committee in Riverstone Networks,
Inc., and its debtor-affiliates' Chapter 11 cases:

    1. S-Squared Tech, LLC
       Attn: Don Rode
       515 Madison Avenue
       New York, New York 10022
       Tel: (212) 297-2555
       Fax: (212) 297-2550
    
    2. S. Muoio & Co., LLC
       Attn: Salvatore Muoio
       509 Madison Avenue
       New York, New York 10022
       Tel: (212) 297-2555
       Fax: (212) 297-2550

    3. Portfolio Logic, LLC,
       Attn: Michael H. McKay
       600 New Hampshire Avenue
       Washington, DC 20037
       Tel: (202) 266-7900
       Fax: (202) 339-6570
    
    4. Xerion Partners II Master Fund, Ltd.
       Attn: Daniel Arbess
       450 Park Avenue
       New York, New York 10022
       Tel: (212) 940-9828
       Fax: (212) 940-9858

    5. Lonestar Capital Management, LLC
       Attn: Yedi Wong
       One Maritime Plaza, Suite 750
       San Francisco, California 94111
       Tel: (415) 326-7677
       Fax: (415) 362-7977

The Equity Security Holders Committee represents the interests of
shareholders in this bankruptcy proceeding.

Headquartered in Santa Clara, California, Riverstone Networks,
Inc. -- http://www.riverstonenet.com/-- provides carrier Ethernet  
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  As of
Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.


ROTECH HEALTHCARE: Reports 4th Quarter & Annual Financial Results
-----------------------------------------------------------------
Rotech Healthcare Inc. (NASDAQ: ROHI) reported net revenues for
the year ended December 31, 2005 were $533.2 million versus net
revenues of $535.3 million for the year ended December 31, 2004.  
The Company reported net earnings of $5.5 million for the year
ended December 31, 2005 as compared to $36.0 million for the year
ended December 31, 2004.

For the fourth quarter ended December 31, 2005, net revenues were
$139.9 million versus $139.7 million as restated for the same
period ended December 31, 2004.  The Company reported net earnings
of $4.3 million for the fourth quarter ended Dec. 31, 2005 as
compared to net earnings of $8.9 million as restated for the
comparable period last year.

The financial results for the current year and quarter were
negatively impacted by Medicare reimbursement reductions for
respiratory medications and certain items of durable medical
equipment effective January 1, 2005 and Medicare reimbursement
reductions for the rental of oxygen equipment effective April 1,
2005.

Respiratory therapy equipment and services revenues represented
87.8% and 87.6% of total revenue for the year and quarter ended
December 31, 2005, respectively, versus 86.6% and 85.6% for the
year and quarter ended December 31, 2004, respectively.  Durable
medical equipment revenues represented 11.2% and 11.6% of total
revenue for the year and quarter ended December 31, 2005,
respectively, versus 12.4% and 13.4% for the same periods last
year, respectively.

Consistent with a recent change in industry practice, the Company
has modified their statements of operations for the years and
fourth quarters of 2005 and 2004 to reflect a change in
presentation of certain clinical expenses.  Certain respiratory
therapy and pharmacy expenses, which were previously classified as
selling, general and administrative expenses, are now included in
cost of revenues.

EBITDA was $106.2 million for the year ended December 31, 2005 as
compared to $173.8 million for the year ended Dec. 31, 2004.  
EBITDA was $30.1 million for the quarter ended Dec. 31, 2005,
versus $42.8 million as restated for the quarter ended Dec. 31,
2004.  The Company views earnings before interest, income taxes,
depreciation and amortization as a commonly used analytic
indicator within the health care industry, which serves as a
measure of leverage capacity and debt service ability.  EBITDA
should not be considered as a measure of financial performance
under generally accepted accounting principles, and the items
excluded from EBITDA are significant components in understanding
and assessing financial performance.  EBITDA should not be
considered in isolation or as an alternative to net income, cash
flows generated by operating, investing or financing activities or
other financial statement data presented in the consolidated
financial statements as an indicator of financial performance or
liquidity.  EBITDA is not determined in accordance with generally
accepted accounting principles and thus susceptible to varying
calculations, the benchmarks as presented may not be comparable to
other similarly titled measures of other companies.

Philip L. Carter, President and Chief Executive Officer,
commented, "We are pleased to report a solid fourth quarter
characterized by solid revenue and EPS growth. Patient counts for
the quarter showed respectable increases in both the medicare and
managed care parts of the business.  During the quarter we
recognized other income of approximately $1.5 million related to a
legal settlement, and streamlined our field organization which
resulted in a severance charge of approximately $1.0 million.
Neither of these items are expected to reoccur in the first
quarter of 2006."

Rotech Healthcare, Inc., is a provider of home respiratory care
and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary
diseases.  The Company provides its equipment and services in 48
states through approximately 485 operating centers, located
principally in non-urban markets.  The Company's local operating
centers ensure that patients receive individualized care, while
its nationwide coverage allows the Company to benefit from
significant operating efficiencies.

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)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Rotech Healthcare, Inc.'S
credit ratings:

   * $75 Million Revolving Credit Facility, due 2007 to Ba3
     from Ba2;

   * $42 million Senior Term Loan, due 2008 to Ba3 from Ba2;

   * $300 million face amount Senior Subordinated Notes, due 2012
     to B3 from B2; and

   * Corporate Family Rating to B2 from Ba3.

Moody's said the ratings outlook is stable.


S-TRAN HOLDINGS: Wants Plan-Filing Period Extended to June 6
------------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend, until
June 6, 2006, the time within which they have the exclusive right
to file a reorganization plan and to extend, until Aug. 7, 2006,
the time within which they have the exclusive right to solicit
acceptances of that plan.

The Debtors tell the Court that they are devoting a significant
amount of time to addressing:

     * numerous freight claims filed against them,
     * cash collateral usage, and
     * insurance collateral issues.

Furthermore, the Debtors are analyzing potential asset recoveries
to maximize the value of their estates to the benefit of all
creditors.

The Debtors argue they should be given a reasonable opportunity to
negotiate an acceptable plan with creditors and to prepare
adequate financial and nonfinancial information concerning the
ramifications of any proposed plan for disclosure to creditors.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


S-TRAN HOLDINGS: Has Until May 8 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave S-Tran
Holdings, Inc., and its debtor-affiliates further time, until
May 8, 2006, to remove civil actions under Section 1452 of the
Judiciary Procedures Code.

The Debtors remind the Court that since the bankruptcy filing,
they have been occupied with matters of immediate importance to
their chapter 11 cases.  The Debtors tell the Court that they have
devoted their time to address the issue of the numerous freight
claims filed against the Debtors and are actively analyzing
information relevant to potential asset recoveries for the
Debtors' estates.  The Debtors say that these matters have taken
precedence over analysis of the actions.

The Debtors believe that the extension will afford them the
opportunity to make fully informed decisions concerning removal of
each action and will assure that their rights are not forfeited.
The Debtors tell the Court that the rights of their adversaries
will not be prejudiced by the extension since any party to an
action that is removed may seek to have it remanded by the state
court.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


SAINT VINCENTS: Has Until May 31 to Decide on Primary Care Lease
----------------------------------------------------------------
Primary Care Development Corporation, Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates agree to
extend the time within which the Debtors must assume or reject the
operating lease agreement in connection with the St. Dominic
Facility, through and including May 31, 2006.

The parties also agree that the Stipulation does not constitute an
acknowledgment by the Debtors that the Operating Agreement is a
non-residential real property lease.

As reported in the Troubled Company Reporter on Jan. 3, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
extends the time within which the Debtors Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates may assume
or reject non-residential real property leases to and including
the date confirming a plan of reorganization for the Debtors,
subject to these exceptions:

   (1) With respect to Primary Care Development Corporation and
       the lease in connection with the St. Dominic Facility, the
       Debtors' time to assume or reject the lease is extended
       through and including February 28, 2006; and

   (2) With respect to the RJ Archer Realty LLC Lease, the
       Debtors will inform RJ Archer of their intentions with
       respect to the renewal, assumption or rejection of the
       Lease on or before April 30, 2006.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Two Prospective Purchasers Hire Proskauer Rose
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 15, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
allowed Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to employ Proskauer Rose LLP as their
special labor counsel.

Proskauer will provide services with respect to issues relating to
federal labor law, including, without limitation, representation
of the Debtors on issues relating to labor relations, collective
bargaining agreements, negotiations, and arbitrations flowing from
discharges and contracts interpretation.  Proskauer will also act
as counsel with respect to other labor related issues as may be
requested by the Debtors.

David H. Diamond, Esq., a partner at Proskauer, discloses that
since Dec. 12, 2005, two prospective purchasers of the Debtors'
hospital assets have engaged the firm.

The two potential Asset purchasers have executed non-disclosure
agreements to receive additional information about the Assets.

Mr. Diamond informs the Court that Proskauer will be representing:

    * Potential Purchaser One in connection with its potential
      acquisition of St. Vincents Hospital, Staten Island; and

    * Potential Purchaser Two in connection with its potential
      acquisition of St. John's Queens Hospital.

According to Mr. Diamond, Proskauer has sought and obtained
consent and a conflict waiver from the Debtors and each of the
Potential Purchasers regarding their concurrent representation.

Mr. Diamond assures the Court that the attorneys working on the
New Matters and the attorneys working on the Labors Matters are
different attorneys, and have been and will remain "screened"
from each other.

Proskauer holds no interest materially adverse to the Debtors'
estates in its capacity as special counsel, Mr. Diamond asserts.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Withdraws Request to Sell Parsons Manor for $12.5M
------------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates withdrew their request to sell Parsons Manor,
free and clear of all liens, to Kinchung Lam for $12.5 million.

Saint Vincents currently owns Parsons Manor, a parcel of real
property located at 88-25 153rd Street, Jamaica, New York.  
Parsons Manor has 21,000 square feet of land, on which sits a
99,144-square foot, six-story building, which was operated by
SVCMC partially as clergy housing and as office space for medical
and academic chairmen and administrative support.

As reported in the Troubled Company Reporter on Oct. 07, 2005, the
Debtors intend to use a portion of sale proceeds to reduce amounts
due under their postpetition financing agreement with HFG
Healthco-4 LLC.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SCHLOTZSKY'S INC: Court Confirm Joint Liquidating Plan
------------------------------------------------------
Attempts to convert Schlotzsky's, Inc., and its debtor-affiliate's
chapter 11 case to a liquidation proceeding under chapter 7 were
rendered moot after the U.S. Bankruptcy Court for the Western
District of Texas in San Antonio confirmed the Debtors' Joint Plan
of Liquidation.

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Jeffrey and John Wooley, secured creditors holding over $3 million
in claims, sought for the Debtors' chapter 7 liquidation.  The
Wooleys had asserted that a conversion was appropriate because the
Debtors had no on-going operations and virtually no revenue.

                         Liquidating Plan

The Debtors Plan provides for the orderly liquidation of their
remaining properties after the sale of the bulk of their assets to
Bobby Cox Companies.  Bobby Cox purchased substantially all of the
Debtors' assets for $28.5 million in December 2004.  The Debtors'
chief remaining assets include litigation claims and a parcel of
undeveloped real property.

Virtually all of the proceeds from the Bobby Cox sale were used to
pay secured creditors with liens on the assets sold.  As a result,
the claims of these creditors have been fully paid:

     -- Commerce National Bank;
     -- NS Associates I, LLP;
     -- Franklin Bank;
     -- ABC Bank;
     -- F and M Bank;
     -- First Volunteer Bank of Tennessee;
     -- Regions Bank; CIT; and
     -- GE Capital.

                  Treatment of Remaining Claims

The Debtors dispute all remaining secured claims filed against
their consolidated estates, including Jeffrey and John Wooley's
$3 million claim.  The Debtors will reserve funds for probable
distribution to the Wooleys pending the final allowance or
disallowance of their claims.

Pursuant to the Plan, the Debtors may opt to either:

     a) leave unaltered the legal, equitable, and contractual
        rights of the holder of any allowed secured claim;

     b) pay the allowed secured claim in full;

     c) deliver to secured claimholders the property securing
        their claims; or   

     d) pay the secured claim holders according to an agreed
        settlement.

Unsecured creditors will receive a pro rata share of the Debtors'
remaining available cash after allowed administrative and priority
claims are paid in full and the Distribution Reserve is fully
funded.

All equity interests in the Debtors will be cancelled on the
effective date of the Plan.

A Plan Administrator will oversee the liquidation of the Debtors'
remaining assets as well as pursue causes of action and make
distributions to holders of allowed claims.

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


SFA CABS: Fitch Shaves Rating on $12MM Class C Notes to CC from C
-----------------------------------------------------------------
Fitch Ratings downgrades two classes of notes issued by SFA CABS
II CDO, Ltd.  These rating actions are effective immediately:

     -- $77,313,014 class A notes affirmed at 'AAA';
     -- $50,000,000 class B notes downgraded to 'B' from 'BB';
     -- $12,418,622 class C notes downgraded to 'C' from 'CC';
     -- $12,000,000 preference shares remain at 'C'.

SFA II is a collateralized debt obligation, which closed
May 24, 2001, and is managed by Structured Finance Advisors.  
SFA II is composed of 41.3% residential mortgage-backed
securities, 38.1% asset-backed securities, 15% commercial
mortgage-backed securities, and 5.7% CDOs.

Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  
In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

These downgrades are due to the declining credit quality of the
collateral.  Since last review, the percentage of the assets
'CCC+' and below has increased to 18.8% as of the Jan. 31, 2006
trustee report from 12.4% as of the Dec. 31, 2004 trustee report,
and the weighted average rating factor has increased to 39.4 from
34.3, above its trigger of 16.  In addition, all coverage tests
are still failing and the class C notes are capitalizing deferred
interest.  The preference shares are not expected to receive any
further distributions.

The ratings of the class A and class B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class C notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The rating on the preference
shares addresses the ultimate payment of a 2% dividend and
ultimate receipt of the original stated amount.


SOUNDVIEW HOME: Fitch Rates Cert. Classes M-10 & M-11 at Low-B
--------------------------------------------------------------
Soundview Home Loan Trust 2006-OPT1, asset-backed certificates,
series 2006-OPT1, which closed on March 10, 2006 are rated by
Fitch Ratings:

   -- $826,953,000 classes I-A-1 and II-A-1 to II-A-4 (senior
      certificates) 'AAA'

   -- $74,844,000 class M-1 'AA'

   -- $19,366,000 class M-2 'AA'

   -- $17,272,000 class M-3 'AA-'

   -- $16,748,000 class M-4 'A+'

   -- $16,225,000 class M-5 'A-'

   -- $14,131,000 class M-6 'A-'

   -- $13,085,000 class M-7 'BBB+'

   -- $9,421,000 class M-8 'BBB'

   -- $6,804,000 privately offered class M-9 'BBB-'

   -- $10,468,000 privately offered class M-10 'BB+'

   -- $8,374,000 privately offered class M-11 'BB'

The 'AAA' rating on the senior certificates reflects:

   * the 21.00% total credit enhancement provided by the
     7.15% class M-1;

   * the 1.85% class M-2;

   * the 1.65% class M-3;

   * the 1.60% class M-4;

   * the 1.55% class M-5;

   * the 1.35% class M-6;

   * the 1.25% class M-7;

   * the 0.90% class M-8;

   * the 0.65% privately offered class M-9;

   * the 1.00% privately offered class M-10;

   * the 0.80% privately offered class M-11; and

   * initial and target overcollateralization of 1.25%.

All certificates have the benefit of excess interest.  In
addition, the ratings also reflect:

   * the quality of the loans;

   * the soundness of the legal and financial structures; and

   * the capabilities of Option One Mortgage Corporation as
     servicer (rated 'RPS1' by Fitch) and Deutsche Bank National
     Trust Company as trustee.

The certificates are supported by two groups of mortgage loans.
Group I Mortgage Loans, which totals $588,075,337 as of the
cut-off date, consists of 3,374 fixed-rate and adjustable-rate
mortgage loans with principal balances that conform to Fannie Mae
and Freddie Mac loan limits.  Approximately 19.11% of the mortgage
loans are fixed-rate mortgage loans, 80.89% are adjustable-rate
mortgage loans and 7.25% are interest-only rate mortgage loans.

The average outstanding principal balance is $174,296.  The
weighted average original loan-to-value ratio is 79.24%, the
weighted average coupon (WAC) is 8.424%, and the weighted average
remaining term to maturity (WAM) is 357 months.  The weighted
average credit score is 614.  The loans are geographically
concentrated in:

   * California (16.50%);
   * Florida (12.14%); and
   * New York (10.24%).

Group II Mortgage Loans, which totals $458,699,997 as of the cut-
off date, consists of 2,075 fixed-rate and adjustable-rate
mortgage loans with principal balances that may or may not conform
to Fannie Mae and Freddie Mac loan limits.  Approximately 17.77%
of the mortgage loans are fixed-rate mortgage loans, 82.23% are
adjustable-rate mortgage loans and 30.53% are interest-only rate
mortgage loans.  The average outstanding principal balance is
$221,060.  The OLTV ratio is 82.03%, the WAC is 8.262%, and the
WAM is 357 months.  The weighted average credit score is 633.  The
loans are geographically concentrated in:

   * California (36.70%);
   * Florida (12.02%); and
   * New York (8.14%).

All of the mortgage loans were originated by Option One Mortgage
Corporation and purchased by Financial Asset Securities Corp., the
depositor.  Incorporated in 1992, Option One began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is a subsidiary of H&R Block,
Inc.


SOUTHWEST GAS: Failed ACC Deal Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service places under review for possible
downgrade the Baa2/negative outlook senior unsecured debt of
Southwest Gas Corporation, following the company's recent
announcement that the Arizona Corporation Commission issued a
final decision not to adopt the company's proposed rate design for
balancing accounts, thereby exposing it to continuing earnings
risks associated with weather volatility and declining customer
use resulting from the effects of gas conservation.  At the same
time, the company declared that 2005 was one of the 10 warmest
years on record and that it lost approximately $17MM in operating
margins, primarily as result of lower gas usage. Consolidated net
income for 2005 declined 23% from 2004, largely on account of loss
in operating margins resulting from warmer than normal weather.  
Arizona accounts for approximately 55% of SWX's gas distribution
business and the ACC decision weighs heavily on the company.

In its review, Moody's will consider what other options may be
available to the company in terms of mitigating the effects of
warmer than normal weather, loss of operating margins on account
of gas conservation by customers, the reduction of regulatory lag
in dealing with high capital expenditures in a fast-growing
service territory and rising operating expenses.  Also under
review will be the impact of these factors on the company's credit
metrics and future financial performance.

Ratings of SWX under Review are:

   * Southwest Gas Corporation - Baa2 senior unsecured

   * Southwest Gas Capital II - Baa3 preferred trust securities

   * Southwest Gas Corporation - (P) Ba1 preferred shelf

Southwest Gas Corporation is headquartered in Las Vegas, Nevada,
and provides natural gas service to over 1.7 million customers in
Arizona, Nevada and California.


SOYODO GROUP: September 31 Balance Sheet Upside-Down by $35,000
---------------------------------------------------------------
Soyodo Group Holdings, Inc., fka TOP Group Holdings, Inc.,
delivered an amended quarterly report on Form 10QSB/A for the
quarter ending Sept. 30, 2005, to the Securities and Exchange
Commission on March 3, 2006.    

Soyodo Group did not explain the reason for filing an amended
quarterly report.

For the nine months ended Sept 30, 2005, Soyodo Group reported a
$202,546 net loss on $327,541 in net revenues.  This compares to a
$9,023 net loss on zero revenues for the same period in 2004.

At Sept. 30, 2005, Soyodo Group's balance sheet showed $1,123,671
in total assets and $1,159,005 in total liabilities.  The Company
reports a $421,127 accumulated deficit as of Sept. 30, 2005.

As of Sept. 30, 2005, Soyodo Group's stockholders' equity deficit
decreased to $35,334 from a $65,295 deficit at Sept. 30, 2004.

                       Going Concern Doubt

Michael Johnson & Co., LLC, Soyodo's previous auditing firm,
expressed substantial doubt about the Company's ability to
continue as a going concern after it audited Soyodo's financial
statements for the years ended Dec. 31, 2004, and 2003.  The
auditing firm pointed to the Company's zero revenues from
operations and its $82,788 working capital deficiency as of
Dec. 31, 2004.

On Feb. 17, 2006, Soyodo retained Jaspers + Hall, PC, as its new
independent public accountant.

A full-text copy of Soyodo Group's Form 10QSB/A report is
available for free at http://ResearchArchives.com/t/s?67b

Soyodo Group Holdings, Inc., fka TOP Group Holdings, Inc., was
previously involved in investigating opportunities to be acquired
by a company that desired to be registered under the Securities
Exchange Act of 1934, as amended.


STILLWATER MINING: Posts $2.9 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Stillwater Mining Company reported its financial results for the
fourth quarter of 2005 and for the year ended Dec. 31, 2005.

For the fourth quarter of 2005, the Company reported a net loss of
$2.9 million on revenue of $133.7 million, compared to net income
of $3.4 million for the fourth quarter of 2004 on revenue of
$118.1 million.  

The weaker 2005 fourth quarter reflected $5.6 million of increased
depreciation and amortization expense attributable to the
additional capital placed in service during 2005, and a previously
disclosed $1.8 million loss on miscellaneous metals.

For the full year 2005, the Company reported a net loss of
$13.9 million on revenue of $507.5 million, compared to net income
of $29.8 million on revenue of $447.5 million for the year 2004.  

The 2005 net loss reflects a $21.7 million increase in non-cash
depreciation and amortization expense primarily due to capital
development placed in service during 2005, $14.2 million in higher
operating costs largely attributable to increased material costs,
particularly for fuel and steel, and $7.1 million of lower income
due to lower prices realized on sales of palladium from the
inventory received in the 2003 Norilsk Nickel transaction.

Announcing the Company's results, Stillwater Chairman and Chief
Executive Officer, Francis R. McAllister said, "During the fourth
quarter and full year of 2005, we continued to generate positive
operating cash flow, even as our reported earnings were lower due
to, among other things, increases in our non-cash depreciation and
amortization expense and lower realized metal prices.  As a
result, cash, cash equivalents and highly liquid short-term
investments were $135.9 million at Dec. 31, 2005, up from
$109.2 million as of Dec. 31, 2004."

Mr. McAllister continued, "Recent strengthening in the palladium
price suggests the market is now recognizing the growing role of
palladium as a primary jewelry metal and that sales from above
ground palladium stocks will be reduced in February 2006, when we
complete the two year sales program liquidating our palladium
inventory received in the 2003 Norilsk Nickel transaction.  
Nevertheless, while the recent palladium price increase may be
gratifying, Stillwater continues to focus on three key initiatives
considered strategic to the Company's long-term sustainability and
growth irrespective of PGM prices:  transforming our mines,
marketing palladium, and diversifying operations."

"With respect to transforming our mines, during 2005, we embarked
upon long-term changes which, when realized, are expected to
change the way we operate our mines, increase production levels
and reduce operating costs. They include:

    * Continuing to advance our safety systems,
    * Increasing the developed state of both mines,
    * Expanding the use of selective mining methods,
    * Increasing production levels, and
    * Reducing operating costs.

These changes were undertaken and progressed well in 2005.  We
achieved our production goals during the year, which includes
growing our PGM recycling activity 27%, exceeded our development
efforts, and increased the contained ounces in our proven ore
reserves 33%, while spending less than projected.  The transition
to selective mining now underway will take 3 to 4 years to fully
implement, and will enable our people to access ore reserves cost
effectively that we now by-pass and increase our realized ore
grades.  This should add to proven ore reserves, increase
production, reduce the amount of secondary development associated
with bulk mining methods and reduce the longer-term development
needed to sustain targeted production levels."

"The production opportunity remains over time to gradually expand
the Stillwater Mine from the current 1,944 ton per day rate of
production to approximately 2,750 tons per day and the East
Boulder Mine from the current 1,359 ton per day rate of production
to approximately 2,000 tons per day, rates for which their basic
infrastructures were designed.  We expect overall costs to be
reduced and cost per ounce of production to likewise benefit from
this cost reduction as well as from economies of scale as
production is increased."

"Production at the Stillwater Mine averaged 1,902 tons of ore per
day during the fourth quarter and 1,944 tons of ore per day during
2005, a 4% decrease and 2.5% decrease, respectively, from the
1,995 tons of ore per day averaged during 2004.  The rate of ore
production at the East Boulder Mine averaged 1,527 tons of ore per
day and 1,358 tons of ore per day during the fourth quarter and
2005, respectively, an increase of 15% and 2.5% from the 1,326
tons of ore per day averaged during 2004.  Although six to nine
months behind schedule, the first of two new 1,800-foot
ventilation raises at East Boulder was completed in 2005 and the
second raise is now well underway."

During the fourth quarter of 2005, the Company made $7.4 million
in principal payments against the Company's term debt facility.  
In accordance with the terms of the credit facility, the Company
is required to remit 25% of the net proceeds from sales of
palladium received in the Norilsk Nickel transaction to prepay its
term loan facility.  Accordingly, $7.3 million of the long-term
debt has been classified as a current liability at Dec. 31, 2005,
representing that portion of long-term debt expected to be prepaid
under this arrangement during the next three months.

At Dec. 31, 2005, the Company has $109.4 million outstanding under
its term loan facilities bearing interest at approximately 7.69%
and $14.1 million in letters of credit issued under the revolving
credit facility, posted as collateral in support of the Company's
long-term reclamation obligations.  The outstanding letters of
credit reduced the amount available under the revolving credit
facility to $25.9 million at Dec. 31, 2005.  The letters of credit
carried an annual fee of 2.375% as of Dec. 31, 2005.  The
remaining unused portion of the revolving credit facility bears an
annual commitment fee of 0.75%.

Subsequent to year-end 2005, on January 31, 2006, the Company
amended the credit facility to reduce the effective interest rate
spread on the original $140 million Term Loan by 100 basis points.
A previous provision that required the Company to fix the
interest rate on 50% of the outstanding Term Loan balance through
Dec. 31, 2007, if and when the underlying three-month LIBOR rate
reached 4.50% was also amended, increasing the hedging threshold
to 5.50%.  

Under the terms of the amendment, the Company would incur a 1%
penalty on certain re-pricing or voluntary prepayment transactions
that take place within one year of the amendment date.

Stillwater Mining Company -- http://www.stillwatermining.com/--  
is the only U.S. producer of palladium and platinum and is the
largest primary producer of platinum group metals outside of South
Africa and Russia.  The Company's shares are traded on the New
York Stock Exchange under the symbol SWC.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Standard & Poor's Ratings Services revised its outlook on
Stillwater Mining Co. to negative from stable.  At the same time
Standard & Poor's affirmed its 'BB-' corporate credit and its
other ratings on the company.

"The outlook revision reflects the company's inability thus far to
increase its production levels and lower its mining costs," said
Standard & Poor's credit analyst Dominick D'Ascoli, "despite heavy
capital spending directed toward this goal, which together with
the depletion of its equity palladium inventories expected in
early 2006 is likely to result in negative free cash flows and a
weakened financial profile over the next couple of years.  Ratings
could be lowered if the company is unable to improve its level
of sustainable production and mining costs or if operating
disruptions occur that result in a meaningful decline to its
liquidity.


STRUCTURED ASSET: Moody's Puts Low-B Ratings on Classes B1 & B2
---------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 2006-S1, and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Lehman Brothers Bank, FSB and
various others originated fixed-rate second lien mortgage loans
acquired by Lehman Brothers Holdings Inc.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization, an interest rate swap agreement, and an
interest rate cap agreement.  Moody's expects collateral losses to
range from 6.75% to 7.75%.

Aurora Loan Services LLC and GMAC Mortgage Corporation will
service the loans.  Aurora Loan Services LLC will also act as
master servicer.  Moody's has assigned Aurora its SQ2+ servicer
quality rating as a master servicer.

The complete rating actions are:

              Structured Asset Securities Corporation
        Mortgage Pass-Through Certificates, Series 2006-S1

                     * Class A1, Assigned Aaa
                     * Class A2, Assigned Aaa
                     * Class M1, Assigned Aa2
                     * Class M2, Assigned Aa3
                     * Class M3, Assigned A1
                     * Class M4, Assigned A2
                     * Class M5, Assigned A3
                     * Class M6, Assigned Baa1
                     * Class M7, Assigned Baa2
                     * Class M8, Assigned Baa3
                     * Class B1, Assigned Ba1
                     * Class B2, Assigned Ba2


SYNAGRO TECHNOLOGIES: Moody's Withdraws B2 Rating on $305MM Loan
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Synagro
Technologies, Inc., for business reasons.

On March 6, 2006, the company announced that it entered into an
agreement with its lenders to amend the financial covenants under
its credit agreement by increasing the maximum leverage ratio from
4.5 times to 4.9 times, and decreasing the minimum interest
coverage ratio from 3.5 times to 2.75 times for 2006.  Covenant
requirements for fiscal 2007 and 2008 were also modified.  Moody's
did not rate the amended credit facility.

These ratings were affected:

   * The B2 rated $305 million guaranteed senior secured credit
     facility, which consists of:
     -- a $95 million revolver due 2010;
     -- a $180 million term loan B due 2012; and
     -- a delayed draw $30 million term B facility due 2012;

   * The B2 Corporate Family Rating.

Synagro Technologies, Inc., based in Houston, Texas is the largest
recycler of biosolids and other organic residuals in the United
States.  The company serves close to 600 municipal and industrial
water and water treatment accounts in over 37 states, and is the
only organic residual disposal company with national coverage.  
The company had revenues of $333 million for the twelve months
ended Sept. 30, 2005.


T&W FUNDING: Portfolio Decline Prompts Fitch to Hold Junk Ratings
-----------------------------------------------------------------
Fitch Ratings has withdrawn 8 classes of notes in 4 transactions
totaling $41 million in current outstanding securities as of the
January 2006 payment date from T&W Funding Company.  Many of these
classes were previously downgraded by Fitch due to significant
portfolio deterioration as a result of higher than expected
delinquencies and defaults.

These notes rated by Fitch remain at 'C' and the ratings
withdrawn:

   T&W Funding Company VII L.L.C 1997-A

     -- Class A notes;
     -- Class B notes.

   T&W Funding Company IX L.L.C 1998-A

     -- Class A notes;
     -- Class B notes.

   T&W Funding Company X L.L.C 1998-B

     -- Class A notes;
     -- Class B notes.

   T&W Funding Company XII L.L.C 1999-A

     -- Class A notes;
     -- Class B notes.

Fitch's actions are based on prior loan performance deterioration,
which has subsequently reduced the collateral supporting these
notes to zero in 3 of the 4 transactions.  The T&W Funding
Company 1997-A, 1998-A, and 1999-A have no collateral supporting
the outstanding notes.  As of the January 2006 payment date,
the 1997-A, 1998-A, and 1999-A have $8.5 million, $6.9 million,
and $19.3 million in outstanding notes.  As a result, all
3 transactions are significantly under-collateralized.  The
T&W 1998-B transaction has $255,167 in collateral supporting
$5.9 million in notes, which also results in significant
under-collateralization.

Based on discussions with the servicer (Lease Dimensions) and
historical transaction specific recovery experience, Fitch does
not anticipate significant future recoveries.  Furthermore, the
timeframe for future recoveries is shortened as the final legal
maturity dates on 3 of the transactions are in August, May, and
October 2006 for the 1997-A, 1998-A, and 1998-B transactions,
respectively.  The 1999-A transaction will mature in November
2007.  As a result, Fitch withdraws all 8 classes.


TECH DATA: Earns $29.5 Million of Net Income in Fourth Quarter
--------------------------------------------------------------
Tech Data Corporation (NASDAQ:TECD) disclosed its results for the
fourth quarter and fiscal year ended Jan. 31, 2006.

Net sales for the fourth quarter ended Jan. 31, 2006, were
$5.5 billion, a 1.3% decrease from $5.6 billion in the fourth
quarter of fiscal 2005 and a 9% increase from the third quarter of
the current fiscal year.

Income from continuing operations based upon Generally Accepted
Accounting Principles for the fourth quarter ended Jan. 31, 2006,
was $28.5 million compared to income from continuing operations of
$58.1 million for the prior-year period.

Results for the fourth quarter of fiscal 2006 include $6.8 million
of restructuring charges and $4.4 million of consulting costs
related to the company's restructuring program in the EMEA region
(Europe, Middle East and export sales to Africa).  The fourth
quarter of fiscal 2005 includes a benefit of $11.5 million for the
reversal of previously accrued taxes related to the favorable
resolution of various tax examinations.

On a non-GAAP basis, income from continuing operations for the
fourth quarter of fiscal 2006, which excludes restructuring
charges and consulting costs, totaled $40.2 million.  This
compares to income from continuing operations on a non-GAAP basis,
which excludes the reversal of previously accrued taxes, of $46.6
million in the prior-year period.

"We were pleased to complete the fiscal year with strong operating
results - highlighted by our continued progress in better aligning
our EMEA cost structure," commented Steven A. Raymund, Tech Data's
chairman and chief executive officer.  "The focused efforts of our
employees worldwide once again made the difference throughout our
operations."

                      Discontinued Operations

The company has entered into an agreement to sell substantially
all of the assets and liabilities of its training business in the
EMEA region that is considered a non-core operation.  While the
sale is not final, the transaction is expected to close in March.

The training business generated net income of $1 million and $3.6
million in the fourth quarter and fiscal year ended Jan. 31, 2006,
respectively.  As of the fourth quarter, the results of this
business are being reported as discontinued operations as required
by accounting standards.  Financial results for the current and
prior-year periods reported in this press release have been
reclassified to reflect this change.

Including income from discontinued operations of $1 million net
income on a GAAP basis for the fourth quarter of fiscal 2006 was
$29.5 million compared to $59.3 million.  Net income on a non-GAAP
basis, for the fourth quarter of fiscal 2006, including
discontinued operations, was $41.2 million compared to
$47.8 million in the prior-year period.

                 Fourth-Quarter Financial Summary

     -- Net sales in the Americas were $2.4 billion, or 43% of
        worldwide net sales, while net sales in EMEA totaled
        $3.1 billion, or 57% of worldwide net sales.

     -- Gross margin was 4.84% of net sales, a decrease from 4.95%
        of net sales in the third quarter of fiscal 2006 and 5.22%
        of net sales in the fourth quarter of fiscal 2005.  The
        decline in gross margin was primarily attributable to
        challenges in the company's EMEA operations and changes in
        customer and product mix in both regions.

     -- Operating income was $55.3 million, or 1% of net sales
        compared to $73.4 million, or 1.31% of net sales in the
        fourth quarter of fiscal 2005.  On a non-GAAP basis,
        excluding the restructuring charges and consulting costs
        of $11.2 million, operating income for the fourth quarter
        of fiscal 2006, was $66.5 million, or 1.20% of net sales.

     -- Total debt to total capital was 12% at Jan. 31, 2006, a
        decline from 16% in the prior year.

     -- During the fourth quarter of fiscal 2006, the company
        purchased approximately 500,000 shares of common stock at
        a cost of $20 million, bringing its total shares
        repurchased during fiscal 2006 to 3.3 million shares at a
        cost of $120 million.

                      EMEA Restructuring Program

The company recorded $6.8 million of charges during the fourth
quarter of fiscal 2006 related to its EMEA restructuring program
which were comprised of $4 million related to workforce reductions
and $2.8 million related to the write-off of fixed assets and
facility consolidations.  Year-to-date, the company has recorded
$30.9 million in restructuring charges and anticipates generating
annualized savings of approximately the same amount.  

The program and related actions are designed to better align the
EMEA operating cost structure with the current business
environment.  Excluding consulting costs, the company expects to
incur total charges in the range of $40 million to $50 million
related to the EMEA restructuring program and generate annualized
savings in the same range.

                        Fiscal Year Results

Net sales for the year ended Jan. 31, 2006, were $20.5 billion,
an increase of 3.8% from $19.7 billion in the year ended
Jan. 31, 2005. On a regional basis, net sales in the Americas were
$9.5 billion, or 46% of worldwide net sales, an increase of 11.6%
from $8.5 billion in the prior-year period.  Net sales in the EMEA
region were $11.0 billion or 54% of worldwide net sales, a
decrease of 2.0% (0.6% decrease on a local currency basis) from
$11.2 billion in the year ended Jan. 31, 2005.

Operating income, on a GAAP basis, for the year ended
Jan. 31, 2006, was $163.3 million, or .80% of net sales, compared
with $231.6 million, or 1.17% of net sales, in the prior year.  On
a non-GAAP basis excluding restructuring charges and consulting
costs of $40.6 million, operating income for the year ended Jan.
31, 2006 totaled $203.9 million, or 1.00% of net sales.

Income from continuing operations on a GAAP basis for the year
ended Jan. 31, 2006, was $23.0 million, or $.39 per diluted share,
compared with income from continuing operations of $159.6 million,
or $2.69 per diluted share, in the prior year.  On a non-GAAP
basis, income from continuing operations for the fiscal year ended
Jan. 31, 2006, was $118.0 million, or $2.02 per diluted share,
compared to income from continuing operations on a non-GAAP basis
of $148.1 million, or $2.50 per diluted share in the prior-year
period.  On a non-GAAP basis, including $3.6 million of income
from discontinued operations, net income for year ended Jan. 31,
2006 totaled $121.6 million, or $2.08 per diluted share compared
to $150.9 million, or $2.55 per diluted share in the prior-year
period.

                         Business Outlook

The outlook for the first quarter ending April 30, 2006, excluding
any restructuring charges and consulting costs related to the EMEA
region, which are estimated to be $10 to $12 million, or other
charges are:

      -- Net sales are expected to be in the range of
         $4.85 billion to $4.95 billion.

      -- Net income is expected to be in the range of
         $16.0 million to $19.0 million.

      -- Net income per diluted share is expected to be in the
         range of $.28 to $.34.

      -- Net income per diluted share includes approximately
         $.03 for stock-based compensation resulting from the
         adoption of Financial Accounting Standards No. 123(R) in
         the first quarter of fiscal 2007.  For the 2007 fiscal
         year, the pre-tax expense is expected to be approximately
         $10 million.

Founded in 1974, Tech Data Corporation -- http://www.techdata.com/
-- distributes IT products, with more than 90,000 customers in
over 100 countries.  The company's business model enables
technology solution providers, manufacturers and publishers to
cost-effectively sell to and support end users ranging from
small-to-midsize businesses to large enterprises.  

Tech Data Corp.'s 2% Convertible Subordinated Debentures due 2021
carry Moody's Investors Service's Ba2 rating, Standard & Poor's
BB+ rating and Fitch Ratings' BB rating.


TRUMAN CAPITAL: Moody's Downgrades Ratings on Poor Credit Levels
----------------------------------------------------------------
Moody's Investors Service downgraded one tranche issued by Truman
Capital Mortgage Loan Trust Series 2002-1 and three tranches
issued by Truman Capital Mortgage Loan Trust Series 2002-2.
Moody's has confirmed the rating of an additional tranche from the
2002-1 securitization.  The underlying collateral in both
transactions is comprised of subprime and re-performing
residential mortgage loans.

The certificates are being downgraded based upon high loss
severities upon liquidation as well as low and deteriorating
levels of credit enhancement relative to projected losses.

Complete rating actions are:

   Issuer: Truman Capital Mortgage Loan Trust Series 2002-1
   * Class M-2; Confirmed at Baa3
   * Class B; Downgraded to Caa2; previously B2.

   Issuer: Truman Capital Mortgage Loan Trust Series 2002-2
   * Class M-1; Downgraded to A3, previously Aa2
   * Class M-2; Downgraded to Ba2, previously A2
   * Class B; Downgraded to Caa2; previously Ba3


UAL CORP: Wants to Settle Internal Revenue Claims for $23 Million
-----------------------------------------------------------------
On September 19, 2005, The Internal Revenue Service filed 28
separate administrative expense claims against UAL Corporation and
its debtor-affiliates seeking payment of:

   (a) excise taxes under Section 4971 of the Internal Revenue
       Code;

   (b) related penalties under Section 6651 of the Internal
       Revenue Code; and

   (c) accrued interest for $114,117,967.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that these claims are based on excise taxes
imposed on the Debtors for missing minimum funding contributions
on their defined benefit pension plans.

Section 4971(a) imposes an excise tax for 10% of a pension plan's
"accumulated funding deficiency."  The Debtors dispute their
Section 4971(a) liability to the IRS but have decided to settle
the Excise Tax Claims through a closing agreement, rather than to
engage in litigation, Mr. Seligman relates.

Under the Closing Agreement, the Debtors may sell New UAL Common
Stock to satisfy the Excise Tax Claims.  The Debtors' Court-
approved settlement agreement with the Pension Benefit Guaranty
Corporation authorizes the Debtors to direct the PBGC's
assignment of 45% of its unfunded benefit liability claim.

On January 8, 2006, the Debtors provided notice of their intent
to direct the PBGC to assign a portion of the PBGC's claim for
the benefit of the United States of America to satisfy the IRS's
Excise Tax Claims.

The Closing Agreement further provides that the Debtors will pay
the IRS in cash the net proceeds of the Stock Sale, but in no
event more than $23,000,000 in full satisfaction of the Excise
Tax Claims.  If the Debtors do not fully pay the IRS the
$23,000,000 on or before 120 days after the Effective Date of the
Debtors' Plan of Reorganization, then UAL Corporation and each of
its subsidiaries will remain liable to the IRS of the unpaid
portion, plus interest.  In addition, the IRS will be allowed an
administrative expense claim for any portion of the $23,000,000
that is not satisfied on or before 120 days after the Effective
Date.

While the PBGC Settlement Agreement and the Debtors' confirmed
Plan each already authorize the Stock Sale to satisfy the Excise
Tax Claims, the Closing Agreement itself requires separate Court
approval.  In this regard, the Debtors ask the Court to approve
the Closing Agreement.

The Debtors believe that final resolution of the Excise Tax
Claims under the Closing Agreement is a better use of their
resources than prosecution of an objection for which there is no
guarantee of success.  Mr. Seligman notes that the Debtors can
take advantage of their stock distribution rights under the PBGC
Settlement Agreement and the Plan without having to use corporate
funds to pay off the administrative expense claim asserted by the
IRS.  In addition, the IRS has taken a significant discount on
its administrative expense claim by agreeing to a $23,000,000 cap
under the Closing Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 117; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ULTIMATE DESIGN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ultimate Design on Marble & Granite, Inc.
        aka Total Design on Marble & Granite, Inc.
        1415 Hutton Drive
        Carrollton, Texas 75006
        Tel: (972) 242-2595
        Fax: (972) 242-1849

Bankruptcy Case No.: 06-31106

Type of Business: The Debtor specializes in quality custom
                  fabrication and installation of home
                  furnishings using natural stone.  See
                  http://www.totaldesignonmarble.com

Chapter 11 Petition Date: March 13, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Howard Marc Spector, Esq.
                  Howard Marc Spector, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


USA MOBILITY: Paid Bank Debt Cues Moody's to Withdraw Ba3 Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of USA Mobility and
its subsidiary Metrocall.  The ratings have been withdrawn as the
company fully repaid its rated bank debt in 2005.

Outlook Actions:

   Issuer: Metrocall, Inc.

   Outlook, Changed To Rating Withdrawn From Stable

   Issuer: USA Mobility, Inc.

   Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   Issuer: Metrocall, Inc.

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba3

   Issuer: USA Mobility, Inc.

   * Corporate Family Rating, Withdrawn, previously rated Ba3

   * Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-2

USA Mobility is a national paging carrier headquartered in
Alexandria, Virginia.


USGEN NEW ENGLAND: Battles TransCanada Over New Discovery Requests
------------------------------------------------------------------
After the U.S. Bankruptcy Court for the District of Maryland
issued its order directing TransCanada Pipelines Ltd., to answer
in full USGen New England, Inc.'s requests for documents and
interrogatories regarding the multi-million dollar claim
TransCanada has filed against the estate, USGen conducted a
deposition on January 31, 2006.

Gordon A. Coffee, Esq., at Winston & Strawn LLP, in Washington,
D.C., relates that of the additional documents, or reformatted
copies of documents produced by TransCanada, only a single e-mail
addressed "the issue in the case."

To determine why so few e-mails where produced, USGen asked
TransCanada's in-house lawyer, Jody Johnson, Esq., how documents
responsive to USGen's document requests were searched.

Consequently, USGen discovered that in lieu of conducting
searches of the company computer database, TransCanada asked 20
individual employees to search their files for documents
responsive to USGen's document requests.  Ms. Johnson
acknowledged that no effort was made to conduct company-wide
searches for responsive documents.  Ms. Johnson also admitted
that she did not know how the 20 individuals went about searching
for responsive documents in their files, even though that was one
of the topics of the deposition.

Ms. Johnson also stated that each of the 20 individuals signed
certificates regarding his or her search for documents.  However,
TransCanada's counsel directed Ms. Johnson not to allow USGen to
see the certificates, on the basis that they constitute work
product.

                        Files Were Erased

Mr. Coffee informs the Court that part of the reason why
TransCanada evidently made only a desultory search is that it
already deleted many of the documents.  The deposition revealed
that TransCanada has been routinely destroying relevant documents
from the inception of the proceeding.

TransCanada took no steps to preserve relevant documents until
February 2005, because it did not anticipate any controversy over
the amount of its claim, Mr. Coffee says.

In February 2005, TransCanada told its employees to retain
germane documents.  However, it did not alter its back-up system
to preserve e-mails and other documents.

After the deposition, TransCanada produced additional documents,
which included several hundred pages of short-term firm
transportation contracts, some e-mail transmittals, and scores of
internal e-mails discussing credit terms for winning bidders for
STFT sales.   However, the production did nothing to alleviate
USGen's concern that TransCanada had deleted a large number of
relevant e-mails.

Mr. Coffee believes that TransCanada chose to delete information
from the few significant e-mails it produced, including an answer
to a question regarding TransCanada's efforts to resell the USGen
capacity.

On February 10, 2006, USGen asked TransCanada to provide the
redacted documents in unredacted form.  TransCanada responded by
providing a supplemental privilege log invoking privilege on the
redacted information.  TransCanada claimed privilege on the
redaction, alleging that the redacted information was covered by
the attorney-client and work product privilege.

             USGen Wants to Pursue Further Discovery

Mr. Coffee argues that TransCanada has no valid justification for
its failure to preserve documents relevant to its claim as it
could not reasonably assume that there would be no objection of
any type to a claim of more than $50,000,000.  Given the prospect
of an objection, TransCanada had a duty to preserve evidence once
it filed its claim.  TransCanada should have reasonably
anticipated litigation and suspended its routine document
retention and destruction policy.

For these reasons, USGen asks the Court to:

    * direct TransCanada to produce for deposition the 20
      employees identified during Ms. Johnson's deposition, and a
      representative of TransCanada's IT department;

    * direct TransCanada to bear all expenses, including legal
      fees, associated with the depositions and that the
      depositions not count against any presumptive limits;

    * direct TransCanada to provide copies of all certificates
      supplied by the 20 individuals;

    * direct TransCanada to refrain from any further assertions of
      privilege regarding its searches for documents responsive to
      USGen's discovery requests; and

    * compel TransCanada to provide in unredacted form documents
      produced in discovery from which information was redacted.

                       TransCanada Objects

"The Court should put an end to USGen's misguided attempts to
divert attention from the merits of the case," David W. Elrod,
Esq., in Dallas, Texas, tells Judge Mannes.

Mr. Elrod argues that contrary to USGen's depiction of
TransCanada as an intransigent and non-responsive litigant,
TransCanada has generated and provided to USGen a tremendous
amount of data specifically prepared for the case, tailored to
respond to USGen's interrogatories, and containing tens of
thousands of answers requested by USGen in great detail.

TransCanada has also produced volumes of documents meeting
USGen's request or otherwise relevant to its mitigation of
contract rejection damages, and has spent a substantial amount of
time and money responding to the discovery generated by USGen.
By way of comparison, Mr. Elrod continues, TransCanada has
produced approximately 16,000 pages of documents, whereas USGen
has produced less than 700 pages.

Mr. Elrod further notes that USGen knows that TransCanada is
required to market and sell capacity under different tariff
requirements and regulations.  The tariff requirements and
Canadian regulations governing TransCanada are by their very
nature well defined, require a fixed and non-discounted price,
and, as a result, do not generate volumes of e-mail traffic.

Mr. Elrod also maintains that TransCanada has provided a
knowledgeable corporate representative witness who was properly
prepared for the deposition and provided complete and forthright
answers to USGen's non-privileged questions.

Jody Johnson, Esq., the in-house attorney who directed
TransCanada's document search and production efforts, was well
aware of her corporate representative duties, undertook
substantial preparations for her deposition by reviewing
documents and speaking with other corporate employees, and
demonstrated her knowledge through her detailed responses to all
the questions propounded by USGen's counsel, Mr. Elrod explains.

USGen's statement that questions her ability or willingness to
take her duties seriously is patently offensive, Mr. Elrod says.

Therefore, TransCanada wants to the Court to:

    * deny USGen's request to compel further discovery;

    * order USGen to pay TransCanada's costs in responding to
      USGen's discovery; and

    * require USGen to pay for any additional discovery efforts
      that the Court permits, that does not go to the merits of
      the case.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


W.S. LEE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: W.S. Lee & Sons, Inc.
        Routes 22 & 764
        P.O. Box 1631
        Altoona, Pennsylvania 16603
        Tel: (814) 696-3535
        Fax: (814) 696-9350

Bankruptcy Case No.: 06-70148

Debtor affiliate filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Lee Systems Solutions, LLC              06-70149

Type of Business: The Debtor distributes food and non-food              
                  products primarily to schools, restaurants,
                  hospitals and other institutions in the Mid-
                  Atlantic region.  See http://www.wslee.com

Chapter 11 Petition Date: March 14, 2006

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, Pennsylvania 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DOT Foods                        Trade Debt            $629,674
P.O. Box 952589
Saint Louis, MO 63195-2589

Tyson Foods, Inc.                Trade Debt            $247,689
88029 Exepite Way
Chicago, IL 60695-0001

Ryder Transportation Services    Services              $216,127
P.O. Box 402366
Atlanta, GA 30384-2366

Empire Beef Company              Trade Debt            $157,193

CH Robinson Company              Trade Debt            $154,995

Hoss's Fresh Express             Trade Debt            $152,672

Gallagher Captive                Trade Debt            $144,685
Services, Inc.

Icelandic USA, Inc.              Trade Debt            $142,409

Frito-Lay                        Trade Debt            $134,400

Mc Cain Food                     Trade Debt            $126,078

General Mills Finance            Trade Debt            $122,679

Unipro Food Service              Trade Debt            $119,692

Kellogg FAFH                     Trade Debt            $118,694

Peachtree Transport              Services              $114,158

Primms                           Trade Debt            $109,116

Health Assurance of PA, Inc.     Insurance Services     $94,904

Proctor & Gamble Company         Trade Debt             $94,836

Guttman Oil Company              Trade Debt             $90,735

Dart Container Corporation       Trade Debt             $88,864

Mitsui Foods, Inc.               Trade Debt             $84,660


WEBSTER FINANCIAL: Fitch Affirms BB+ Ratings on Units' Pref. Stock
------------------------------------------------------------------
Fitch Ratings has affirmed the long-term issuer default rating and
short-term issuer rating for Webster Financial Corporation at
'BBB' and 'F2'.  All other ratings at Webster Bank, Webster
Capital Trust I - II, and Webster Preferred Capital Corp have been
affirmed.  At the same time, Fitch has revised the Rating Outlook
to Stable from Negative.

The rating affirmation and revision in Rating Outlook reflect WBS'
improved and solid capital base, good liquidity position, sound
asset quality and improved financial flexibility.  Constraining
the ratings are its adequate earnings generation and growing yet
somewhat limited regional geographic franchise.

In May 2004, WBS acquired the Swansea, Massachussetts, based
FirstFed America Bancorp, Inc (FAB; $2.6 billion in assets), which
layered in a sizeable level of goodwill and required the issuance
of additional debt to support the deal.  Fitch revised WBS' and
its banking subsidiary's Rating Outlook to Negative from Stable,
as the FAB deal significantly reduced WBS' tangible equity
position and financial flexibility.

Since the acquisition, WBS has stayed away from making sizeable
acquisitions, which has afforded it the opportunity to re-build
its tangible equity position.  Contributions to retained earnings
have bolstered WBS' tangible equity ratio to 5.5%, up from a low
4.7% at the close of the FAB transaction.  Moreover, the company's
double leverage has improved and resides at a manageable 112%.  
Although none is imminent or expected, management has stated that
going forward, and after reaching their targeted TE/TA ratio of
5.5%, they will consider acquisition opportunities.  It should be
noted that a sizeable acquisition, particularly if accompanied by
material re-leveraging, could place similar pressures back on the
company and possibly impact its ratings.

Fitch has affirmed these ratings and revised the Rating Outlook to
Stable:

   Webster Financial Corporation

     -- Issuer default rating 'BBB';
     -- Short-term 'F2';
     -- Long-term 'BBB';
     -- Individual 'B/C';
     -- Support '5'.

   Webster Bank

     -- Issuer default rating 'BBB';
     -- Short-term 'F2';
     -- Short-term deposit 'F2';
     -- Long-term 'BBB';
     -- Subordinated debt 'BBB-';
     -- Long-term deposit 'BBB+';
     -- Individual 'B/C';
     -- Support '5'.

Fitch has affirmed these ratings:

   Webster Capital Trust I - II

     -- Preferred stock 'BB+'.

   Webster Preferred Capital Corp

     -- Preferred stock 'BB+'.


WESTERN OIL: Earns $149.4 Million of Net Income in 2005
-------------------------------------------------------
Western Oil Sands discloses its financial and operating results
for the fourth quarter and the year ended Dec. 31, 2005.

The company achieved record annual cash flow from operations
of $244.2 million in 2005, including hedging losses of
$110.4 million, compared to $23 million in 2004, representing an
approximate ten-fold increase.

Western achieved record crude oil sales revenue in fiscal 2005
totaling $910.3 million, including $777.9 million from proprietary
production at an average realized price of $49.91 per barrel.

Gross revenue rose 43% primarily as a result of an 18% increase in
production during the year, combined with a 44% increase in
blended price realizations.  Gross revenue includes the effects of
risk management activities that reduced revenue by $110.4 million,
decreasing the average realized price by $7.11 per barrel during
2005.

Western's crude oil sales were subject to an overall quality
differential of $12.27 per barrel off of the Edmonton PAR
benchmark crude oil price of $69.29 per barrel in 2005.  Forced
operational outages at the Upgrader in the first quarter of 2005
resulted in a larger percentage of heavy crude in our overall
sales mix.  Sales price realizations during 2005 were also
negatively impacted by a widening of the heavy oil differential
since our heavier crude oil stream receives a lower price.  The
heavy oil differential averaged 39% in 2005 compared to 34% in
2004.

Net earnings increased by a factor of seven to $149.4 million in
2005 compared to $19.5 million in 2004.  Gross revenue increased
43% to $910.3 million in 2005 compared to $636.9 million in 2004.

Western's production averaged 31,994 barrels per day in 2005
compared to 27,108 barrels per day in 2004, representing a year-
over-year increase of 18%.  2005 fourth quarter production
averaged 35,572 barrels per day, marking three successive quarters
of record production rates.

These sustained record quarterly production levels are a direct
result of the Project's production optimization initiatives.  "We
are very pleased with our financial and operating results in 2005.
We believe reliable, sustainable results are an important measure
of performance and our goal is to continue building on this track
record," commented Jim Houck, President and CEO.

Western Oil is a Canadian oil sands corporation, which holds a 20%
undivided interest in the Athabasca Oil Sands Project together
with Shell Canada Limited (60%) and Chevron Canada Limited (20%).

Western Oil's 8-3/4% Senior Secured Notes due May 1, 2012, carry
Moody's Ba2 and Standard & Poor's BB+ Rating.


WILLIAMS CONTROLS: To Spend $3MM to Move Some Operations to China
-----------------------------------------------------------------
Williams Controls, Inc. (WMCO), disclosed the realignment of its
Portland manufacturing operations as part of its ongoing efforts
to focus on its core product lines and improve its global
competitiveness.

As part of this process, Williams Controls plans to outsource all
of its die casting and machining operations to high-quality
suppliers, primarily in Asia, and to relocate the assembly of its
pneumatic products to the company's Suzhou, China facility.  These
changes will eliminate approximately 52 hourly and five salary
positions from Williams Controls' Portland headquarters over the
next 18 months.  The company plans several programs to assist
displaced employees.

Die casting and machining operations are not a strategic part of
Williams Controls' long-term business model.  The company's die
casting and machining equipment is dated, and Williams Controls'
customers are increasingly moving to plastic injection molded
assemblies instead of die cast and machined components for their
electronic throttle controls.  By using Asian suppliers for these
functions, Williams Controls can avoid a significant investment in
equipment that's no longer part of its core strategy.  As a
result, pneumatic assembly is being relocated to be closer to the
company's new suppliers.  Costs to implement this realignment are
estimated to be in the $3 million range and include asset
write-downs, costs to move and refurbish tools, purchase new
tools, inventory build costs, employee severance and other related
costs.

Headquartered in Portland, Oregon, Williams Controls, Inc. --
http://www.wmco.com/-- designs and manufactures Electronic   
Throttle Control Systems for the heavy truck and off-road markets.

The Company's balance sheet at Dec. 31, 2005, showed $30,389,000
in total assets and liabilities of $$31,306,000, resulting in a
stockholders' deficit of $917,000.


WINDOW ROCK: Court Sets Disclosure Statement Hearing for March 22
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue the hearing on the adequacy of information contained
in the Disclosure Statement explaining the Chapter 11 Plan of
Reorganization filed by Window Rock Enterprises, Inc. at 9:30 a.m.
on March 22, 2006.

                        Terms of the Plan

The Plan classifies claims into seven classes.

Allowed priority unsecured claims will be paid in full and in
cash, on the latest of:

     (a) the Effective Date;

     (b) the 10th business day after the date upon which such
         priority unsecured claim becomes an allowed priority
         business claim; or

     (c) the date upon which such allowed priority unsecured claim
         becomes due according to its terms.

The legal, equitable and contractual rights of interest holders,
will not be altered or modified under the Plan.

Ventana Group LLC's $500,000 allowed secured claim will be paid in
full through six monthly installments commencing on the first day
of the full month after the Effective Date.  Ventana Group will
retain the liens encumbering its collateral and will reconvey the
lender liens after full payment of its allowed secured claim.

Other allowed secured claims, at the Debtor's discretion, will be
paid through three options:

   Option 1: Class 2 claims shall be paid in full through 24
             equal monthly installments equal to their claim,
             plus interest calculated at the rate of 2.5% over
             the prime rate of interest as published in the Wall
             Street Journal on the Effective Date.  Creditor's
             class 2 allowed secured claim will continue to be
             secured by its existing lien encumbering its
             collateral.  Upon full payment, the creditor's lien
             shall be released and the Debtor will retain title
             to such collateral free and clear of the creditor's
             lien.  Any deficiency will be treated as a
             general unsecured claim.

   Option 2: Class 2 creditor's collateral will be returned to
             the creditor on the Effective Date in full
             satisfaction of the creditor's allowed secured
             claim.  Any deficiency will be treated as            
             a general unsecured claim.

   Option 3: Holders of class 2 allowed secured claim can demand
             or receive accelerated payment of such claim after
             the occurrence of a default.

Allowed secured claims for taxes, will receive cash installment
payments in equal quarterly installments of principal and
interest, and will be in an amount sufficient to fully amortize an
allowed secured claim over a period of 5 years from and after the
petition date.  The outstanding and unpaid amount of each allowed
secured claim will bear interest, commencing on the Effective Date
and continuing until the allowed secured claim is paid in full, at
the lesser of:

     (a) the interest rate available on ninety-day U.S. treasuries
         as of the Effective Date; or

     (b) the rate provided by Section 6621(a) of the Internal
         Revenue Code on the Effective Date.

Allowed general unsecured claims will be paid through two
payments:

     (a) Initial Distribution:

         Holders of allowed general unsecured claims will receive
         an amount equal to a pro rata share of a cash fund to be   
         established by the Debtor in an amount equal to the
         aggregate of:

         * $8 million; and

         * any net recoveries received by the Debtor prior to
           the confirmation date.

     (b) Final Distribution:

         Holders of allowed general unsecured claims will receive    
         an amount equal to a pro rata share of a cash fund to be      
         established by the reorganized Debtor in an amount equal
         to the aggregate of:

         * any net recoveries received by the reorganized Debtor
           on or after the confirmation date;

         * any amount of De Minimis Distributions;

         * any unclaimed property with respect to class 5 claims
           released to the reorganized Debtor; and

         * any cash deposited into the disputed claims reserve
           with respect to a class 5 disputed claim that is
           released to the reorganized Debtor.

Under the Plan, allowed subordinated unsecured claims, will be
paid in full in 20 equal annual installment payments.

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.


YUKOS OIL: Bank Lenders File Bankruptcy Suit in Moscow
------------------------------------------------------
Russian energy-giant Yukos Oil Company faces another bankruptcy
proceeding, this time in the Moscow Arbitration Court, roughly a
year after the U.S. Bankruptcy Court for the Southern District of
Texas dismissed its chapter 11 case in February last year.

Catherine Belton, at The Moscow Times, reports that a group of
banks, led by Societe Generale of France, filed the bankruptcy
petition to attempt to recover $482 million under outstanding loan
agreements.  

Reports say that the latest bankruptcy filing could finally place
Yukos under formal government control.  The Russian Government
asserts Yukos owes more than $33 billion in back taxes.  The
Company has long denied that it owes the Russian government any
back taxes, but that has not deterred the Russian Federation from
seizing and selling Yukos' assets.

The newspaper reports that some parties have questioned the motive
behind the involuntary bankruptcy filing.  Under Russian law,
foreign banks will only receive distributions after employees, the
state and state-owned companies are paid.

Yukos will have until June before formal bankruptcy proceedings
begin.  Ms. Belton says that the lull could give Yukos time to
finalize a deal with the Lithuanian government to buy the Mazeikiu
Nafta refinery in Butinge.  The $1 billion expected proceeds from
the deal is enough to repay the banks' claims.

Yukos Oil Company is an open joint stock company existing under
the laws of the Russian Federation.  Yukos is involved in the
energy industry substantially through its ownership of its various
subsidiaries, which own or are otherwise entitled to enjoy certain
rights to oil and gas production, refining and marketing assets.  
The Company filed for chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq., C.
Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  On Feb. 24, 2005, Judge Letitia Z. Clark dismissed the
Chapter 11 case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &          
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #1
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

March 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Morning Meeting with ACG
         Dallas Country Club, Dallas, Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

March 16, 2006
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      2nd Annual Strike up a Network with NYSSA:
         A Night of Bowling
            Leisure Time Bowl, New York, New York
               Contact: http://www.nyssa.org/

March 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Transaction Exchange Luncheon
         Wiley Rein and Fielding LLP, Washington, DC
            Contact: 703-912-3309 or http://www.turnaround.org/  

March 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/


March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Comedy Night at Governors
         TBA, Levittown, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

April 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Monthly Dallas/Ft. Worth meeting
         CityPlace Center, Dallas, Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Regional Golf Event
         TBD, Austin (tentative), Texas
            Contact: 214-228-9706 or http://www.turnaround.org/

May 4, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-9, 2006
   INTERNATIONAL BAR ASSOCIATION
      Restructuring Among the Ruins
         Hotel Bretagne
            Athens, Greece
               Contact: harriet.rowland@int-bar.org or  
                  http://www.ibanet.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Casino Night
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Bergen County, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Eastside Wine & Dine
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf 101
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      "Toot Your Own Horn" Forum
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA NY Golf & Tennis Outing -
         MEMBERS & SPONSORSHIP REGISTRATION
            Fresh Meadow Country Club, Lake Success, New York
               Contact: 646-932-5532 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #2
         Ernst & Young Tower, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

June 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Fund / Private Equity Round Table
         CityPlace Center, Dallas, Texas
            Contact: http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriot Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

June 14, 2006 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Texas Hold'em for Charity
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Morristown, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or www.turnaround.org

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

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.


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