TCR_Public/060317.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, March 17, 2006, Vol. 10, No. 65

                          Headlines

AES CORP: Bidding for Hinisa & Hidisa Hydroelectric Power Plants
AGY HOLDING: Moody's Junks Proposed $45 Million Senior Sec. Loan
ALLSERVE SYSTEMS: Chap. 7 Trustee Hires Bederson as Accountants
AMERICAN ACHIEVEMENT: S&P Raises Bank Loan Rating to BB- from B+
AMERICAN ITALIAN: Inks New $295-Million Senior Credit Facility

AMERIQUEST MORTGAGE: Fitch Rates $5.68MM Class M-5 Certs. at BB+
ARMSTRONG WORLD: Plans to Buy Wood Business Capella & HomerWood
ANCHOR GLASS: Court Sets Confirmation Hearing for April 17
APX HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
ASARCO LLC: Wants to Purchase Nine Haul Trucks From Liebherr

ASARCO LLC: Wants CB Richard Ellis as Broker to Sell Mining Assets
ASARCO LLC: Wants Claro Group as Claims Data Management Consultant
BALLY TOTAL: Late Annual Report Filing May Spur Default on Bonds
BALLY TOTAL: S&P May Give Default Rating After Rating Review
BEVERLY ENTERPRISES: Completes Merger with Pearl Senior Care

BNS HOLDING: Ernst & Young Expresses Going Concern Doubt
C-BASS MORTGAGE: Moody's Rates Classes B-3 & B-4 Certs. at Low-B
CALPINE CORP: U.S. Trustee Meeting with Creditors on March 21
CALPINE CORP: Wants to Hire Cornerstone as Management Consultants
CALPINE CORP: Bankruptcy Filing Spurs S&P to Hold Default Ratings

CARIBBEAN RESTAURANTS: S&P Alters Outlook on B+ Rating to Negative
CENDANT CAR: S&P Puts BB- Rating on $1 Billion Sr. Unsecured Notes
CENTRAL VERMONT: Restating 2002 Earnings to Record Impairment
CENTRAL VERMONT: Extending Stock Buy Back Offer Until April 5
CHEMTURA CORP: S&P Holds BB+ Ratings & Says Outlook is Positive

CLASSIC BAKING: List of 20 Largest Unsecured Creditors
CREECH FUNERAL: List of 4 Largest Unsecured Creditors
COLLINS & AIKMAN: Wants to Monitor Equity Trading to Protect NOLs
COLLINS & AIKMAN: Establishes Claims Settlement Procedures
COLLINS & AIKMAN FLOORCOVERINGS: Moody's Holds Debt Ratings

COMVERSE TECHNOLOGY: S&P Places Ratings on Negative CreditWatch
CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms B+ Rating
CORUS GROUP: Selling Aluminum Unit to Aleris for EUR826 Million
DANA CORP: Court Okays Miller Buckfire's Retention as Advisor
DANA CORP: Gets Interim Okay to Hire AP Services as Crisis Manager

DANA CORP: Court Approves Hunton's Retention as Special Counsel
DANA CORP: Signs Consulting Agreement with Robert Richter
DELPHI CORP: Appaloosa Demands Annual Shareholder Meeting
DURA OPERATING: Moody's Junks Senior Debts Following Weak Results
DURA OPERATING: S&P Lowers Sr. Unsecured Rating to CCC from CCC+

EAGLEPICHER HOLDINGS: Wants to Walk Away from Busche Contract
EL PASO CORP: Incurs a $633 Million Net Loss in 2005
EMPIRE DISTRICT: Gets $226M Loan to Fund Point Power Project
EPICOR SOFTWARE: S&P Rates Proposed $175 Million Facility at B+
FIRST VIRTUAL: Liquidating Trustee Gets Court OK to Tap Bachecki

FOOT LOCKER: Earns $96MM of Net Income in Fourth Fiscal Quarter
FUTURE MEDIA: GE Capital Consents to Cash Collateral Use
FUTURE MEDIA: Taps Susan Tregub as Special Corporate Counsel
GENESCO INC: S&P Raises Credit Facility's Ratings to BB from BB-
GMAC COMMERCIAL: Fitch Holds CCC Rating on $3.8MM Class P Certs.

GRANITE BROADCASTING: Insufficient Funds Cue S&P to Lower Ratings
GREIF INC: Earns $33.4 Mil. of Net Income in First Fiscal Quarter
HARBORVIEW TRUST: Moody's Places Ba2 Rating on Class 2-B4 Certs.
HARDWOOD P-G: Hires Langley & Banack as Bankruptcy Counsel
HARDWOOD P-G: Secures DIP Financing from Webster and Citizens

HOVNANIAN ENT: Earns $81.4MM of Net Income in First Fiscal Quarter
INTEGRATED DISABILITY: Wants to Retain Godwin Pappas as Counsel
ISTAR FINANCIAL: Reports 4th Quarter & Full-Year Financial Results
J.L. FRENCH: Court Okays Hiring of Ordinary Course Professionals
LIQUIDMETAL TECHNOLOGIES: Releases 2005 Fourth Quarter Financials

KMART CORP: Philip Morris & HNB's Multi-Million Claims Draw Fire
KMART CORP: Settles Infringement Lawsuit Against Pendleton Woolen
LBI MEDIA: S&P Rates Proposed $260 Million Credit Facilities at B
LION CITY: Chapter 15 Petition Summary
MARSHALL CREEK: List of 4 Largest Unsecured Creditors

MAYTAG CORP: Whirlpool Merger Deal Cleared by Canadian Bureau
MCDERMOTT INT'L: Balance Sheet Upside-Down by $83 Mil. at Dec. 31
MEDCO HEALTH: Earns $176.8 Million of Net Income in Fourth Quarter
MESABA AIR: Employees Balk at Wage Cuts & Reject Contracts
MIRANT CORPORATION: Incurs $1.3 Billion Net Loss in 2005

MORGAN STANLEY: Moody's Rates Two Certificate Classes at Low-B
MUSICLAND HOLDING: Panel Hires Donlin Recano as Information Agent
NATIONAL BEEF: Brawley Deal Cues Moody's to Review Low-B Ratings
NEORX CORPORATION: Incurs $4 Million Net Loss in Fourth Quarter
NEWQUEST INC: Moody's Upgrades B1 Credit Facility Rating to Ba3

NORTH AMERICAN: Moody's Holds Junk Rating on $20 Million Debt
OCA INC: Gets $15M DIP Funding from BofA & Silver Point-Led Group
O'SULLIVAN INDUSTRIES: Court Confirms Plan of Reorganization
O'SULLIVAN INDUSTRIES: Ace American Objects to Plan Confirmation
OVERSEAS SHIPHOLDING: Earns $113.7 Mil. of Net Income in 4th Qtr.

PARKWAY HOSPITAL: Court Okays A&B as Medical Malpractice Counsel
PROCARE AUTOMOTIVE: Taps Landau Public as Public Relations Advisor
PROCARE AUTOMOTIVE: Wants Court to Okay CEO'S Employment Agreement
PROGRESSIVE GAMING: Filing Delay Cues S&P to Put Ratings on Watch
REPUBLIC STORAGE: Agrees to Sell Assets to Private Equity Firm

SAINT VINCENTS: Court Approves Use of Government Grant Funds
SAINT VINCENTS: Can Set Up Port Chester Residence Facility
SAINT VINCENTS: Court OKs Broadway and Classon Lease Agreements
SASKATCHEWAN WHEAT: S&P Upgrades Subordinated Debt Rating to B-
SINGING MACHINE: Pays $2 Mil. to Retire $4 Mil. of Sub. Debentures

SIRVA INC: To Sell Business Services Division in UK and Ireland
SKIN NUVO: Committee Wants Executive Risk Settlement Pact Approved
SMART HOME: Moody's Puts Ba1 Rating on Class B-1A Mortgage Notes
SOUTHERN EQUIPMENT: S&P Puts B Corporate Credit Rating on Watch
STANDARD PARKING: S&P Raises Sr. Subordinated Debt Rating to B-

STELCO INC: Board Confirms Delisting of Common Shares from TSX
TEC FOODS: Wants to Continue Using Cash Collateral Until June 30
TELEGLOBE COMMS: Asks Court for Final Decree Closing Ch. 11 Cases
TELEGLOBE COMMS: Wants Until May 24 to Object to Claims
TNS INC: S&P Puts BB- Ratings on Watch With Negative Implications

TRUE TEMPER: S&P Puts CCC+ Subordinated Debt Rating on Creditwatch
TUCSON ELECTRIC: S&P Revises Rating Outlook to Stable from Neg.
UNISYS CORP: Plans to Sell 28% Equity Stake in Nihon Unisys
US AIRWAYS: Inks Deal with GE Capital on New $1.1 Bil. Term Loan
VALOR COMMUNICATIONS: Earns $35.3 Million of Net Income in 2005

WII COMPONENTS: Earns $2.1 Million of Net Income in Fourth Quarter
WASTE CONNECTIONS: Launches $175 Million Convertible Note Offering
WESTERN WATER: Asks Judge Tchaikovsky to Close Chapter 11 Cases
WINN-DIXIE: Assessment Technologies Okayed as Property Tax Advisor
WORLD HEALTH: U.S. Trustee Picks 5-Member Creditors' Committee

YUKOS OIL: Lithuania May Buy Majority Stake in Mazeikiu Nafta
YUKOS OIL: Rosneft Buys $482 Million Debt from Bank Lenders
ZENITH NATIONAL: S&P Upgrades Credit Rating from BB+ to BBB-

* Chadbourne & Parke Names Werwaiss and Korotkova as Counsel
* Harpeth Capital Investment Bank Creates Advisory Board
* Marc Cohen of Kaye Scholer Chosen as Bankr. Lawyer of the Year
* Proskauer Rose Names 4 New Partners for Washington D.C. Office
* Former Bankruptcy Judge Ralph Mabey Joins Stutman Treister

* Mesirow Financial Consulting Welcomes Thomas J. Allison

* BOOK REVIEW: Small Business in American Life

                          *********

AES CORP: Bidding for Hinisa & Hidisa Hydroelectric Power Plants
----------------------------------------------------------------
AES Corp. is challenging rising Argentine investment fund Grupo
Dolphin in bidding for the Hinisa and Hidisa hydroelectric power
plants currently controlled by Electricite de France in Mendoza,
Argentina, an AES official was quoted by Dow Jones Newswires as
saying.

AES' decision to bid for the two power plants was influenced by
the company's need to increase hydropower resources as natural gas
becomes increasingly scarce in Argentina, the AES official told
Dow Jones.  AES operates five hydroelectricity plants in
Argentina, some of which rely on heavy rain periods for
generation.

The Hinisa-Hidisa operations "have a constant flow from rain and
melting snow and that assures us that we can buy an asset that
permanently generates," the unnamed official told Dow Jones.

In January, Mendoza Governor Julio Cobos directed EdF to sell its
stake in the Hinisa-Hidisa plants under an ownership
restructuring, Dow Jones relates.  The sale of EdF's stake
coincides with an overall shift in plant ownership, under which
the Mendoza government will also decrease its stake in the
hydroelectric power plants.

EdF holds a 64.9% stake in Inversora Nihuiles, which controls the
270-megawatt Hinisa plant, and a 56% stake in Inversora Diamante,
which controls the 390MW Hidisa plant.

"The government has expressed interest in money, of course, but
fundamentally they are interested in technical and maintenance
experience and in those areas we are very good candidates," the
AES official told Dow Jones.

                            About AES

AES Corporation -- http://www.aes.com/-- is a global power  
company.  The Company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the Company delivers
electricity through 15 distribution companies.   

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including
its Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


AGY HOLDING: Moody's Junks Proposed $45 Million Senior Sec. Loan
----------------------------------------------------------------
Moody's Investors Service assigned B2 to AGY Holding Corp.'s
proposed $30 million senior secured revolving credit facility, a
B2 to AGY's proposed $135 million senior secured 1st lien term
loan, a Caa1 to AGY's proposed $45 million senior secured 2nd lien
term loan, and a B2 corporate family rating.  This is the first
time Moody's has rated the company.  The rating outlook is stable.

The B2 corporate family rating considers AGY's small size,
significant customer and application concentration, ongoing margin
compression associated with energy and input cost inflation, the
weak credit quality of the company's main customers, limited
history of performance subsequent to emerging from bankruptcy in
April 2004, and exposure to several highly cyclical end-use
markets.

AGY's ratings also reflect its substantial leverage resulting from
the purchase of virtually all outstanding equity interests by
equity sponsor, Kohlberg & Co.  However, the ratings are supported
by AGY's position as a competitive producer of technical grade
E-glass fibers, the only North America producer of specialty
S-glass, and the leading producer of fine and extra fine glass
yarns.

Other factors that supporting the ratings are: significant
barriers to entry, including qualifications in military and
aerospace applications, and extensive technological and
manufacturing expertise in many specialty applications.

Moody's also believes that management's strategy to move away from
more commodity-like grades of glass fiber should reduce the
cyclicality of earnings over time, assuming that the company can
expand the number of new higher -- value applications for its
technical E-glass and specialty S-glass fibers.  The ratings also
reflect Moody's expectation that the company will be modestly free
cash flow generative over the next twelve months despite a high
fixed cost burden, increases in energy prices, the potential for
continued escalation in precious metal prices, and an expected
increase in capital investment to support growth initiatives.

AGY's ratings incorporate its exposure to end-use markets that are
characterized by a high degree of cyclicality, including aerospace
and defense, commercial construction, and electronics, although
they tend to follow somewhat asynchronous patterns.  Even though
AGY is currently benefiting from a strong cyclical upswing in
commercial aerospace spending, as well as a protracted elevation
in defense spending, particularly relating to lightweight
composite vehicle armor, Moody's remains cautious about the
disproportional amount of value derived from AGY's S-2 glass
applications.  With aerospace and defense being the primary
applications of AGY's S-2 glass, Moody's believes there are
significant risks associated with moderate contractions affecting
these two industries.  Furthermore, Moody's believes that the
credit profile of AGY's two largest customers, BGF Industries,
Inc. and Hexcel, which capture approximately 40% of total sales,
also constrain upward rating potential.

The stable outlook assumes that, by the end of FY2006, the company
will maintain a ratio of debt to EBITDA below 5.5x, free cash
flow-to-debt above 6%, operating margins above 10%, and minimum
EBIT interest coverage of 1.0x.  Failure to attain these levels
due to weaker than anticipated operating results could put
negative pressure on the ratings.  Moody's also believes any
substantial extraction of cash by the equity sponsor could
negatively impact the ratings.  Given AGY's historically modest
and negative free cash flow generation, as well as limited track
record following its exit from bankruptcy, Moody's believes that
upward rating pressure is limited over the intermediate term.
However, Moody's believes the ratings could be positively impacted
if debt to EBITDA fell below 4.0x due to permanent debt reduction,
free cash flow-to-debt was consistently in excess of 10%, and EBIT
interest coverage was above 2.0x on a sustainable basis.

AGY's ratings also capture its good liquidity based on
expectations for modest free cash flow generation over the next
fiscal year, sufficient availability on its undrawn $30 million
senior secured revolver, and a favorable near-term debt maturity
profile.  Moody's does not expect AGY to drawn upon its revolving
credit facility over the next twelve months due to minimal
seasonal fluctuation in working capital.  Although AGY's 50%
excess free cash flow sweep and substantial fixed charges do
constrain its liquidity, Moody's believes that AGY will generate
sufficient cash flow to support operations and maintain capital
spending, including alloy replenishment, under normal operating
conditions.

Moody's assigned the B2 rating on the proposed $30 million senior
secured revolving credit facility and $135 million senior secured
1st lien term loan at the corporate family rating level given that
the outstanding 1st lien debt accounts for 75% of total debt,
assuming that the secured revolver remains undrawn.  All of AGY's
senior secured bank debt will be guaranteed by both of AGY's North
American subsidiaries, AGY Aiken LLC and AGY Huntingdon LLC, which
own over 99% of the company's total assets, as well as a 65%
upstream guarantee from its international subsidiaries.  Moody's
believes that, with $180 million in senior secured 1st and 2nd
lien debt, tangible asset coverage of debt is fairly weak,
reflected in the 2 notch differential on the 2nd lien term loan.  
Additionally, in a distress situation, Moody's expects that asset
coverage of debt would deteriorate further were the company to
draw on the senior secured revolver to the full extent available.

AGY manufactures glass fiber yarn used in a broad array of
applications, including aerospace and defense, construction,
electrical, and industrial purposes.  AGY's manufacturing process
utilizes furnaces and bushings which consist of heat-resistant
platinum and rhodium alloy plates used to extrude molten glass
into filaments, which are then spooled and twisted into yarn.
AGY's heavy and fine yarn products are respectively distinguished
by filament diameters generally greater or less than nine microns.  
AGY's specialty S-2 yarn is a proprietary heavy yarn product
differentiated by its signature characteristics, including a high
strength-to-weight ratio, thermal-resistance, and impact
resistance; AGY's S-2 glass is primarily employed in leading edges
of military helicopter blades and certain aircraft interior
panels, military vehicle armor, and pressure vessels. Although the
company has historically generated the majority of its profit from
lower-margin heavy yarn products, AGY's management team is
positioning its product mix increasingly toward higher margin
niche applications of specialty S-2 glass and technical E-glass
yarns.

Moody's believes that AGY's evolving business strategy has
contributed significantly to its margin improvement since emerging
from bankruptcy in April 2004, and is expected to support more
robust performance over the near term.  Given the company's
moderate size, Moody's believes that AGY's ratings are dependent
on it maintaining its strong positions in niche specialty S-2
glass and technical E-glass yarns, as opposed to competing with
high volume producers of lower-margin heavy yarns. Moody's
believes that the sharp decline in demand for heavy glass fiber
yarns used in the North American manufacturing of printed circuit
boards, which has since experienced a large-scale migration to
Asia, contributed to the dramatic decline in operating performance
leading up to its filing for bankruptcy in 2002.  Although AGY
maintains a sizable exposure to low-margin heavy yarn products,
Moody's expects that AGY's continued shift in product mix toward
higher margin yarn will support stronger operating performance
going forward, providing that the company can expand the number
and range of applications for its higher value fibers.

AGY, headquartered in Aiken, South Carolina, is a US producer of
glass fiber yarns.  Its products are used globally in a variety of
industrial, electronic, construction, and specialty applications.  
The company reported revenues of $161 million for the fiscal year
ending Dec. 31, 2005.


ALLSERVE SYSTEMS: Chap. 7 Trustee Hires Bederson as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, gave
Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, the Trustee appointed in Allserve Systems Corp.'s
Chapter 7 cases, permission to employ Bederson & Company, LLP, as
his accountants, nunc pro tunc to Jan. 26, 2006.

The Trustee expects Bederson to assist him in performing his
duties, including investigating the Debtor's prepetition and
postpetition financial affairs.

The Trustee selected Bederson because of the firm's extensive
experience and expertise in insolvency and forensic accounting
and, specifically, in its participation in similar bankruptcy
proceedings in New Jersey.  Additionally, Bederson previously
performed services for Bunce Atkinson, the Chapter 11 Trustee in
the Debtor's converted Chapter 11 case.

To the best of the Trustee's knowledge, Bederson does not hold or
represent any interest adverse to the estate and is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.

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
represented the Debtor.  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.  The
case was converted into a chapter 7 liquidation proceeding on
January 18, 2006.  The Court named Charles A. Stanziale, Jr.,
Esq., at McElroy, Deutsch, Mulvaney & Carpenter, as the Debtor's
chapter 7 Trustee, at the U.S. Trustee's behest.  


AMERICAN ACHIEVEMENT: S&P Raises Bank Loan Rating to BB- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating
for Austin, Texas-based American Achievement Corp. to 'BB-' from
'B+', and raised the recovery rating to '1' from '3'.  The higher
ratings reflect the expectation of lenders' full recovery of
principal on the company's $195 million senior secured credit
facility in a simulated payment default scenario because of a
meaningful level of bank debt repayment over the past two years.
     
At the same time, Standard & Poor's revised its outlooks to stable
from negative and affirmed the 'B+' corporate credit ratings on
American Achievement Corp. and its parent company, AAC Group
Holding Corp. (AAC HoldCo, B+/Stable/--; together, AAC).  Standard
& Poor's also affirmed the 'B-' rating on the company's
subordinated debt and the 'B-' rating on AAC HoldCo's senior
unsecured debt.  AAC had about $395 million in total lease-
adjusted debt outstanding as of November 2005, pro forma for AAC's
January 2006 preferred share issue.
     
"The outlook revision reflects our expectation that AAC will
continue to make improvements in the company's leverage ratios, to
levels appropriate for current ratings over the near term, through
a combination of debt repayment and increased profits," said
Standard & Poor's credit analyst Emile Courtney.
     
AAC has made about $25 million in debt repayments since November
2004, net of accretion on AAC HoldCo's discount notes and the
company's preferred stock issue.  Profitability has improved
largely because of manufacturing cost savings through plant
consolidation and productivity enhancements.  Importantly,
although leverage remains weak for the current ratings, AAC is
expected to make additional debt reductions from free cash flow
generation and EBITDA improvements through cost savings in fiscal
2006, further reducing its leverage metric.  Standard & Poor's
leverage metric includes the accreted value of AAC HoldCo's senior
discount notes and the company's mandatory redeemable preferred
stock.
     
Ratings reflect AAC's:

   * high debt leverage;
   * aggressive financial policy; and
   * narrow business focus.  

AAC is a leading manufacturer of:

   * class rings,
   * yearbooks,
   * graduation products, and
   * affinity jewelry.

The estimated $1.5 billion North American scholastic products
industry is competitive, with three companies -- American
Achievement, Jostens Inc., and Herff Jones Inc. -- dominating a
significant portion of the North American class ring and yearbook
segments.

AAC has customized production capabilities and a broad
distribution network.  The nondeferrable nature of demand
contributes to fairly stable cash flows and serves to minimize
inventory risk.


AMERICAN ITALIAN: Inks New $295-Million Senior Credit Facility
--------------------------------------------------------------
American Italian Pasta Company (NYSE: PLB) entered into a new
$295 million, five-year senior credit facility.  The new facility
replaces a $290 million senior credit facility that would have
expired on Oct. 2, 2006.  As a result of the financing, the
Company is no longer in default of its prior credit agreement and
is in compliance with all covenant requirements.

"The completion of our refinancing represents a significant
milestone for the Company," Jim Fogarty, Chief Executive Officer,
said.  "The new long-term financing strengthens our capital
structure and provides us a stable platform from which to execute
our strategies and business initiatives."

The new credit facility is comprised of:

     * a $265 million term loan and
     * a $30 million revolving credit facility.

The facility is secured by substantially all of the Company's
assets and provides for interest at either LIBOR rate plus 600
basis points or at an alternate base rate calculated as prime rate
plus 500 basis points.  The facility has a five-year term expiring
in March 2011 and does not require any scheduled principal
payments.  Principal pre-payments are required if certain events
occur in the future, including the sale of certain assets,
issuance of equity and the generation of "excess cash flow" (as
defined in the credit agreement).  The agreement also contains
customary financial covenants and certain other restrictions.

Banc of America Securities LLC acted as sole arranger for the new
credit facility and has syndicated a portion of the facility to a
group of institutional lenders.  Bank of America is a lender and
also serves as the administrative agent under the facility.

In connection with the financing, the Company has reduced its
outstanding debt from $281 million to $267 million (representing
the term loan balance under the new credit facility of
$265 million and the existing Italian subsidiary debt of
$2 million).  Subsequent to the financing, outstanding debt net of
cash on hand is $262 million.

As of March 15, 2006, after giving effect to the new credit
facility, the Company has liquidity resources of $33 million,
comprised of:

     * $28 million availability under the new revolving credit
       facility (reflecting approximately $2 million of letters of
       credit issued under the $30 million revolving credit
       facility) and

     * cash on hand of approximately $5 million.

Mr. Fogarty concluded, "Our new financing represents a vote of
confidence from our new lending group who see in AIPC what we see:
a company with a solid operating base.  As we continue to further
strengthen our operating environment, this refinancing sends an
important message to our employees, customers, suppliers and
shareholders.  The completion of this transaction allows us to
focus on our most important job -- providing quality products and
excellent service to our customers."

Based in Kansas City, Missouri, American Italian Pasta Company --
http://wwwaipc.com/-- is the largest producer and marketer of dry   
pasta in North America. Founded in 1988, American Italian Pasta
currently has five plants that are located in Excelsior Springs,
Missouri; Columbia, South Carolina; Tolleson, Arizona; Kenosha,
Wisconsin and Verolanuova, Italy.  The Company has approximately
600 employees located in the United States and Italy.

                         *     *     *

                             Waiver

On Sept. 15, 2005, the Company received a waiver from its lenders
under its Credit Agreement dated July 16, 2001, as amended.  In
December 2005 the Company received a third waiver from its bank
group for non-compliance with certain covenants contained in its
bank credit agreement.  During the waiver period, which expired
yesterday, March 16, 2006, the Company pursued refinancing
alternatives for its bank credit facility, which expires on
Oct. 2, 2006.

                            Liquidity

As of Feb. 13, 2006, the Company's total debt was approximately
$280.0 million, including $278 million under its bank credit
facility.  Total debt, less cash, stood at $256 million.  As of
Feb. 13, 2006, the Company had liquidity resources totaling
approximately $34 million, reflecting availability of
approximately $10 million under its revolving credit agreement and
cash of approximately $24 million.  In addition, the Company
continues to expect that net cash flow to be generated from
operations will be sufficient to meet its expected operating needs
for the current fiscal year.  The Company also noted that amounts
owed to its suppliers and vendors are currently within established
credit terms.

                  Late Filing of Form 10-Q and
                 Postponement of Annual Meeting

The Company did not file its Form 10-Q for the first fiscal
quarter ended Dec. 30, 2005 on the due date of Feb. 8, 2006.  As
previously disclosed, the Company has also not filed its Form 10-Q
for the third fiscal quarter of fiscal 2005 and its Form 10-K for
the fiscal year ended Sept. 30, 2005.  In addition, the Company
announced that its Annual Meeting of Shareholders, normally
scheduled for February, has been postponed indefinitely pending
the Company's completion of its previously announced restatement
of certain historical financial statements.


AMERIQUEST MORTGAGE: Fitch Rates $5.68MM Class M-5 Certs. at BB+
----------------------------------------------------------------
Fitch rates Ameriquest's Quest Trust 2006-X1 asset-backed
certificates, series 2006-X1 as:

   -- $253,980,000 classes A-1, A-2 and A-3 'AAA'
   -- $5,227,000 class M-1 'A-'
   -- $5,688,000 class M-2 'BBB+'
   -- $5,227,000 class M-3 'BBB'
   -- $4,458,000 class M-4 'BBB-'
   -- $5,688,000 class M-5 'BB+'

The 'AAA' rating on the senior certificates reflects:

   * the 18.85% credit enhancement provided by the 1.70%
     class M-1;

   * the 1.85% class M-2, the 1.70% class M-3;

   * the 1.45% class M-4;

   * the 1.85% class M-5; and

   * overcollateralization (OC).

The initial OC amount is 8.85% growing to a target OC of 10.30%.
In addition, the ratings on the certificates reflect the quality
of the underlying collateral, and Fitch's level of confidence in
the integrity of the legal and financial structure of the
transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$307,480,108.  As of the cut-off date, Feb. 1, 2006, the mortgage
loans had:

   * a weighted average original loan-to-value ratio of 81.81%;
   * a weighted average coupon (WAC) of 7.957%;
   * a weighted average remaining term (WAM) of 346 months; and
   * an average principal balance of $130,842.

Single-family properties account for approximately 76.21% of the
mortgage pool, 2-4 family properties 6.94%, and condos 4.90%.  The
three largest state concentrations are:

   * California (15.14%),
   * Florida (15.04%), and
   * New York (7.28%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  

Ameriquest Mortgage Securities Inc. deposited the loans into the
Trust, which issued the certificates, representing beneficial
ownership in the Trust.  For federal income tax purposes, the
Trust will consist of multiple real estate mortgage investment
conduits.  Deutsche Bank National Trust Company will act as
trustee.  Ameriquest Mortgage Company, rated 'RSS2+' will act as
Master Servicer for this transaction.


ARMSTRONG WORLD: Plans to Buy Wood Business Capella & HomerWood
---------------------------------------------------------------
Armstrong World Industries, Inc., the operating subsidiary of
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ), reported
investments that will increase manufacturing capacity and broaden
the product portfolio of its hardwood flooring business.

The investments are:

     -- Acquisition of Capella Engineered Wood LLC
        This acquisition will increase Armstrong's U.S.
        manufacturing capacity and add another brand to the wood
        portfolio.

     -- A Manufacturing Joint Venture in China
        This investment will also increase manufacturing capacity
        for engineered wood.

     -- Acquisition of HomerWood
        This investment will expand Armstrong's premium solid wood
        product offerings to include rapidly growing wide width
        and hand-scraped products.

"These transactions are part of our program to grow Armstrong's
flooring business in North America.  The investments will reduce
our product cost, increase our manufacturing capacity in
engineered wood, and significantly expand our portfolio of premium
solid wood products," commented President and CEO of Armstrong
Flooring Products Americas, Frank Ready.  "We are excited
about the potential of these additions to our portfolio to
accelerate the profitable growth of our hardwood flooring
business."

                About Armstrong World Industries

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

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

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

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.


ANCHOR GLASS: Court Sets Confirmation Hearing for April 17
----------------------------------------------------------
The U.S. Bankruptcy Court Middle District of Florida in Tampa will
consider confirmation of Anchor Glass Container's Corporation plan
of reorganization on April 17, 2006.

Creditors must return their ballots to Acclaris, LLC, the Debtor's
balloting and claims agent, on or before 5:00 p.m., prevailing
Eastern Time, on April 10, 2006, in order to for them to be
counted.  

Confirmation objections, if any, must be filed with the Clerk of
the Bankruptcy Court and served on the Debtor's counsel on or
before April 10, 2006.

As reported in the Troubled Company Reporter on Mar. 3, 2006, the
Debtor received Court authority to solicit acceptance to the plan
when the Court approved the Disclosure Statement on March 1, 2006,

                        Terms of the Plan

Anchor's Plan will reduce the company's long-term debt by
approximately $370 million.  The Plan calls for a debt-for-equity
swap that will give Anchor's Senior Secured Noteholders 100
percent of the company's equity.  Anchor will exit chapter 11 as a
privately held company with long-term debt of $135 million.

To ensure strong liquidity, Anchor intends to put in place a
revolving credit facility of approximately $65 million.  Unsecured
creditors will receive a cash distribution of approximately $8.6
million.  Based upon current estimates, unsecured claims
approximate $120 million. Current equity holders will receive no
distribution and their shares will be cancelled.

Assuming court approval of the plan, Anchor expects to emerge from
Chapter 11 in late April 2006.  The Bankruptcy Court will convene
a hearing on April 17, 2006 to consider confirmation of the
Debtor's Plan.

"This plan of reorganization is an important milestone for us.
With the support of our customers, vendors and employees we have
the framework in place to enable Anchor Glass to remain a strong
and innovative competitor in the marketplace," said Mark Burgess,
Anchor's Chief Executive Officer.  

The Ad Hoc Committee of Noteholders and the Official Committee of
Unsecured Creditors have advised Anchor Glass that they will
recommend the acceptance of this plan.

              Classification and Treatment of Claims

As reported in the Troubled Company Reporter on Feb. 24, 2006, the
Debtor its First Amended Plan of Reorganization and Disclosure
Statement to the Bankruptcy Court on Feb. 15, 2006.

The Plan outlines this scheme for classifying claims in accordance
with 11 U.S.C. Sec. 1122:

    Class  Description     Estimated Amt.   Impairment
    -----  -----------     --------------   ----------
     N/A   Administrative    $34,735,000    Unimpaired
           Claims

     N/A   Note Purchase    $125,000,000    Unimpaired
           Agreement Claims

     N/A   Priority Tax       $4,500,000    Unimpaired
           Claims

      1    Other Priority       $160,000    Unimpaired; deemed to
           Claims                           have accepted the Plan

      2    Senior Note      $368,302,778    Impaired; entitled to
           Secured Claims                   vote

      3    GE Capital         $9,659,574    Unimpaired; deemed to
           Secured Claim                    have accepted the Plan

      4    Other Secured        $830,000    Unimpaired; deemed to
           Claims                           have accepted the Plan

      5    General          $120,000,000    Impaired; entitled to
           Unsecured Claims                 vote

      6    Common Stock                     Impaired; deemed to
           Interests                        have rejected the Plan

            Noteholders Will Own the Reorganized Company

The Plan proposes that holders of Class 2 Senior Note Secured
Claims will receive all shares of the New Common Stock, subject to
dilution by exercise of the New Equity Incentive Options.

               Existing Securities Will Be Cancelled

Class 6 Common Stock Interest Holders will not receive nor retain
any property on account of their Common Stock Interests.

On the Effective Date, the Existing Securities of Anchor Glass
will be deemed cancelled.  All of Anchor Glass' obligations under
the Existing Securities will be consequently discharged.

However, the Senior Notes Indenture will continue in effect solely
to allow a Senior Notes Representative to make the distributions
under the Plan and permit the Representative to maintain any
rights it may have for fees, costs and expenses under the Senior
Notes Indenture.  In addition, the cancellation of the Senior
Notes Indenture will not impair the rights and duties under all
agreements between the Senior Notes Trustee and the beneficiaries
of the trust created.

                   New Securities to be Issued

Reorganized Anchor Glass will:

    (a) on the Effective Date, authorize 25,000,000 shares of New
        Common Stock;

    (b) on the Distribution Date, issue up to 10,000,000 shares of
        New Common Stock for distribution to holders of Allowed
        Senior Notes Claims; and

    (c) reserve for issuance the number of shares of New Common
        Stock necessary to satisfy the required distributions of
        options granted under the New Equity Incentive Plan.

The New Common Stock issued under the Plan will be subject to
dilution based on:

    (i) the issuance of New Common Stock pursuant to the New
        Equity Incentive Plan; and

   (ii) any other shares of New Common Stock issued post-
        emergence.

A full-text copy of Anchor Glass' First Amended Plan of
Reorganization is available for free at:

          http://ResearchArchives.com/t/s?5c2  

A full-text copy of Anchor Glass First Amended Disclosure
Statement is available for free at:

          http://ResearchArchives.com/t/s?5c3  

                       About Anchor Glass

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


APX HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: APX Holdings LLC
        9939 Norwalk Boulevard
        Santa Fe Springs, California 90670
        Tel: (866) 744-7279

Bankruptcy Case No.: 06-10875

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      APX Logistics, Inc.                     06-10877
      APX Express, Inc.                       06-10879
      APX Central, Inc.                       06-10880
      VA Parcel LLC                           06-10881
      Tex-Pack, Inc.                          06-10882
      CTC Direct, Inc.                        06-10883
      Tex-Pack Express LP                     06-10884
      Parcel Shippers Express, Inc.           06-10885

Type of Business: The Debtor is one of the largest business-to-
                  consumer package delivery providers.  
                  See http://www.shipapx.com/

Chapter 11 Petition Date: March 16, 2006

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Martin R. Barash, Esq.
                  Klee, Tuchin, Bogdanoff & Stern LLP
                  2121 Avenue of the Stars
                  Thirty Third Floor
                  Los Angeles, California 90067
                  Tel: (310) 407-4000

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Werner Enterprises, Inc.         Trade Debt          $3,527,183
14507 Frontier Road
Omaha, NE 68138

NYK/GST Corporation              Trade Debt          $1,381,583
8295 Tournament Drive
Suite 150
Memphis, TN 38125

DHL Express (USA), Inc.          Trade Debt          $1,289,923
P.O. Box 4723
Houston, TX 77210

Smith Transport, Inc.            Trade Debt          $1,150,685
4549 Paysphere Circle
Chicago, IL 60674

CRST, Inc.                       Trade Debt            $900,722
P.O. Box 71573
Chicago, IL 60694

Interstate Dist. Co.             Trade Debt            $587,433
11707 21st Avenue South
Tacoma, WA 98444

Tri-State Staffing, Inc.         Trade Debt            $545,802
160 Broadway, 15th Floor
New York, NY 10038

Southern Cal. Transport, Inc.    Trade Debt            $540,201
148 41st Avenue West
Birmingham, AL 35207

Labor Services Company           Trade Debt            $510,042
55 West 78th Street
Bloomington, MN 55420

J.B. Hunt Transport, Inc.        Trade Debt            $288,244
615 J.B. Hunt Corp. Drive
P.O. Box 130
Lowell, AR 72745

Employment Development           Trade Debt            $285,342
Department
P.O. Box 74912
Los Angeles, CA 90004

Barr-Nunn Transportation         Trade Debt            $242,559

Stratus Service Group, Inc.      Trade Debt            $239,237

Initial Security                 Trade Debt            $237,370

Anderson Transportation          Trade Debt            $195,565
Services, Inc.

Beaver Express                   Trade Debt            $194,262

Love Box Company, Inc.           Trade Debt            $194,141

Lone Star Temporary Services     Trade Debt            $193,491

Metz Personnel                   Trade Debt            $186,383

ASG Northern California          Trade Debt            $185,439

Ron Miles Truck and              Trade Debt            $184,870
Trailer Repair

USF Glen Moore                   Trade Debt            $168,546

Arrowpac Inc.                    Trade Debt            $167,934

Spee-Dee Delivery Service, Inc.  Trade Debt            $167,760

Transport International          Trade Debt            $163,455
Pool, Inc.

Truck Shop                       Trade Debt            $162,369

American Central  Transport      Trade Debt            $135,084

Eagle Global Logistics           Trade Debt            $126,289

Knight Transportation, Inc.      Trade Debt            $122,350

Waltco Data, Inc.                Trade Debt            $120,863

Dwain Johnson & Sons             Trade Debt            $112,932
Trucking, Inc.

Tucson Transport, Inc.           Trade Debt            $105,924

Fleetmaster                      Trade Debt            $102,933

TPS Freight Distributors, Inc.   Trade Debt            $102,906

Symbol Lease                     Trade Debt            $100,000

Al Warren Oil Company, Inc.      Trade Debt             $99,123

Raco Industries                  Trade Debt             $89,608

Spherion Corporation             Trade Debt             $87,777

American Central Transport       Trade Debt             $77,428

Human Resources                  Trade Debt             $74,789


ASARCO LLC: Wants to Purchase Nine Haul Trucks From Liebherr
------------------------------------------------------------
ASARCO LLC's mine operating plans call for necessary capital
expenditures to achieve optimal production, and in turn, increase
revenue.  However, due to insufficient liquidity and capital,
ASARCO has been unable to make the capital expenditures.

One deferred capital expenditure that must be addressed is the
need to replace ASARCO's existing fleet of haul trucks.  ASARCO's
current haul truck fleet at the Ray Mine consists of 30 Komatsu
240-ton trucks and three Caterpillar 240-ton trucks.  

These trucks age from seven to 15 years and range in use from
30,000 to 90,000 hours.  It is expected that after 100,00 hours of
use, the trucks will require significant maintenance expenditures
to continue operating.  Productivity drops as more and more trucks
break down and are taken out of service.

New and larger trucks will be more efficient and offer
considerable savings in operating costs, Romina L. Mulloy, Esq.,
at Baker Botts LLP, in Dallas, Texas, points out.

Ms. Mulloy relates that out of the five competing haul truck
vendors whom ASARCO provided haulage profiles and mine plans,
Liebherr Mining Equipment Co. appeared the most competitive.

Pursuant to Section 363(b)(1) of the Bankruptcy Code, ASARCO
seeks authority from the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to purchase from Liebherr nine
haul trucks for $3,500,000 each, and an option to buy 12
additional trucks.

Liebherr's analysis of a 14-year period availability of the
trucks and comparison of present net buying value of each truck
at 15% interest rate, showed that the initial nine 400-ton
Liebherr trucks will:

   * haul 36,000,000 tons of material per year, replacing 16
     existing trucks;

   * reduce the need for 28 truck operators;

   * save 675,000 gallons of fuel per year;

   * require 75 fewer tires per year;

   * avoid $1,000,000 in reconditioning costs per truck when the
     truck reaches 100,000 operating hours; and

   * reduce the risk of accidents inherent in operating a mine by
     avoiding 53,500 truck cycles per year.

Once all 21 new Liebherr trucks are in place, the annual cost
savings are projected to be $19,000,000 compared to the current
fleet, Ms. Mulloy tells the Court.  In addition, as soon as
ASARCO receives the new trucks, three trucks from Ray Mine will
be relocated to Mission Mine to increase its production.

The Purchase Agreement generally provides that five of the
initial order will be delivered in 2007, and four in 2008.  The
last truck to be delivered in 2007 will be a reserve truck to be
paid on a deferred payment basis with an option to buy that
truck.

ASARCO can also opt to buy 12 additional trucks, allowing for the
delivery of four trucks per year in the first quarter of 2009 to
2011.

Each truck will cost $3,500,000, which will increase according to
the percentage increase in the Producer Price Index for Mining
Machinery and Equipment.  Optional equipment and rim prices will
also be adjusted according to Producer Price Index.   Rimex rim
purchase prices, on the other hand, will be subject to a 5% per
year escalation, compounded annually.  The Trinity dump body
price will change based on the difference of the actual price of
steel and the base steel price, and increase at time of shipment
from material, freight or processing costs.

For the trucks and other related equipment purchases, ASARCO will
pay:

         Percentage              Time of Payment
         ----------           ---------------------
            10%               52 weeks before the
                              agreed upon factory
                              date of each truck

            20%               13 weeks before
                              previous payment date

            70%               five days after the Monday
                              after acceptance of each truck

The Purchase Agreement provides that Liebherr will retain a
security interest in each truck and other equipment acquired
until each has been fully paid.  Liebherr is also authorized to
file appropriate financing statements and take any other action
necessary to perfect its security interest.

Among others, the Purchase Agreement also addresses the
availability and cost of service personnel, stock and cost of
parts, freight cost and risk of loss, assembly and
decommissioning of each truck, and warranties.

Furthermore, the Purchase Agreement includes a change order
provision that sets a schedule of cancellation charges as a
percentage of the price of the truck.  Depending on how far in
advance of scheduled shipment cancellation occurs, cancellation
charges will range from 0% to 30% of the price.

                          About ASARCO

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants CB Richard Ellis as Broker to Sell Mining Assets
------------------------------------------------------------------
ASARCO LLC plans to sell certain mining assets and properties
located in Lewis & Clark County, Montana, commonly known as the
Heddleston Property.

ASARCO seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ CB
Richard Ellis International Mining & Metals Group of CB Richard
Ellis Tucson LLC, to serve as its broker and financial advisor.

As broker, CBRE will assist in marketing the Property and perform
advisory services in connection with the proposed sale or other
transaction of the Property.

Specifically, CBRE will:

   (a) familiarize itself with the business, operations,
       properties, financial condition and prospects of the
       Property, and any prospective buyer, relying entirely on
       public information, without independent investigation;

   (b) advise and assist ASARCO with the internal due diligence
       process;

   (c) advise and assist ASARCO in identifying potential buyers
       and contact the potential buyers as ASARCO may designate;

   (d) provide a memorandum for distribution to potential buyers
       describing the Property, it being agreed that
       distributions will be based entirely on information
       supplied by ASARCO;

   (e) advise and assist ASARCO in its transactions with
       potential buyers, and, if requested by ASARCO, will
       participate directly in the negotiations; and

   (f) advise and assist ASARCO in the coordination of the work
       of ASARCO's advisors including accounting, legal and
       environmental.  As requested, CBRE will assist ASARCO's
       legal advisors with the preparation of documents
       pertaining to the transaction.

As customary for broker and financial advisory engagements,
ASARCO will pay CBRE a transaction fee of 4% of the Transaction
Value in the sale of the Property.  ASARCO will reimburse CBRE
for all actual and reasonable out-of-pocket expenses it incurred
in performing the services required.

Furthermore, ASARCO will indemnify CBRE and other related persons
in accordance with certain indemnification provisions.

Andrew Brodkey, managing director of CB Richard Ellis
International, assures the Court that the firm does not represent
any interest adverse to ASARCO or its estate on the matters for
which CBRE is being retained as broker and financial advisor.

However, Mr. Brodkey states that CBRE is a 50% subsidiary of CB
Richard Ellis, Inc., a worldwide financial consulting and
brokerage firm, which may very well have connections with ASARCO
and other parties-in-interest.

                          About ASARCO

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Claro Group as Claims Data Management Consultant
------------------------------------------------------------------
Before ASARCO LLC filed for bankruptcy, ASARCO employed the
Insurance Claims Group of LECG LLC to:

   * analyze its historic insurance coverage program;

   * prepare an analysis of the historic costs and future
     asbestos-related claims estimates; and

   * negotiate with ASARCO's London Market Insurers concerning
     asbestos claims recoveries.

ASARCO subsequently expanded the scope of ICG's employment to
include the development of an asbestos-claims database.

The Database currently holds information regarding 210,000
resolved, pending or active asbestos claims.  The Database can be
utilized for a multitude of purposes like:

   -- determining who must be noticed,

   -- analyzing the overall liability exposure for each
      defendant,

   -- ascertaining the number of pending claims, and

   -- serving as an asbestos-claims-management tool.

On Sept. 9, 2005, ICG transitioned out of LECG and formed The
Claro Group LLC, a new entity that included the same directors,
principals, and staff, who analyzed and negotiated insurance
recoveries for ASARCO, and created and maintained the Database.

ASARCO and LECG agreed to assign all benefits, obligations and
rights under the Database Engagement Letter to The Claro Group,
effective Sept. 9, 2005.  On the same date, ASARCO engaged
The Claro Group to continue performing services related to the
Database.

Accordingly, ASARCO seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to employ The
Claro Group as claims-data management consultant, effective as of
the Petition Date.

James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
notes that The Claro Group is already familiar with the nature of
ASARCO and its Subsidiary Debtors' businesses.  Most importantly,
The Claro Group is knowledgeable and familiar with the existence,
contents and location of the hard copy files of ASARCO's asbestos
claims and Database, including the previous databases maintained
by Porzio, Bromberg, and Newman PC, and Brown McCarroll LLP.

Mr. Prince asserts that it is critical for the Court to authorize
The Claro Group's employment to reconcile the claim information
received from claimants with the claim information contained in
the Database.  This reconciliation will allow The Claro Group to
create a comprehensive and accurate list of the active asbestos
claims that must be addressed through the bankruptcy process.

Without a database that is both understood and appropriately
maintained, ASARCO would have sparse information to draw upon in
developing settlement and estimation strategies and arriving at
appropriate values, Mr. Prince adds.

Furthermore, Mr. Prince says, ASARCO possesses little or no
knowledge of the historical settlement payments on previous
asbestos claims, thereby increasing the likelihood of payments
that exceed the value of the asbestos claim in addition to
multiple payments being made to a single claimant.

As claims-data management consultant, The Claro Group will
continue to:

   (a) manage and supplement the electronic database of asbestos
       claim information;

   (b) review source claim documents and, if information is
       available, populate the Database with data in the coded
       fields;

   (c) prepare summary reports from the Database as requested by
       ASARCO and its counsel;

   (d) assist ASARCO with the asbestos claim bar date and
       information received as part of that process;

   (e) assess the accuracy of the data previously input into
       historic databases; and

   (f) provide other asbestos claim data services as requested by
       ASARCO and agreed by The Claro Group.

ASARCO will pay The Claro Group's services on an hourly basis,
with a 10% discount:

         Professional                Hourly Rate
         ------------                -----------
         Managing Director           $360 to $432
         Principal                       $315
         Senior Manager                  $261
         Experience Manager              $248
         Manager                         $194
         Senior Consultant               $167
         Consultant                      $140
         Analyst                         $113

ASARCO will also reimburse The Claro Group of reasonable out-of-
pocket expenses it incurred in connection with services it
rendered.

ASARCO has provided a $35,000 retainer to LECG to cover fees and
expenses associated with the Database.  Under The Claro Group's
termination agreement with LECG, the $35,000 retainer will be
transferred to The Claro Group upon Court's approval of the
Debtors' request.  It will then be applied to the payment of fees
and expenses allowed by the Court pursuant to the fee application
process.

Douglas H. Deems, managing director and general counsel for The
Claro Group LLC, assures the Court that the firm does not
represent any interest adverse to ASARCO or its estate.  The
Claro Group is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                          About ASARCO

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


BALLY TOTAL: Late Annual Report Filing May Spur Default on Bonds
----------------------------------------------------------------
Bally Total Fitness (NYSE: BFT) did not meet the March 16, 2006,
deadline for filing its Annual Report on Form 10-K for the year
ending December 31, 2005.  The Company currently anticipates
filing its 2005 10-K in April 2006.

Bally disclosed that the delay in the filing of its Form 10-K is
due principally to the delay until November 30, 2005, in
completing the audit of the 2004 financial statements and the
restatements of prior periods.  This contributed to difficulties
in updating legacy systems and delays in the Company completing
the required testing and management's assessment of the Company's
internal controls as required by Section 404 of the Sarbanes-Oxley
Act of 2002.   As a result of the Company's efforts to restate its
financial statements for 2000-2003 and file audited financial
statements for 2002-2004 and its Form 10-K for the year ended
December 31, 2004, the Company was unable to test and assess many
of its internal controls during 2005.  There have been no material
changes in 2005 to the methodologies employed in connection with
preparation of the 2002-2004 financial statements.

Bally's Chairman and CEO, Paul A. Toback, said, "While we
successfully completed the restatement of our financial results on
November 30, 2005, it was an enormous and demanding task,
particularly given our legacy systems, that has impacted our
ability to finalize financial information for 2005 and complete
the necessary SOX testing in time. We are continuing to work
diligently in an effort to complete the work as soon as possible."

                     Likely Covenant Default

Bally's delay in filing its 2005 10-K will result in a covenant
default under the Company's public bond indentures, but does not
constitute an event of default without notice and expiration of a
30-day cure period.  If the notice is delivered by the trustee or
the required holders under either of Bally's public bond
indentures, a cross default under the Company's senior credit
facility will occur 10 days after such notice.  In addition, a
default will also occur under the senior credit facility if the
Company does not deliver audited financial statements to these
lenders by March 31, 2006.  The Company is currently in
preliminary discussions with its lenders under the senior credit
facility seeking a waiver of these provisions.

Separately, the Company also said that its strategic process has
progressed into the next phase as the Company's Board has
authorized the Company's outside financial advisors, J.P. Morgan
Securities Inc. and The Blackstone Group, to engage in discussions
with interested parties in connection with the Company's strategic
alternatives process.  As Bally previously announced, the Company
is working with its outside financial advisors to evaluate
strategic alternatives.

Bally Total Fitness is the largest and only U.S. commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands.  With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

As of September 30, 2005, the Company's balance sheet showed a
$1,463,390,000 equity deficit compared to a $1,474,276,000 deficit
at December 31, 2004.


BALLY TOTAL: S&P May Give Default Rating After Rating Review
------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on
Chicago-based Bally Total Fitness Holding Corp., including the
'CCC' corporate credit rating, on CreditWatch with developing
implications, where they were placed on Dec. 2, 2005.  The
CreditWatch update follows Bally's announcement that it will not
meet the March 16, 2006, deadline for filing its annual report on
SEC Form 10-K for the year ending Dec. 31, 2005.  Bally currently
anticipates filing its 2005 10-K in April 2006.
     
"In resolving the CreditWatch listing, Standard & Poor's will
discuss with management its growth strategy and its exploration of
strategic alternatives," said Standard & Poor's credit analyst
Andy Liu.
     
Bally's delay in filing its 2005 10-K will result in a covenant
default under the company's public bond indentures, but does not
constitute an event of default without notice and until expiration
of a 30-day cure period.  If a notice is delivered by the trustee
or the required holders under either of Bally's public bond
indentures, a cross-default under the company's senior credit
facility will occur after 10 days.  A default will also occur
under the senior credit facility if the company does not deliver
audited financial statements to these lenders by March 31, 2006.
The company is currently in preliminary discussions with its
lenders under the senior credit facility, seeking a waiver of
these provisions.
     
Bally continues to explore strategic alternatives.  The board has
authorized Bally's outside financial advisors, J.P. Morgan
Securities Inc. and The Blackstone Group, to engage in discussions
with interested parties.
     
If Bally's course of action leads to an infusion of significant
equity to reduce debt and support growth objectives, and addresses
intermediate-term liquidity and maturity concerns, the corporate
credit rating could be raised, potentially into the 'B' category.
On the other hand, if adverse events pressure liquidity and
prohibit the company from refinancing its 2007 maturities, the
rating may eventually be lowered to 'D'.


BEVERLY ENTERPRISES: Completes Merger with Pearl Senior Care
------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV), completed its merger with
Pearl Senior Care, an affiliate of Fillmore Capital Partners.  As
a result of the merger, each outstanding share of BEI common stock
was cancelled and converted into the right to receive $12.50 per
share in cash, without interest.

The Bank of New York, the paying agent for the merger, will mail
to stockholders of record materials to be used to surrender share
certificates for the merger consideration.  Stockholders who held
BEI shares in an account at a broker, commercial bank, trust
company or similar institution will not need to take any action in
order to exchange their shares for the merger consideration.

Also related to the merger closing, BEI announced that all
conditions precedent to the previously announced redemption of its
7% Senior Subordinated Notes due 2014 have been satisfied.  As a
result, the $215,000,000 principal amount of Senior Notes were
redeemed March 15, 2006, at a redemption price of $236,811,750.00,
or approximately 1,101.45 per $1,000.00 principal amount of the
Senior Notes, plus accrued interest of $4,232,812.50, for a total
of $241,044,562.50.

Also as previously announced, BEI's 2.75% Convertible Subordinated
Notes due 2033 are no longer convertible into shares of BEI common
stock, but remain convertible into the merger consideration.
Holders submitting Convertible Notes for conversion into the
merger consideration will receive approximately $1,677.40 per
$1,000 principal amount of Convertible Notes.  To convert
interests in a global Convertible Note held through the Depository
Trust Company, the holder must deliver to DTC the appropriate
instruction form for conversion pursuant to DTC's conversion
program, and to convert certificated Convertible Notes a holder
must complete the conversion notice on the back of the Convertible
Note and deliver the executed notice (or facsimile thereof) to the
Bank of New York, as Trustee and Conversion Agent for the
Convertible Notes.  In addition, if a holder requests that the
consideration payable upon conversion of the Convertible Notes be
issued in the name of or delivered to someone other than the
holder, the holder must pay all applicable transfer taxes and
duties, if any (in each case as more fully set forth in the
indenture governing the Convertible Notes).

The Convertible Notes are currently convertible through and
including March 31, 2006.  Beginning on April 1, 2006, the
Convertible Notes will cease to be convertible and there will be
no further future conversion rights with respect to the
Convertible Notes unless BEI elects to redeem the Convertible
Notes, which cannot occur until November 5, 2010, at the earliest
and which may never occur.

                     About Fillmore Capital

Fillmore Capital Partners, LLC is a private equity firm serving
institutional investors and high net worth individuals with
structured investments principally in the lodging and healthcare
sectors.  

Pearl Senior Care is an affiliate of Fillmore Capital Partners,
organized specifically to effect the BEI transaction.

                    About Beverly Enterprises

Beverly Enterprises, Inc., and its operating subsidiaries
providers of healthcare services to the elderly in the United
States.  BEI, through its subsidiaries, operates 342 skilled
nursing facilities, as well as 18 assisted living centers, and 67
hospice/home care centers.  Through Aegis Therapies, Inc., BEI
offers rehabilitative services on a contract basis to nursing
facilities operated by other care providers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 21, 2006,
Fitch Ratings affirmed and removed from Rating Watch Evolving
these ratings of Beverly Enterprises, Inc.:

   -- Secured bank facility 'BB';
   -- Issuer Default Rating 'BB-';
   -- Senior secured subordinated notes 'B+'; and
   -- Senior subordinated convertible notes 'B+'.

Further, Fitch withdrew these ratings on Beverly following the
shareholder vote to sell the company to Fillmore Capital Partners,
L.L.C.


BNS HOLDING: Ernst & Young Expresses Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP has substantial doubt about BNS Holding, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the year ended Dec. 31, 2005.  
The auditing firm points to the fact that BNS Holding presently
has no active trade or business operations.

BNS Holding management says it's searching for a suitable business
to acquire.  "The Company has entered into continuing negotiations
with an undisclosed party for the acquisition of the assets of an
operating business.  But as of February 2006, no definitive
agreement has been signed and there can be no assurances that the
Company will complete any planned acquisition," management says in
its latest annual report.

                       2005 Financials

For the fiscal year ended Dec. 31, 2005, BNS Holding reported a
$1,176,000 net loss from an $8,770,000 net loss for the fiscal
year ended Dec. 31, 2004.  For the 12 months ended Dec. 31, 2005,
the Company's working capital decreased to $19,800,000 from a
$20,500,000 working capital balance at Dec. 31, 2004.

BNS Holding reported that it did not generate any revenues for the
fiscal years ended Dec. 31, 2005 and 2004.

At Dec. 31, 2005, BNS Holding's balance sheet showed $22,255,000
in assets and $1,358,000 in total liabilities.  The Company
reports a $65,781,000 accumulated deficit as of Dec. 31, 2005.

A full-text copy of BNS Holding's annual report on Form 10-KSB is
available for free at http://ResearchArchives.com/t/s?69c

Headquartered in Middletown, Rhode Island, BNS Holding, Inc., is
the parent of BNS Company.  BNS Co. was engaged in the Metrology
Business and in the design, manufacture and sale of precision
measuring tools and instruments and manual and computer controlled
measuring machines.  The Company at present has no active trade or
business operations but is searching for a suitable business to
acquire.


C-BASS MORTGAGE: Moody's Rates Classes B-3 & B-4 Certs. at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset Backed
Certificates, Series 2006-CB2 and ratings ranging from Aa1 to Ba2
to the subordinate and mezzanine certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by C-BASS.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization and excess
spread.  Moody's expects collateral losses to range from 4.15% to
4.65%.

The strong servicing capabilities of the servicer, C-BASS
affiliate Litton Loan Servicing LP, will help reduce losses on the
underlying collateral pool.  Moody's has assigned Litton its
highest servicer quality rating, SQ1, for both special servicing
and primary servicing of subprime quality mortgages.

The complete rating actions are:

                C-BASS Mortgage Loan Asset-Backed
                  Certificates, Series 2006-CB2

                   * Class AV, Assigned Aaa
                   * Class AF-1, Assigned Aaa
                   * Class AF-2, Assigned Aaa
                   * Class AF-3, Assigned Aaa
                   * Class AF-4, Assigned Aaa
                   * Class M-1, Assigned Aa1
                   * Class M-2, Assigned Aa2
                   * Class M-3, Assigned Aa3
                   * Class M-4, Assigned A1
                   * Class M-5, Assigned A2
                   * Class M-6, Assigned A3
                   * Class M-7, Assigned Baa1
                   * Class B-1, Assigned Baa2
                   * Class B-2, Assigned Baa3
                   * Class B-3, Assigned Ba1
                   * Class B-4, Assigned Ba2


CALPINE CORP: U.S. Trustee Meeting with Creditors on March 21
-------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of creditors of Calpine Corporation and its  
Debtor-subsidiaries on March 21, 2006, at 2:00 p.m.

The meeting will take place at the Office of the United States  
Trustee at 80 Broad Street, Second Floor, New York.  This Meeting
of Creditors is required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.  All creditors are invited, but not required,
to attend.   
   
This Meeting of Creditors offers the one opportunity in a  
bankruptcy proceeding for creditors to question a responsible  
office of the Debtors under oath about the company's financial  
affairs and operations that would be of interest to the general  
body of creditors.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with   
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Dec. 19, 2005, the
Debtors listed $26,628,755,663 in total assets and $22,535,577,121
in total liabilities.  (Calpine Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Hire Cornerstone as Management Consultants
-----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Cornerstone Management, LLC, as their management
consultants, nunc pro tunc to January 3, 2006.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that Cornerstone consultants are comprised of
operational and executive management, human resources, financial,
information technology and accounting professionals each with 25
years to 35 plus years of experience in their fields of
expertise.  

Although Cornerstone is a newly formed entity, members of the
consulting team have successfully led or participated in
restructuring and turnaround operational improvement engagements
with HealthSouth Corporation, Charter Communications Inc., Source
Medical Solutions, Inc., and with PNV Inc. through its bankruptcy
and liquidation.  Each consultant assigned to an engagement is a
subject matter expert in one or more engagement elements.

As management consultants, Cornerstone will:

   (a) assist and provide leadership in the development of the
       business plan and plan of reorganization;

   (b) assist and provide leadership in the execution of the
       business plan and plan of reorganization;

   (c) review the capability and effectiveness of the human
       resources function including assessment of the human
       resource staff, benefit plans, policies and processes
       assisting;

   (d) design, develop and implement an organizational structure
       to meet the needs of the restructured organization;

   (e) design and develop severance and incentive programs to
       effectively retain and attract key staff through the
       restructuring of the Company and in support of the
       execution of the business plan and plan of reorganization;

   (f) recruit and hire key staff as directed;

   (g) provide assistance and leadership in reviewing business
       processes recommending and implementing change as mutually
       agreed;

   (h) provide project management leadership and subject matter
       expertise in the Company's restructuring and developing
       the business plan and its subsequent execution;

   (i) provide interim or temporary management to fill staffing
       voids created by voluntary or involuntary staff changes;
       and

   (j) advise Calpine's executive team in general business
       matters and provide assistance and advice as requested.

The Debtors will pay Cornerstone based on these hourly rates:

       Consultant
       Classification    Hourly Rate    Daily Rate
       --------------    -----------    ----------
       Level I           $600           $6,000
       Level II          $450 - $525    $4,500 - $5,250
       Level III         $300 - $425    $3,000 - $4,250
       Level IV          $100 - $250    $1,000 - $2,500

Based on the services Cornerstone expects to provide, it is
anticipated that the management consultants required will be
Level II and Level III.

The Debtors will also reimburse Cornerstone for all documented
reasonable business expenses incurred.

Cornerstone has not received its $100,000 retainer fee for
services rendered to the Debtors.  Although the parties'
Consulting Services Agreement states that the retainer will be
applied against any unpaid invoices and expense reimbursement
requests upon termination of the services, the Debtors and
Cornerstone have agreed that the retainer fee will be applied
immediately to any outstanding unpaid invoices.  Any retainer
excess amount above the unpaid invoice amount will be remitted to
the Debtors at final settlement.

Casey L. Gunnell, manager at Cornerstone, assures the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not hold or
represent any interest adverse to the Debtors' estates.

                          About Calpine

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with   
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Bankruptcy Filing Spurs S&P to Hold Default Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on power
generation company Calpine Corp. at 'D' because the company filed
for bankruptcy in December 2005.
     
At the same time, Standard & Poor's revised its recovery rating on
Calpine's second-lien debt to '4' from '2'.  The '1' recovery
rating on Calpine's first-lien debt remains unchanged.
     
The recovery ratings remain on CreditWatch with negative
implications where they were placed Dec. 21, 2005.
     
The '1' recovery rating indicates the high expectation of full
recovery of principal.  The '4' recovery rating indicates the
expectation of marginal (25%-50%) recovery of principal.
      
"The updated recovery ratings reflect Calpine's recently closed $2
billion debtor in possession financing, which materially
subordinates both the Calpine first and second lien debt," said
Standard & Poor's credit analyst Jeffrey Wolinsky.


CARIBBEAN RESTAURANTS: S&P Alters Outlook on B+ Rating to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Caribbean Restaurants LLC (CRI) to negative from stable.  Its
ratings on the company, including the 'B+' corporate credit
rating, were affirmed.  The outlook revision is based on the
company's deteriorating cash flow protection measures due to its
negative operating trends over the past three quarters.
     
The ratings on San Juan, Puerto Rico-based Caribbean Restaurants
LLC reflect:

   * the company's highly leveraged capital structure;

   * the risks of operating in the extremely competitive
     quick-service restaurant industry;

   * the company's small size; and

   * its regional concentration.

Overall business risk for this fourth-largest franchisee of Burger
King restaurants is influenced heavily by strong competition in
the fast-food segment, especially from:

   * McDonald's Corp. (A/Stable/A-1); and
   * Subway in Puerto Rico,

where CRI operates all 169 of its units.  

Somewhat tempering these factors is the strength the company
derives from its exclusive franchise agreement with Burger King
for Puerto Rico, and the unique characteristics of that market.
     
CRI's narrow geographic focus leaves it susceptible to changes in
the Puerto Rican economy.  During a regional economic downturn in
2001 and 2002, for example, same-store sales and operating margins
declined in both fiscal years (ending in April).  Sales trends in
the first nine of fiscal 2006 (ended Jan. 30, 2006) were also
negative due to an economic slowdown in Puerto Rico and margins
have narrowed as a result of lack of sales leverage and higher
utility costs.  Operating trends are not expected to improve until
the economy in Puerto Rico strengthens.


CENDANT CAR: S&P Puts BB- Rating on $1 Billion Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating
and '1' recovery rating to Cendant Car Rental Group LLC's
$2.375 billion secured credit facility, indicating the expectation
of full (100%) recovery of principal in the event of a payment
default.  The facility consists of:

   * a $1.5 billion revolving credit facility that matures
     in 2011; and

   * an $875 million term loan that matures in 2012.

At the same time, Standard & Poor's assigned its 'BB-' rating to
the company's $1 billion of senior unsecured notes that mature in
2014 and 2016.  Proceeds will be used to reduce asset-backed debt.

The financings are associated with Cendant Corp.'s plans to
separate itself into four entities by the fall of 2006.
      
"Ratings on Cendant Car Rental Group reflect the strong position
of its Avis and Budget car rental brands within the North American
on-airport car rental market and access to fleet financings
through asset-backed securitizations," said Standard & Poor's
credit analyst Betsy Snyder.  "However, the company's global car
rental operations are more limited than those of its major
competitor Hertz Corp. [BB-/Stable/--] and its consumer
truck rental operation is approximately one-half the size of
competitor U-Haul International [the major operating subsidiary of
AMERCO; B+/Stable/--]," the analyst continued.
     
The company expects to change its name to Avis Budget Car Rental
LLC. Standard & Poor's anticipates that it will assign a 'BB+'
corporate credit rating to Cendant Car Rental Group at the time
the separation is completed.  The rating on the senior unsecured
notes is based on the substantial amount of secured debt including
the asset-backed financings) in the company's capital structure.
     
Avis and Budget, which combined account for most of Cendant Car
Rental's revenues, participate primarily in the on-airport segment
of the car rental industry.  Their combined market share at U.S.
airports is approximately 32%, higher than the 29% of their major
competitor Hertz.  Other large on-airport competitors include:

   * Alamo/National (19% market share);
   * Dollar/Thrifty (11%); and
   * Enterprise (7%).

Avis's revenues are weighted toward commercial (business)
travelers, while Budget's revenues are weighted toward leisure
travelers.  The on-airport segment is heavily reliant on airline
traffic.  Demand tends to be cyclical, and can also be affected by
global events such as:

   * wars,
   * terrorism, and
   * disease outbreaks.
     
Standard & Poor's expects to assign a stable outlook to the
anticipated 'BB+' corporate credit ratings on Cendant Car Rental.
The company's credit ratios are not expected to improve materially
over the near to intermediate term.  Incremental debt to purchase
new vehicles will offset increasing cash flow.  If the company
were to reduce debt and/or add equity to its capital structure,
the outlook could be revised to positive.  An outlook revision to
negative is considered less likely, absent a general downturn in
the car rental industry.


CENTRAL VERMONT: Restating 2002 Earnings to Record Impairment
-------------------------------------------------------------
Central Vermont Public Service (NYSE-CV) will restate 2002
earnings to properly record the impairment of its remaining
investment in the Home Service Store.  The restatement is expected
to decrease 2002 earnings by $0.8 million after-tax, but will not
impact 2004 or 2003 earnings.  Previously announced 2005 earnings
are expected to increase by $0.8 million after-tax.

On March 9, 2006, Central Vermont's management informed the Audit
Committee of the CVPS Board of Directors that the company had a
material weakness in its internal control over financial
reporting.  The material weakness stems from treatment of
nonrecurring transactions, certain balance sheet classifications,
and preparation and review of account reconciliations.

In the fourth quarter of 2005, CVPS subsidiary Eversant impaired
its remaining $1.4 million investment in HSS, resulting in a
$0.8 million after-tax charge to earnings.  Eversant determined
that its investment was impaired based on HSS's current financial
information and slower-than-expected growth experience.  Based on
further review and analysis it was determined that the impairment
should have been recorded in 2002.  As part of the restatement,
the Company will also correct the classification of certain
balance sheet accounts from long-term to short-term in 2004 and
correct the classification of available-for-sale securities within
the investing section of the cash flow statements in 2004 and
2003.

As a result of the restatement and material weakness
determination, the company plans to reissue its 2005 earnings and
file its Annual Report on Form 10-K with the Securities and
Exchange Commission on March 31, 2006.

                      About Central Vermont

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

                         *     *     *

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


CENTRAL VERMONT: Extending Stock Buy Back Offer Until April 5
-------------------------------------------------------------
Central Vermont Public Service (NYSE-CV) is extending its tender
offer to repurchase up to 2,250,000 shares in a reverse Dutch
auction until 5:00 p.m., New York City time, on April 5, 2006.
Shareholders may tender to sell their stock or withdraw previously
tendered shares of stock until that time.

Under the procedures of the reverse Dutch auction, shareholders
may offer to sell some or all of their stock to the company at a
target price in a range from $20.50 to $22.50 per share.  Upon
expiration of the tender offer, the company will select the
lowest-bid price that will allow it to buy up to 2,250,000 shares.  
All shares accepted in the tender offer will be purchased at the
same price.  If the number of shares tendered is greater than the
number sought, purchases will be made on a pro rata basis from
stockholders tendering at or below the selected purchase price.  
On February 6, 2006, the closing price of CVPS's common stock on
the New York Stock Exchange was $18.62 per share.  Consequently,
the tender offer represents a premium of between 10% and 21% over
the closing price of CVPS's common stock on the day prior to
announcement of the tender offer.

                      Tender Offer Details

The tender offer is subject to market, economic, business and
other customary conditions affecting the company, and the other
terms and conditions that are described in the offering materials.   
CVPS reserves the right, in its sole discretion, to increase the
number of shares purchased, subject to compliance with applicable
law.

All of the shares that are properly tendered (and not properly
withdrawn) at prices at or below the purchase price determined by
CVPS will be purchased at such purchase price, net to the seller
in cash without interest, as promptly as practical after the
expiration of the tender offer, subject to any withholding under
applicable law, possible proration and provisions relating to
conditional tenders.  In general, stockholders that own
beneficially or of record fewer than 100 shares in the aggregate
may elect not to be subject to proration if they properly tender
all of their shares at or below the purchase price before the
tender offer expires. CVPS will promptly return to tendering
stockholders all shares that have been tendered and not purchased.

CVPS's Board of Directors has authorized this tender offer as a
prudent use of financial resources given CVPS's business, assets
and current stock price and as an efficient means to provide value
to stockholders.  The offer represents an opportunity for CVPS to
return cash to stockholders who elect to tender their shares while
at the same time increasing non-tendering stockholders'
proportional interest in CVPS.

Neither the company nor its Board of Directors, the dealer
manager, depositary or information agent is making any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares into the tender offer.  Stockholders
must decide how many shares they will tender, if any, and the
price within the stated range at which they will offer their
shares for purchase to the company.

                      About Central Vermont

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.


CHEMTURA CORP: S&P Holds BB+ Ratings & Says Outlook is Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Middlebury, Connecticut-based Chemtura Corp. to positive from
stable and affirmed the existing 'BB+' ratings.  The outlook
revision recognizes the potential for a meaningful strengthening
of key cash flow protection measures because of continuing higher
earnings and debt reduction.
      
"The ratings could be raised within the next 24 months if
operating conditions remain favorable and if the company's debt
leverage policies, especially as they relate to internal growth
and acquisitions, are supportive of an improved financial
profile," said Standard & Poor's credit analyst Wesley E. Chinn.

The ratings on Chemtura incorporate:

   * the vulnerability of its operating results to:

     -- competitive pricing pressures,
     -- raw-material costs, and
     -- cyclical markets; and

   * weak cash flow protection measures.

These aspects are tempered by a diversified portfolio of specialty
and industrial chemical businesses (generating annual pro forma
revenues of almost $4.0 billion), which reflects the July 2005
acquisition of Great Lakes Chemical Corp. for approximately
$1.6 billion in common stock, plus the assumption of debt.  The
transaction resulted in an immediate strengthening of Chemtura's
business mix and cash flow protection measures, because of the
equity-financed acquisition of a much higher-rated company.  Other
credit quality strengths include improving earnings near term, and
management's focus on strengthening the product mix and commitment
to debt reduction near term.
     
Great Lakes Chemical added complementary product lines to
Chemtura's existing plastics additives portfolio as well as a
recreational water chemicals business, which has a strong market
share.  Key chemical and plastic additives niches of the combined
company serving diverse markets include:

   * plastic and specialty additives,
   * urethane prepolymers,
   * pool and spa chemicals,
   * crop protection chemicals,
   * brominated flame retardants, and
   * petroleum additives.

On the other hand, a portion of the business portfolio is
comprised of products where current profitability is subpar and
long-term prospects appear less than favorable or where markets
are closer to the commodity sector of the chemical industry and
highly competitive.  Consequently, the company is rationalizing
the number of customers and products and shedding underperforming
or noncore businesses.


CLASSIC BAKING: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Classic Baking Company, Inc., dba Classic Cake Company filed a
list of its 20 Largest Unsecured Creditors with the U.S.
Bankruptcy Court for the District of New Jersey, disclosing those
creditors' identities and estimated prepetition unsecured claims:

    Entity                                Claim Amount
    ------                                ------------
    Hangley, Aronchick, Segal & Pudlin         $82,344
    20 brace Road, Suite 201
    Cherry Hill, NJ 08034

    Leo Pound Consulting                       $69,000
    P.O. Box 2255
    Medford, NJ 08055

    Christa Groeller                           $65,568
    7 Robinson Road
    Medford, NJ 08055

    Dawn Food Products                         $27,564

    Aetna US Healthcare                        $26,916

    Dubin Paper Company                        $24,368

    PSE & G                                    $20,309

    Goldstein Meiers & Partners                $19,510

    First Industrial                           $16,064

    Duane Morris, LLP                          $14,025

    Douglas Machines                           $12,360

    HP Cadwallader, Inc.                       $11,970

    Multicell Packaging                        $10,259

    Pennsylvania Turnpike Authority             $9,000

    J & J Staffing                              $8,889

    Oxford Health                               $8,251

    TRMG                                        $8,000

    Philadelphia Newspapers, Inc.               $7,991

    Puratos Bakery Supply                       $7,381

    Regal Corrugated Box Company                $7,174

Headquartered in Cherry Hill, New Jersey, Classic Baking Company,
Inc., dba Classic Cake Company, produces and sells bread and
pastry products.  The Debtor and three of its affiliates filed for
chapter 11 protection on Feb. 20, 2006 (Bankr. D. N.J. Case No.
06-11171).  Paul J. Winterhalter, Esq., at DiDonato &
Winterhalter, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of less than $50,000 and debts
between $1 million to $10 million.


CREECH FUNERAL: List of 4 Largest Unsecured Creditors
-----------------------------------------------------
Creech Funeral Home, Inc., delivered a list of its 4 Largest
Unsecured Creditors to the U.S. Bankruptcy Court for the Eastern
District of Kentucky, disclosing:

    Entity                                Claim Amount
    ------                                ------------
    Commercial Bank                            $34,193
    P.O. Box 400
    Harrogate, TN 37752-0400

    Batesville Casket Co.                      $19,667
    c/o James M. Lloyd, Esq.
    Lloyd & Daniel
    P.O. Box 23200
    Louisville, KY 40223-0200

    Bright Corp.                                $1,473
    c/o Rocco J. Celebrezze, Esq.
    710 West Main Street, Suite 401
    Louisville, KY 40202-2662

    Dodge Co.                                     $404
    c/o CST Co.
    P.O. Box 33127
    Louisville, KY 40232-3127

Headquartered in Middlesboro, Kentucky, Creech Funeral Home, Inc.,
operates a funeral home.  The company filed for chapter 11
protection on Feb. 24, 2006 (Bankr. E.D. Ky. 06-60058).  W. Thomas
Bunch, Sr., Esq., at Bunch & Brock, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it did not report its total assets but estimated
debts between $500,000 to $1 million.


COLLINS & AIKMAN: Wants to Monitor Equity Trading to Protect NOLs
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
authority to protect and preserve their valuable tax attributes,
including net operating losses carryforwards and other business
credits, by establishing:

   (a) notice and hearing procedures regarding the trading of
       equity securities of Collins & Aikman Corp. and Collin &
       Aikman Products Co. that must be complied with before the
       trades or transfers become effective; and

   (b) similar notice and hearing procedures regarding the
       claiming of a worthlessness deduction for federal or state
       tax purposes with respect to the equity securities of C&A
       Corp. and C&A Products before the Debtors emerge from
       Chapter 11 protection.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, asserts that if no
restrictions on trading or worthlessness deductions are imposed,
the Debtors' ability to use their Tax Attributes could be
severely limited or even eliminated.

The Tax Attributes are of significant value to the Debtors and
their estates because they can carry forward Tax Attributes to
offset future taxable income for up to 20 taxable years.  As a
result, future aggregate tax obligations are reduced, freeing up
funds to meet working capital requirements and service debt.  The
Debtors also may utilize the Tax Attributes to offset any taxable
income generated by transactions completed during the Chapter 11
cases.

Over the past 12 years, the Debtors have incurred significant net
operating losses of $396,000,000, Mr. Schrock relates.

                         IRC Section 382

A company's ability to use its tax attributes to reduce future
taxes is subject to certain limitations contained in Section 382
of the Internal Revenue Code.  If a corporation undergoes a change
of ownership, Section 382 limits the corporation's ability to use
its tax attributes to offset future income.  A change of ownership
occurs when the percentage of a company's equity held by one or
more 5% shareholders increases by more than 50 percentage points
over the lowest percentage of stock owned by those shareholders at
any time during a three-year rolling testing period.

The general purpose of Section 382 is to prevent a company with
taxable income from reducing its tax obligations by acquiring
control of a company with tax losses.  To achieve this objective,
Section 382 limits the amount of taxable income that can be offset
by a pre-change-of-control loss to the long-term tax-exempt bond
rate as of the change-of-control date multiplied by the value of
the stock of the loss corporation immediately before the ownership
change.  Built-in losses recognized during the five-year period
after the change date are subject to similar annual limitations.

Mr. Schrock points out that unrestricted trading of equity
securities of C&A Corp. or C&A Products could adversely affect
the Debtors' Tax Attributes if too many 5% or greater blocks of
equity securities are created or too many shares are added to or
sold from those blocks that an ownership change is triggered prior
to emergence and outside the context of a confirmed Chapter 11
plan of reorganization.

Likewise, if a 50% or greater shareholder were to treat its C&A
Corp. or C&A Products equity securities as becoming worthless
prior to the Debtors emerging from Chapter 11 protection, that
claim could trigger an ownership change under IRC Section
382(g)(4)(D), thus triggering an adverse affect on the Tax
Attributes.

In this regard, the Debtors want to closely monitor transfers
their of equity securities so as to be in a position to act
expeditiously to prevent transfers, if necessary, to preserve the
Tax Attributes.

                      Equity Trading Procedures

The Debtors will adopt these procedures for trading in equity
securities:

   (1) Definitions:

       (a) a "Substantial Shareholder" is any person or entity
           that beneficially owns (i) at least 3,750,000 shares        
           of the common stock of C&A Corp. or (ii) at least 4.5%
           of the issued and outstanding shares of the common or
           preferred stock of C&A Products;

       (b) "beneficial ownership" of equity securities includes
           direct and indirect ownership, ownership by the
           holder's family members and persons acting in concert
           with the holder to make a coordinated acquisition of
           stock and ownership of shares that the holder has an
           option to acquire; and

       (c) an "option" to acquire stock includes any contingent
           purchase, warrant, put, stock subject to risk of
           forfeiture, contract to acquire stock or similar
           interest, regardless of whether it is contingent or
           otherwise not currently exercisable.

   (2) Any person or entity that currently is a Substantial
       Shareholder must file with the Court, and serve on the
       Debtors' counsel, a notice of that status without further
       delay.

   (3) Prior to effectuating any transfer of equity securities
       that would result in (a) an increase in the amount of
       common stock of C&A Corp. or common or preferred stock of
       C&A Products beneficially owned by a Substantial
       Shareholder or (b) a person or entity becoming a
       Substantial Shareholder, the Substantial Shareholder or
       person or entity must file with the Court, and serve on
       the Debtors' counsel, an advance written notice of the
       intended transfer of equity securities.

   (4) Prior to effectuating any transfer of equity securities
       that would result in (a) a decrease in the amount of
       common stock of C&A Corp. or common or preferred stock of
       C&A Products beneficially owned by a Substantial
       Shareholder or (b) a person or entity ceasing to be a
       Substantial Shareholder, the Substantial Shareholder must
       file with the Court, and serve on the Debtors' counsel, an
       advance written notice of the intended transfer of equity
       securities.

   (5) The Debtors have 30 days after receipt of a Notice of
       Proposed Transfer to file with the Court and serve on the
       Substantial Shareholder an objection to any proposed
       transfer of equity securities on the grounds that the
       transfer might adversely affect their ability to utilize
       their Tax Attributes.

                      Worthlessness Deductions

The Debtors also want to ensure that shareholders that own or have
owned 50% or more of the equity securities defer claiming
worthlessness deduction until after the Debtors have emerged from
bankruptcy.

The Debtors want to set these procedures for claiming a worthless
stock deduction:

   (1) Definitions:

       (a) a "50% Shareholder" is any person or entity that at
           any time since February 24, 1998, has beneficially
           owned 50% or more of the common stock of C&A Corp. or
           50% or more of the common or preferred stock of C&A
           Products;

       (b) "beneficial ownership" of equity securities includes
           direct and indirect ownership, ownership by such
           holder's family members and persons acting in concert
           with the holder to make a coordinated acquisition of
           stock and ownership of shares that the holder has an
           option to acquire; and

       (c) an "option" to acquire stock includes any contingent
           purchase, warrant, put, stock subject to risk of
           forfeiture, contract to acquire stock or similar
           interest, regardless of whether it is contingent or
           otherwise not currently exercisable.

   (2) Any person or entity that currently is or becomes a 50%
       Shareholder must file with the Court, and serve on the
       Debtors' counsel, a notice of that status without further
       delay.

   (3) Prior to filing any federal or state tax return, or any
       amendment to a return, claiming any deduction for
       worthlessness of the common stock of C&A Corp. or the
       common or preferred stock of C&A Products, for a tax year
       ending before the Debtors' emergence from Chapter 11
       protection, the 50% Shareholder must file with the Court,
       and serve on the Debtors' counsel, an advance written
       notice of the intended claim of worthlessness.

   (4) The Debtors will have 30 calendar days after receipt of a
       Notice of Intent to Claim a Worthless Stock Deduction to
       file with the Court and serve on the 50% Shareholder an
       objection to any proposed claim of worthlessness on the
       grounds that the claim might adversely affect their
       ability to utilize their Tax Attributes.

The procedures impose a minimal burden to achieve a substantial
benefit for the Debtors, their creditors and other interested
parties, Mr. Schrock says.

                     About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Establishes Claims Settlement Procedures
----------------------------------------------------------
To minimize administrative expenses, Collins & Aikman Corporation
and its debtor-affiliates ask the U.S Bankruptcy Court for the
Eastern District of Michigan to approve procedures for:

    (a) settling non-tax claims;

    (b) settling tax claims; and

    (c) maintaining the claims register.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, tells the Court
that 8,312 claims have been filed in the Debtors' Chapter 11
cases.  The Debtors have also scheduled 3,507 claims as
noncontingent, undisputed and unliquidated.

Mr. Schrock clarifies that the Debtors seek the Court's authority
to negotiate and determine claim amounts and not the authority to
make payments or distributions on account of those claims.

The Debtors will adopt these procedures to resolve Non-Tax and
Tax Claims:

   (a) The Debtors may settle any Non-Tax Claim for at most
       $200,000, and any Tax Claim for at most $500,000, without
       notice or a hearing, except as otherwise provided.

   (b) No settlement will be agreed to unless it is reasonable in
       the business judgment of the affected Debtor.

   (c) No settlement will be effective unless it is executed by
       an authorized representative of the relevant Debtor.

   (d) A settlement of a Non-Tax or Tax Claim will be effective
       only if:

       (1) the Debtors provide a copy of the proposed settlement
           to:

           -- counsel to the Debtors' secured lenders; and

           -- counsel to the Official Committee of Unsecured
              Creditors; and

       (2) none of the Notice Parties object to the settlement
           within 10 days of receipt.

   (e) If any of the Notice Parties objects to the settlement,
       the Debtors will seek to resolve, in good faith, the
       objection.  If the objection cannot be resolved, the
       Debtors may request Court approval of the settlement
       pursuant to applicable law.

   (f) No later than 45 days after each three-month period, the
       Debtors will file with the Court and serve on all affected
       claimants and the Notice Parties, a statement with
       respect to the immediately preceding quarter.  The
       statement will include:

       -- the names of each affected Non-Tax or Tax Claim
          claimant; and

       -- the terms of the each settlement reached.

                   Claims Register Procedures

Kurztman Carson Consultants, LLC, the Debtors' official claims and
noticing agent, maintains a register of claims filed.  Mr. Schrock
relates that in many instances, the claims filed name a Debtor or
Debtors that do not match with what is reflected in the supporting
documentation.  In addition, often a claimant provides written
documentation subsequent to filing a claim, and this new
documentation provides additional information as to the
appropriate Debtor or Debtors against whom the claim is asserted.

In this regard, the Debtors want to adopt these procedures for
maintaining the claims register:

   (a) Where the Debtors listed on a proof of claim form do not
       match those listed on the supporting documentation, the
       Claims Agent may enter the claim on the Claims Register as
       if filed against the Debtors identified in the supporting
       documentation without further action by the Court,
       provided that the Claims Agent will provide written notice
       to the claimant of the action and the claimant may oppose
       it;

   (b) Where the Debtors distributed a personalized proof of
       claim form listing the scheduled amount of the claim and
       the claimant simply returned the form in blank, the Claims
       Agent will docket the blank proof of claim as if asserted
       in the amount listed in the personalized proof of claim
       form; and

   (c) Where claimants (i) state in their proofs of claim, or in
       supporting documentation that they are "not interested in
       a claim," or "do not have a claim," or (ii) write "N/A" on
       their proof of claim and fail to provide supporting
       documentation, the Claims Agent will treat those claims as
       withdrawn, provided that the Claims Agent will provide
       written notice to the claimant of this treatment and the
       claimant may oppose it.

Mr. Schrock asserts that through the procedures, the Debtors will
avoid the cost of having counsel draft and file numerous motions
and send out numerous hearing notices.  The procedures will also
reduce the burden on the Court's docket while still protecting
the interests of all creditors, Mr. Schrock says.

                     About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN FLOORCOVERINGS: Moody's Holds Debt Ratings
-----------------------------------------------------------
Moody's Investors Service confirmed the long-term debt ratings of
Collins & Aikman Floorcoverings, Inc., and changed the outlook to
negative.  The company had been under review for a possible
downgrade.  This concludes the review of the ratings for possible
downgrade which was initiated on Oct. 14, 2005.

The review was prompted by the company's weakening cash generation
and earnings over 2005, rising raw material costs and operational
difficulties relating to the company's consolidation of broadloom
manufacturing capacity in Nova Scotia.  Subsequently, the company
renegotiated financial covenants with its lenders to eliminate the
Senior Credit Facility interest coverage ratio requirement and
modified the minimum fixed charge coverage ratio to 1.0 to 1.0.

Moody's confirmed these ratings:

   * The B1 rated $50 million guaranteed senior secured revolving
     credit facility due 2007;

   * The B1 rated $31 million guaranteed senior secured term loan
     due 2008;

   * The Caa1 rated $175 million issue of 9.75% guaranteed senior
     subordinated notes due 2010; and

   * The B2 rated Corporate Family Rating.

The outlook for the ratings is negative.

The confirmation of the ratings reflects adequate near term
cushions under the amended bank facilities along with the
completion of the facility maximization project and the associated
return of broadloom production capacity to normal.  The
confirmation anticipates performance improvement in 2006, starting
from operating margins and EBIT return on assets in 2005 estimated
in the low single digits.

The ratings are supported by continuing strong demand in the
corporate and commercial markets; the willingness of the company's
lenders to relax financial covenants to allow for temporary
difficulties and unanticipated expenditures relating to one-time
projects; certain new product introductions; and recent favorable
developments in raw material and energy prices.  The ratings also
incorporate the expectation that delivery delays to corporate
clients in 2005 have not resulted in permanent loss of brand
equity or customer relationships and that CAF's US sales force
remains largely intact.

The ratings remain constrained by high leverage, with expected
adjusted debt to 2005 revenues of about 70%, the expectation of
negative free cash flow generation over fiscal 2005 higher
exposure to raw material price risk relative to other carpet
manufacturers.  The latter arises from a combination of CAF's
presence in the nylon extrusion market and the absence of hedging
arrangements.

Other constraints on the ratings include continued weakness in
demand for product in the government segment and the potential
impact of federal government efforts to reduce budget deficits.
The rating also reflects the current strength of competitors in
the specified market and trends in the corporate interiors market
toward tile which, although an important part of its business, is
not CAF's main focus.  The ratings also reflect cyclicality of the
market for floorcoverings, a weak balance sheet with negative
tangible equity of about $78 million as of October 29, 2005 and
the prospect of limited recoveries on the notes in a liquidation
scenario.

The negative ratings outlook reflects weak liquidity resulting
from the decline in sales experienced in 2005, along with the
company's inability to capture positive cyclical trends in most of
its market segments and the general economy in 2005, combined with
seasonal first quarter weakness and the potential lag in the full
recovery of the corporate segment.  The negative outlook also
reflects the relatively short maturity of the company's bank
facilities and potential incremental financing costs in the face
of a rising interest rate environment.

Evidence of a substantive year-on-year positive revenue trend,
combined with solid free cash flow generation, as evidenced by a
free cash flow to debt ratio of about 10%, could stabilize the
outlook. Sustainable revenue growth combined with free cash flow
to debt ratios exceeding 10% could lead to an upgrade.  Continued
negative or low free cash flow generation relative to debt at
current leverage levels could lead to an immediate downgrade,
particularly if the company does not show strong results in its
seasonally high second and third quarter.

The company has limited sources of alternate liquidity as assets
are fully encumbered and the probability that the company could
complete large-scale asset dispositions to generate cash in a
short time frame is low.  Moody's expectation is that in 2006, the
revolver will be utilized for seasonal working capital needs only
and that CAF's cushions under the fixed charge coverage ratio will
generally remain modest in the short term.

Collins & Aikman Floorcoverings, Inc., based in Dalton, Georgia,
is a leading manufacturer and marketer of commercial floor
coverings and focuses on the specified market.  Principal products
include vinyl-backed 6 foot roll carpet and modular carpet tile,
and tufted and woven broadloom carpet.  The company designs,
manufactures and markets under the Collins & Aikman, Monterey and
Crossley brands to a wide variety of commercial end users,
including corporate offices, education, healthcare facilities,
government facilities and retail stores.  The company is privately
held by Tandus Group Inc., and had revenues of $326 million in the
twelve month period ending Oct. 29, 2005.

Tandus Group, Inc.'s Collins and Aikman Floorcoverings, Inc.,
subsidiary is NOT affiliated with the Collins & Aikman Corporation
which sought Chapter 11 protection in May 2005.  Collins and
Aikman Floorcoverings, Inc. was an operating unit of Collins and
Aikman Corporation until 1997 when it was then split off in a sale
transaction led by its executive management team and a private
equity sponsor.  Since that time there have been no legal
association or business relationship between the companies and
they have operated independently.  Collins and Aikman
Floorcoverings, Inc., markets commercial carpets under the "C&A
Floorcoverings" and "C&A" brand names.


COMVERSE TECHNOLOGY: S&P Places Ratings on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its corporate credit
and senior unsecured debt ratings on Woodbury, New York-based
Comverse Technology Inc. on CreditWatch with negative
implications.

The company has S&P's 'BB-' corporate credit and senior unsecured
debt ratings.
      
"The CreditWatch listing follows [the] announcement from the
company that the board of directors had created a special
committee to review matters relating to the company's stock option
grants," said Standard & Poor's credit analyst Joshua Davis.

Furthermore, the company expected that it would delay its filing
of financial results for the period ending Jan. 31, 2006.  The
announcement of the review indicated the likelihood of
restatements of prior periods financial results, with potential
revisions being made to historical stock option expense.  Still,
Comverse's liquidity is substantial vis-a-vis its funded debt
obligations, with $2.1 billion of cash compared to $500 million of
notes.  Nonetheless, Standard & Poor's will monitor developments
with the review and with the delayed release of financial results
in order to determine if any changes to the ratings are warranted.  


CUMULUS MEDIA: S&P Revises Outlook to Stable & Affirms B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cumulus
Media Inc. to stable from positive, acknowledging that expected
credit profile improvement has not materialized.  The ratings on
Cumulus Media, including the 'B+' long-term corporate credit
rating, were affirmed.  The Atlanta, Georgia-based radio
broadcaster had approximately $569 million in debt outstanding at
Dec. 31, 2005.
     
"The outlook revision to stable addresses the company's leverage
ratio at the end of 2005, which was approximately one turn higher
than we had expected," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.
     
EBITDA growth did not materialize as expected in 2005, and Cumulus
Media used its discretionary cash flow to fund share repurchases
rather than to reduce debt.  The company's debt to EBITDA ratio
was 5.9x at Dec. 31, 2005. Standard & Poor's expects Cumulus Media
to maintain a credit profile in line with the current rating, with
debt to EBITDA in the mid-5x area in 2006.
     
The rating on Cumulus Media reflects:

   * high financial risk from aggressive expansion;

   * the potential for additional acquisitions and share
     repurchases that could limit financial profile improvement;
     and

   * a competitive and cyclical advertising environment.

These factors are partially offset by:

   * the company's decent market positions in small and midsize
     markets;

   * radio broadcasting's good margin and discretionary cash flow
     potential; and

   * healthy station asset values.
     
Industrywide growth in radio revenues was flat in 2005.  Radio ad
demand is only expected to grow in the very low single digits, at
best, in 2006.  Radio advertising is under pressure from:

   * alternative media,
   * repetitive programming, and
   * excess commercial loads.

Still, Cumulus Media's radio stations maintain competitive
positions in their markets.  The company demonstrated success in
improving historically weaker profitability in its smaller markets
by clustering stations to gain operating efficiencies.
     
The current rating assumes that Cumulus Media will prudently
allocate free cash flow among:

   * share repurchases,
   * debt repayment, and
   * acquisitions

which is particularly important as radio broadcasters recast their
strategies for dealing with entertainment alternatives such as the
iPod and satellite radio, and advertising alternatives such as the
Internet.
     
The stable outlook incorporates the expectation that Cumulus Media
will maintain a credit profile in line with the current rating,
notwithstanding:

   * share repurchases,
   * acquisitions, and
   * pressure on its stock price.


CORUS GROUP: Selling Aluminum Unit to Aleris for EUR826 Million
---------------------------------------------------------------
Corus Group plc and Aleris International Inc. signed a Letter of
Intent for the proposed acquisition by Aleris of Corus' downstream
aluminum rolled products and extrusions businesses for a gross
consideration of EUR826 million (GBP570 million).

Corus' equity stakes in its Canadian and Chinese joint ventures
are also included within the proposed transaction.  Corus'
smelting operations would remain within Corus and would supply
Aleris under a long-term agreement.  Corus and Aleris would also
enter into an agreement related to research, development and
technology.

Internal consultation and advice processes related to the
transaction have commenced.  It is intended that a Sale and
Purchase Agreement would be entered into once these processes are
completed.  The proposed transaction would be subject to certain
external regulatory clearances.

The net disposal proceeds, after deducting pension liabilities but
excluding minority interests and net debt, would be approximately
EUR728 million (GBP502 million).  These proceeds would be used to
further strengthen both the Group's balance sheet and the
development of the carbon steel business.

"The proposed sale of the downstream aluminum operations to Aleris
secures a strong future for these businesses, represents good
value for Corus and is an important step in the Group's strategy,"
Philippe Varin, Chief Executive of Corus said.

Gerhard Buddenbaum, Divisional Director Aluminium said, "This is
good news for our employees and customers.  The two businesses
complement each other and share the same strategic vision."

                        About Corus Group

Corus Group PLC -- http://www.corusgroup.com/-- is one of the   
world's largest metal producers with a turnover of over
GBP9 billion and major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.

Operating through four divisions -- Strip Products, Long
Products, Aluminium and Distribution & Building Systems -- Corus
has over 48,000 employees in over 40 countries and sales offices
and service centers worldwide.

Corus was created through the merger of British Steel plc and
Koninklijke Hoogovens N.V.  It suffered six years ago from the
crisis in British manufacturing, which prompted it to shake up
management, close plants, cut jobs, and sell assets to lower
debt.  Its debt was thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked
on a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It
returned to operating profit in the first quarter of 2004.  The
recent recovery of steel prices and the strength of the euro are
expected to help it achieve relatively strong earnings.

                        *     *     *

As reported in TCR - Europe on March 8, 2006, Fitch Ratings has
affirmed Corus' Long-term Issuer Default rating at BB- with Stable
Outlook.  The ratings of Corus' other debt instruments are also
affirmed:

   a) Corus Group PLC EUR800 million 7.5% senior notes B+;

   b) Corus Group PLC EUR307 million 3.0% convertible bonds B+;

   c) Corus Finance PLC GBP200 million 6.75% guaranteed bonds B+;   
      and

   d) Corus Finance PLC EUR20 million 5.375% guaranteed bonds B+.

The ratings reflect Corus' leading market position as the third
largest steel producer in Europe by volume, and the continued
turnaround in the company's financial performance since 2003.


DANA CORP: Court Okays Miller Buckfire's Retention as Advisor
-------------------------------------------------------------
Before Dana Corporation and its debtor-affiliates filed for
bankruptcy protection, they faced certain financial challenges,
which ultimately culminated in the filing of their Chapter 11
cases, Michael L. DeBacker, Esq., vice president, general counsel
and secretary of Dana Corp., relates.

To address these issues, the Debtors sought the assistance of
experienced professionals, including Miller Buckfire & Co., LLC,
to render services that were necessary to assist the Debtors in
evaluating and implementing any debt restructurings, new
financing transactions or asset dispositions.

Since February 11, 2006, Miller Buckfire served as the Debtors'
financial advisor and investment banker.  In preparation for the
Debtors' Chapter 11 cases, the firm, among other things, has:

   (a) analyzed the Debtors' current liquidity and projected cash
       flow;

   (b) assisted the Debtors in evaluating their strategic
       alternatives with respect to proposals from various
       lenders to refinance the Debtors' existing debt, as well
       as other restructuring alternatives; and

   (c) conducted a comprehensive process to secure debtor-in-
       possession financing for the Debtors on the most
       competitive terms and conditions available on the Debtors'  
       behalf.

Miller Buckfire was paid $1,280,000 for its prepetition services
to the Debtors.  The firm was also provided a $250,000 retainer,
which remains unapplied.

On an interim basis, the Debtors sought and obtained consent from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Miller Buckfire as their financial advisor and investment
banker in their Chapter 11 cases.

Mr. DeBacker explains that the Debtors have selected Miller
Buckfire because of, among other things, its experience,
knowledge and reputation in the financial restructuring field and
its understanding of the issues involved in large-scale, complex
Chapter 11 cases.

Effective on the Petition Date, Miller Buckfire will:

   (a) evaluate the Debtors' business, operations, properties,
       financial condition and prospects;

   (b) provide financial advice and assistance to the Debtors in
       developing and seeking approval of a Chapter 11 plan,
       including by:

        (i) participating in negotiations with entities or groups  
            affected by a Plan; and
  
       (ii) structuring any new securities to be issued under a
            Plan;

   (c) provide financial advice and assistance to the Debtors in
       structuring and effecting a private issuance, sale or
       placement of the equity, equity-linked or debt securities,
       instruments or obligations of the Debtors with one or more
       lenders or investors, including any DIP Financing, exit
       financing or rights offering;

   (d) in connection with a Financing, prepare financing
       memoranda and presentation materials, as appropriate;

   (e) provide financial advice and assistance to the Debtors in
       connection with any sale of all or a significant portion
       of their assets, including by:

        (i) identifying, contacting and negotiating with
            potential acquirors; and

       (ii) preparing of Sale memoranda and presentation
            materials, as appropriate;
      
   (f) participate in Court hearings with respect to matters upon
       which the firm has provided advice, if requested by the
       Debtors; and

   (g) render other financial advisory services as may from be
       agreed upon by the parties from time to time.

Henry S. Miller, Durc Savini, John Bosacco, Patrick Dumont and
Bryant Chou are the firm's professionals primarily responsible
for providing services to the Debtors.

Miller Buckfire will be paid:

   -- a $250,000 monthly advisory fee, due on the 11th day of
      each month.  Commencing with the fifth monthly advisory
      Fee, 50% of this fee will be credited against the amount of
      any restructuring transaction fee or sale transaction fee;

   -- a $12,500,000 fee payable upon consummation of a successful
      Restructuring of the Debtors' businesses during the term of
      the engagement, or within the full 12 months following the
      engagement's termination;

   -- a $12,500,000 fee, contingent upon the consummation of a
      Sale of all or substantially all of the Debtors' assets
      during the fee period, which will be payable upon the
      closing of the Sale; and  

   -- a financing fee, in the event a Financing is consummated at
      any time during the fee period, equal to:
    
        (i) l% of the gross proceeds of any indebtedness issued
            that is subject to a first lien;

       (ii) 3% of the gross proceeds of any indebtedness issued
            that is secured by a second or more junior lien, is
            unsecured, or is subordinated;

      (iii) 5% of the gross proceeds of any equity or equity-
            linked securities or obligations issued; and

       (iv) with respect to any other securities or indebtedness
            issues, the underwriting discounts, placement fees or
            other compensation as is customary under the
            circumstances and agreed to by the parties.

In addition, the Debtors will reimburse Miller Buckfire on a
monthly basis for all:

   (i) travel and reasonable out-of-pocket expenses; and

  (ii) any sales, use or similar taxes arising in connection with
       the engagement.

The Debtors provided Miller Buckfire with a $250,000 evergreen
retainer to be applied to any due but unpaid fees or expenses at
any time.

The Debtors will indemnify and hold Miller Buckfire harmless for
any claims and liabilities arising under the engagement, except
for claims arising from the firm's willful misconduct or gross
negligence.

Miller Buckfire does not hold or represent any interest adverse
to the Debtors or their estates, and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, Henry S. Miller, chairman and managing director of Miller
Buckfire, assures the Court.

Mr. Miller discloses that the firm transacted with parties-in-
interest in matters unrelated to the Debtors' Chapter 11 cases.

Specifically, the firm:

   (a) advised Citation Corp. in its Chapter 11 cases, which were
       completed in May 2005;

   (b) currently uses HSBC Bank as its primary bank;

   (c) leases an office space from an affiliate of XL Capital;

   (d) advises a group of creditors in the EaglePicher Chapter 11
       case, including Angelo Gordon, Tennenbaum Capital,
       JPMorgan and Wells Fargo.

   (e) advised a group of creditors in the Mirant Corp. Chapter
       11 case, including Citigroup, Deutsche Bank and Wachovia.

From time to time, Miller Buckfire also may have had dealings on
other unrelated matters with certain professionals who are
expected to provide services in the Debtors' cases, including:

   * Jones Day,
   * Hunton & Williams LLP,
   * Folely & Lardner LLP,
   * Shearman & Sterling LLP, and
   * Skadden, Arps, Slate, Meagher & Flom LLP.

A number of business executives are members of an informal
strategic advisory committee of MBL Advisory Group, LLC, which is
a parent of Miller Buckfire.  None of the Strategic Committee
members are members of the board of directors of any of the
Debtors.

                           About Dana

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


DANA CORP: Gets Interim Okay to Hire AP Services as Crisis Manager
------------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Dana Corporation
and its debtor-affiliates sought and obtained permission, on an
interim basis, from the U.S. Bankruptcy Court for the Southern
District of New York, to hire AP Services, LLC, as their crisis
managers.

APS is an affiliate of AlixPartners, LLC, which was hired by the
Debtors before the Petition Date.

Michael L. DeBacker, Esq., vice president, general counsel and
secretary of Dana Corp., relates that APS, AlixPartners, and
their professionals and employees have a wealth of experience in
providing crisis management services to financially troubled
organizations.  For more than 20 years, AlixPartners has provided
interim management and advisory services to companies
experiencing financial difficulties.

Pursuant to an engagement letter dated March 2, 2006, APS has
agreed to provide certain temporary employees, including Ted
Stenger, and Kenneth A. Hiltz, to assist the Debtors in their
restructuring efforts.

Mr. Stenger, a managing director with AlixPartners, will be
designated as Dana's chief restructuring officer.  Mr. Hiltz will
be designated as Dana's chief financial officer.  Both officers
will be under the direct supervision of Dana's chief executive
officer.  

Working collaboratively with the senior management team, the
Board of Directors and the Debtors' other professionals,
Mr. Stenger, Mr. Hiltz and APS will assist the Debtors in
evaluating and implementing strategic and tactical options
through the restructuring process.

Additional temporary employees who will assist in the Debtors'
restructuring efforts are:

     Employee            Position                   Hourly Rate
     --------            --------                   -----------
     Stephen Taylor      Manager                       $670
     Meade Monger        Manager                       $660
     Alan Holtz          Planning & Analysis Manager   $650
     David Garfield      Manager                       $610
     Tom Morrow          Manager                       $550
     Greg Presley        Manager                       $550
     Carrianne Basler    Manager                       $495
     Charles Cipione     Manager                       $495
     George Hughes       Financial Analyst             $495
     Tai Li              Purchasing Analyst            $495
     Scott Mell          Manager                       $495
     Jon Otterber        Manager                       $495
     Pilar Tarry         Manager                       $495
     Justin Cooper       Financial Analyst             $430
     Benjamin Gaw        Purchasing Analyst            $430
     Scott Hamilton      Financial Analyst             $380
     Mark Hojnacki       Financial Analyst             $350
     Kevin Montague      Financial Analyst             $350
     Tim Sambrano        Financial Analyst             $300

The temporary employees will:

   (1) assist leadership of the financial function of the company
       including assisting in strengthening the core competencies
       in the finance organization, including, cash management,
       planning, general accounting and financial reporting
       information management;

   (2) assist in preparing for and, if required, assist with the
       filing of a bankruptcy petition, coordinating and
       providing administrative support for the proceeding and
       developing Dana's plan of reorganization or other
       appropriate case resolution, if necessary;

   (3) assist the company and its employees, designees and agents
       to identify and implement both short-term and long-term
       liquidity generating initiatives;

   (4) assist in developing and implementing cash management
       strategies, tactics and processes;

   (5) assist the company's treasury department and the company's
       professionals to coordinate the activities of the
       representatives of other constituencies in the cash
       management process;

   (6) as directed by the CEO, continue to assist in the
       manufacturing footprint transition and the OEE programs
       that are currently underway or that the company may
       commence, add or otherwise investigate;

   (7) assist management with the development of the Company's
       revised business plan, and other related forecasts as may
       be required by lenders in connection with negotiations or
       by the company for other corporate purposes;

   (8) assist in communicating with the "working group" of
       professionals who are assisting the company in the
       reorganization process or who are working for the
       company's various stakeholders and cooperate with other
       professionals to improve coordination of the efforts so
       that it is consistent with the company's overall
       restructuring goals;

   (9) assist in negotiations with stakeholders and their
       representatives;

  (10) supervise the preparation, and assist in the production,
       of regular reports required by the Court, oversee and
       assist with the management of the claim and claim
       reconciliation processes as well as provide testimony
       before the Court on matters that are within APS' area of
       expertise or assist in the preparation of other
       individuals, designated by the company, who will provide
       similar testimony;

  (11) assist in communication or negotiation with outside
       constituents, including without limitation vendors, the
       banks and their advisors; and

  (12) assist with other matters as may be requested by the
       company that are mutually agreeable to the parties;

The Debtors will pay APS for providing the temporary employees
based on these hourly rates:

       Managing Directors     $590 to $750
       Directors              $440 to $550
       Vice Presidents        $330 to $430
       Associates             $260 to $300
       Analysts               $190 to $220
       Paraprofessionals      $160

Mr. Stenger and Mr. Hiltz will each be paid $125,000 per month
their services.

In addition, the Debtors will pay APS a $4,000,000 contingent
success fee, payable upon the earlier of (a) confirmation of a
plan of reorganization, or (b) a sale of all or substantially all
of the assets of the company and its subsidiaries.

The Debtors will reimburse APS for all reasonable out-of-pocket
expenses incurred in connection with this retention.

The Debtors agree to indemnify, hold harmless and defend APS
employees serving as officers of the Debtors from and against all
claims and liabilities.

The Debtors paid a $400,000 retainer to AlixPartners, which has
been transferred to APS and will remain in place to secure
performance under the Engagement Letter.

The Debtors paid AlixPartners $20,363,234 for services rendered
prepetition.  All invoices are paid and current up to the
Petition Date, and neither AlixPartners nor APS are owed any
amounts for prepetition services.

Mr. Stenger discloses that AlixPartners and APS have provided,
and likely will continue to provide services to certain creditors
and parties-in-interest in matters unrelated to the Debtors'
Chapter 11 cases.

                           About Dana

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


DANA CORP: Court Approves Hunton's Retention as Special Counsel
---------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
authority, on an interim basis, from the U.S. Bankruptcy Court for
the Southern District of New York to employ Hunton & Williams LLP
as their special counsel in their Chapter 11 cases.

Michael L. DeBacker, Esq., vice president, general counsel and
secretary of Dana Corp., explains that the Debtors selected
Hunton & Williams because of its experience and expertise in
corporate and business matters.

In addition, Hunton & Williams' familiarity with the Debtors'
business structure renders it uniquely qualified to deal
effectively with the complex legal issues that may arise in the
context of Debtors' corporate and business matters.

Dana is incorporated in Virginia and for more than 50 years
Hunton & Williams has represented Dana as its Virginia counsel.
The firm has also represented the Debtors and non-Debtor
affiliates in connection with various corporate, securities,
finance, intellectual property, taxation, and bankruptcy and non-
bankruptcy litigation matters.

Effective on the Petition Date, Hunton & Williams will:

   (1) advise and represent the Debtors with respect to all
       aspects of general corporate, securities, finance,
       intellectual property, and other business matters;

  (ii) advise and represent the Debtors with respect to all
       aspects of asset sale transactions, asset purchase
       transactions, securitization transactions and joint
       venture transactions including, without limitation, tax,
       environmental, contract, lease, finance, regulatory and
       post-closing aspects of the transactions;

(iii) advise and represent the Debtor with respect to all
       aspects of various pieces of litigation to which the
       Debtors are parties; and

  (iv) assist the Debtors' reorganization attorneys from time to
       time.

The attorneys and paralegals at Hunton & Williams who are
expected to have primary responsibility for these matters are:

   Name                         Position      Hourly Rate
   ----                         --------      -----------
   Robert A. Acosta-Lewis       Partner         $373.50
   Daniel M. Campbell           Partner         $337.50
   Cyane B. Crump               Partner         $315.00
   Stephen P. Demm              Partner         $319.50
   W. Jeffery Edwards           Partner         $396.00
   Edward J. Fuhr               Partner         $382.50
   Allen C. Goolsby, III        Partner         $405.00
   John Owen Gwathmey           Partner         $342.00
   Dan J. Jordanger             Partner         $346.50
   William M. Richardson        Partner         $472.50
   Amy McDaniel Williams        Partner         $373.50
   Linda L. Najjoum             Counsel         $382.50
   Joseph J. Saltarelli         Counsel         $585.00
   Sean M. Beard                Associate       $265.50
   Coburn R. Beck               Associate       $288.00
   Richard W. Brooks            Associate       $202.50
   Michael T. Damgard           Associate       $274.50
   Kevin M. Georgerian          Associate       $184.50
   Mikhail Y. Gurfinkel         Associate       $387.00
   J. Christopher Lemons        Associate       $256.50
   Kimberly L. Nelson           Associate       $270.00
   Sarah K. Pointer             Associate       $189.00
   James W. Van Horn, Jr.       Associate       $184.50
   Elizabeth S. Bear            Paralegal       $157.50
   Christine R. Carter          Paralegal       $121.50
   Rae C. Cousins               Paralegal        $58.50
   Debra Kim Hurwitz            Paralegal        $76.50
   Melissa Lyn Kaplafka         Paralegal        $99.00
   Stephanie E. Meharg          Paralegal        $76.50
   Megan Kennedy Scanlon        Paralegal        $99.00

Other attorneys in the New York, Richmond, Charlotte, Atlanta,
Washington, D.C. and other offices of Hunton & Williams that may
have responsibility for particular issues arising in the Debtors'
cases bill at hourly rates ranging from $184.50 per hour to
$790.00 per hour.  Paralegal rates range from $60.00 to $250.00
per hour.

Hunton & Williams will also seek reimbursement of actual and
necessary out-of-pocket expenses.

As of the Petition Date, the Debtors owed Hunton & Williams
approximately $200,000 on account of services rendered
prepetition.

Mr. Goolsby assures the Court that Hunton & Williams does not
represent or hold any interest adverse to the Debtors or their
estates with respect to matters upon which it is engaged.  

He discloses that:

   (a) Kathy DeJonge, a former associate attorney the bankruptcy
       and creditors' rights team of Hunton & Williams' Richmond,
       Virginia office, took a position with the Office of the
       United States Trustee in the Western District of Virginia
       upon leaving the firm.  Ms. DeJonge is no longer employed
       by the Office of the United States Trustee;

   (b) Laura Woodson, a former associate attorney on the
       bankruptcy and creditors' rights team of Hunton &
       Williams' Atlanta, Georgia, office, worked for the Office
       of the United States Trustee for the Northern District of
       Georgia prior to working for Hunton & Williams; and

   (c) various attorneys of the firm from time to time speak and
       otherwise deal in their professional capacities with
       persons in various Offices of the United States Trustee in
       connection with various pending bankruptcy matters.

Hunton & Williams has over 800 attorneys in 16 offices located
domestically and abroad, including New York, New York,
Washington, D.C., Miami, Florida, Charlotte, North Carolina, and
Atlanta, Georgia. Hunton & Williams' headquarters and largest
office is located in Richmond, Virginia.  Hunton & Williams has a
national reputation as a full-service law firm, and has a
national clientele that includes numerous Fortune 100 and 500
companies.

                           About Dana

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


DANA CORP: Signs Consulting Agreement with Robert Richter
---------------------------------------------------------
On March 1, 2006, Dana Corporation entered into a Consulting
Agreement with Robert C. Richter in connection with his
retirement from Dana.

Mr. Richter, former Chief Financial Officer, retired from Dana on
March 1, 2006.  Mr. Richter was also a Vice President of Dana and
the Chairman of Dana Credit Corporation.

The Consulting Agreement provides that Mr. Richter will function
in an advisory and consulting capacity to Dana for 12 months,
with an option for Dana to extend the term for two additional
six-month periods.  During the term of the Agreement, Dana will
pay Mr. Richter a consulting fee of $35,000 per month, plus
additional hourly fees if the services requested by Dana exceed
100 hours per month, and will reimburse his out-of-pocket
business expenses.

Under the Agreement, Mr. Richter has agreed to certain
confidentiality, non-disclosure, non-competition, non-
disparagement and cooperation obligations.

A full-text copy of the Consulting Agreement is available for
free at http://researcharchives.com/t/s?691

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)


DELPHI CORP: Appaloosa Demands Annual Shareholder Meeting
---------------------------------------------------------
Appaloosa Management L.P. sent a letter to Delphi Corporation's
board of directors this week expressing concerns over Delphi's
management's commencement and prosecution of its chapter 11 cases.  
Appaloosa charges that Delphi's management and board of directors
have engaged in, and are continuing to pursue, courses of action
that are in breach of their fiduciary duties of care, loyalty and
candor, and that have resulted in, and are continuing to inflict,
material harm to the Issuer and all of its bona fide stakeholders.

Notably, Appaloosa says, "there has been no indication that any
material adverse event occurred between August 2, 2005 (when a
dividend was paid) and October 8, 2005 (when the chapter 11
petitions were filed) that would justify the onset of bankruptcy.
In addition to having improperly determined to seek chapter 11
relief, [Delphi]'s management and board of directors have
repeatedly [made] public statements in the chapter 11 case that
are inconsistent with their duty to maximize value and prevented
. . . stockholders from being properly represented."

The full text of Appaloosa's letter reads:

March 15, 2006

VIA EMAIL AND FACSIMILE

TO:
THE MEMBERS OF THE BOARD OF DIRECTORS
OF DELPHI CORPORATION
c/o Robert S. "Steve" Miller
Chairman and Chief Executive Officer
Delphi Corporation
5725 Delphi Drive
Troy, Michigan 48098-2815

     Re: Delphi Corporation--Case No. 05-44481

Gentlemen:

     As you know, we are one of the largest shareholders of Delphi
Corporation ("Delphi"). As reflected in our current Schedule 13G
on file with the SEC, we hold approximately 9.3% of your issued
and outstanding shares of common stock.

     We are quite troubled by the board's course of conduct in
connection with the commencement and prosecution of Delphi's
chapter 11 case.  Indeed, as outlined below, we believe that
management and the board have engaged in, and are continuing to
pursue, courses of action that are in breach of their fiduciary
duties of care, loyalty and candor, and that have resulted in, and
are continuing to inflict, material harm to the chapter 11 estate
of Delphi and all of its bona fide stakeholders.

     As a preliminary matter, we do not understand how the
decision to seek chapter 11 relief on October 8, 2005 for Delphi
and certain of its subsidiaries (collectively, "the Debtors") was
necessitated by the Debtors' circumstances or in the best
interests of Delphi or its stakeholders.  Your public filings do
not reflect the existence of a liquidity crisis or the pending or
imminent exercise of creditor remedies, which if unchecked by
bankruptcy, would have harmed or impaired the business. Moreover,
there is no indication that any material adverse event occurred
between August 2, 2005 (when the June 22 dividend was paid) and
October 8 (when the chapter 11 petitions were filed) that would
justify the onset of bankruptcy. On the other hand, it is clear
that the filing itself destroyed hundreds of millions of dollars
of value (as reflected by the freefall of Delphi's market capital
during the period immediately preceding the filing) and has caused
Delphi to incur millions of dollars of unnecessary chapter 11-
related fees and expenses. It is also clear that the timing of the
filing--one week before certain amendments to the Bankruptcy Code
became effective--had the effect of providing certain personal
benefits to management and the board: (1) it preserved
management's ability to obtain for itself key employee retention
plan benefits (now largely outlawed by the amended Bankruptcy
Code), and (2) it maximized the control to be enjoyed by
management and the board over the chapter 11 process, by retaining
the potential for unlimited extensions of the exclusive right to
file a plan (as compared to the 180-day limit set forth in the
amendments to the Bankruptcy Code).

     In addition to having improperly determined to seek chapter
11 relief, management and the board have repeatedly authorized
Delphi to take actions and make public statements in the chapter
11 case that are inconsistent with their duty to maximize value at
Delphi and prevented Delphi's shareholders from being properly
represented. For example:

     * Delphi has repeatedly, materially overstated the amount of
its labor-related obligations by failing to take into account the
fact that many of the benefits are unvested (i.e., they can be
terminated without incurring liability) and any legal duty to
provide them expires with the applicable underlying CBA in late
2007.

     * Delphi has improperly characterized itself as "grossly
insolvent" in reliance on a superficial balance sheet analysis,
and without performing an appropriate enterprise valuation based
on a properly-vetted business plan presented after the formulation
and assessment of alternative reorganization strategies.

     * Delphi has included in the Key Employee Compensation
Program a reservation of 10% of Delphi's stock for management,
putting management in direct conflict with Delphi's shareholders
(the KECP gives management the incentive to convert debt into
equity of the reorganized Delphi, diluting current shareholders'
ownership stake).

     * Delphi has cancelled its annual shareholders meeting for
2005 in violation of the express requirements of applicable
Delaware law, thereby preventing shareholders from exercising
their governance rights.

     * At the same time, Delphi has thwarted the shareholders'
efforts to obtain a vehicle to be heard in the chapter 11 case by
opposing the appointment of an official equityholders committee.

Against this backdrop, recent reports regarding the potential for
an imminent deal among the Debtors, the UAW and GM regarding the
Debtors' (including Delphi's) labor obligations and GM's duties
and claims with respect thereto, are the cause of further concern.
Given the obvious potential magnitude of the liabilities
associated with any new long-term labor agreement or the early
termination of the existing CBAs, our natural concerns are that
potentially outcome-determinative decisions are being made without
the proper procedural protections of a chapter 11 plan process,
and without any opportunity for other constituencies (such as
Appaloosa or Delphi's other shareholders) to participate
or be heard. These concerns have been intensified by your
counsel's failure to respond to our request to be informed
promptly regarding the status of negotiations (see attached letter
to J. Butler dated March 12, 2005 [sic.]).

     Substantively, we do not believe Delphi should enter into any
amended or revised collective bargaining agreement with the unions
or terminate the existing collective bargaining agreements in a
fashion that exposes Delphi to claims by employees/retirees or
indemnification claims of GM that would exceed the cost of
performance under the existing CBAs through their current
expiration. In addition, the Delphi estate should not incur
liability for revised labor costs of insolvent subsidiaries; to do
so would destroy value at Delphi in violation of your fiduciary
duty to maximize its value solely for the benefit of all of the
parent corporation's stakeholders, not just Appaloosa.

     Given our concerns and Delphi's unwillingness thus far to
support our request for an equity committee, we hereby demand that
the board schedule and hold the 2005 annual shareholders' meeting
at the earliest possible time and further inform you of our
intention to nominate and elect a slate of between one and four
directors to the board at such meeting. If you are unwilling to
proceed on a voluntary basis, we are prepared to seek appropriate
relief compelling a shareholder meeting.  In addition, we believe
that Delphi board members who are also directors or officers of
insolvent Debtor subsidiaries have conflicting duties that require
their recusal from all consideration of substantive interdebtor
issues at the parent level. Finally, we ask that Delphi promptly
commence an action for damages arising from the above breaches of
the fiduciary duties of care and loyalty; failure to do so will
force us to consider seeking relief from the Bankruptcy Court to
take this action on Delphi's behalf.

     Thank you for your attention to these important matters. We
remain prepared to meet with management and/or the board at your
convenience to discuss these issues.

                                        Very truly yours,

                                          /s/ David Tepper

                                        David Tepper
                                        President     

                          [Attachment]

                          WHITE & CASE
               Wachovia Financial Center, Suite 4900
                  200 South Biscayne Boulevard
                   Miami, Florida 33131-2352
                    Telephone (305) 371-2700
                    Facsimile (305) 358-5744


March 16, 2006

VIA EMAIL AND FACSIMILE

John W. Butler Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, IL 60606

     Re: Delphi Corporation - Case No. 05-44481

Dear Jack:

     Since the commencement of Delphi's chapter 11 case, you have
repeatedly and continuously characterized it as a "labor
transition" case.  On inquiry, you explained to me that this
phrase refers to a case where the sine quo non of the debtor's
reorganization is the ability to reduce labor costs and related
obligations.  Your proposition would appear to be validated by the
following facts: (1) the Debtors' aggregate funded debt and
prepetition trade claims as reflected in the Debtors' Schedules
are materially less than any reasonable range of enterprise values
for Delphi; (2) the Debtors' ongoing labor costs appear to be the
largest single variable in assessing their prospective
financial performance; and (3) the claims of one of Delphi's
largest creditors, Delphi's former parent, GM, appear to be
comprised primarily of purported indemnity rights related to its
contractual responsibility for certain of Delphi's labor costs.

     According to recent news reports, Delphi believes that it is
nearing a tri-partite deal with the UAW and GM regarding
modifications to certain of the Company's CBAs that would impact
the Company's labor costs, including pension and OPEB obligations.
Given your representations and the afore-noted facts and
circumstances of this case, any agreement regarding the resolution
and treatment of the Debtors' pension and OPEB obligations (which
the Debtors have characterized--we believe incorrectly--as being
as much as $14 Billion in the aggregate), will likely have a
material impact on (and, in the extreme, could destroy) old
equity's recovery under a plan.

     Accordingly, we need to be brought into the loop immediately
regarding the substance of the Company's discussions so that we
can understand and assess where things are and also have the
opportunity to provide meaningful, informed input regarding our
views on these outcome-determinative matters before a deal
is finalized.  Please let me know when your team is available to
meet with us on these issues.

     As a threshold matter, we believe that before the Debtors
enter into any agreement regarding their labor obligations beyond
the terms of the existing CBAs, the Debtors must first (1) put
forth a business plan that has been fully vetted with the estates'
constituencies (including representatives of equity), (2)
establish reasonable ranges for Delphi's enterprise value under
various possible scenarios that incorporate reasonable input from
the estates' constituencies (including representatives of equity),
and (3) establish a reasonable framework for the treatment of
Delphi's other debt and claims.  Indeed, under the circumstances,
we believe that it would be inappropriate for Delphi to (a) enter
into a long-term CBA and/or to resolve the disputes between GM and
the Debtors regarding its liability for (and claims against the
Debtors with respect to) employee and retiree obligations, without
the protections of a chapter 11 plan process (i.e., entering into
an amended long-term CBA or settling with GM is an unlawful sub
rosa plan); or (b) link the terms of an amended CBA to a
settlement with GM.

     Putting aside the foregoing manifest process concerns, unless
or until our diligence reveals some appropriate offsetting
benefit, the costs arising from the amendment of an existing CBA,
either in terms of employee/retiree claims or indemnification
claims by GM (which we believe are subject to numerous defenses),
should not exceed the cost of performing under such CBA through
its current expiry. Furthermore, the Delphi estate should not
incur liability for revised labor costs of insolvent subsidiaries
-- to permit it to do so would be in direct conflict with the duty
of Delphi's board to maximize the value of its estate.

     Thank you for your attention to these important matters.  I
look forward to working with you toward an appropriate value-
maximizing resolution.

                                        Very truly yours,

                                           /s/ Thomas E. Lauria

                                        Thomas E. Lauria

TEL/rcc

                              *   *   *   

Regulatory filings with the Securities and Exchange Commission
show that Appaloosa Management L.P., Appaloosa Partners Inc. and
David A. Tepper beneficially own 52,000,000 shares of Common
Stock.  Appaloosa Investment Limited Partnership I beneficially
owns 27,716,000 of those shares, at a cost basis of $9,295,306.80.  
Palomino Fund Ltd. beneficially owns 24,284,000 of those shares,
at a cost basis of $8,144,293.20.

Appaloosa holds a significant equity stake in Dana Corporation
too.  

Appaloosa's principals are:

          David A. Tepper        
          Appaloosa Partners Inc.           
          26 Main Street
          Chatham, NJ 07928

          Ronald Goldstein
          Appaloosa Partners Inc.                
          26 Main Street
          Chatham, NJ 07928

          Lawrence O'Friel
          Appaloosa Partners Inc.
          26 Main Street
          Chatham, NJ 07928
     
          Ernest Morrison, Esq.
          Cox Hallett Wilkinson
          Milner House
          18 Parliament Street
          Hamilton, Bermuda
          
          Graham Cook
          Mill Mall
          P.O. Box 964
          Road Town, Tortola, British Virgin Islands
          
Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier  
of vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
Company's technology and products are present in more than 75
million vehicles on the road worldwide.  The Company filed for
chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case
No. 05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq.,
and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Robert
J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  


DURA OPERATING: Moody's Junks Senior Debts Following Weak Results
-----------------------------------------------------------------
Moody's Investors Service assigned B3 rating to Dura Operating
Corp.'s expected $75 million add-on guaranteed senior secured
second-lien term loan and lowered the ratings of Dura Operating
Corp.'s guaranteed senior unsecured noted to Caa2 from Caa1;
guaranteed senior subordinated notes to Caa3 from Caa2; and Dura
Automotive Systems Capital Trust's trust preferred securities to
Ca from Caa3.

Moody's affirmed the Corporate Family ratings of the direct parent
Dura Automotive Systems, Inc. at B3; and affirmed the ratings of
the existing senior secured second-lien term loan at B3.  The
speculative grade liquidity rating was affirmed at
SGL-3, representing good liquidity over the next twelve months.

The company recently announced its intention to seek an additional
$75 million add-on to it senior secured second-lien term loan.  
The lowered ratings reflect the expected lower recovery values for
the senior unsecured notes, senior subordinated notes, and
convertible trust preferred securities resulting from the
increased amount of secured debt in the capital structure.

Dura Automotive's ratings reflect the company's continuing weak
operating results, high leverage and resulting weak credit metrics
which are driven by the ongoing issues of customer concentrations,
an unfavorable product platform mix, and rising raw material
costs.  Recent market share losses at certain of Dura Automotive's
largest customers as well as a continued weak business climate for
auto parts suppliers are anticipated to continue into 2006,
limiting the prospects for near term improvement despite recent
restructuring initiatives undertaken by the company.  Although the
company's near term liquidity remains sound, and would be further
enhanced by the proposed new add-on term loan, the outlook remains
negative.

Ratings assigned:

   Dura Operating Corp.:

   * $75 million guaranteed senior secured second-lien
     add-on term loan due May 2011 of B3

Ratings lowered:

   Dura Operating Corp.:

   * $400 million of 8.625% guaranteed senior unsecured
     notes due April 2012, to Caa2 from Caa1;

   * $456 million of 9% guaranteed senior subordinated
     notes due May 2009, to Caa3 from Caa2;

   * EUR100 million of 9% guaranteed senior subordinated
     notes due May 2009, to Caa3 from Caa2

   Dura Automotive Systems Capital Trust's

   * $55.25 million of 7.5% convertible trust preferred
     securities due 2028, to Ca from Caa3

Ratings affirmed:

   Dura Automotive Systems, Inc.:

   * Corporate Family of B3

   Dura Operating Corp.:

   * $150 million guaranteed senior secured second-lien
     term loan due May 2011 of B3

Dura Automotive's Speculative Grade Liquidity Rating at SGL-3

Dura Automotive's $175 million guaranteed senior secured
first-lien asset-based revolving credit is not rated.

The last rating action was Feb. 13, 2006 when the outlook was
changed to negative.

Dura's announcement to seek an add-on $75 million senior secured
second-lien term loan will provide additional liquidity during the
timeframe in which the company is implementing its earlier
announced restructuring plans.  The amount of the senior secured
second-lien add-on will be contingent on Dura's ability to amend
its first-lien senior secured asset-based revolver, and achieving
sufficient add-on commitments under the senior secured second-lien
facility.  The add-on senior secured second lien will have the
same collateral package and guarantors as the existing senior
secured second lien facility.

The B3 corporate family rating reflects these characteristics
which are incorporated into Moody's automotive supplier rating
methodology:

   Factor 1 -- Dura Automotive benefits from its size in the
      automotive supplier sector, with revenues of approximately
      $2.3 billion.  The company also benefits from geographic
      diversification and somewhat from the product diversity
      added by the recreational vehicle business.  These factors
      are offset by the current competitive pricing environment
      and Dura Automotive's high customer concentrations within
      the domestic OEMs.

   Factor 2 -- Dura Automotive has experienced lackluster revenue
      growth over the past several years averaging approximately
      0.2%.  Some incremental revenue growth could begin to occur
      by 2007 when recent program awards begin to take effect,
      but overall volumes for these new programs remain
      uncertain.

   Factor 3 -- Profitability remains weak, and adversely affects
      the company's rating prospects.  Moody's expects that the
      impact of the company's restructuring efforts will only
      take effect over time, and meaningful margin improvement
      may not occur until late 2007.  Moreover, if market demand
      for certain key platforms further weakens, labor efficiency
      could decrease placing further pressure on operating
      performance.  As such, Dura Automotive's ratings are
      unlikely to achieve significant benefit under this factor
      during the near term.

   Factor 4 -- Dura Automotive experienced negative free cash
      flow in 2005, driven primarily by the underperformance of
      its operations.  Negative free cash flow is expected to
      continue in 2006 as the company executes its restructuring
      plan.

   Factor 5 -- Dura Automotive's next major debt maturity is in
      2009 when $524 million of the company's senior subordinated
      notes come due.  This maturity represents a significant
      portion of the company's debt structure, and will require
      future refinancing.  The ability to execute such a
      refinancing will be contingent on successful implementation
      of the restructuring plan, and this feature of the
      company's capital structure weakens the company's
      consideration under this factor.  In the near term, the
      incremental liquidity provided by the proposed second lien
      add-on will assist the company in funding and executing the
      restructuring.

   Factor 6 -- The weakness of Dura's key credit metrics
      adversely affects the company's rating under the automotive
      methodology.  At year-end 2005, the company maintained
      approximately 7.2x debt/EBITDA and negative 4.9% free cash
      flow/debt.

Factors that could result in lower ratings include: EBITDA margins
falling below 6%, EBIT margins falling below 2%, continued
negative free cash flow generation, weakening liquidity or further
deterioration in EBIT/interest coverage.

Factors that could lead to higher ratings include: EBIT margins
sustained at a minimum of 7-8%, Debt/EBITDA falling below 6.0x,
EBIT/Interest expense increasing above 1.3x, sustaining positive
free cash flow, and an improved liquidity profile.

Dura Automotive, headquartered in Rochester Hills, Michigan,
designs and manufactures components and systems primarily for the
global automotive industry including driver control systems,
structural door modules, glass systems, seating control systems,
exterior trim systems, and mobile products.  Annual revenues
approximate $2.3 billion.


DURA OPERATING: S&P Lowers Sr. Unsecured Rating to CCC from CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' senior secured
rating and '1' recovery rating on Dura Operating Corp.'s
second-lien term loan, which is being increased by $75 million to
$225 million.  The recovery rating indicates the high expectation
of full recovery of principal in the event of a payment default.
     
At the same time, the senior unsecured rating on the company was
lowered to 'CCC' from 'CCC+', because of the increase in higher
ranking secured debt.
     
The 'B-' corporate credit rating on Dura Automotive Systems Inc.
(Dura), the parent of Dura Operating Corp., was affirmed.
Rochester Hills, Michigan-based Dura, a manufacturer of automotive
components, has total debt of about $1.2 billion.  The outlook is
negative.
     
Although the company's debt levels will rise, proceeds from the
upsized term loan will provide important liquidity support as Dura
embarks upon an ambitious restructuring program.  The cash costs
of the restructuring are expected to reach $100 million over the
next two years.
      
"Dura's operating results have been under pressure in the very
challenging environment facing automotive suppliers, who have to
contend with cyclical demand, tough competition, volatile raw-
material costs, and a concentrated customer base that has
substantial purchasing power," said Standard & Poor's credit
analyst Martin King.

Furthermore, the company's earnings weakened in 2005, in part
because of reduced vehicle production from its two largest
customers and unfavorable changes to its product mix.  Meanwhile,
in the RV market, a decrease in Class A motor homes has hurt
Dura's high margin RV related sales.
     
EBITDA fell almost 20% and free cash flow was negative for the
year.  These earnings pressures will continue in 2006, given the
company's weak organic growth and the continued difficult industry
conditions, including:

   * the high costs of raw materials;
   * uncertain vehicle production levels;
   * shifting customer market shares; and
   * the possibility of labor strife.
     
Dura's balance sheet is also highly leveraged, and credit
protection measures are weak.
     
The ratings could be lowered if:

   * Dura encounters difficulties in completing the restructuring
     plans; or

   * if industry conditions weaken further.  

On the other hand, the outlook could be revised to stable if
market conditions improve and the restructuring plans lead to
stronger earnings and cash flow.


EAGLEPICHER HOLDINGS: Wants to Walk Away from Busche Contract
-------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Southern District of Ohio for
permission to reject an executory contract between EaglePicher
Automotive, Inc., and Busche Enterprise Div., Inc

On Jan. 6, 2005, EP Automotive and Busche Enterprise Div., Inc.,
entered into that agreement pursuant to which Busche sells flanges
to EP Automotive.  The contract, which is still in effect, had a
five-year term or 300,000 units of goods.

EP Automotive has determined that by manufacturing the goods in-
house, it can reduce costs.  The Debtors believe that the
agreement will not benefit their estates and have decided to
reject it.

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


EL PASO CORP: Incurs a $633 Million Net Loss in 2005
----------------------------------------------------
El Paso Corporation (NYSE: EP) reported a $633 million net loss
for the year ended Dec. 31, 2005, compared with a $947 million net
loss for 2004.  

El Paso's two core businesses of pipelines and exploration and
production generated earnings before interest expense and taxes of
$1.92 billion in 2005.

Financial results for 2005 were impacted by, among other things:

     -- $968 million of losses and impairments on assets and
        investments, of which $177 million relate to international
        power assets included in discontinued operations;

     -- $875 million of gains from the sales of assets and  
        investments, of which $394 million relate to a gain from
        the sale of El Paso's South Louisiana gathering and
        processing assets included in discontinued operations;

El Paso reduced debt, net of cash, by $1 billion to $16.1 billion
at Dec. 31, 2005.  The company maintains a strong liquidity
position with approximately $2.3 billion of available cash and
borrowing capacity as of Dec. 31, 2005.

For the three months ended Dec. 31, 2005, El Paso reported a net
loss of $172 million, compared with a net loss of $542 million for
the same period in 2004.  

"With El Paso's turnaround complete, we enter 2006 with a great
deal of opportunity and momentum," said Doug Foshee, El Paso's
president and chief executive officer.  "No company is better
positioned to develop the natural gas infrastructure that will be
needed in the United States and Mexico.  Our E&P business has a
solid multi-year inventory of projects that are economic at $5.50
per MMBtu natural gas prices and position us to grow reserves and
production organically.  We look forward to delivering on the 2006
plan we announced on January 18."

                        About El Paso Corp.

Headquartered in Houston, Texas, El Paso Corporation --
http://www.elpaso.com/-- provides natural gas and related energy  
products in a safe, efficient, and dependable manner.  The company
owns North America's largest natural gas pipeline system and one
of North America's largest independent natural gas producers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service placed under review for possible upgrade
the ratings on the debt and supported obligations of El Paso
Corporation and its subsidiaries.  These rating actions reflect
the prospect of EP reducing more than previously expected amount
of debt in the near future, the company's progress in reducing its
business risks and contingent liabilities, and signs of recovery
in its production operations.  These positive factors, combined
with a large available cash balance, help to improve the outlook
for its near-term liquidity and its credit profile overall.

On Review for Possible Upgrade:

   Issuer: ANR Pipeline Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: Colorado Interstate Gas Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: El Paso CGP Company

      * Subordinated Regular Bond/Debenture, Placed on Review for
        Possible Upgrade, currently Caa3

   Issuer: El Paso Capital Trust II

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Capital Trust III

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Corporation

      * Corporate Family Rating, Placed on Review for Possible
        Upgrade, currently B3

      * Speculative Grade Liquidity Rating, Placed on Review for
        Possible Upgrade, currently SGL-3

      * Preferred Stock Shelf, Placed on Review for Possible
        Upgrade, currently (P)Ca

      * Senior Secured Bank Credit Facility, Placed on Review for
        Possible Upgrade, currently B3

      * Subordinated Conv./Exch. Bond/Debenture, Placed on Review
        for Possible Upgrade, currently Caa3

      * Subordinated Shelf, Placed on Review for Possible
        Upgrade, currently (P)Caa3

   Issuer: El Paso Energy Capital Trust I

      * Preferred Stock, Placed on Review for Possible Upgrade,
        currently Caa3

   Issuer: El Paso Exploration & Production Company

      * Corporate Family Rating, Placed on Review for Possible
        Upgrade, currently B3

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

   Issuer: El Paso Natural Gas Company

      * Issuer Rating, Placed on Review for Possible Upgrade,
        currently B1

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1

   Issuer: El Paso Tennessee Pipeline Co.

      * Preferred Stock 2 Shelf, Placed on Review for Possible
        Upgrade, currently (P)Ca

   Issuer: Tennessee Gas Pipeline Company

      * Senior Unsecured Regular Bond/Debenture, Placed on Review
        for Possible Upgrade, currently B1


EMPIRE DISTRICT: Gets $226M Loan to Fund Point Power Project
------------------------------------------------------------
The Empire District Electric Company (NYSE: EDE) signed a contract
to be a part owner of the 665-megawatt, coal-fired Plum Point
Power Plant located near Osceola, Arkansas.  The plant is
scheduled to be completed in 2010.  Empire will initially own 50
megawatts at a cost of approximately $87 million without AFUDC.  
Empire also entered into a purchased power agreement for an
additional 50 megawatts with an option to convert the 50 megawatts
covered by the purchased power agreement into an ownership
interest in 2015.

"Our long-term, least-cost resource plan calls for the addition of
approximately 300 megawatts of coal-fired generation by mid 2010,"
Brad Beecher, Vice President -- Energy Supply, stated.  "This need
is driven in part by the expiration in 2010 of our 162-megawatt
purchased power contract with Westar Energy.  Continued robust
growth in our service area plus the desire to reduce our
dependence on natural gas-fired generation also contributes to the
need for additional coal generation."

Mr. Beecher continued, "The addition of Plum Point, combined with
our planned 100-megawatt participation in Iatan 2, is a good step
in meeting our long-term goal to continue to provide reliable
service at a competitive price."

Empire believes the investment in Plum Point is practical and
beneficial.  It dovetails nicely to help fill the void left by the
Westar agreement that is set to expire and furthers the Company's
mission to maintain a balanced generation portfolio of coal,
natural gas, and renewables.  Construction is set to begin in
March 2006.

Empire has increased its $150 million, five-year unsecured credit
agreement to $226 million, with the additional $76 million to be
allocated to support a letter of credit issued in connection with
its participation in the Plum Point project.

The project is being developed by Plum Point Energy Associates,
LLC, a wholly owned affiliate of LS Power Associates, LP, of St.
Louis, Missouri.  Partners in the project in addition to Empire
include:

     * Plum Point Energy Associates, LLC;
     * East Texas Electric Cooperative, Inc.; and
     * Missouri Joint Municipal Electric Utility Commission.

             About Empire District Electric Company

Based in Joplin, Missouri, The Empire District Electric Company --
http://www.empiredistrict.com/-- is an investor-owned utility  
providing electric service to approximately 162,000 customers in
southwest Missouri, southeast Kansas, northeast Oklahoma, and
northwest Arkansas.  The Company also provides fiber optic and
Internet services, customer information software services, and has
an investment in close-tolerance, custom manufacturing.  Empire
provides water service in three incorporated Missouri communities.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'BBB' corporate
credit rating on integrated electric utility Empire District
Electric Co. and removed it from CreditWatch, where it was placed
with negative implications on Sept. 22, 2005.  The outlook is
negative.

In addition, the rating on Empire's:

   * senior unsecured debt was affirmed at 'BBB-';

   * first mortgage bonds were affirmed at 'A-' because of over-
     collateralization; and

   * preferred stock was affirmed at 'BB+'.

Empire's short-term corporate credit and commercial paper ratings
were affirmed at 'A-2'.

Joplin, Missouri-based Empire had about $410 million in debt and
trust-preferred securities outstanding as of Sept. 30, 2005.

The rating on Empire was removed from CreditWatch after Standard &
Poor's met with company management to discuss the company's
acquisition of a gas distribution utility in Missouri for $84
million plus closing adjustments and assessing the assets being
acquired.  The rating was also removed from CreditWatch after
Standard & Poor's reviewed the acquisition proceeding pending
before the Missouri Public Service Commission, and analyzed an
updated financial forecast that incorporates the gas utility and
the effect of higher commodity prices on the company's cash flow
relative to the level in current rates.


EPICOR SOFTWARE: S&P Rates Proposed $175 Million Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Irvine, California-based Epicor Software Corp.  
At the same time, Standard & Poor's assigned its 'B+' rating,
with a recovery rating of '3', to Epicor's proposed $175 million
senior secured bank facility, which will consist of:

   * a $75 million revolving credit facility (due 2009); and
   * a $100 million term loan (due 2012).
     
The bank loan rating, which is the same as the corporate credit
rating, along with the recovery rating, reflect Standard & Poor's
expectation of meaningful (50%-80%) recovery of principal by
creditors in the event of a payment default or bankruptcy.  The
proceeds from this facility will be used to refinance existing
debt and to add to liquidity.  Existing debt was primarily used to
fund the recent $121 million acquisition of CRS Retail Technology
Group Inc., which bolstered Epicor's presence in the rapidly
growing specialty retail vertical.  The outlook is positive.
      
"The ratings reflect Epicor's second-tier presence in a highly
competitive and consolidating industry, rapid growth, and limited
track record operating at current revenue levels," said Standard &
Poor's credit analyst Ben Bubeck.  These are only partially offset
by:

   * a solid presence within its mid-market niche;

   * a largely recurring revenue base across a broad customer
     base; and

   * moderate debt leverage for the rating.
     
Epicor is a provider of enterprise software applications and
services designed to increase operating efficiency and
productivity by automating key business processes, such as:

   * accounting,
   * inventory management, and
   * payroll.

In addition to core enterprise resources planning software, Epicor
also offers extensions to these core functions, such as customer
relationship management and supply chain management software.  Pro
forma for the proposed bank facility, Epicor had approximately
$170 million of operating lease-adjusted total debt as of
December 2005.


FIRST VIRTUAL: Liquidating Trustee Gets Court OK to Tap Bachecki
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Gregory Sterling, the Liquidating Trustee of First Virtual
Communications, Inc., and CUseeMe Networks, Inc., permission to
employ Bachecki, Crom & Co., LLP, as his accountant.

As reported in the Troubled Company Reporter on Feb. 13, 2006, the
Liquidating Trustee expects Bachecki Crom to:

   a) prepare and file tax returns;

   b) prepare wage claim withholding computations and payroll tax
      returns;

   c) prepare tax projections and perform tax analysis, if
      necessary;

   d) analyze tax claims filed in the Debtors' case, if
      necessary;

   e) analyze the tax impact of potential transactions, if
      necessary;

   f) analyze and testify as to avoidance issues, if necessary;

   g) prepare a solvency analysis, if necessary;

   f) serve as Liquidating Trustee's general accountant; and

   g) consult with the Liquidating Trustee and the Liquidating
      Trustee's counsel as to those matters during the
      administration of First Communications Liquidating Trust.

Jay D. Crom, a partner of Bachecki Crom, disclosed that the firm's
professionals bill:

           Position                 Hourly Rate
           --------                 -----------
           Partners                 $310 - $360
           Senior Accountant        $235 - $340
           Junior Accountant        $110 - $255

To the best of the Liquidating Trustee's knowledge, Bachecki Crom
does not hold an interest adverse to the estate, and is a
"disinterested person" as required by Section 327(a) of the
Bankruptcy Code.

As reported on Dec. 14, 2005, in the Troubled Company
Reporter, the Hon. Thomas E. Carlson of the U.S. Bankruptcy Court
for the Central District of California confirmed the Amended Joint
Plan of Reorganization filed by First Virtual Communications,
Inc., CUseeMe Networks, Inc., and the Official Committee of
Unsecured Creditors on Nov. 28, 2005.  That confirmed plan
breathed life into the Liquidating Trust for which Mr. Sterling
serves as the Liquidating Trustee.

                       About First Virtual

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate - CuseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FOOT LOCKER: Earns $96MM of Net Income in Fourth Fiscal Quarter
---------------------------------------------------------------
Foot Locker, Inc. (NYSE: FL) reported its financial results for
its fourth quarter and full year ended Jan. 28, 2006.

                      Fourth Quarter Results

Net income increased 7.0% to $96 million from $89 million last
year.  Included in this year's results was a credit of $3 million,
from insurance proceeds related to Hurricanes Katrina, Rita and
Wilma, net of related income tax expense.  

Also recorded in this year's fourth quarter, was net income of
$6 million, resulting from a reduction of the Company's income
tax valuation allowance primarily due to actions taken to utilize
international tax loss carry forwards.  

As a result, the Company's effective income tax rate for this
year's fourth quarter was approximately 32%, in line with the
comparable period of last year.

For the fourth quarter period, sales increased 1.9% to
$1,564 million this year compared with sales of $1,535 million for
the corresponding prior year period.  Fourth quarter comparable-
store sales increased 3.9%.

                        Full Year Results

Full year net income was $264 million, compared with $293 million
last year.

Net income for 2005 includes $1 million from discontinued
operations, and for 2004 net income includes $38 million from
discontinued operations.

Excluding the income from discontinued operations, the Company's
income from continuing operations in 2005 increased 1.8% to
$263 million $255 million last year.  

Full year sales increased 5.6% to $5,653 million, compared with
sales of $5,355 million last year.  Comparable-store sales
increased 2.7%.

"Our financial results in 2005 reflected solid sales and profit
gains posted by our combined North American businesses, which were
partially offset by declines in certain international markets,"
Matthew D. Serra, Foot Locker, Inc.'s chairman and chief executive
officer stated.  

"In total, we generated an 8.3% increase in pre-tax income and
effectively continued to implement our strategic priorities.  We
are also encouraged that we were able to strengthen our financial
position further, while also redeploying additional cash to
benefit our shareholders."

                        Financial Position

At the end of the year, the Company's cash position, net of debt,
stood at $261 million, a $134 million improvement versus last
year.  

The Company utilized cash during 2005 to fund these initiatives:

   * $163 million in its capital expenditure program;
   * $35 million of long-term debt was repaid;
   * $26 million contribution to its pension plans;
   * $49 million in dividends to common shareholders;
   * $35 million to repurchase 1.6 million shares of common stock.

                      Store Count Highlights

The Company opened 119 new stores during the year,
remodeled/relocated 316 stores, and closed 165 stores.  The
closings include 25 that were impacted by Hurricanes Katrina, Rita
or Wilma, most of which the Company will strive to reopen in 2006.  
At Jan. 28, 2006, the Company operated 3,921 stores in 20
countries in North America, Europe and Australia.

                           2006 Outlook

The Company plans to focus its efforts on continuing to increase
the productivity of its existing business while also pursuing its
growth strategies.  

Capital expenditures are planned at $190 million, an increase of
17% versus 2005.  The Company plans to open approximately 175 new
stores, remodel and relocate 350 stores, and close 110 stores.

Headquartered in New York City, Foot Locker, Inc. (NYSE: FL) --
http://www.footlocker-inc.com/-- retails athletic footwear and  
apparel.  The company operates approximately 3,900 athletic retail
stores in 17 countries in North America, Europe and Australia
under the brand names Foot Locker, Footaction, Lady Foot Locker,
Kids Foot Locker, and Champs Sports.

                         *     *     *

Foot Locker Inc.'s 8.5% Senior Unsecured debts carry Standard &
Poor's Ratings Service's BB+ rating, which S&P rated on
Mar. 29, 2002.


FUTURE MEDIA: GE Capital Consents to Cash Collateral Use
--------------------------------------------------------
Future Media Productions, Inc., asks the U.S Bankruptcy Court for
the Central District of California in San Fernando Valley to
approve a stipulation authorizing the use of cash collateral
securing repayment of its debts to General Electric Capital
Corporation and SLA Incorporated.

The Debtor owes GE approximately $5.4 million on account of a
prepetition loan.  The loan is secured by a first priority lien
and security interest on substantially all of the Debtors' assets.  
SLA asserts an $850,000 claim against the Debtor's estate, which
is secured by an alleged second priority interest in the Debtor's
assets.

Pursuant to the stipulation, GE allows the Debtor to use its cash
collateral from Feb. 14, 2006 to April 17, 2006.  As adequate
protection for the use of cash collateral, the Debtor grants GE a
continuing security interest on the Collateral and its other
encumbered assets.

GE allows the Debtor to use its cash collateral provided that the
Debtor will enter into an agreement with an auctioneer for the
sale of substantially all of its assets by Feb. 19, 2006.  The
auctioneer is required to sell the Debtors assets for net proceeds
of at least $7.6 million.
                
As reported in the Troubled Company on Mar. 13, 2006, the
Bankruptcy Court approved an agency agreement between the Debtor
and Maynards Industries Ltd.  Maynards will oversee the sale of
the Debtor's assets.

Todd M. Arnold, Esq., at Levene, Neale, Bender, Rankin & Brill,
LLP, explains that the Debtor should be allowed to use cash
collateral despite SLA's objection since the creditor will still
be adequately protected by a substantial equity cushion and
replacement liens.  Mr. Arnold says that after consideration of
GE's liens, SLA has an equity cushion of approximately 163%.

The papers filed with the Bankruptcy Court don't show how the
Debtor intends to spend GE's cash collateral, nor does the Cash
Collateral order place any budgetary limits on the Debtors'
postpetition spending.  

                       About Future Media

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


FUTURE MEDIA: Taps Susan Tregub as Special Corporate Counsel
------------------------------------------------------------
Future Media Productions, Inc., asks the U.S. Bankruptcy Court for
the Central District of California in San Fernando Valley for
permission to retain Susan H. Tregub, Esq., a Professional
Corporation, as its special corporate counsel.

Ms. Tregub has acted as the Debtors' special corporate counsel
since November 2005.  She charges $375 per hour for her services.

Ms. Tregub is expected to advise the Debtor and its bankruptcy
counsel, Levene, Neale, Bender, Rankin & Brill LLP, with regard
to:

     -- general corporate and other matters of law outside Levene
        Neale's expertise.

     -- any securities issues arising in the Debtor's bankruptcy
        case;

     -- any officer and director liability issues that may arise
        in the Debtor's bankruptcy case; and

     -- any existing litigation related to securities law.

Ms. Tregub informs the Bankruptcy Court that she received a
$25,000 prepetition retainer from the Debtor.  As of the petition
date the retainer had a $19,375 balance.

Ms. Tregub assures the Bankruptcy Court that she does not hold any
interest adverse to the Debtor's estate and that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Tregub can be reached at:

       17554 Weddington Street
       Encino, California 91316
       Phone: (818) 679-9278
       Fax: (818) 474-8522  

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


GENESCO INC: S&P Raises Credit Facility's Ratings to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee-based Genesco Inc. to positive from stable.
At the same time, the bank loan and recovery ratings on Genesco's
senior secured credit facility are raised to 'BB' from 'BB-' and
to '1' from '2', reflecting the rating agency's expectation of
full recovery in the event of default.  All other ratings,
including the company's 'BB-' corporate credit rating, are
affirmed.
      
"The outlook revision is based on Genesco's improved operating
results in the fiscal year ended Jan. 28, 2006, increasing
business diversity following the successful integration of Hat
World, as well as strengthening credit protection measures," said
Standard & Poor's credit analyst Ana Lai.
     
The speculative-grade ratings on Genesco Inc. continue to reflect:

   * the high business risk stemming from the company's
     participation in the intensely competitive footwear retailing
     industry;

   * its aggressive growth strategy; and

   * substantial fashion risk.

These risks are tempered by an improving financial profile and a
more diversified business profile.
     
Genesco's retail operations, which account for the bulk of total
revenues, face numerous competitors, including:

   * department stores,
   * discount stores, and
   * other specialty chains.

However, Genesco continues to achieve solid operating results.
Comparable-store sales at its footwear business increased 9% in
the fourth quarter and 7% in the fiscal year ended Jan. 28, 2006,
driven by the good execution of its merchandising strategies as
well as positive trends in the footwear industry.  The core
Journeys division achieved a comparable-store sales increase of
10% in the fourth quarter and 7% in the fiscal 2005 because of the
good acceptance of its products by its core teenage and young
adult customer base.

Operating margins expanded in the quarter due to positive expense
leverage from solid sales gains and the higher gross margin, with
this measure increasing to 19.6% in fiscal 2005 from 18.7% one
year ago.


GMAC COMMERCIAL: Fitch Holds CCC Rating on $3.8MM Class P Certs.
----------------------------------------------------------------
Fitch upgraded and removed from Rating Watch Positive GMAC
Commercial Mortgage Securities, Inc.'s, mortgage pass-through
certificates, series 2001-C2, as:

   -- $34 million class B to 'AAA' from 'AA+'
   -- $11.3 million class C to 'AAA' from 'AA'
   -- $15.1 million class D to 'AAA' from 'A+'
   -- $9.4 million class E to 'AAA' from 'A'
   -- $15.1 million class F to 'AA+' from 'BBB+'
   -- $10.4 million class G to 'AA-' from 'BBB'
   -- $9.4 million class H to 'A+' 'BBB-'
   -- $23.6 million class J to 'BBB' from 'BB+'
   -- $5.7 million class K to 'BBB-' from 'BB'
   -- $5.7 million class L to 'BB+' from 'BB-'

In addition, Fitch upgrades these classes:

   -- $11.3 million class M to 'BB' from 'B+'
   -- $3.8 million class N to 'B+' from 'B'


Fitch also affirms these classes:

   -- $73 million class A-1 at 'AAA'
   -- $437.7 million class A-2 at 'AAA'
   -- Interest-only class X-1 at 'AAA'
   -- Interest-only class X-2 at 'AAA'
   -- $3.8 million class O at 'B-'

The $3.8 million class P remains 'CCC'.  Fitch does not rate the
$11.1 million class Q.

The rating upgrades reflect increased credit enhancement due to:

   * payoffs,
   * loan amortization, and
   * defeasance since the last Fitch rating action.

As of the February 2006 distribution date, the pool's aggregate
certificate balance has decreased 9.4% to $684.2 million from
$754.9 million at issuance.  Seven loans (9.1%) have defeased to
date.

Currently, there is one loan (0.2%) that is in special servicing.
The loan is secured by a multi-family property in Mesquite, Texas,
and is 90+ days delinquent.  The special servicer is negotiating
with a buyer for the sale of the note.  Based on the offer price,
Fitch projects losses upon disposition, which will be absorbed by
non-rated class Q.


GRANITE BROADCASTING: Insufficient Funds Cue S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Granite
Broadcasting Corp., including its long-term corporate credit
rating, to 'CCC-' from 'CCC', acknowledging that the company
currently has insufficient funds to meet its upcoming interest
payment.  The outlook is negative.  The New York-based TV
broadcaster had approximately $435 million of debt outstanding on
Dec. 31, 2005.
     
"The rating action recognizes that Granite's cash balances have
eroded and that, absent asset sales or changes to its capital
structure, the company will not have enough cash to make its
upcoming interest payment," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.
     
The next interest payment is due on June 1, 2006.  The WB
Network's decision to cease operations in September 2006 has made
the pending sales of Granite's two WB-network-affiliated TV
stations much less certain.  Asset sale proceeds were expected to
be used to help fund the company's operating needs.
     
The rating on Granite reflects:

   * very high financial risk from its marginal liquidity;
   * onerous and expensive capital structure; and
   * discretionary cash flow deficits.

These factors are minimally offset by Granite's ownership of
profitable major-network-affiliated TV stations.
     
Granite recently hired a financial advisor to help it explore
strategic alternatives, including potential financing options and
capital restructuring alternatives.  Standard & Poor's remains
concerned that because Granite's portfolio of assets generated
approximately $15 million of EBITDA in 2005 and its debt burden is
more than $400 million, a potential asset sale or cash infusion
will only be a temporary liquidity remedy.


GREIF INC: Earns $33.4 Mil. of Net Income in First Fiscal Quarter
-----------------------------------------------------------------
Greif, Inc. (NYSE: GEF; GEF.B), disclosed its financial results
for its first quarter of 2006, which ended on Jan. 31, 2006.

Michael J. Gasser, Chairman and Chief Executive Officer,
commented, "We are pleased with our first quarter performance,
especially given the challenging market conditions.  Solid
improvement in operating profit for Industrial Packaging &
Services was partially offset by lower anticipated results in
Paper, Packaging & Services.  Benefits from the Greif Business
System mitigated the adverse impact of higher energy and
transportation costs during the quarter.  We believe fundamentals
in our markets are improving.  As these positive developments are
fully realized, Greif will be positioned for a successful 2006
fiscal year."

                      Consolidated Results

Net Sales

Reported net sales were $582.3 million in the first quarter of
2006 compared to $582.6 million in the first quarter of 2005.    
Positive comparisons in the Industrial Packaging & Services
($0.7 million) and Timber segments ($0.2 million) were offset by a
decline in the Paper, Packaging & Services segment ($1.2 million).   
Net sales increased 5 percent, excluding the impact of foreign
currency translation, from the same quarter last year.  This
increase is evenly split between overall improvement in selling
prices and volumes.

Gross Profit

Gross profit was $89.7 million, or 15.4 percent of net sales, in
the first quarter of 2006 versus $88.7 million, or 15.2 percent of
net sales, in the first quarter of 2005.  Raw material costs were
generally lower for steel, containerboard and old corrugated
containers (OCC) and higher for resin.  The overall benefits to
the gross profit margin related to raw material costs and the
Greif Business System were significantly offset by higher energy
and transportation costs compared to the same quarter of 2005.

Selling, General & Administrative (SG&A) Expenses

SG&A expenses were $59.5 million, or 10.2 percent of net sales, in
the first quarter of 2006 compared to $59.7 million, or 10.3
percent of net sales, in the first quarter of 2005.  Management
continues to focus on the Company's controllable costs.

Operating Profit

Operating profit before special items was $31.9 million in the
first quarter of 2006 compared with $31.3 million in the first
quarter of 2005.  The increase in the Industrial Packaging &
Services segment ($6.6 million) was partially offset by a decline
in the Paper, Packaging & Services ($5.3 million) and Timber
segments ($0.6 million).  There were $5.5 million and $7.2 million
of restructuring charges and $31.6 million and $8.1 million of
timberland gains during the first quarter of 2006 and 2005.

GAAP operating profit was $58.0 million in the first quarter of
2006 compared with GAAP operating profit of $32.2 million in the
first quarter of 2005.

Net Income and Diluted Earnings Per Share

Net income before special items was $17.4 million in the first
quarter of 2006 compared to $14.5 million in the first quarter
of 2005.  Diluted earnings per share before special items were
$0.60 versus $0.50 per Class A share and $0.90 versus $0.76 per
Class B share in the first quarter of 2006 and 2005.

The Company had GAAP net income of $33.4 million in the first
quarter of 2006 versus net income of $15.1 million in the first
quarter of 2005.

                      Restructuring Charges

The Company had $5.5 million of restructuring charges during the
first quarter of 2006.  These charges were primarily the result of
closing two industrial packaging operating locations in the United
Kingdom and a corrugated container location in the United States.  
In addition, severance costs were incurred due to the elimination
of certain administrative positions.

                     Financing Arrangements

Net debt outstanding was $370.2 million at Jan. 31, 2006,
compared to $325.2 million at Oct. 31, 2005 and $430.0 million
at Jan. 31, 2005.  Net debt is long-term debt plus short-term
borrowings less cash and cash equivalents.  Net debt is higher
than at fiscal year-end primarily due to the seasonality of the
Company's business, coupled with changes in working capital and
the net impact of property, plant and equipment transactions.  
GAAP long-term debt was $457.4 million at Jan. 31, 2006, compared
to $430.4 million at Oct. 31, 2005, and $477.1 million at
Jan. 31, 2005.

Interest expense was $9.7 million and $10.1 million in the first
quarter of 2006 and 2005.  Lower average debt outstanding was
partially offset by higher interest rates during the first quarter
of 2006 compared to the first quarter of 2005.

                      Capital Expenditures

Capital expenditures were $12.6 million, excluding timberland
purchases of $35.5 million, in the first quarter of 2006 compared
with capital expenditures of $8.7 million during the first quarter
of 2005.  There were no timberland purchases in the first quarter
of 2005.

For fiscal 2006, capital expenditures are expected to be
approximately $75 million, excluding timberland purchases, which
would be approximately $25 million below the Company's anticipated
depreciation expense of approximately $100 million.

                 Stock Repurchases and Dividends

During the first quarter of 2006, the Company repurchased
50,000 shares of Class A Common Stock pursuant to its stock
repurchase program.  The Board of Directors authorized the
Company to purchase up to two million shares of the Company's
Class A or Class B Common Stock or any combination thereof.  
As of Jan. 31, 2006, the Company had repurchased 1,027,224
shares, including 626,476 shares of Class A Common Stock and
400,748 shares of Class B Common Stock, under this program.  
The total cost of the shares repurchased since 1999, when this
program commenced, through Jan. 31, 2006 was $37.9 million.

The Company paid $6.8 million of dividends to its Class A and
Class B stockholders in the first quarter of 2006 compared to
$4.5 million for the same period last year.  This represents an
increase of approximately 50 percent per share for both classes of
the Company's common stock compared to the first quarter of 2005.

                             Outlook

Industry fundamentals are expected to continue to improve
throughout fiscal 2006.  There have been encouraging signs
recently in the containerboard market following a period of
declining prices most of the past year.  It is anticipated that
pressures related to higher energy and transportation costs in the
Company's businesses will be more than offset by additional
savings from the Greif Business System.  

Greif, Inc. -- http://www.greif.com/-- is the world leader in   
industrial packaging products and services.  The Company provides
extensive experience in steel, plastic, fibre, corrugated and
multiwall containers and protective packaging for a wide range of
industries.  Greif also produces containerboard and manages timber
properties in North America.  Greif is strategically positioned in
more than 40 countries to serve global as well as regional
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Greif, Inc., to 'BB+' from 'BB' and its
subordinated debt rating to 'BB-' from 'B+'.  At Oct. 31, 2004,
the Delaware, Ohio-based manufacturer of industrial packaging
products had approximately $523 million in total debt outstanding,
including receivable securitizations and the present value of
operating leases.  S&P said the outlook is stable.


HARBORVIEW TRUST: Moody's Places Ba2 Rating on Class 2-B4 Certs.
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the Group 2
senior certificates issued by HarborView Mortgage Loan Trust
2006-CB1 Mortgage Loan Pass Through Certificates Series 2006-CB1,
and ratings ranging from Aa2 to Ba2 to the subordinate
certificates in the deal.

The certificates are backed by Countrywide Home Loans, Inc
originated adjustable-rate negative amortization Alt-A mortgage
loans.  The ratings are based primarily on the credit quality of
the loans, and on the protection from subordination.  Moody's
expects collateral losses to range from 1.10% to 1.30%.

Countrywide Home Loans Servicing LP will service the loans.
Moody's considers Countrywide Home Loans Servicing LP a highly
capable servicer of Prime/Alt-A loans.

The complete rating actions are:

             HarborView Mortgage Loan Trust 2006-CB1

                   * Class 2-A1A, Assigned Aaa
                   * Class 2-A1B, Assigned Aaa
                   * Class 2-A1C, Assigned Aaa
                   * Class 2-A2, Assigned Aaa
                   * Class 2-A-R, Assigned Aaa
                   * Class 2-X, Assigned Aa2
                   * Class 2-PO, Assigned Aa2
                   * Class 2-B1, Assigned Aa2
                   * Class 2-B2, Assigned A2
                   * Class 2-B3, Assigned Baa2
                   * Class 2-B4, Assigned Ba2


HARDWOOD P-G: Hires Langley & Banack as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas in San
Antonio authorized Hardwood P-G, Inc., and its debtor-affiliates
to retain Langley & Banack, Incorporated, as their Bankruptcy
Counsel.

Langley & Banack will give the Debtors legal advice with respect
to their duties and powers as debtors-in-possession, such as:

     a) preparing and filing the initial petitions, all associated
        schedules and statements, and all other necessary and
        appropriate documents required by applicable law in
        connection with the initiation and maintenance of a
        chapter 11 case;

     b) representing the Debtors, as needed and required, in
        connection with the chapter 11 cases;

     c) appearing at all hearings where the Debtors' attorney is
        required to appear;

     d) assisting in the formulation, drafting, filing and
        confirmation of a Plan of Reorganization;

     e) taking actions necessary to preserve and protect the
        Debtors' assets, including estimation of claims against
        the estates if appropriate; and

     f) performing other legal services that the Debtors may
        request in their bankruptcy cases.

Davis S. Gragg, Esq., and Steven R. Brook, Esq., at Langley &
Banack will serve as lead attorneys in this case.  Mr. Gragg and
Mr. Brook bill $350 per hour for their services.  The current
standard hourly rates of Langley & Banack's paralegals range from
$75 to $125 per hour.

Mr. Gragg tells the Bankruptcy Court that his firm received a
$150,000 retainer from the Debtors.  

To the best of Mr. Gragg's knowledge, his firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term is defined in Section 10(14) of the
Bankruptcy Code.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--  
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg, Esq., and
Steven R. Brook, Esq., at Langley & Banack, Inc., represent the
Debtors.  When the Debtor filed for protection from its creditors,
it listed $37 million in total assets and $80,417,456 in total
debts.                 


HARDWOOD P-G: Secures DIP Financing from Webster and Citizens
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized Hardwood P-G, Inc., and its debtor-affiliates to obtain
postpetition financing from Webster Business Credit Corporation
and Citizens Business Credit Corporation.

Webster and Citizens are the Debtors' secured creditors pursuant
to a prepetition Revolving Credit and Security Agreement dated
March 3, 2005.  The lenders made advances and other financial
accommodations for the Debtors under the agreement.  To secure
repayment of the loans, the Debtors granted Webster, as Agent,
security interests in substantially all of their assets.

The Debtors asked to continue making advances under the loan
agreement to maintain and fund their business operations.  The
Debtors will use any postpetition loans obtained from Webster and
Citizens in accordance with a 10-week budget, a copy of which is
available for free at http://researcharchives.com/t/s?69b

Any postpetition advances made under the loan agreements will have
superpriority status over other administrative expenses.  In
addition, the Debtors grant Webster and Citizens first priority
liens and security interest on all their unencumbered assets and a
junior lien on estate property subject to a lien.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--  
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg, Esq., and
Steven R. Brook, Esq., at Langley & Banack, Inc., represent the
Debtors.  When the Debtor filed for protection from its creditors,
it listed $37 million in total assets and $80,417,456 in total
debts.


HOVNANIAN ENT: Earns $81.4MM of Net Income in First Fiscal Quarter
------------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) reported its financial
results for the first quarter ended Jan. 31, 2006.

The company earned $81.4 million of net income on $1.3 billion in
total revenues for the quarter ended Jan. 31, 2006.  Net income in
the first quarter of fiscal 2005 was $81.5 million on total
revenues of $1.1 billion.

        Highlights for the Quarter Ended January 31, 2006

   -- Earnings for the trailing twelve months ended Jan. 31, 2006,
      represent an after-tax return on beginning common equity of
      36.7% and an after-tax return on beginning capital of 21.1%;

   -- The dollar value of net contracts for the first quarter,
      including unconsolidated joint ventures, increased 22% to
      $1.3 billion, compared to $1.0 billion in last year's first
      quarter.  The number of net contracts, including
      unconsolidated joint ventures, in the first quarter rose to
      3,624 contracts, an 11.9% increase from last year's first
      quarter;

   -- Contract backlog as of Jan. 31, 2006, including
      unconsolidated joint ventures, was 14,125 homes with a sales
      value of $4.9 billion, up 82% from the sales value of
      contract backlog at Jan. 31, 2005; and

   -- The Company's ratio of net recourse debt-to-capitalization
      at Jan. 31, 2006 was 47.3%.

Consolidated deliveries in the first quarter of fiscal 2006 were
3,845 homes with an aggregate sales value of $1.2 billion.  

This compares to consolidated deliveries of 3,266 homes in the
first quarter of fiscal 2005 with an aggregate sales value of
$1.0 billion.  

In the first quarter of fiscal 2006, the Company delivered 585
homes in unconsolidated joint ventures, compared with 22 homes in
last year's first quarter.  

The number of active selling communities on Jan. 31, 2006,
excluding unconsolidated joint ventures, was 371 compared with 293
at the end of the same period last year.

Homebuilding gross margin in the first quarter of 2006, after
interest expense included in cost of sales, was 24.3%, up 50 basis
points from 23.8% on a comparable basis in last year's first
quarter.  

Income before income taxes increased during the fiscal 2006 first
quarter to $135.2 million compared with $131.9 million in the
first quarter of fiscal 2005, despite recognizing approximately
$3.3 million of pretax expenses associated with non-cash employee
stock option expense.  

Total stockholders' equity grew 47% to $1.9 billion at Jan. 31,
2006, from $1.3 billion at the end of the fiscal 2005 first
quarter.

"We are pleased to report first quarter results at the top of our
guidance range," Ara K. Hovnanian, President and Chief Executive
Officer of the Company said.  

"Despite the negative impact of Hurricane Wilma's landfall on
Florida in October of last year and the subsequent delays that we
have incurred in permitting, along with shortfalls in both
materials and labor in several of our markets, we were able to
deliver a record 3,845 homes in the first quarter on a
consolidated basis."

"During recent months, market conditions in many of our more
highly-regulated markets, including California, Florida,
Washington, D.C., and the Northeast, have cooled from their
previous white hot levels, with respect to both sales pace and
price increases," Mr. Hovnanian continued.  

"We commented on this slower sales pace in early December when we
reported our year-end earnings.  While conditions in these markets
have improved from the period between Thanksgiving and the end of
January, which is traditionally a slow seasonal period, they
remain slower than they were during the comparable time frame a
year ago."

"Fortunately, our broad price and product diversity, as well as
our geographic mix, are helping to temper the effects of the
slowing market that some builders are experiencing," Mr. Hovnanian
continued.  

"In certain markets where investors in new homes and condos have
been more prevalent over the past few years, it now appears that
such investors are no longer contributing to demand, but instead
are adding to supply as they list their condos and homes for
resale."

"As a result, we have seen an increase in the level of resale
listings in several of our markets.  However, we expect that sales
of new homes will rebound in these markets once the overhang of
investor resales is cleared out."

"Our view is supported by our experience in the Orange County,
California market, where this exact pattern occurred about a year
ago.  Our outlook is also bolstered by the difficult regulatory
conditions in many of these markets, which have resulted in
significant price appreciation over the past several years and
have caused new home permits to be far less than these markets
experienced in the mid 1980's."

"These markets remain at new home production and sales levels well
below the pace of job creation and population growth.  Despite
slower sales conditions during our first quarter, we were able to
report a solid 22% increase in the dollar value of our net
contracts for the quarter - evidence of our ability to continue to
gain market share."

"And some of our less-regulated markets, such as Dallas, Houston
and the major North Carolina metropolitan markets, are actually
strengthening modestly as the job picture continues to improve in
those areas," Mr. Hovnanian stated.

"Over the past five years, we have achieved a 57% compound annual
growth rate in earnings per share," J. Larry Sorsby, Executive
Vice President and Chief Financial Officer said.  

"This phenomenal level of earnings growth ranked us 10th in the
Fortune 500 last year.  We expect to post earnings growth and
continued strong performance in 2006 and in future years, but at a
more measured pace than the extraordinary rate of growth we
achieved over the past few years."

"This expectation of a healthy but slower pace of growth is
reflected in our projections for fiscal 2006 earnings, which we
are maintaining in the range of $8.05 to $8.40 per fully diluted
common share."

"This range of earnings would represent a 12% to 17% increase over
our 2005 earnings and a return on beginning equity above 30%.  Our
2006 projections reflect the slower market conditions that we are
experiencing currently, as evidenced by a 140 to 190 basis point
projected decline in our consolidated homebuilding gross margin
and a lower projected number of deliveries from California than we
achieved in fiscal 2005."

"While our contract backlog is very strong, regulatory and
production delays are contributing to a significant weighting of
our fiscal 2006 deliveries toward the second half of the year,
with an especially large number of deliveries projected for our
fourth quarter," Mr. Sorsby continued.  

"Our first quarter earnings were only about 15% of our projected
earnings for the year, and we are expecting 2006 second quarter
earnings to be in the range of $1.55 to $1.80 per fully diluted
common share, representing only 19% to 22% of our projected
earnings for the full year," stated Mr. Sorsby.

"We are satisfied that both our sales and deliveries were healthy
in our first quarter, which is seasonally the most difficult time
of year to get a clear reading on current demand for new homes in
most of our markets," Mr. Hovnanian said.  

"Our sales teams are well-prepared as the spring selling season
begins in earnest this month.  Traffic at our communities has
started to improve again, but in today's environment we must work
harder to sell homes, not just take orders."

"We are also well positioned for earnings growth during the
remainder of 2006, with a $4.9 billion contract backlog as we
start the second quarter."

The major challenges for achieving our 2006 projections relate
primarily to construction of the homes that are in our contract
backlog, particularly in Florida, where in spite of the production
delays that we are currently experiencing, we expect to deliver
approximately 20% of our total home closings in 2006."  

"We are also focused on continuing to generate sales that will
lead to 2007 deliveries.  While we expect margins on new sales
to be lower as many markets return to a normal, healthy sales
environment, without the positive effects of pent-up price
increases that have benefited our margins over the past several
years, we see no evidence of a 'bubble bursting."  

"Most importantly, we are continuing to take market share, as
evidenced by our growth in sales contracts and our increasing
number of active communities.  As a result, we believe we will
continue to grow revenues and profits in 2007, even if the sales
pace per community continues at a slower pace," Mr. Hovnanian
concluded.

                   About Hovnanian Enterprises

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.  
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Forecast
Homes, Parkside Homes, Brighton Homes, Parkwood Builders, Windward
Homes, Cambridge Homes, Town & Country Homes, Oster Homes and
First Home Builders of Florida.  As the developer of K.
Hovnanian's Four Seasons communities, the Company is also one
of the nation's largest builders of active adult homes.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Fitch Ratings assigned a 'BB+' rating to Hovnanian Enterprises,
Inc.'s (NYSE: HOV) $250 million senior unsecured notes due 2016.
The rating outlook is stable.

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service assigned a Ba1 to the new issue of
$250 million of senior notes of K. Hovnanian Enterprises, Inc.  
At the same time, Moody's affirmed all of the company's existing
ratings, including the corporate family rating and the ratings on
the company's existing senior notes at Ba1, senior subordinated
notes at Ba2, and Ba3 on its preferred stock.  Moody's said the
ratings outlook is stable.


INTEGRATED DISABILITY: Wants to Retain Godwin Pappas as Counsel
---------------------------------------------------------------
Integrated DisAbility Resources, Inc., ask the U.S. Bankruptcy
Court for the Northern District of Texas for permission to retain
Godwin Pappas Langley Ronquillo LLP, as its bankruptcy counsel.

Godwin Pappas will:

   a) advise the Debtor of its rights, powers, and duties as
      debtor and debtor-in-possession;

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of actions commenced against
      the Debtor, the negotiation of disputes in which the Debtor
      is involved and the preparation of objections to claims
      filed against the estate;

   c) prepare on behalf of the Debtor, as debtor-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and papers in connection with the administration of
      the estate;

   d) draft, negotiate and prosecute on behalf of the Debtor a
      plan of the liquidation of the Debtor's estate, the related
      disclosure statement(s), and any revisions, amendments,
      etc., relating to the foregoing documents, and all related
      materials;

   e) perform all other necessary legal services in connection
      with this chapter 11 case and any other bankruptcy related
      representation that the Debtor require; and

   f) handle all litigation, discovery and other matters for the
      Debtor arising in connection with the chapter 11 case.

Vincent P. Slusher, Esq., a Godwin Pappas partner, will bill the
Debtor $360 per hour for his work.  Mr. Slusher discloses the
firm's professionals bill:

       Professional            Position          Hourly Rate
       ------------            --------          -----------
       Keith Langley           Partner              $340
       Cynthia W. Cole         Associate            $210
       Seth Moore              Associate            $210
       Teresa Barerra          Paralegal            $115

Godwin Pappas received a total of $73,288 prepetition retainer in
connection with the firm's representation of the Debtor.  As of
the bankruptcy filing, the Firm holds a $124,588 retainer, which
will be applied to fees and expenses incurred in the course of the
Debtor's chapter 11 proceeding.

The Debtor believes that Godwin Pappas is a "disinterested person"
as that term is defined in section 101(14) of the Bankruptcy Code.

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and  
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on
Feb. 10, 2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia
Williams Cole, Esq., and Vincent P. Slusher, Esq., at Godwin
Pappas Langley Ronquillo LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $1 million to $10 million in assets
and $10 million to $50 million in debts.


ISTAR FINANCIAL: Reports 4th Quarter & Full-Year Financial Results
------------------------------------------------------------------
iStar Financial Inc. reported $92.2 million of adjusted earnings
allocable to common shareholders for the fourth quarter 2005,
compared to $98.4 million for the fourth quarter 2004.  Net income
allocable to common shareholders for the fourth quarter was $68
million compared with $115 million for the fourth quarter of 2004.

Adjusted earnings represent net income computed in accordance with
GAAP, adjusted for preferred dividends, depreciation, depletion,
amortization and gain (loss) from discontinued operations.

The Company announced that during the fourth quarter, it closed a
record 33 new financing commitments for a total of $1.67 billion,
of which $1.04 billion was funded during the quarter.  In
addition, the Company funded $114.7 million under pre-existing
commitments and received $558.0 million in principal repayments.

Cumulative repeat customer business totaled $8.7 billion at
Dec. 31, 2005.    

For the quarter ended Dec. 31, 2005, the Company generated returns
on average book assets and average common book equity of 5.1% and
19.0%, respectively.  For the quarter, the Company's debt to book
equity plus accumulated depreciation, depletion and loan loss
reserves, as determined in accordance with GAAP, was 2.1x.

Jay Sugarman, iStar Financial's chairman and chief executive
officer, said, "Setting a new commitment record this past quarter
is a solid demonstration that our custom-tailored capital strategy
works even in very challenging markets.  It is also a testament to
the hard work and dedication of our experienced team of real
estate professionals."

                    Fiscal Year 2005 Results

Adjusted earnings allocable to common shareholders for the year
ended Dec. 31, 2005 were $382.3 million, compared to $266.7
million for the period ended Dec. 31, 2004.  Net income allocable
to common shareholders for the year ended Dec. 31, 2005 was $239.6
million compared with $205.8 million for the year ended Dec. 31,
2004.

Mr. Sugarman said, "Our full-year 2005 financing volumes show the
continued expansion of our franchise during the year despite the
competitive factors in the high-end commercial real estate market.  
During the year, we focused on controlling those aspects of our
business that we could control.  We strengthened our platform,
expanded our auto loan and lease program through our AutoStar
subsidiary and began to see the potential in our investment in Oak
Hill Advisors.  In summary, we believe our financing platform and
capabilities have never been stronger.  The additions to our
business model that we completed during the year put us firmly on
track for what we believe will be continued solid performance over
the next five years."

Mr. Sugarman added, "We are committed to a strong and growing
dividend as a hallmark of our company.  Including the dividend
increase we announced earlier today, we've grown our dividend by
5% annually for the last four years.  Since becoming a public
company in 1998, we've paid approximately $1.7 billion in common
share dividends, or $18.74 per common share."

Mr. Sugarman concluded, "Our goal -- and our record -- has been to
grow the dividend annually while maintaining a significant safety
cushion between adjusted earnings and dividends.  Many in our
growing group of retail shareholders, and our own management team,
make iStar stock a cornerstone of their net worth and count on
that dividend every quarter.  We have been able to grow our
dividend consistently because historically our free cash flow has
closely paralleled reported adjusted earnings, giving us
significant coverage of the dividend from free cash flow."

                     Capital Markets Summary

During the fourth quarter, the Company issued $250 million of
5.80% senior unsecured notes due 2011, and $225 million of senior
unsecured floating rate notes due 2009 bearing interest at a rate
per annum equal to 3-month LIBOR plus 0.55%.  The net proceeds of
the issuances were used to repay outstanding indebtedness under
the Company's unsecured revolving credit facility.

During the first quarter 2006, the Company issued $500 million of
5.65% senior unsecured notes due 2011 and $500 million of 5.875%
senior unsecured notes due 2016.  In addition, the Company
extended the final maturity date on its secured credit facility by
two years to January 2008 and reduced its maximum principal amount
to $500 million from $700 million.

Catherine D. Rice, iStar Financial's chief financial officer,
said, "Last year we achieved a number of significant milestones
that helped us compete during a challenging year and position us
well for the long-term.  During the year, through a very
disciplined strategy, we were successful in transitioning our
business to an unsecured funding model.  We completed three
successful unsecured bond offerings, upsized our unsecured credit
facility, eliminated three secured lines of credit and repaid our
STARs asset-backed notes.  All of these actions are consistent
with our long-term goals and representative of our position as a
premier investment grade finance company."

Ms. Rice concluded, "The 2005 results show that we made
significant progress last year in strengthening the balance sheet.  
We are pleased that our hard work is being recognized and that
iStar has now received upgrades from all the major ratings
agencies since the beginning of this year."

As of Dec. 31, 2005, the Company had $1.2 billion outstanding
under $2.2 billion in credit facilities. Consistent with its match
funding policy under which a one-percentage point change in
interest rates cannot impact adjusted earnings by more than 2.5%,
as of Dec. 31, 2005, a 100 basis point increase in rates would
have decreased the Company's adjusted earnings by 0.77%.

                            About iStar

iStar Financial -- http://www.istarfinancial.com/-- is the      
leading publicly traded finance company focused on the commercial   
real estate industry.  The Company provides custom-tailored   
financing to high-end private and corporate owners of real estate   
nationwide, including senior and junior mortgage debt, senior and   
mezzanine corporate capital, and corporate net lease financing.    
The Company, which is taxed as a real estate investment trust,   
seeks to deliver a strong dividend and superior risk-adjusted   
returns on equity to shareholders by providing the highest quality   
financing solutions to its customers.  

                         *     *     *  

As reported in the Troubled Company Reporter on Feb. 9, 2006,
Moody's Investors Service upgraded iStar Financial Inc.'s senior
unsecured ratings to Baa2, from Baa3, with a stable outlook.  This
action concludes Moody's review of iStar's ratings, which were
placed under review in Nov. 2005.

According to the rating agency, the rating upgrade is based on:

   -- the significant reduction in secured debt and growth of
      unencumbered assets in late 2005;

   -- consistent, sound operating performance;

   -- maintenance of solid asset quality;

   -- appropriate leverage given asset risk characteristics and
      concentrations; and

   -- increase in portfolio size and sector leadership.

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Fitch Ratings upgraded iStar Financial Inc.'s senior unsecured
debt rating to 'BBB' from 'BBB-'.  Fitch also raised iStar's
preferred stock rating to 'BB+' from 'BB'.  Fitch said the Rating
Outlook is Stable.  This action affects $4.2 billion of
securities.


J.L. FRENCH: Court Okays Hiring of Ordinary Course Professionals
----------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
sought and obtained permission from the U.S. bankruptcy Court for
the District of Delaware to employ ordinary course professionals.

The Debtors retain attorneys, accountants and other professionals
in the ordinary course of their business operations for services
unrelated to their Chapter 11 cases, including but not limited to,
general corporate, accounting, auditing, tax, and litigation
matters.

Given the number of ordinary course professionals that they
regularly retain, the Debtors proposed to employ the Professionals
without requiring each Professional to separately file
applications for employment and compensation with the Court.

The Debtors will be paying the Professionals a monthly fee not
exceeding $7,000.

Although some of the Professionals may hold minor amounts of
unsecured claims regarding prepetition services rendered, the
Debtors do not believe that any of the Professionals have an
interest materially adverse to them, their creditors or other
parties-in-interest.

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.


LIQUIDMETAL TECHNOLOGIES: Releases 2005 Fourth Quarter Financials
-----------------------------------------------------------------
Liquidmetal(R) Technologies Inc. (OTCBB: LQMT) reported its
financial results for the fourth quarter ended Dec. 31, 2005.

Revenue for the fourth quarter was $5.5 million compared to
$4.3 million in the third quarter of 2005, an increase of
$1.2 million or 28%.

"We are very pleased with the revenue growth during the fourth
quarter.  Our 28% growth exceeded the 20% growth that we had
targeted at the company," John Kang, Chairman of Liquidmetal
Technologies stated.

"We saw solid development in our business as both segments of our
business saw good demand growth.  This follows a solid third
quarter growth as well."

"We are very encouraged by our increased revenues and expect this
trend to continue.  We experienced good growth in the orders from
our key customers, Samsung, SanDisk, Vertu and Motorola throughout
the quarter."

"The most significant of the orders was the order for antennas
from Motorola.  This was a project that we have been working on
for close to a year."

"We finally received the purchase order and put it into production
in December.  This marks a new major product category for us."

"We expect an increase in business as these key customers will be
continuing with the projects they currently have and will be
adding new projects in the coming quarters."

Bulk Alloy revenues were $3.5 million for the fourth quarter
compared to $2.8 million in the third quarter, an increase of
$700,000, which is primarily attributable to the introduction of
new products by its customers.

Loss before interest expense, discontinued operations, impairment
of long-lived assets and expensing of options was $300,000
compared to $600,000 in the prior quarter.

Coatings revenues were $2.0 million for the fourth quarter
compared to $1.5 million in the prior quarter, showing growth of
33% in business.  Income before interest expense and discontinued
operations was $600,000 compared to $400,000 in the prior quarter,
which also shows stable profitability.

During the quarter, selling general and administrative costs was
$2.0 million compared to $2.4 million in the third quarter, a
decrease of $400,000 or 17%.  This decrease was due primarily to
company's efforts to manage costs.  Research and development costs
came in at $300,000 compared to $200,000 in the third quarter.

The Company had a loss from operation of $2.6 million in the
fourth quarter against $2.0 for the third quarter, an increase of
$600,000 million, which was due to an impairment charge of
$1.1 million for inventory of raw material which is not expected
to be used within the next 12 months.

While having an operating loss, the company had a net income of
$1.7 million in the fourth quarter compared to a net loss of
$2.3 million in the third quarter.

This was mainly due to an accounting treatment for the beneficial
conversion feature of the convertible notes issued in the third
quarter of this year.  Accounting for this feature will also cause
a positive restatement to the third quarter financial results of
$1.0 million which will be amended to reflect this item.

"While I have been in my position for only two months, it is
exciting to see the improvements we are making in the company,"
Commenting on the operations, Mr. Salas, President and CEO, noted.

"In the fourth quarter, we saw the evidence of the turn we have
made in our business.  We saw solid revenue growth which will
continue into the first quarter."

"Our operating expenses were maintaining at the level that was
expected and is sustainable.  As a result, we actually saw the
combined business units of the bulk alloy and coatings have a
positive contribution of $300,000."

"Due to the improved performance of our business units, we were
able to maintain our cash position of $1.4 million at the end of
the year, slightly higher than at the end of the third quarter."

"As revenues continue to increase this quarter with increased
utilization of our plant, we expect to see continued improvement
in our business.  I am excited to be on board and help the company
reach its potential."

                       Going Concern Doubt

Stonefield Josephson expressed substantial doubt about
Liquidmetal's ability to continue as a going concern after it
audited the Company's 2003 and 2004 financial statements.  The
auditing firm pointed to the Company's significant operating
losses and working capital deficit.

On Nov. 23, 2005, Stonefield Josephson informed Liquidmetal that
it will cease to act as the Company's independent registered
public accounting firm upon the completion of their review of the
Company's interim unaudited financial statements as of and for the
three and nine-month periods ended Sept. 30, 2005.

                        About Liquidmetal

Liquidmetal Technologies -- http://www.liquidmetal.com/-- is the   
leading developer, manufacturer, and marketer of products made
from amorphous alloys. Amorphous alloys are unique materials that
are characterized by a random atomic structure, in contrast to the
crystalline atomic structure possessed by ordinary metals and
alloys.  Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling
significant improvements in products across a wide array of
industries.  The combination of a super alloy's performance
coupled with unique processing advantages positions Liquidmetal
alloys for what the company believes will be The Third
Revolution(TM) in material science.


KMART CORP: Philip Morris & HNB's Multi-Million Claims Draw Fire
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 28, 2005,
Philip Morris Capital Corporation and HNB Investment Corp.
asserted that Kmart Corporation's proposal to amend its objections
to their Claims is inappropriate.

Jeremy C. Kleinman, Esq., at Quarles & Brady LLP, in Chicago,
Illinois, argues that allowing Kmart to amend its Objections two
years after the Claims were filed and 19 months after the
Objection Deadline is inexcusable and prejudicial at this late
stage of the bankruptcy proceedings.

Mr. Kleinman says that for over two years after they filed their
Claims, the Claimants have been forced to wait for the opportunity
to litigate the merits of their claims and the timely filed
objections.  During the two-year period, the Claimants have
watched the value of the shares of Kmart Holding Company stock,
and now Sears Holding Company stock, ascend to heights at
$161.30 per share, only to see this stock subsequently shed over
20% of its value.  Millions of shares have been distributed to
creditors, providing each with 85% of the allotted shares to be
received on account of their claims.  These creditors have been
free to protect themselves from risk associated with the market
forces controlling the distributions.  The Claimants, however,
have been without the ability to do so while their Claims remain
disputed.

By the very terms of its own Plan, Kmart sought and was granted
270 days to craft its objections to the Claims.  PMCC and HNB,
therefore, should not be subjected to further delay as a result of
Kmart's determination, after almost two years of inattentiveness
and undue delay, to examine the Claims in an effort to
substantiate additional objections, Mr. Kleinman contends.

According to William J. Barrett, Esq., at Barack Ferrazzano
Kirschbaum Perlman & Nagelberg LLP, in Chicago, Illinois, the
contested claim litigation between Kmart Corporation and Philip
Morris Capital Corporation and HNB Investment Corp. arises out of
Kmart's rejections of 10 transactions under which Kmart sold --
and then leased back -- various properties which PMCC and HNB are
the "equity holders".  PMCC and HNB now seek approximately
$30,370,000 in damages that, they claim, result from the
rejections.

The bulk of the Claimants' damages are sought under two indemnity
provisions that are part of the overarching sale/lease-back
transaction:

   (1) Kmart agreed to indemnify PMCC and HNB for certain tax-
       based liabilities.  PMCC and HNB assert $21,080,000 in
       tax-based damages under this provision.

   (2) Kmart agreed to indemnify PMCC and HNB for certain "out-
       of-pocket" losses that may arise from the operation of the
       leased properties or the Transaction.  PMCC and HNB assert
       $8,860,000 in equity-based damages under that provision.

As a threshold matter, Mr. Barrett says, PMCC and HNB are not
entitled to any of the damages they seek because the cap imposed
by Section 502(b)(6) of the Bankruptcy Code on the "claim[s] of a
lessor for damages resulting from the termination of a lease"  
applies to their claims.  But even if the Section 502 cap were not
to apply, Mr. Barrett argues that the damages Claimants seek are
grossly overstated in any case:

   (1) The provision pursuant to which PMCC and HNB seek their
       equity-based damages explicitly precludes the recovery of
       those damages.

   (2) As for the Claimants' tax-based damages, the amount
       necessary to make PMCC and HNB whole on a tax basis is in
       fact less than $2,000,000.

"Granting [PMCC and HNB] an allowed claim in the $21.08 million
amount that they seek for their tax-based damages would provide
them with an enormous windfall," Mr. Barrett says.

On the other hand, PMCC and HNB insist that Kmart has a duty to
indemnify them:

   -- for the loss of their outstanding equity investment; and

   -- based on the unanticipated forgiveness of certain non-
      recourse debt, and its consequent inclusion in their gross
      income for federal and state tax purposes.

PMCC and HNB assert that their claims represent the actual damages
they suffered and represent the correct articulation of the claims
for damages to which they are entitled as a result of Kmart's
rejection of the Participation Agreement and the two Tax
Indemnification Agreements.  "None of Kmart's objections to these
claims warrants a denial or reduction of these Claims, and each is
insufficient as a matter of law."

PMCC and HNB ask the U.S. Bankruptcy Court for the Northern
District of Illinois to allow their claims in full.

                        Motions in Limine

Kmart asks the Court to:

   -- pursuant to Federal Rule of Evidence 408, exclude all
      evidence related to the agreement Kmart entered to resolve
      certain other claims filed by Verizon Capital Corporation,
      in that the evidence may not be used for the purposes of
      establishing Kmart's liability regarding the contested
      claims filed by PMCC and HNB;

   -- preclude the introduction of any parol evidence relating to
      the negotiation history of the Sale/Lease-Back Transaction
      that was executed on May 4, 1995, among Kmart, PMCC and
      HNB; and

   -- exclude any document that PMCC and HNB may seek to
      introduce into evidence at trial that is responsive to any
      of the document requests Kmart previously propounded on
      PMCC and HNB, but that the Claimants did not produce.

PMCC and HNB, on the other hand, ask the Court to prohibit counsel
for Kmart and all witnesses called on Kmart's behalf at the trial
to refrain from attempting to offer any evidence, testimony,
remark, statement or argument that:

   1. PMCC is only entitled to tax indemnity damages that "make
      PMCC whole" as the purported "make whole" standard is not
      the standard in either of the Tax Indemnity Agreements and
      that standard is inconsistent with the specific provisions
      of both Tax Indemnity Agreements; or

   2. PMCC's damages under the Tax Indemnity Agreements are to be
      reduced by the discounted present value of future tax
      liabilities that PMCC would have incurred had the
      properties not been lost through deeds in lieu of
      foreclosure, as those deductions are not included in the
      formula for determining tax indemnity obligations under the
      Tax Indemnity Agreements, and, in fact, those deductions
      are inconsistent with the specific terms of the Tax
      Indemnity Agreements; or

   3. PMCC's damages under the Tax Indemnity Agreements are equal
      to zero with respect to any property that was subject to a
      like-kind exchange transaction, as that calculation is  
      inconsistent with the specific provisions of the Tax
      Indemnity Agreements.

The parties object to each other's requests and ask the Court to
deny each other's motions in limine.

PMCC and HNB point out that Kmart seeks to exclude several facts
that bear heavily on the principal merits of the contested matter.  
Specifically, PMCC and HNB note, Kmart seeks to avoid:

   * any evidence that demonstrates the parties' intent in
     entering into agreements;

   * the fact that on an industry-wide basis, similar documents
     have been interpreted consistent with Claimants' assertions;

   * recognition of the fact that Kmart has previously
     acknowledged that those claims fall outside the scope of
     Section 502(b)(6); and

   * the fact that the like-kind exchange effectuated by the
     Claimants imposed real, substantial and immediate costs on
     the Claimants.

Moreover, PMCC and HNB assert that as a matter of law, the
evidence which Kmart seeks to offer regarding the like-kind
exchange transaction should be barred by the Court as PMCC had no
duty to mitigate damage where the contract contains a liquidated
damages clause as do the Tax Indemnity Agreements and the
Participation Agreement.

Kmart, for its part, argues that PMCC and HNB do not actually seek
to exclude "evidence," but rather seek to preclude Kmart from
making the very legal argument that is the core of their dispute.  
Kmart contends -- consistent with the express terms of the Tax
Indemnification Agreements -- that Claimants are at most entitled
to a measure of damages that would give them the benefit of their
bargain, rather than the significant windfall they would receive
if their claim were allowed in its stated amount.  According to
Kmart, PMCC and HNB seek to disregard that contractual language
and want to prevent Kmart from even presenting its basic case
about what the contract means.

                       Motions for Judgment

The parties filed motions for judgment in their favor.  Both
parties asked the Court to deny each other's requests.

                         *     *     *

The hearing has been continued several times.  As of March 6,
2006, no order has been entered on the Court docket.

                            About Kmart

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


KMART CORP: Settles Infringement Lawsuit Against Pendleton Woolen
-----------------------------------------------------------------
Pendleton Woolen Mills has settled infringement lawsuit against
Kmart Corp. over bed sheets that Pendleton alleged violated its
rights in the PENDLETON and Teepee Logo trademarks.

Pendleton, a leading apparel, blanket, and home products company
with roots dating back more than 140 years in Oregon, filed a
federal lawsuit in November 2005, seeking an injunction to bar
Kmart from selling the bed sheets.

In response to the lawsuit, Kmart cooperated with Pendleton and
promptly withdrew the bed sheets from the marketplace.  Kmart also
paid Pendleton an undisclosed sum, acknowledged Pendleton's
trademark rights, and agreed to donate the remaining inventory of
bed sheets to charity.

"Protecting our valuable intellectual property is an important
aspect of our ongoing promise to consumers to offer high-quality
products," says Mort Bishop III, President of Pendleton Woolen
Mills.  "The PENDLETON name and Teepee Logo signify the company's
authentic and historic reputation."

"Our consumers and retail customers know and respect Pendleton's
products, and when necessary, we will take appropriate steps to
protect and preserve our brand," says Mr. Bishop.

                          About Pendleton

Pendleton Woolen Mills is a privately held company that owns and
operates two woolen mills in the Pacific Northwest, both of which
manufacture Pendleton apparel and home products.  Pendleton
products are available at select department stores, specialty
stores and more than 70 Pendleton retail stores nationwide.
Pendleton's merchandise can also be ordered online at the
company's Web Site: http://www.pendleton-usa.com/or in  
Pendleton's seasonal catalogs.

Pendleton was represented in the trademark dispute by Mike
Heilbronner, of IdeaLegal, P.C. in Portland, Oregon.

                            About Kmart

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


LBI MEDIA: S&P Rates Proposed $260 Million Credit Facilities at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' bank loan
rating and a recovery rating of '2' to LBI Media Inc.'s proposed
$260 million secured credit facilities, indicating an expectation
of a meaningful (80%-100%) recovery of principal in the event of a
payment default.  Borrowings under the proposed facilities are
expected to be used to refinance existing debt.
     
The 'B' long-term corporate credit rating was affirmed.  The
outlook is stable.  The Burbank, California-based radio and TV
broadcaster had approximately $364 million in total debt
outstanding at Dec. 31, 2005.
     
"The rating on LBI reflects its high leverage, cash flow
concentration in a small number of large Hispanic markets, intense
competition for audiences and advertisers from much larger rivals
and nontraditional media, and the potential for additional
debt-financed acquisitions," said Standard & Poor's credit analyst
Alyse Michaelson Kelly.
     
These risks are only partially offset by:

   * the margin and discretionary cash flow potential inherent in
     broadcasting;

   * station asset values; and

   * broadly favorable Spanish-language advertising trends.

LBI is analyzed on a consolidated basis with its ultimate parent
company, LBI Holdings I Inc.


LION CITY: Chapter 15 Petition Summary
--------------------------------------
Petitioner: Lion City Run-Off Private Limited
            80 Raffles Place
            #33-00 UOB Plaza 1
            Singapore 048624

Debtor: Lion City Run-Off Private Limited
        80 Raffles Place
        #33-00 UOB Plaza 1
        Singapore 048624

Case No.: 06-10461

Type of Business: The Debtor is an insurance company that is
                  currently in run-off.  In a run-off, insurance
                  companies cease writing new business and seek to
                  determine, settle and pay all liquidated claims
                  of their insureds as they arise.

                  To shorten the company's run-off period and
                  reduce administrative costs, the company
                  proposed a scheme of arrangement under English
                  and Singaporean law.  The Scheme provides for
                  the restructuring of the company's contractual
                  rights and the orderly wind-up of the company's
                  business.  The company says that it's solvent
                  and the anticipates that all claims addressed by
                  the Scheme will be paid in full.

                  On Feb. 23, 2006, the requisite majorities of
                  Scheme Creditors voted in favor of the Scheme.  
                  The Petitioner says that it will submit the
                  Scheme to the High Court of Justice of England
                  and Wales and to the High Court of Singapore for
                  their approval.

                  If the Scheme is sanctioned by the High Courts,
                  it would be binding on all Scheme Creditors
                  wherever located.

Chapter 15 Petition Date: March 15, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Howard Seife, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, New York 10112
                      Tel: (212) 408-5361
                      Fax: (212) 541-5369

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


MARSHALL CREEK: List of 4 Largest Unsecured Creditors
------------------------------------------------------
The Town of Marshall Creek, Texas filed a list of its 4 Largest
Unsecured Creditors with the U.S. Bankruptcy Court for the Eastern
District of Texas:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Trinity River Authority       Trade Debt                $155,867
of Texas
5300 South Collins
P.O. Box 60
Arlington, TX 76004

Armstrong & Associates        Trade Debt                 $67,459
P.O. Box 12204
Dallas, TX 75225

First State Bank Bank         Loan                       $49,506
P.O. Box 48                   Value: $5,000
Stratford, TX 79084

Millican Well Service, LLC    Trade Debt                 $10,502
P.O. Box 820487
Fort Worth, TX 76182-0487

The Town of Marshall Creek, Texas filed for chapter 9 protection
on Jan. 23, 2006 (Bankr. E.D. Texas).  Gerrit M. pronske, Esq., at
Pronske & Patel, P.C., represents Marshall Creek in its
restructuring efforts.  When Marshall Creek filed for protection
from its creditors, it estimated assets and debts between $100,000
and $500,000.


MAYTAG CORP: Whirlpool Merger Deal Cleared by Canadian Bureau
-------------------------------------------------------------
Whirlpool Corporation (NYSE: WHR) and Maytag Corporation's (NYSE:
MYG) proposed merger has been cleared by the Competition
Bureau of Canada (Bureau).  The Bureau, an independent law
enforcement agency, concluded that it has no grounds upon which to
challenge the proposed merger under Canada's Competition Act.  In
reaching its conclusion, the Bureau has determined that the
proposed merger will not give rise to a substantial lessening or
prevention of competition in relation to any relevant market in
Canada.  The Bureau's decision follows a thorough review,
including extensive industry contacts.

"We are pleased with the decision of the Competition Bureau.  We
believe the Bureau's decision recognizes that the global home-
appliance industry is open and competitive," said Jeff M. Fettig,
Whirlpool's chairman and CEO.  "This transaction will result in
better products, quality and service, as well as cost
efficiencies, which will enhance our ability to succeed in the
competitive global home-appliance industry.  Consumers will
benefit from a combined Whirlpool and Maytag business."

"Maytag is pleased with today's decision by the Canadian
Competition Bureau," Ralph F. Hake, Maytag's chairman and CEO
said.  In our view, this decision reinforces the fact that this
merger is pro-competitive and is certainly in the best interest of
our company, our brands and our shareholders."

On Feb. 13, 2006, Whirlpool and Maytag agreed with the Antitrust
Division of the U.S. Department of Justice to a limited extension
of time to complete the review of the proposed acquisition of
Maytag by Whirlpool.  The companies have agreed not to close the
transaction before March 30, 2006, without the Division's
concurrence.  Whirlpool and Maytag are working closely with the
Division and continue to cooperate fully with its
investigation and respond promptly to its inquiries.

                         About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/--   
manufactures and markets major home appliances, with annual sales
of over $14 billion, 68,000 employees, and nearly 50 manufacturing
and technology research centers around the globe.  The company
markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other major brand names to consumers in more than 170 countries.

                          About Maytag

Headquartered in Newton, Iowa, Maytag Corporation --
http://www.maytag.com/-- manufactures and markets home and    
commercial appliances.  Its products are sold to customers
throughout North America and in international markets.  The
corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Dec. 31, 2005, Maytag Corp.'s balance sheet showed a
stockholders' deficit of $187 million, compared to a $75 million
deficit at Jan. 1, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Standard & Poor's Ratings Services held its ratings on home
appliance manufacturer Maytag Corp. on CreditWatch with developing
implications, including its 'BB+' corporate credit rating.
     
These ratings were originally placed on CreditWatch with negative
implications on May 20, 2005, following an investor group led by
private equity firm Ripplewood Holdings LLC's May 19, 2005,
agreement to acquire Maytag for $14 per share, plus the assumption
of debt, which represented a transaction value of $2.1 billion.
The CreditWatch status was revised to developing on July 18, 2005,
following Whirlpool Corp.'s (BBB+/Watch Neg/A-2) higher competing
bid.
     
Newton, Iowa-based Maytag had about $970 million of debt
outstanding at Dec. 31, 2005.


MCDERMOTT INT'L: Balance Sheet Upside-Down by $83 Mil. at Dec. 31
-----------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported net income of
$36.1 million for the 2005 fourth quarter compared to reported net
income of $42.5 million for the corresponding period in 2004.

Both periods exclude the results of operations of The Babcock &
Wilcox Company, which was deconsolidated from McDermott's reported
results from February 2000 through February 2006.

McDermott's revenues in the fourth quarter of 2005 were
$398.6 million, compared to $473.7 million in the corresponding
period in 2004, reflecting decreases at both consolidated
segments.

Operating income was $55.5 million in the 2005 fourth
quarter, compared to the 2004 fourth quarter operating income of
$72.5 million, which included a net benefit of $54.7 million of
specially identified items in last year's quarter.

With B&W's revised chapter 11 settlement, which is now effective,
McDermott suspended recording the quarterly non-cash adjustment
associated with B&W's previously negotiated settlement in the
third quarter of 2005.

In the fourth quarter of 2004, McDermott recorded an after-tax
revaluation expense of $9.5 million associated with this
adjustment.

"The fourth quarter culminated a very successful 2005 for our
Company," Bruce W. Wilkinson, Chairman of the Board and Chief
Executive Officer of McDermott said.

"McDermott reported full-year consolidated earnings per share of
$2.72, increased backlog at all of our major subsidiaries and
resolved B&W's Chapter 11 reorganization."

"Beginning in March, McDermott's financial statements will once
again include B&W's results in our Power Generation Systems
segment, and will reflect our strong position in the coal, nuclear
and oil & gas markets."

For the full year 2005, McDermott generated revenues of
$1.86 billion and produced operating income of $225 million,
compared to $1.92 billion and $145.9 million, respectively, for
the full year 2004.

Net income for the full year 2005 was $198.0 million, which
included a $50.4 million tax valuation allowance benefit.  For the
full year 2004, McDermott's net income was $61.6 million.

               Marine Construction Services Segment

Revenues in the Marine Construction Services segment were
$253.0 million in the 2005 fourth quarter, compared to
$317.2 million for the same period a year ago.

The year-over-year decrease in revenues resulted primarily from
lower fabrication activity in the Gulf of Mexico, Middle East and
Caspian regions, as well as lower marine activity in the Gulf of
Mexico, partially offset by increased revenues from international
marine projects.

Segment income for the 2005 fourth quarter was $36.3 million,
compared to $36.7 million in the 2004 fourth quarter.  Major items
contributing to operating income in the 2005 fourth quarter were
international marine projects, as well as Middle East and Caspian
fabrication projects and associated change orders.

Operating income in the 2004 fourth quarter included a net benefit
of $23.8 million, in the aggregate, from favorable contract cost
adjustments on certain loss projects, gains on asset sales and
other items.

At Dec. 31, 2005, J. Ray's backlog was $1.8 billion, compared to
backlog of $1.2 billion and $1.7 billion at Dec. 31, 2004, and
Sept. 30, 2005, respectively.

                   Government Operations Segment

Revenues in the Government Operations segment were $145.6 million
in the 2005 fourth quarter, compared to $156.5 million for the
same period a year ago.

The decrease was primarily due to lower volumes in the manufacture
of nuclear components for certain U.S. Government programs
partially offset by increased revenues from engineering services
for U.S. Department of Energy sites, as well as increased uranium
downblending activity.

Segment income for the 2005 fourth quarter was $26.3 million,
compared to $29.5 million in the 2004 fourth quarter.  The
decrease was primarily due to the corporate allocation to BWXT of
$2.9 million related to qualified pension expense in the fourth
quarter of 2005, which in 2004 and prior periods was recorded in
the corporate segment.

At Dec. 31, 2005, BWXT's backlog was $1.8 billion, compared to
backlog of $1.7 billion and $1.5 billion at Dec. 31, 2004, and
Sept. 30, 2005, respectively.

                             Corporate

Unallocated corporate expenses were $11.9 million in the 2005
fourth quarter, compared to corporate income in the 2004 fourth
quarter of $6.2 million, which included a $27.7 million gain on a
U.K. pension plan which more than offset other corporate expenses
in last year's fourth quarter.

Corporate qualified pension expense in the fourth quarter of 2005
improved by approximately $16.0 million compared to the fourth
quarter of 2004, as a result of the previously announced spin-off
of B&W's pension plan and the allocation to McDermott's Government
Operations segment of the applicable pension expense related to
that segment.

                     Other Income and Expense

The Company's other expense, net, for the fourth quarter of
2005 was $1.4 million, compared to $19.7 million in the fourth
quarter of 2004.  The expense reduction was primarily due to an
$11.3 million improvement in net interest income/expense.

In addition, as mentioned above, during the 2005 third quarter,
McDermott suspended the revaluation of certain components related
to the previously negotiated settlement of the B&W chapter 11
proceedings.

The recently completed settlement will be recorded in McDermott's
financial statements during the first quarter of 2006.

                   The Babcock & Wilcox Company

The Babcock & Wilcox Company is a leading provider of technology,
service, parts and equipment for the worldwide power generation
industry.  With a business history exceeding 138 years, B&W's
power systems and equipment are found at over 800 utilities
spanning over 90 countries.

On Feb. 22, 2006, B&W effected its plan of reorganization and has
now emerged from its asbestos-related chapter 11 proceedings,
which were initiated in February 2000.

Beginning in March 2006, B&W's financial results will once again
be consolidated with McDermott's reported financial statements,
representing the vast majority of operations in the Company's
Power Generation Systems segment.

Although deconsolidated from McDermott's financial results, during
the fourth quarter of 2005, B&W's revenues were $422.2 million, an
increase of $66.7 million compared to the fourth quarter of 2004.

In the 2005 fourth quarter, B&W recorded in its financial
statements Chapter 11 restructuring charges of $7.3 million and
legal settlement expenses of $7.5 million.

In addition, B&W recorded domestic pension expense of
$16.8 million during the fourth quarter of 2005.  In prior years
B&W's domestic pension expense was recorded in McDermott's
corporate segment.

Approximately $8.0 million of B&W's fourth quarter 2005 pension
expense related to an actuarial adjustment.  As a result of these
expenses, B&W's operating loss for the fourth quarter of 2005,
prepared in accordance with generally accepted accounting
principles, was $7.8 million.

In the fourth quarter of 2004, B&W's revenue was $355.5 million
and operating income was $28.4 million, which included no domestic
pension expense.

At Dec. 31, 2005, B&W's backlog was $2.1 billion, compared to
backlog of $1.5 billion and $1.6 billion at Dec. 31, 2004, and
Sept. 30, 2005, respectively.

                About McDermott International, Inc.

McDermott International, Inc., is a worldwide energy services
company.  The Company's subsidiaries provide engineering,
fabrication, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

At Dec. 31, 2005, McDermott International, Inc.'s stockholders'
equity deficit narrowed to $83,298,000 compared to a $261,443,000
deficit at Dec. 31, 2004.


MEDCO HEALTH: Earns $176.8 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Medco Health Solutions, Inc. (NYSE: MHS), reported net revenues of
$37.9 billion for the fiscal year ended Dec. 31, 2005.  

Medco's fiscal fourth quarter and full year 2005 results include
an additional week compared to prior year periods, and also
include a full fiscal quarter of financial results from Accredo
Health, Incorporated, which was acquired in August 2005.

"Medco closed 2005, our second full year as an independent
company, significantly advancing each of our strategic objectives:
Winning and retaining business to achieve strong net-new growth;
forming the nation's largest specialty care pharmacy by virtue of
our acquisition of Accredo; accelerating the acceptance and use of
generic medicines; and launching a nationwide Medicare-approved
Part D benefit with a broad suite of products and services to
support the needs of our clients and provide millions of seniors
access to affordable coverage," said David B. Snow, Jr., Medco
chairman and CEO.

"In addition to surpassing its financial targets for 2005, Medco
closed the year with more than $3 billion in annualized new
business.  This new sales momentum continues into 2006, with
$2.7 billion in new annualized business wins to date -- placing
the company in a net-new sales position of $700 million, to date,"
Mr. Snow said.

Medco also became the largest specialty pharmacy provider in the
market in 2005.  The company acquired and is successfully
integrating Accredo Health, creating the largest specialty
pharmacy in the country with $4.9 billion in annualized 2005
sales.  Medco has increased specialty penetration within its own
book of business by selling-in its specialty pharmacy offering to
clients representing 40 million members.

"Medco's successful alignment of Accredo with our existing
organization enhances our value to clients in the fastest-growing
area of pharmacy healthcare," said Mr. Snow.  "Our new offering
has been well-received by both current and potential clients and
we continue to be on target to deliver $50 million in 2006
productivity gains and cross-selling synergies from this
acquisition."

Generic dispensing rates rose to 52.5% for the fourth quarter of
2005, up 4.4 points over the fourth quarter of 2004, and for the
full year 2005 reached 51.5 percent, an increase of 5.2 percentage
points compared to 2004.

"As clients strive to maximize the efficiency of every healthcare
dollar, they continue to embrace generics along with the cost
savings, convenience and accuracy of Medco's mail-service
pharmacies.  By using mail service, our clients benefit from our
ability to routinely achieve 90-percent generic substitution rates
within 30 days, far outpacing the retail pharmacy conversion rate
and delivering savings more quickly to our clients and members,"
continued Mr. Snow. "With the largest mail-order pharmacies in the
industry, Medco is well positioned to benefit from the $46 billion
in brand-name drugs expected to move off patent through 2010."

Medco worked diligently in 2005 to successfully develop and launch
a series of products for the new Medicare Part D program. Medco is
one of only 10 national Prescription Drug Plans (PDPs) named by
the Centers for Medicare and Medicaid Services (CMS) to administer
prescription drug plan benefits for the Medicare-eligible
population at large.  Medco's national PDP, YOURx PLAN(TM), was
approved in 19 out of 34 national CMS Medicare Part D regions to
serve individuals automatically assigned to the program by the
government.  Enrollment for the 2006 program will continue through
May 15th.

"Response to Medco's Medicare products has been exceptional -- we
retained 95 percent of our existing employer business and have
more than 760,000 members through our plan partners.  Enrollment
in Medco's PDP, YOURx PLAN, is anticipated to be in line with our
initial expectations of 250,000 -- 270,000 members, having already
enrolled nearly 240,000 new members to date," added Mr. Snow.

"Combined with the Medicare-eligible members we serve through our
ongoing employee benefit programs, Medco today provides
prescription benefits for more than 7 million of the 43 million
Medicare-eligibles nationwide, and expects to manage more than 9
percent -- or $11 billion -- of the estimated $124 billion of 2006
Medicare-eligible drug spend," Mr. Snow concluded.

                Financial and Operational Results

Medco reported net revenues of $10.8 billion for the fourth
quarter of 2005, an increase of 21.2 percent compared to
$8.9 billion in the fourth quarter of 2004.  Fourth quarter
revenues reflect 14 weeks of activity as a result of Medco's
fiscal reporting calendar, when compared to 13 weeks in the prior
year period.  The fourth quarter of 2005 also included a full
quarter of Accredo Health, Incorporated revenues, which are
included in fourth quarter specialty pharmacy segment net revenues
of $1.3 billion.  The acquisition of Accredo Health, Incorporated
was completed on Aug. 18, 2005.

The increase in net revenues reflects volume from new clients and
higher prices charged by pharmaceutical manufacturers on brand-
name drugs, partially offset by previously announced customer
losses, and a greater representation of lower cost generic drugs
and steeper client discounts, including an increase in rebates
passed back to clients.  Higher generic dispensing rates, which
benefit clients and members, and contribute to higher gross
margins, resulted in a reduction of approximately $450 million in
net revenues in the fourth quarter of 2005 from the prior year.

Net income in the fourth quarter increased 33.1 percent to
$176.8 million.  The increase in earnings in the fourth quarter
primarily resulted from higher gross margin of 5.3 percent, up
from 5.0 percent in the fourth quarter of 2004. Gross margin
benefited from an increase in the generic dispensing rate, the
contribution from Accredo's higher-margin business, and
improvements in service margin.  Service margin increased to 79.4
percent, up from 59.1 percent in the fourth quarter of 2004, as a
result of higher service revenues related to clinical programs and
other fees, and lower program costs resulting from the termination
of a pharmaceutical manufacturer patient assistance program.

The overall generic dispensing rate in the fourth quarter was
52.5 percent, up 4.4 percentage points from the fourth quarter of
2004.  Generic dispensing rates at mail reached 42.1 percent, up
3.0 percentage points from the fourth quarter of 2004.  Generic
dispensing rates at retail were 54.6 percent, up 4.6 percentage
points from the same period last year due primarily to the recent
availability of Zithromax(R), Allegra(R), and Amaryl(R) in generic
form.

EBITDA (Earnings Before Interest Income/Expense, Taxes,
Depreciation and Amortization) for the quarter was $399.7 million,
an increase of $81.0 million, or 25.4 percent, compared to the
same period last year.  EBITDA per adjusted prescription in the
quarter increased to $2.05 compared to $1.87 in the fourth quarter
of 2004.

Interest and other (income) expense, net, increased 5.8 percent to
$12.7 million in the fourth quarter of 2005, reflecting higher
total debt associated with the Accredo acquisition, which amounted
to approximately $1.5 billion at the end of the fourth quarter of
2005 compared to $1.2 billion at the end of the fourth quarter of
2004.

Medco generated 2005 cash flows from operations of more than
$1,040 million, an increase of 46.3 percent over 2004, and closed
the year with $888 million of cash on its balance sheet.

GAAP net income for full year 2005 was $602.0 million, a 25.0%
increase from the prior year.  Results for 2005 include a
non-recurring income tax benefit of $25.7 million and
$19.5 million in development costs related to Medicare Part D.
Results for 2004 include a one-time $16 million operating tax
benefit recorded within selling, general and administrative
expense during the second quarter of 2004; $29 million in costs
associated primarily with the realignment of pharmacy operations
recorded in cost of revenues; and $21 million in expenses
associated with the multistate taskforce of attorneys general
settlement, recorded in selling, general and administrative
expenses.

                       About Medco Health

Medco Health Solutions, Inc. -- http://www.medco.com/-- is a   
leader in managing prescription drug benefit programs that are
designed to drive down the cost of pharmacy healthcare for private
and public employers, health plans, labor unions and government
agencies of all sizes.  With its technologically advanced     
mail-order pharmacies and its award-winning Internet pharmacy,
Medco has been recognized for setting new industry benchmarks for
pharmacy dispensing quality.  Medco serves the needs of patients
with complex conditions requiring sophisticated treatment through
its specialty pharmacy operation, which became the nation's
largest with the 2005 acquisition of Accredo Health.  Medco, the
highest-ranked prescription drug benefit manager on Fortune
magazine's list of "America's Most Admired Companies."  
                
                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Moody's Investors Service changed the rating outlook of Medco
Health Solutions Inc. to positive from stable.  The rating agency
also affirmed Medco's existing ratings:

   * Ba1 corporate family rating

   * Ba1 senior unsecured 7.25% Notes of $500 million, due 2013

   * Ba1 senior unsecured revolving credit facility of
     $500 million, due 2010

   * Ba1 senior unsecured term loan of $750 million, due 2010.


MESABA AIR: Employees Balk at Wage Cuts & Reject Contracts
----------------------------------------------------------
Mesaba Airlines pilots, flight attendants and mechanics rallied
with their families in Minneapolis, Detroit and Memphis on
March 15, 2006, to demonstrate their steadfast opposition to
management's bankruptcy motion that seeks to reject their
contracts and slash their wages and benefits to the lowest in the
industry.  The rally was held at the Great Lakes Ballroom in the
Mall of America in Bloomington and webcast via a live feed to
satellite rallies in Detroit and Memphis.

The Mesaba Labor Coalition, formed by leaders of unions
representing pilots, flight attendants and mechanics, is
organizing this unprecedented joint employee rally.  The Coalition
was created at the onset of Mesaba's bankruptcy to fight what
employees deemed were grossly unfair management demands for deep
concessions from a company that had been consistently profitable
and whose holding company retained $120 million in cash and
equivalent assets.

Headlining the rally and voicing their support of Mesaba labor
were:

     * Michael Hatch, Minnesota's Attorney General;

     * Captain Duane Woerth, president of the Air Line Pilots
       Association, Int'l;

     * Pat Friend, President of the Association of Flight
       Attendants; and

     * Ted Ludwig, president of the Aircraft Mechanics Fraternal
       Association Local 33.

"All of our groups have been negotiating with management for
months to come to terms on new labor agreements that give the
company significantsavings and provide for a more competitive cost
structure," said Nate Winch, AMFA's Mesaba Airline representative
for Minneapolis, "but these talks are progressing very slowly due
to management's unwillingness to budge off of their demands for
cuts which would devastate many employees and lock us into a
six-year, dead-end deal."

"All Mesaba Labor Coalition families have a lot at stake and are
hoping that management will see that the solution lies in good-
faith negotiation, rather than litigation in court," said Carla
Rogat, Mesaba AFA president.  "This rally is our way of bringing
our members together to support each other, demonstrate our
solidarity, and send a clear message to management.  We are
unified, and we will strike if management imposes its drastic
unilateral wage and benefit cuts."

That solidarity is backed by the pilots' 98% strike authorization
vote and 94% strike vote for flight attendants. The mechanics
authorized a strike last year by a 92% margin.

"Employees don't take a vote to strike lightly," said Tom Wychor,
chairman of the Mesaba ALPA unit. "If management is allowed to
impose its terms and they actually do it, Mesaba's labor groups
will have no other option than to strike or to walk away from
these jobs. Either scenario will devastate this company. But some
jobs just aren't worth keeping when you've spent tens of thousands
of dollars on an education, licenses and experience and still
can't provide for your family."
    
                      About Mesaba Airlines

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink         
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.


MIRANT CORPORATION: Incurs $1.3 Billion Net Loss in 2005
--------------------------------------------------------
Mirant Corporation (NYSE: MIR) reported a $1.3 billion net
loss for the year ended December 31, 2005.  This loss reflects
the recognition in 2005 of $1.4 billion of interest expense
on liabilities subject to compromise for the period from the
company's bankruptcy filing on July 14, 2003, through
December 31, 2005.  The loss also includes other significant
impacts of the company's Plan of Reorganization, which was
confirmed by the U.S. Bankruptcy Court on December 9, 2005.   
Mirant emerged from bankruptcy on January 3, 2006.

Adjusted EBITDA for the period was $779 million.  Adjusted EBITDA
excludes non-recurring charges, such as bankruptcy restructuring
charges and unrealized gains and losses associated with the
company's hedging activities.

Cash from operations for 2005 was $33 million, reflecting strong
results from business operations.  These results were offset by
significant uses of cash for collateral postings of $305 million
and payments of $171 million for professional fees and other
expenses related to bankruptcy.

As of March 3, 2006, the company's total liquidity (defined as
unrestricted cash and cash equivalents plus credit facility
availability) was approximately $2.1 billion, an increase of
$597 million since December 31, 2005.  The company's total debt
balance is currently $4.2 billion, net of a term loan cash
collateral account of $200 million.

During its analyst meeting, the company provided an adjusted
EBITDA outlook for 2006 in the range of $1.1 billion to
$1.3 billion.  This guidance is sensitive to a variety of factors,
including, but not limited to, weather, operational performance
and realized power and fuel prices.

Additionally, the company discussed its current hedge profile,
which will reflect a transaction it executed in January with
Goldman Sachs and J. Aron.  The transaction serves to hedge a
significant portion of the expected on-peak generation from the
company's Mid-Atlantic baseload, coal-fired generation assets.
Under the transaction, Mirant sold forward approximately 80% in
2007 and 50% in each of 2008 and 2009 of the expected on-peak
generation from these assets.  The transaction was structured so
that the company was not required to post any cash collateral at
execution and has no on-going cash collateral obligations with
respect to the forward power sales.

"Mirant emerged from bankruptcy with one of the strongest balance
sheets and liquidity positions in its sector," said Edward R.
Muller, Mirant's chairman and chief executive officer.  "The
company's strong financial position, strategic assets in certain
markets and its execution capabilities, coupled with the recently
completed strategic hedge transaction, position us well."

A full-text copy of the Company's Annual Report in Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?699

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp. and
said the outlook is stable.  That rating reflected the credit
profile of Mirant, based on the structure the company expects to
have on emergence from bankruptcy at or around year-end 2005, S&P
said.


MORGAN STANLEY: Moody's Rates Two Certificate Classes at Low-B
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa or Aa1 to the
senior certificates issued by Morgan Stanley Mortgage Loan Trust
2006-3AR, Mortgage Pass-Through Certificates, Series 2006-3AR, and
ratings ranging from Aa1 to Ba2 to subordinate certificates in the
deal.

The bulk of the securitization is backed by fixed-rate,
adjustable-rate, and hybrid adjustable-rate mortgage loans Morgan
Stanley Mortgage Capital Inc., previously acquired from various
correspondent lenders, Morgan Stanley Credit Corp., Wachovia
Mortgage Corporation, and Wells Fargo Bank, National Association.
The securitization is segregated into two distinct certificate
groups that are not cross-collateralized.  The first certificate
group is backed by loan group one consisting of fixed-rate,
adjustable-rate, and hybrid adjustable-rate mortgage loans.  The
second certificate group is backed by loan groups two and three
consisting of hybrid adjustable-rate mortgage loans.

The ratings associated with the first certificate group are based
primarily on the credit quality of the loans and on protection
from subordination.  Moody's expects collateral losses to range
from 0.70% to 0.90%.

The ratings associated with the second certificate group are based
primarily on the credit quality of the loans and on the protection
from subordination.  Moody's expects collateral losses to range
from 0.90% to 1.10%.

GMAC Mortgage Corporation, HSBC Mortgage Corporation, Morgan
Stanley Credit Corporation, Wachovia Mortgage Corporation, and
Wells Fargo Bank, N.A. will service the loans.  Wells Fargo Bank,
N.A. will act as master servicer.

The complete rating actions are:

          Morgan Stanley Mortgage Loan Trust 2006-3AR
      Mortgage Pass-Through Certificates, Series 2006-3AR

      Certificate Group One Ratings:

                  * Class 1-A-1, Assigned Aaa
                  * Class 1-A-2, Assigned Aa1
                  * Class 1-A-3, Assigned Aaa
                  * Class 1-A-X, Assigned Aaa
                  * Class 1-M-X, Assigned Aa1
                  * Class 1-M-1, Assigned Aa1
                  * Class 1-M-2, Assigned Aa2
                  * Class 1-M-3, Assigned Aa3
                  * Class 1-M-4, Assigned A1
                  * Class 1-M-5, Assigned A2
                  * Class 1-M-6, Assigned A3
                  * Class 1-M-7, Assigned Baa1
                  * Class 1-M-8, Assigned Baa2
                  * Class 1-M-9, Assigned Baa3
                  * Class 1-B-1, Assigned Ba1

      Certificate Group Two Ratings:

                  * Class 2-A-1, Assigned Aaa
                  * Class 2-A-2, Assigned Aaa
                  * Class 2-A-3, Assigned Aaa
                  * Class 2-A-4, Assigned Aa1
                  * Class 3-A-1, Assigned Aaa
                  * Class 3-A-2, Assigned Aa1
                  * Class A-R, Assigned Aaa
                  * Class M-1, Assigned Aa2
                  * Class M-2, Assigned Aa3
                  * Class M-3, Assigned A2
                  * Class M-4, Assigned A3
                  * Class M-5, Assigned Baa2
                  * Class M-6, Assigned Baa3
                  * Class B-1, Assigned Ba2

The Class 1-B-1 and Class B-1 Certificates have been sold in a
privately negotiated transaction without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under rule 144A.


MUSICLAND HOLDING: Panel Hires Donlin Recano as Information Agent
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Musicland Holding
Corp. and its debtor-affiliates seeks the U.S. Bankruptcy Court
for the Southern District of New York's authority to retain
Donlin, Recano & Company, Inc., as its information agent, nunc pro
tunc to February 9, 2006.

Curtis Roberts, co-chairman of the Creditors Committee, states
that the retention of Donlin Recano to assist the Committee in
complying with its obligation under Section 1102(b)(3) of the
Bankruptcy Code will add to the efficiency and reduce the overall
expense of administering the Debtors' Chapter 11 cases.

As an information agent, Donlin Recano will:

    (a) provide access to information for the Committee's
        constituents through web-based technology developed by
        Donlin Recano, which include certain information:

        * General case information including case dockets, access
          to docket filings, composition of the Committee, their
          counsel, and the date, place and time of the Section 341
          meeting;

        * Answers to frequently asked questions, discussing a
          general overview of the Chapter 11 process, the role of
          the Committee, the responsibility of committee members,
          and the filing of a proof of claim;

        * A Committee reports section providing monthly operating
          reports filed by the debtor and monthly Committee
          written reports summarizing recent proceedings, events
          and public financial information;

        * A password protected confidential information access
          section whereby creditors who have executed a
          confidentiality agreement may retrieve confidential
          information;

        * A case calendar section which will include case matters
          of relevance to the unsecured creditors;

        * A section providing the creditor the ability to e-mail a
          question and receive a response;

        * Press releases issued by each of the Committee and the
          Debtors;

        * Highlights of significant events in the cases;

        * Links to other relevant Web sites; and

        * Any other information to be posted at the direction of
          the Court, the Committee or its counsel.

    (b) solicit and receive comments form the unsecured creditors
        through the Committee Web site and the ability of the
        creditors to e-mail comments and questions;

    (c) establish and maintain a telephone number and call center
        for unsecured creditors to call with questions;

    (d) provide notice to the unsecured creditors as to the
        existence of the Committee Web site; and

    (e) provide other services as required by the Court, the
        Committee or its counsel to assist the Committee in
        complying with the requirements of Section 1102(b)(3) of
        the Bankruptcy Code.

The Committee believes that Donlin Recano is particularly well-
suited to perform those tasks because it is a data-processing firm
whose principals and senior staff have more than 15 years of in-
depth experience in performing noticing, Web site services and
other administrative tasks in large complex Chapter 11 cases.

The Debtors will pay Donlin Recano for its services in these
amounts:

    Category                                Amount
    --------                                ------
    Monthly Base Fee                        $150 per month
    Posting Documents to Web site           $50 per document
    Web site Maintenance and Monitoring     $115 to $250 per hour
    Data Entry                              $35 per hour
    Imaging/Storage                         $0.18 per image
    Facsimile Noticing                      $0.12 per page
    Photocopying & Laser Printing           $0.10 per page
    E-mail Transmission (attachments only)  $0.015 per kilobyte
    Out-of-Pocket Expenses                  At Cost

Louis A. Recano, a principal at Donlin Recano, assures the Court
that the firm and its employees are "disinterested" as that term
is defined in Section 101(14) of the Bankruptcy Code.
Donlin Recano has no adverse interests in the Committee or the
Debtors' estates.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL BEEF: Brawley Deal Cues Moody's to Review Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service placed the B3 rating on National Beef
Packing Company, LLC's senior unsecured notes, as well as its
B2 corporate family rating, under review for possible downgrade.
This action follows the announcement that the company's majority
owner -- U.S. Premium Beef, LLC -- has entered into a non-binding
letter of intent to purchase the business of Brawley Beef, LLC.
Brawley Beef is an alliance of cattle producers in Arizona and
California which operates a single beef processing facility in
Brawley California.  It is anticipated that National Beef would
own and operate the Brawley beef business.  Details of the
proposed transaction were not publicly disclosed.

Moody's review will focus on the strategic fit of Brawley's
operations into those of National Beef's, the company's
post-acquisition capital structure, leverage, and financial
flexibility, as well as the integration risk created by this
acquisition.  These issues take on particular importance given
National Beef's recent weak operating performance.  The review
will also consider the additional stress placed on National Beef
in light of the prolonged downturn the U.S. Beef processing
industry is experiencing due to cyclical cost factors, together
with the negative impact created by continuing closure of key
export markets due to U.S. BSE-related concerns.

Ratings placed under review for possible downgrade are:

   * Corporate family rating at B2

   * $160 million senior unsecured notes at B3

National Beef, headquartered in Kansas City, Missouri, is the
fourth largest beef processing company in the US producing branded
and unbranded boxed and case-ready beef for domestic and
international markets.


NEORX CORPORATION: Incurs $4 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
NeoRx Corporation (Nachrichten) disclosed its financial results
for the quarter and year ended December 31, 2005.

For the fourth quarter of 2005, the company reported a net loss of
$4.0 million compared to a net loss of $5.3 million for the fourth
quarter of 2004.  Net loss for the year ended December 31, 2005,
was $21.0 million compared to a net loss of $19.4 million for the
year ended December 31, 2004.

"I believe we made significant progress during 2005 in initiating
the clinical development of picoplatin and moving toward our goal
of transforming NeoRx into a specialty pharmaceutical company
dedicated to the development and commercialization of oncology
products," said Jerry McMahon, Ph.D., chairman and chief executive
officer of NeoRx.  "Our proposed $65 million equity financing,
scheduled for shareholder vote in April, would provide us critical
resources to support our current operations, retire certain
outstanding debt, expand our picoplatin clinical development
program and pursue the growth of our oncology pipeline."

Revenue for the fourth quarter of 2005 was $11,000.  Revenue for
the fourth quarter of 2004 was $2,000.  The revenue for the year
ended December 31, 2005 was $15,000, compared to $1.0 million for
the year ended December 31, 2004.  Revenue for the 2005 year
consisted primarily of royalty payments.  Revenue for the 2004
year consisted primarily of milestone payments from Boston
Scientific Corporation.

Total operating expenses for the fourth quarter of 2005 decreased
to $4.0 million, from $5.3 million for the fourth quarter of 2004,
and increased to $21.1 million for the year ended December 31,
2005, from $20.5 million for the same period in 2004.

Research and development expenses decreased to $2.5 million for
the fourth quarter of 2005, from $3.3 million for the fourth
quarter of 2004.  Research and development expenses for the
year ended December 31, 2005 decreased to $10.2 million, from
$13.3 million for the same period in 2004.  The decrease in
research and development costs for the quarter and year ended
December 31, 2005 was due primarily to the discontinuation of the
Company's skeletal targeted radiotherapy (STR) program.

General and administrative expenses decreased to $1.4 million for
the fourth quarter of 2005, compared to $2.0 million for the
fourth quarter of 2004, and decreased to $5.9 million for the year
ended December 31, 2005, from $7.2 million for the same period in
2004.  The decrease in G&A costs for the quarter and year ended
December 31, 2005 was due primarily to a decrease in personnel
related costs.

Cash and investment securities as of December 31, 2005, net of
restricted cash of $1.0 million, were $3.5 million, compared to
$17.8 million at December 31, 2004.

On February 1, 2006, NeoRx entered into a definitive purchase
agreement with institutional and other accredited investors for a
$65 million private placement of newly issued shares of common
stock and the concurrent issuance of warrants for the purchase of
additional shares of common stock.  The Company also closed a
bridge loan for approximately $3.5 million to be used as working
capital to fund operations until the anticipated close of the
financing.  The closing of the financing, including issuance of
the securities and receipt of proceeds, is subject to shareholder
approval in addition to customary and other closing conditions.
A special meeting of shareholders will be held on April 11, 2006
to seek required shareholder approvals in connection with the
financing, including approval of an increase in the Company's
authorized common stock.  Detailed information about the proposals
to be presented for shareholder approval will be contained in a
proxy statement to be filed with the Securities and Exchange
Commission and mailed to shareholders prior to the meeting.

                        Going Concern Doubt

KPMG LLP expressed substantial doubt about Diamond Entertainment's
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Dec. 31,
2005.  The auditors point to the company's recurring losses and
significant recurring negative cash flows from operations. The
company has an accumulated deficit of $255.8 million compared to
$234.3 million as of Dec. 31, 2004.

                      About NeoRx Corporation

Headquartered in Seattle, Washington, NeoRx Corporation --
http://www.neorx.com/-- is a cancer therapeutics  development  
company.  The Company's product pipeline includes STR, a
radiotherapeutic targeting bone, currently in a pivotal Phase III
clinical trial for patients with multiple myeloma, and NX 473, a
next-generation platinum therapy that the Company plans to
evaluate in the treatment of patients with advanced lung and
colorectal cancers.


NEWQUEST INC: Moody's Upgrades B1 Credit Facility Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded NewQuest Inc.'s senior secured
revolving credit facility rating to Ba3 from B1.  In addition, the
insurance financial strength rating of the company's Tennessee
subsidiary, HealthSpring of Tennessee, Inc. was upgraded to Ba1
from Ba2.  The rating action is based on the company's continued
strong operational results and the company's improved capital
structure following the recent initial public offering by the
parent holding company, HealthSpring, Inc.

The rating action concludes the review for possible upgrade that
was initiated on Feb. 9, 2006, with the announcement of the IPO.
Moody's stated that the proceeds from the IPO were used to fully
pay off all outstanding debt, including the senior secured term
loan.  Moody's had previously withdrawn the rating on the term
loan in conjunction with the repayment.  There have been no
amounts drawn under the revolving credit facility.

Following the action, Moody's stated that the ratings will be
withdrawn for business reasons.

Moody's insurance financial strength ratings are opinions about
the ability of life and health insurance companies to punctually
repay senior policyholder claims and obligations.  Because the
IFSR is applied to operating life and health insurance companies
whose cash flows are regulated by the applicable state insurance
department, the IFSR is typically the highest rating within a
corporate group.


NORTH AMERICAN: Moody's Holds Junk Rating on $20 Million Debt
-------------------------------------------------------------
Moody's Investors Service affirmed the existing credit ratings of
North American Membership Group Inc., and changed the ratings
outlook to negative from stable.  Moody's also assigned a B2
rating to NAMG's $2.5 million delayed draw first lien term loan
facility which was entered into in May 2005 but not previously
rated.  The negative ratings outlook reflects declining operating
margins in 2005, weak cash flow generation and concerns about
whether the company can profitably grow its membership business in
the intermediate term.

Moody's assigned this rating:

      * $2.5 million senior secured first lien
        delayed draw term loan facility, B2

Moody's affirmed these ratings:

      * $16.5 million senior secured first lien revolving
        credit facility due 2010, B2

      * $75 million senior secured first lien term loan
        facility due 2011, B2

      * $20 million senior secured second lien term loan
        facility due 2011, Caa1

      * Corporate family rating, B2

NAMG spent aggressively on product advertising in 2005 in order to
drive growth in product sales.  Although this strategy resulted in
modest growth in revenues, operating profit and margins declined
year over year.  The company's performance in 2005 was negatively
affected by lower than expected net response rates to member
solicitations and higher advertising and fulfillment costs related
to product sales.  Adjusted Debt to EBITDA is expected to exceed 5
times at Dec. 31, 2005, and free cash flow generation for 2005 is
expected to be minimal.

The negative outlook anticipates continued low levels of free cash
flow from operations in 2006 as the company increases its
marketing budget in order to drive membership and product revenue
increases.  Most of the company's profitability is derived from
the sale of lifetime memberships and product sales to its member
base.  Moody's is concerned that profitability levels may decline
further if new marketing programs are unsuccessful in attracting
lifetime members or the company's member base does not respond
favorably to new product offerings.  The success of the company's
marketing efforts may not be apparent until the seasonally strong
fourth calendar quarter of 2006 and meaningful free cash flow from
operations is unlikely to be generated until at least the first
quarter of 2007.  Moody's will continue to monitor the company's
cash conversion cycle as well as member attrition rates which have
averaged about 30% over the last two years.

The ratings affirmation recognizes the company's long track record
in the industry, a large membership base of about 4 million
members at Dec. 31, 2005, and the variable nature of much of the
company's expense base which increases financial flexibility.

The company has modest liquidity levels with cash balances of
about $3 million and aggregate effective availability under its
revolving credit facility and delayed draw term loan facility of
less than $5 million at December 31, 2005.  Since free cash flow
generation is expected to be minimal in 2006, liquidity may
decline further as the company funds new marketing initiatives and
required term loan amortization.

The ratings outlook could be changed to stable if increases in
lifetime memberships and product revenues result in improved
operating margins, enhanced ongoing liquidity, and free cash flow
to debt in the 5%-7% range.

The ratings could be downgraded if near term liquidity pressures
are not cured or if revenues and operating margins decline in 2006
resulting in continued low levels of free cash flow from
operations.

The first and second lien credit facilities are secured by first
and second liens, respectively, on all of the company's assets,
including the stock and assets of its domestic subsidiaries.  The
Caa1 rating assigned to the second lien facility recognizes the
effective subordination of second lien debt holders to a
substantial level of first security debt and lower expected
recovery rates in a distress scenario.

North American Membership Group Inc, headquartered in Minnetonka,
Minnesota, is the largest club-based affinity marketing company
with about 4 million paid members.  The company's revenues are
derived from membership fees, product sales, advertising in the
company's targeted magazines and other ancillary activities.  The
company is a wholly owned subsidiary of North American Membership
Group Holdings Inc., a company which is controlled by Doughty
Hanson & Company, the financial sponsor.  Revenues for the twelve
month period ending Sept. 30, 2005 were about $217 million.


OCA INC: Gets $15M DIP Funding from BofA & Silver Point-Led Group
-----------------------------------------------------------------
OCA, Inc., and certain of its subsidiaries, negotiated and
seek approval for up to $15 million in new debtor-in-possession
(DIP) financing from its existing lender group, led by Bank of
America, as agent, and Silver Point Capital.  This facility is
intended to provide sufficient liquidity for the Company to
continue to perform under its existing business service agreements
with affiliated orthodontists and vigorously defend against recent
actions by certain orthodontists that the Company contends are
breaches of their business service agreements.

During the restructuring process, OCA will continue to operate in
the ordinary course with no disruption to employee compensation or
benefit programs and vendors will be paid for post-petition
purchases of goods and services.  The Bankruptcy Court has
authorized the Company to allow it to honor prepetition
obligations to vendors providing goods and services to the
affiliated practices.

"We appreciate the ongoing loyalty and support of our affiliated
orthodontists and dentists," Bart Palmisano, Sr., the Company's
Chairman and Chief Executive Officer said.  "I would also like to
thank our vendors and others that we do business with for their
continued support during this process.  Our team is committed to
making this restructuring successful and leading the Company
towards a brighter future.  We believe that this filing is a
significant step in the stabilization and rehabilitation process."

"We believe this step will help us improve service to our
affiliated practices, strengthen our balance sheet and improve our
prospects for long-term success," Michael Gries, the Company's
Chief Restructuring Officer added.  "He stated further that "a
restructuring plan will be developed, in conjunction with the
lender group, that will allow OCA and its affiliated orthodontists
to take full advantage of the Company's fundamental strength."

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


O'SULLIVAN INDUSTRIES: Court Confirms Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
confirmed the amended Plan of Reorganization of O'Sullivan
Industries Holdings, Inc., on March 16, 2006.   The confirmation
will allow the company to emerge from bankruptcy within the next
few weeks.

O'Sullivan also received a commitment to secure up to $50 million
in exit financing from Wachovia Bank.  The revolving credit
facility, which will be secured by substantially all the assets of
the company, will support the implementation of the Plan and
provide working capital for the company's on-going operations.

"The Plan confirmation and exit financing paves the way for us to
emerge from bankruptcy in a very short time.  This restructuring
is an exciting step in the continued execution of our strategy,"
said Rick Walters, Interim CEO.

                      Overview of the Plan

As reported in the Troubled Company Reporter on the Feb. 14, 2006,
the Plan incorporates:

     * a cash payment for general unsecured creditors and a
       potential additional settlement for all vendors and utility
       providers electing to participate,

     * a warrant offering for the 13-3/8% senior subordinated
       notes due 2009, and

     * the conversion of the Secured Notes into substantially all
       of the equity of the reorganized company and $10 million of
       new secured notes.

                   Distributions Under the Plan

The Debtors provide an estimate of the Allowed amount of claims on
the Effective Date for these Classes:

      Claim Description        Estimated Claim Amount
      -----------------        ----------------------
      Administrative Claims    $5,500,000

      DIP Facility Claims      $21,800,000

      Tax Claims               $1,068,771

      Class 2A
      Unimpaired Claims        The Debtors have paid all
      (Senior Credit           outstanding Allowed Senior
      Facility Claims)         Credit Facility Claims from
                               the proceeds of the DIP
                               Facility.  The Debtors believe
                               that there will not be any
                               Allowed Senior Credit Facility
                               Claims as of the Effective
                               Date, although the Debtors do
                               not know when any balance of
                               the $500,000 deposited by them
                               into the segregated account with
                               GECC to fund indemnification
                               obligations will be returned.

      Class 2C                 $89,400,000
      Impaired Claims
      (Senior Secured
      Notes Secured Claims)

      Class 4 Claims           To date, the Debtors estimate
                               the total amount of Allowed Class
                               4 Claims to be approximately
                               $99,800,000 under the BancBoston
                               Note and the Tandy Agreements,
                               plus approximately $18,600,000 in
                               the Senior Secured Notes
                               Deficiency Claims totaling
                               approximately $118,400,000.

Under the Amended Plan, holders of Impaired Class 3 General
Unsecured Claims are entitled to a pro rata share of the
Avoidance Recoveries, if any, which will be distributed only until
the Allowed Senior Secured Notes Deficiency Claims, together with
all Senior Secured Notes Postpetition Interest, have been paid in
full.  Furthermore, the holders of Impaired Class 3 General
Unsecured Claims are entitled to vote on the Plan.
            
To date, the Debtors estimate the total amount of Allowed Class 3
Claims to be $132,000,000 by the Effective Date of the Plan.  The
total claim amount consists of:

   (a) $102,400,000 in Senior Subordinated Notes Claims;

   (b) $11,000,000 for all other General Unsecured Claims; plus

   (c) $18,600,000 in Senior Secured Notes Deficiency Claims.

A full-text copy of the Debtors' First Amended Plan of
Reorganization is available for free at:

http://bankrupt.com/misc/OSUL1stAmendedDisclosureStatement.pdf   

A full-text copy of the Debtors' First Amended Disclosure
Statement is available for free at:

      http://bankrupt.com/misc/OSUL1stAmendedPlan.pdf

                  About O'Sullivan Industries

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


O'SULLIVAN INDUSTRIES: Ace American Objects to Plan Confirmation
----------------------------------------------------------------
Since April 12, 1998, ACE American Insurance Company, Indemnity
Insurance Company of North America and Westchester Fire Insurance
Company have provided insurance coverage to O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates under various insurance
policies, including:

  -- a Marine/War Cargo policy,
  -- an International Advantage Commercial Insurance policy, and
  -- an Excess Liability policy.

In exchange, the Debtors are obligated to pay premiums.  Under all
the Policies, the premium is based on an annual period and is paid
at the beginning of the period or divided into quarterly
installments.

Under certain provisions of the Policies, the initial premium is
recalculated based on the actual value of the property insured,
resulting in additional premium being owed or premium being
returned to the Debtors.

There are also "conditions" to coverage set in the Policies
obligating the Debtors, among other things, to:

    -- provide notice of claims;

    -- make records available,

    -- cooperate in the investigation and defense of claims; and

    -- preserve and transfer to ACE any rights the Debtors have
       against others to recover all or any part of any payment
       that ACE makes under the Policies.

The Parties' obligations under the Policies are ongoing and
continuing.

The Insurers complain that the Debtors' Second Amended Plan of
Reorganization:

   -- does not provide for the Reorganized Debtors to perform all
      of the Debtors' obligations under the Policies;

   -- does not recognize that the Debtors' bankruptcy or
      insolvency does not release the Insurers' obligation to
      provide coverage under the Policies; and

   -- may allow the Reorganized Debtors to use estimated claim
      amounts under Section 502(c) of the Bankruptcy Code to
      request coverage under the Policies for Allowed Insured
      Claims; and

   -- prevents, through its release and discharge injunction
      provisions, the Insurers from investigating, administering,
      settling or defending claims that may be covered under the
      Policies.

Timothy J. Burson, Esq., at Bovis, Kyle & Burch, LLC, in Atlanta,
Georgia, tells the U.S. Bankruptcy Court for the Northern District
of Georgia that to preserve and maintain the coverage provided by
the Policies, the Reorganized Debtors should be obligated to
perform the Debtors' reciprocal obligations under the Policies
that are being revested in them.

Mr. Burson asserts that nothing else in the Plan should be deemed
to alter or amend the terms and conditions of the Policies, and
the obligations of the Insurers or the Debtors and Reorganized
Debtors to perform their obligations under the Policies.

                    About O'Sullivan Industries

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


OVERSEAS SHIPHOLDING: Earns $113.7 Mil. of Net Income in 4th Qtr.
-----------------------------------------------------------------
Overseas Shipholding Group, Inc. (NYSE:OSG), reported its
financial results for the fourth quarter and fiscal year ended
Dec. 31, 2005.

For the fiscal year ended Dec. 31, 2005, net income was
$464.8 million, a 16% increase over $401.2 million in 2004.

Time Charter Equivalent revenues were $961.7 million for the
period, a 22% increase from $789.6 million in 2004.  

The increase in revenues was principally due to an additional
13,068 revenue days, a result of 28 net additional vessels added
to the Company's fleet during the year, offset by decreases in
average daily TCE rates for VLCC and Aframax tankers that trade in
the spot market.

The average daily TCE rates achieved for VLCCs and Aframaxes in
2005, however, remained at historically high levels.  EBITDA rose
8% to $705.5 million from $655.2 million in 2004.

For the quarter ended Dec. 31, 2005, net income was
$113.7 million a decrease of 46% compared with the fourth quarter
of 2004.

The fourth quarter of 2004 included a $77.4 million reduction in
deferred tax liabilities recorded on enactment of the American
Jobs Creation Act of 2004.

TCE revenues were $271.1 million compared with $275.7 million, a
decrease of 2% year-over-year.  TCE revenues during the fourth
quarter of 2005 were roughly comparable to the fourth quarter of
2004 despite declines in TCE rates for the Company's VLCC and
Aframax tankers of 37% and 33%, respectively from the
exceptionally high levels achieved in last year's fourth quarter.

Those declines were offset by growth in the Company's fleet during
2005, principally attributable to the acquisition of Stelmar
Shipping, Ltd.

EBITDA for the fourth quarter 2005 was $170.5 million, a decline
from $239.8 million in the fourth quarter of 2004.  The decline in
EBITDA was a result of lower TCE rates in the Company's
International Flag crude tanker fleet, an increase in time and
bareboat charter expenses as a result of an increase in the
portion of the fleet representing chartered-in tonnage, as well as
an increase in general and administrative expenses.

General and administrative expenses in the fourth quarter of 2005
were $15.1 million higher than in the fourth quarter of 2004
principally as a result of:

   -- $5.6 million charge related to the termination the Company's
      defined benefit plan and the retirement of an executive
      officer,

   -- $2.1 million of expenses incurred in connection with
      investigations by the U.S. Department of Justice, and

   -- $5.7 million in incremental incentive compensation payments
      and costs related to headcount associated with the Stelmar
      acquisition.

At year-end, the Company had 3,337 employees comprised of 3,187
sea going personnel and 250 shore side staff, compared with 1,696
employees at year end 2004, comprised of 1,530 sea going personnel
and 166 shore side staff.

Morten Arntzen, President and CEO of OSG, stated, "I am pleased
with our operating and financial performance during 2005.  Our
numerous achievements in 2005 build upon a corporate-wide
strategic focus on capital efficient growth initiatives that will
generate sustainable improvements and shareholder value."

"Our fleet expansion strategy resulted in 50% growth to 107 owned,
operated and newbuild vessels.  OSG's fleet diversification
strategy reduced our risk exposure to any one segment of our
operation as evidenced by our dependence on the crude oil segment
with revenues declining to 71% of total 2005 revenue, down from
84% a year ago."

"The expansion of our presence in product carriers helped to
increase OSG's noncancelable, future revenues from time charters
to $746 million at year end up from $185 million a year ago."

"We successfully integrated Stelmar, which provides a stronger
operational platform to achieve our long term goals.  Savings
realized from the integration were reinvested in expanding the
leadership team, bringing on new talent to support a strategic
business unit organization structure, deploying training programs
for the crew and shore side staff and to upgrade technology across
OSG's fleet ensuring superior service to our customers and
operations of our vessels' safety in strict compliance with all
environmental laws and regulations."

Arntzen continued, "I believe that our shareholders recognize that
OSG's financial and operational results were achieved by actively
managing how our assets are deployed to maximize profitability in
the strong rate environment in 2005."

"The strength of our balance sheet and cash flows generated by
OSG's modern fleet provides us the ability to increase our
dividend level by 43%, the flexibility to invest in operations and
new business opportunities to prudently expand our business
segments.  We remain very confident and excited about OSG's
future."

                         Higher Dividend

As a result of OSG's exceptional financial performance in 2005 and
confidence in the Company's future performance, the Board of
Directors announced its intention to increase the quarterly
dividend from $0.175 to $0.25 per share, a 43% increase, effective
with the next dividend declaration.

              Fourth Quarter and Year-End Highlights

To maximize return on invested capital and in support of the
Company's strategy to be a market leader in each of the segments
in which it operates, OSG actively manages its fleet based on
market conditions, including the sale, purchase, or charter-in of
tonnage. During the fourth quarter, OSG sold a number of tankers,
including three of its older vessels, taking advantage of near
all-time high second-hand vessel prices. This activity supported
the Company's goal of owning and operating a high quality, modern
fleet.


   -- As of Dec. 31, 2005, OSG had an operating fleet of 89
      International Flag and U.S. Flag vessels.  The Company
      charters in tonnage, enabling it to expand its fleet without
      making additional capital commitments;

   -- OSG's active asset monetization program in 2005 resulted in
      $283.0 million in gains on vessel sales from the sale or
      sale and leaseback of 20 vessels; $42.9 million was included
      in other income in 2005. Thirteen sale and leaseback
      transactions were executed to capture a premium in the
      market for second hand vessels, retain control of the assets
      for a fixed period of time, and to transfer residual risk to
      third parties;

   -- On Oct. 13, 2005, OSG sold and chartered back seven tankers
      in conjunction with Double Hull Tankers, Inc.'s initial
      public offering.  OSG received consideration, after giving
      effect to the exercise of the over-allotment option granted
      to the underwriters, of $419.9 million in cash and
      13.4 million shares in DHT, representing a 44.5% equity
      stake.  The transaction resulted in a $232.2 million gain,
      which is being amortized over the initial charter terms.
      The Company used the proceeds from the transaction to reduce
      its debt outstanding thus achieving its goal of returning to
      leverage ratios and liquidity levels that existed prior to
      the January 2005 acquisition of Stelmar;

   -- The Company sold its last two U.S Flag crude tankers, the
      Overseas Washington, a 1978-built tanker on Nov. 10, 2005,
      and the Overseas New York, a 1977-built tanker on Oct. 12,
      2005, and recognized a gain of $6.0 million.  Both vessels
      were at the end of their commercial lives at the time of the
      sales; and

   -- On Dec. 19, 2005, the Company sold Front Tobago, the last
      single hull tanker in the Company's fleet.  The Company
      recognized a gain in equity in income from joint ventures of
      $2.8 million representing OSG's 30% equity stake in the
      vessel.

              $1.5 Billion Revolving Credit Agreement

On Feb. 15, 2006, the Company entered into a $1.5 billion seven-
year unsecured revolving credit agreement with a group of banks.
Borrowings under this facility bear interest at a rate based on
LIBOR.

The terms, conditions and financial covenants contained therein
are generally more favorable than those contained in the Company's
existing long-term facilities.

The Company agreed to terminate all of its unsecured revolving
credit facilities (long-term of $1.285 billion and short-term of
$45 million).  The facility increases the Company's liquidity by
$215 million to $1.6 billion.

                          Market Overview

Similar to 2004, the year 2005 was characterized by significant
volatility in shipping markets.  Hurricanes in the Gulf of Mexico
changed shipping trade flows and caused bottlenecks, while
collisions, groundings and the weather caused shipping delays in
the Bosporus Straits and the Dardanelles.

The ongoing insurgency in Iraq reduced oil production and pipeline
shipments to the Mediterranean and caused loading delays in the
Arabian Gulf.  Civil unrest in Nigeria continued to hamper oil
production and exports, while tension between Venezuela and the
U.S. increased.

World oil demand grew by a relatively modest 1.3%, or 1.1 million
barrels per day, in 2005.  The lower growth rate in 2005 resulted
primarily from growth slowdowns in the U.S. and China.

In the U.S., the slower growth was caused by the effects of the
hurricanes during the last half of the year while high oil prices
and the inability of refiners in China to recover these costs in
the marketplace restrained Chinese demand.

After record growth in 2004, a year in which oil demand increased
by 3.0 million b/d, further increases in demand during 2005 put
additional pressure on the oil infrastructure.

Middle East OPEC supplied most of the incremental barrels as net
increases in non-OPEC crude oil production were immaterial.  This
caused a significant reduction in OPEC's spare producing capacity.
At the same time worldwide refining capacity was also constrained.

Both developments were positive for shipping, as they increased
ton-mile demand for both crude oil and petroleum products.  As a
result, although tanker rates in 2005 were highly volatile, they
remained well above historical averages despite a significant
increase in the world tanker fleet.

The supply of new vessels entering the marketplace in 2005,
however, exerted downward pressure on rates.  The world tanker
fleet increased to 307.9 million dwt at the end of the year, 6.2%
higher than the 289.9 million dwt at the beginning of 2005.

A significant volume of new tankers were delivered throughout the
year, while vessel removals were limited.  Continued high earnings
and a generally favorable market outlook reduced the scrapping of
older, single hull tonnage that had been predicted to occur by the
April 5, 2005 IMO deadline.

Extreme weather had a significant impact on the tanker market in
2005.  In particular, two major hurricanes in the Gulf of Mexico
significantly disrupted crude oil production, refinery operations
and shipping logistics in the third and fourth quarters of 2005.

The effects of hurricanes Katrina and Rita will continue to be
felt well into 2006.  The hurricanes affected both the crude oil
and refined product markets.

During October 2005, over one million b/d, or 69% of crude oil
production in the Gulf of Mexico, was disrupted.  Additional
volumes of West African crude oil were transported to the U.S. to
replace lost Gulf of Mexico production.

Incremental deliveries of West African crude oil are expected to
continue until Gulf of Mexico production is fully restored.  
Initially, the direct impact on crude oil movements as a result of
the lost production in the Gulf of Mexico was limited because the
significant damage to U.S.

Gulf Coast refineries reduced crude oil demand.  At one point over
four million b/d of refining capacity was affected.

The refining downtime in the U.S. resulted in counter-seasonal
declines in crude oil imports into the largest oil-consuming
nation in the world but necessitated additional product imports to
the U.S.  The hurricanes also impacted seaborne trades outside the
U.S. as well, enhancing overall ton-mile demand.

              About Overseas Shipholding Group, Inc.

With offices in New York, Athens, London, Manila, Newcastle and
Singapore, Overseas Shipholding Group, Inc. (NYSE:OSG) --
http://www.osg.com/-- is widely recognized as one of the world's  
most customer focused marine transportation companies providing
high quality tonnage and value-added services to major oil
companies and other major charterers around the globe.  The
Company is focused on identifying and meeting the needs of our
partners and customers in a rapidly changing market.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on New York, New York-based
Overseas Shipholding Group Inc., and removed all ratings from
CreditWatch, where they were placed on Dec. 14, 2004.  S&P's
CreditWatch placement followed the company's announcement that it
would acquire Stelmar Shipping Ltd.  Overseas Shipholding
completed its $1.3 billion acquisition of Stelmar on
Jan. 20, 2005.  S&P says the outlook is stable.

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Moody's Investors Service confirmed Overseas Shipholding Group,
Inc.'s senior unsecured and senior implied ratings at Ba1. Moody's
also changed the rating outlook to negative from stable.  This
completed Moody's ratings review opened on Dec. 13, 2004,
following the announcement by the company of its acquisition of
Stelmar Shipping (not rated) for $1.36 billion.


PARKWAY HOSPITAL: Court Okays A&B as Medical Malpractice Counsel
----------------------------------------------------------------
The Parkway Hospital, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Arevalo & Berman as its medical malpractice counsel and
risk management consultants, nunc pro tunc to July 1, 2005.

The Debtor tells the Court that Arevalo & Berman has had
significant experience and knowledge in providing medical
malpractice defense and risk management consulting services.

On July 20, 2005, the Court approved Arevalo & Berman's retention
in the Debtor's chapter 11 case as an Ordinary Course
Professional.  Arevalo & Berman billed fees and expenses in excess
of the amounts allowed under the Court's OCP order.  Thus the
Debtor is now formally retaining the Firm pursuant to Sections 327
and 328 of the Bankruptcy Code, nunc pro tunc to July 1, 2005.

Arevalo & Berman is expected to:

   1) monitor and defend existing and future medical malpractice
      claims against the Debtor;

   2) advise the Debtor in all necessary aspects regarding medical
      malpractice claims against the Debtor and in medical
      malpractice liability and risk management;

   3) assist the Debtor and its bankruptcy counsel in the
      bankruptcy claims process regarding medical malpractice
      claims; and

   4) perform all other medical malpractice legal services and
      risk management consultancy services to the Debtor that are
      necessary in its chapter 11 case.

Peter Berman, Esq., a partner at Arevalo & Berman, is one of the
lead professionals from the Firm rendering services to the Debtor.
Mr. Berman reports that partners from Arevalo & Berman performing
services for the Debtor will charge from $150 to $175 per hour.

Arevalo & Berman assures the Court that it does not represent any
interest materially adverse to the Debtor's estate and its
creditors and is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PROCARE AUTOMOTIVE: Taps Landau Public as Public Relations Advisor
------------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for permission to employ Landau Public Relations LLC as
its public relations consultant.

Landau Public will:

   1) craft internal and external messages regarding the filing of
      the Debtor's chapter 11 case and the sale of substantially
      all of its assets while under chapter 11 protection;

   2) draft press releases and distribute those press releases
      to media in all of the Debtor's markets and interface with  
      the media as required by the Debtor;

   3) draft internal announcements for distribution to employees
      and draft questions and answers for use by the Debtor's
      spokespersons;

   4) render public relations counseling to the Debtor and  
      consult the Debtor with respect to any other public
      relations activity deemed necessary by the Debtor or its
      professionals; and

   5) perform all other public relations consultancy services to
      the Debtor that are necessary in its chapter 11 case.

Howard Landau, the president and a managing member at Landau
Public, is one of the lead professionals from his Firm performing
services to the Debtor.  Mr. Landau charges $250 per hour for his
services.  Mr. Landau discloses that Landau Public received a
$7,500 retainer.  

Mr. Landau reports Landau Public' professionals bill:

      Professional       Hourly Rate
      ------------       -----------
      Laura Scharf          $200
      Lindsy Breese         $125
      Jan Tittle             $95

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

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


PROCARE AUTOMOTIVE: Wants Court to Okay CEO'S Employment Agreement
------------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Ohio to approve the
Employment Agreement with Eric Martinez.

Mr. Martinez has been the Debtor's chief executive officer and
chief financial officer for two years.  The Debtor tells the Court
that Mr. Martinez has the requisite institutional history and
knowledge and the experience and skills necessary to support the
Debtor's business operations pending the sale of its assets as a
going-concern.

              Summary of the Martinez Agreement

1) Term of Engagement: from the petition date through termination
   of the engagement and Mr. Martinez can be terminated with or  
   without cause.

2) Position and Annual Salary: the Debtor's CEO and CFO and an
   annual salary of $250,000, plus benefits and reimbursement of
   travel expenses.

3) Bonus: .35% of any cash sale price and .35% of any deferred
   sale price based on future earnings.

4) Indemnification: The Debtor agrees to indemnify Mr. Martinez
   for costs arising out of any and all claims, whether threatened
   or actual in connection with his employment activities with the
   Debtor.  The Debtor is not obligated to indemnify Mr. Martinez
   for his willful acts of misconduct.

The Debtor tells the Court that the Martinez Employment Agreement
is fair and reasonable and its approval is in the best interests
of its estate and its creditors.

The Court will convene a hearing at 10:30 a.m., on March 30, 2006,
to consider the Debtor's request.

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


PROGRESSIVE GAMING: Filing Delay Cues S&P to Put Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Progressive Gaming International Corp., including the 'B'
corporate credit rating, on CreditWatch with negative implications
following the company's announcement that on March 16, 2006, it
would file for a 15-day extension to file its 2005 10-K.  

The filing delay is related to two non-recurring licensing
transactions.  The Las Vegas-based gaming-related products
developer expects to file its audited 2005 10-K by the 15-day
calendar extension filing date of March 31, 2006.
      
"While Progressive Gaming has described the transactions as
non-recurring, the CreditWatch listing reflects uncertainties
surrounding the potential financial impact of the pending audit
and the delayed 10-K filing," said Standard & Poor's credit
analyst Peggy Hwan.

In the September 2005 quarter, Progressive Gaming determined it
would not be able to recognize $6 million in revenue and $4.5
million in EBITDA related to two software license transactions
that had been included in the company's previous guidance for the
quarter.  Expected total EBITDA in 2005 is slightly under $20
million.  In resolving the CreditWatch listing, Standard & Poor's
will evaluate the outcome of the audit and the potential impact on
Progressive Gaming's financial position.
     
Rating implications vary considerably depending on the outcome of
Standard & Poor's review, with possibilities from an affirmation
to a multiple-notch downgrade.


REPUBLIC STORAGE: Agrees to Sell Assets to Private Equity Firm
--------------------------------------------------------------
Republic Storage Systems Company, Inc., agreed to sell the
majority of the company's assets to Monomoy Capital Partners, LLC,
a New York-based private equity group.  

The Company's management justifies the move saying it is expected
to preserve more than 350 Canton jobs and revitalize the nation's
leading producer of storage lockers.

To complete the transaction, Republic filed a voluntary,
prenegotiated bankruptcy proceeding under Chapter 11 of the
Bankruptcy Code and a motion to approve the sale to an affiliate
of Monomoy in the next 45 days.

Republic has:

     * concluded a complete agreement with Monomoy to acquire the
       business,

     * refinance the company's financial obligations and

     * provide Republic with unprecedented financial flexibility
       and management resources.

In addition, Monomoy has reached a critical agreement in principle
with United Steelworkers Local 2345 on a new collective bargaining
agreement that substantially eliminates liabilities, reduces costs
and improves operating efficiencies.  Union members will be asked
to ratify the agreement later this month.

Together, these actions will allow the company to continue
operating during its most critical business season and position
Republic for future success with additional resources, fewer
financial restrictions and greater flexibility.

"We are taking these actions proactively and voluntarily to make
Republic more financially sound, to enable us to better serve our
customers and preserve jobs for our employees," said James T.
Anderson, president and chief executive officer of Republic.  
"Through this process, we will improve every aspect of the company
by reducing costs, improving productivity and eliminating more
than $30 million in long-term obligations."

Stephen Presser, a principal of Monomoy Capital Partners, said,
"We are excited to invest substantial capital and turnaround
resources in Republic.  Despite its unlikely challenges over the
past two years, Republic remains a true market leader with
dedicated and talented employees, a high-quality product and the
best distributor network in the industry.  We are confident that
the Monomoy transaction, plus our new agreement with the
Steelworkers, will solve the company's financial issues and
position Republic for unparalleled success."

Mr. Anderson said the process will continue under court
protection, and Republic will maintain normal operations.  The
company and Monomoy will ask the court to complete the sale within
two months, subject to the court's schedule and approval.

"Our customers can expect the same high level of service
throughout the busy summer ordering season," he said.  "This
transaction gives us the resources to expand production and reduce
lead times over our peak summer season.  We will be working harder
than ever to help our customers be successful by delivering a
quality product, on time, on spec and on budget."

Three primary factors:

     * a major flood that caused a six-week shutdown in 2003,

     * the doubling of steel prices in 2004, and

     * unsustainable costs for retiree health care and pension
       benefits,

negatively affected Republic's financial fortunes.

Together, these factors strained Republic's relationship with its
lenders and forced the company to seek a permanent financial
restructuring through the Monomoy transaction and the bankruptcy
proceeding.

Republic expects that all employees and vendors will continue to
be paid for services in the ordinary course of business following
the filing.  Republic will finance continued operations with
debtor-in-possession financing from GE Capital, its current senior
lender.

He noted that shares awarded under the company's employee stock
ownership plan (ESOP) are not likely to have any value and that
there will be implications for the employee benefits program,
pension plan and retiree health care coverage.  Specifics will be
shared with employees and retirees as they are determined during
the Chapter 11 process and by the new owners.

For example, it is very likely that the traditional defined-
benefit pension plan will be terminated and turned over to the
Pension Benefit Guarantee Corporation (PBGC), the government
program that guarantees pensions.  For some retirees, this will
have no effect and they will continue to receive their pension
checks as usual.  However, for some others, particularly those who
retired from higher-paid positions, there may be a reduction in
their ongoing payments, based on PBGC funding formulas and
payment caps.  Another outcome of the process is likely to be
discontinuation of company-paid health insurance benefits for
retirees.

"These are unfortunate, but necessary steps to reduce the high
legacy costs we have struggled with for many years," Mr. Anderson
said.  "Nevertheless, we recognize the enormous sacrifices that
our employees have made over the past three years to preserve the
company, and we applaud the unprecedented actions by the
Steelworkers Union to forge a new labor agreement with Monomoy
that will make Republic better than ever."

In its court filing, the company said it has entered into an asset
purchase agreement under which virtually all of its assets would
be acquired by Monomoy and the current management team would
remain in place through the transaction.  The parties plan to
consummate the purchase under section 363 of the bankruptcy code,
subject to certain conditions including approval by the Bankruptcy
Court, higher and better offers, customary closing conditions and
any required governmental approvals.

                 About Monomoy Capital Partners

Monomoy Capital Partners -- http://www.mcpfunds.com/-- is an  
experienced private equity group that makes controlling  
investments in smaller companies that require operational or
financial restructuring.  Monomoy targets fundamentally sound
businesses with revenues less than $150 million and acquires
businesses through bankruptcy, out-of-court restructurings,
corporate divestitures and other complex transactions.  Monomoy
was founded in March 2005 to concentrate on special situations in
the smaller end of the middle market. Republic will be Monomoy's
fourth acquisition in the past eight months.

             About Republic Storage Systems Company

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,  
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Balter &
Griswold, LLP, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
an estimated assets and debts of $10 to $50 million.


SAINT VINCENTS: Court Approves Use of Government Grant Funds
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to pay in full and prior to confirmation of
any plan of reorganization:

    (a) 348 Prepetition Claims for which they have received Grant
        funds postpetition; and

    (b) any of the 46 Unfunded Prepetition Claims, without further
        Court order, if and when a Grant Agency provides Grant
        funds to pay that claim.

As reported in the Troubled Company Reporter on Feb. 7, 2006, the
Debtors had explained that paying prepetition claims with the
grant funds decreases the amount of prepetition claims against
their estates without a proportionate decrease in the value of the
estates themselves.

The Debtors regularly apply for, and receive, grants from various
federal and state agencies.  

According to Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Debtors have identified $545,686 in unpaid
prepetition claims for which they either have received, or have
the right to receive, Grant funds.

Prior to the Petition Date, the Debtors received $308,944 from
Grant Agencies that they have not distributed to the appropriate
vendors as payment for goods or services provided to them
prepetition.

A list of the 292 Unpaid Prepetition Claims associated with the
prepetition Grant funds is available for free at:

               http://ResearchArchives.com/t/s?694

Since their bankruptcy filing, the Debtors have received $142,886
from Grant Agencies related to claims for goods and services
supplied prepetition.

A list of the 74 Unpaid Prepetition Claims associated with the
postpetition Grant funds is available for free at:

               http://ResearchArchives.com/t/s?695

Mr. Troop relates that there exists $93,856 in unpaid prepetition
claims for which the Debtors have the right to receive payment
under existing Grants, but for which they have not yet received
any Grant monies.

A list of the 46 Unfunded Prepetition Claims is available for free
at http://ResearchArchives.com/t/s?696

Mr. Troop tells the Court that none of the Grant funds the Debtors
received either prepetition or postpetition have been physically
segregated from the Debtors' general operating funds.  However,
the Debtors have records detailing:

   * the claims for which Grant monies have been received under
     either the "prepay" or "voucher" system;

   * the subset of those claims that have not yet been paid; and

   * the claims for which no Grant monies have yet been received
     by the Debtors.

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: Can Set Up Port Chester Residence Facility
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincent Catholic Medical Centers of New York and
its debtor-affiliates to enter into enter into:

    (a) contracts with the New York State Office of Alcoholism and
        Substance Abuse Services to:

        * accept funding up to $600,000 to renovate the Spring
          Street Property to establish the Community Residence
          Facility; and

        * operate the Community Residence Facility; and

    (b) a lease with the Church of Our Lady of Mercy for the
        Spring Street Property.

If prior to the confirmation of a plan of reorganization for
SVCMC:

    (i) the Debtors' expenses for renovating the Spring Street
        Property to establish the Community Residence Facility
        exceed the funding provided by OASAS or a similar
        governmental agency; or

   (ii) the terms of the contracts with OASAS are otherwise
        materially different than that described in the Motion or
        there is a change in SVCMC's expectation to be reimbursed
        by OASAS for any shortfall in the event the budget
        underestimates the net operating expenses of the Community
        Residence Facility,

SVCMC will either receive the consent of the Official Committee
of Unsecured Creditors or obtain a further Court order prior to
expending non-grant funds on the Community Residence Facility.

As reported in the Troubled Company Reporter on Feb. 7, 2006, the
Debtors proposed to establish a community residence facility at a
building located at 18 Spring Street in Port Chester, New York, to
provide a structured, supervised environment for women with
chemical dependencies who are transitioning to a dependency-free
lifestyle.  It will be a 20-bed, transitional residence that will
provide 24-hour care to females who, after a short stay at the
facility, will be ready to resume an independent life outside the
Community Residence Facility.

The establishment of the Community Residence Facility requires
SVCMC to enter into three agreements:

(1) The Capital Grant Agreement -- An agreement with OASAS to
    provide the funding of up to $60,000, to renovate the Spring
    Street Property to make it suitable for the Community
    Residence Facility.

    The Capital Grant Agreement was signed by OASAS on July 19,
    2005, approved by the New York State Attorney General on
    August 23, 2005, and approved by the New York State
    Comptroller's Department of Audit and Control on Sept. 15,
    2005.

    The $600,000 limit imposed under the Capital Grant Agreement
    should be more than sufficient to cover all the expenses, Mr.
    Troop asserts.  It is based on a cost estimate performed by
    an architect, and it includes a $72,000 cushion for
    contingencies that may occur during the renovation period.

    OASAS' payment of the funds to SVCMC will be either by
    advance or reimbursement, determined in OASAS' sole
    discretion.

(2) The Operating Grant Agreement  -- An agreement with OASAS to
    provide ongoing funding to cover the operational expenses of
    the Community Health Facility.

(3) A lease with the Church of Our Lady of Mercy for the Spring
    Street Property

    The Spring Street Lease provides for an initial term of 10
    years, with the option for SVCMC to renew the lease for two
    additional five-year terms as long as SVCMC is not in default
    under the Lease.  The monthly rent for the Spring Street
    Property is $4,250 for the first five years and $4,463 for
    the next five years.

    SVCMC has the right to terminate the Spring Street Lease upon
    three month's prior written notice to the Church of Our Lady
    of Mercy if OASAS terminates funding to SVCMC for the
    Community Residence Facility.

Accordingly, the Debtors sought for the Court's authority to enter
into the Capital Grant Agreement, the Operating Grant Agreement
and the Spring Street Lease.

                      About Saint Vincents

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: Court OKs Broadway and Classon Lease Agreements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved agreements related to Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates' Broadway and
Classon Leases.

As reported in the Troubled Company Reporter on Feb. 13, 2006, the
Debtors reached an agreement with the landlords of four non-
residential real property leases.

1. 170 Broadway

Saint Vincent Catholic Medical Centers and AMG Realty Partners,
LP, have agreed to extend SVCMC's lease of a non-residential real
property located at 170 Broadway, Suite 1208, in New York.  The
Debtors operate the World Trade Center disaster services
ambulatory healthcare clinic at the 2,500 sq. ft. space at 170
Broadway.  The clinic, including leasehold expenses, is funded
entirety by external, non-debtor sources, like the American Red
Cross.

Pursuant to the parties' agreement, the Broadway Lease will be
extended for a one year term, retroactive to October 1, 2005, and
the Debtors will have the option to terminate the Lease on six
months' notice to AMG.  Monthly rent for the Broadway Lease will
be $5,000 plus additional rent comprised of certain utility
charges.

2. 635, 637, 639 Classon Avenue

The Debtors lease 635, 637, 639 Classon Avenue in Brooklyn, New
York, which houses a Methadone treatment program they operate.  
The New York State Office of Alcoholism and Substance Abuse
Services funds the Classon Lease in its entirety.

Pursuant to an agreement between the Debtors and Shiloh Realty
Corp., the Debtors will continue to lease the 7,000 square feet
of clinic space in Classon Avenue for an additional five-year
period, subject to their option to terminate the Classon Lease on
60 days' notice to Shiloh.  The Debtors will be obligated to
remit a $5,300 monthly rent, plus additional rent comprised of
utility and cleaning expenses.

In addition to the Broadway and Classon Leases, the Debtors also
inked agreements pertaining to their University Place Lease and
the Forest Avenue Lease.  The Court will consider the Debtors'
request to assume these leases at a later date.

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)


SASKATCHEWAN WHEAT: S&P Upgrades Subordinated Debt Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Saskatchewan Wheat Pool (SWP) to 'B+' from 'B'
and raised the bank loan rating on its CDN$250 million secured
asset-based credit facility to 'BB' from 'BB-' with a '1'
recovery rating.

At the same time, Standard & Poor's raised its long-term
subordinated debt rating to 'B-' from 'CCC+'.  The outlook is
stable.

"The upgrade reflects SWP's much strengthened balance sheet
resulting from an extensive financial restructuring coupled with
strong EBITDA contribution expected in fiscal 2006 (ending
July 31, 2006) from an above-average grain harvest experienced in
the fall of 2005," said Standard & Poor's credit analyst Don
Povilaitis.  "These factors are offset by the ongoing
unpredictability of the annual grain harvest and relatively weak
cash flow," Mr. Povilaitis added.
     
Regina, Sask.-based SWP is the second-largest Canadian
agribusiness with about a 23% market share of 2005 western
Canadian grain receipts.  SWP's other core operations include:

   * the agriproducts segment -- SWP is Canada's second-largest
     agricultural retailer; and

   * a small agrifood-processing segment, which manufactures and
     markets value-added products associated with oats and
     malt barley.
     
SWP's capital structure has strengthened considerably, and is
beginning to benefit from a series of major financial
restructuring initiatives that took place in fiscal 2005.  SWP's
credit protection measures reflect the positive impact of this
recapitalization despite weak cash flow generation, given the
shortfall in grain volumes and margins during the previous fiscal
year.  The net effect of the fiscal 2005 restructuring has been a
reduction of term debt and an increase in shareholders' equity and
SWP's credit metrics are likely to continue to improve markedly
due to this restructuring.
     
SWP's revenues in the traditionally soft first quarter (to
Oct. 31, 2005) of fiscal 2006 rose 20%, reflecting higher grain
shipments of nonboard grains.  As a result, SWP's market share
rose and net losses were less than half of those the year before.
Although credit measures remained typically weak in the first
quarter, improvement is expected throughout fiscal 2006 due to one
of the best grain harvests of the past 10 years in calendar year
2005.
     
The outlook is stable.  The company's various financial
restructuring initiatives and the financial contribution expected
from the above-average harvest in 2005 provide support for the
current rating.  The outlook could be revised to positive if the
company's credit protection measures improve significantly from
current levels, which could be made possible by further debt
reduction and further operational improvement.  Conversely, an
unforeseen event, such as a very poor harvest in the fall of
calendar 2006, given the high unpredictability of annual harvests
or a major decline in agriproducts sales, could result in the
outlook being revised to negative.


SINGING MACHINE: Pays $2 Mil. to Retire $4 Mil. of Sub. Debentures
------------------------------------------------------------------
The Singing Machine Company (AMEX:SMD) retired the entire
$4 million subordinated debenture, which came due on Feb. 20,
2006, plus accrued interest of $270,000, for a total cash payment
of $2 million.  The Company expects to report a one-time gain of
approximately $2.27 million related to the retirement of the
debenture in its financial statements for the three months ended
March 31, 2006.  Warrants expiring on Sept. 7, 2006 to purchase
approximately 487,000 shares of The Singing Machine common stock
for $0.85 per share that were issued in connection with the
subordinated debenture remain outstanding.

Funds to complete this transaction were provided by a $2 million
bridge loan from Ever Solid Ltd., a Hong Kong subsidiary of
Starlight International Holdings Ltd.

On Feb. 27, 2006, The Singing Machine reported an agreement in
principle under which, subject to the successful restructuring
of the $4 million subordinated debenture and other conditions,
koncepts International Ltd., a Hong Kong subsidiary of Starlight
International Holdings Ltd., would acquire approximately
12.9 million newly issued, unregistered shares of the Company's
common stock (representing approximately 56% of the total number
of shares issued and outstanding following the closing of the
proposed transaction) for a total of $3 million, or $0.233 per
share, and would receive warrants to acquire up to an additional
5 million shares over a four-year period at prices ranging from
$0.233 to $0.350 per share.

"We are extremely pleased to resolve the subordinated debt issue,
which has been a major challenge and distraction for the Company,"
Y.P. Chan, Interim CEO of The Singing Machine, said.  "I want to
thank all of the sub-debt investors for their constructive
approach to resolving this matter as well as for their continuing
support.  This restructuring removes the major contingency for the
koncepts International Ltd. investment in The Singing Machine.  We
look forward to completing that transaction in the near future and
to working with Starlight, our key supplier, to expand our
business."

                About The Singing Machine Company

Headquartered in Coconut Creek, Fla., The Singing Machine Company
-- http://www.singingmachine.com/-- develops and distributes a  
full line of consumer-oriented karaoke machines and music as well
as other products under The Singing Machine(TM), Motown(TM),
MTV(TM), Nickelodeon(TM), Hi-5(TM) and other brand names.  The
first to provide karaoke systems for home entertainment in the
United States, The Singing Machine sells its products in North
America, Europe and Asia.

As of Dec. 31, 2005, Singing Machine's balance sheet showed
$9,333,161 in total assets and $12,650,279 in total liabilities,
resulting in a stockholders' deficit of $3,317,118.  At Dec. 31,
2005, the company had an accumulated deficit of $15,056,444.

                         *     *     *

                      Going Concern Doubt

Berkovits, Lago & Company, LLP, expressed substantial doubt about  
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.


SIRVA INC: To Sell Business Services Division in UK and Ireland
---------------------------------------------------------------
SIRVA, Inc. (NYSE: SIR), signed a definitive agreement with Crown
Worldwide Holdings Ltd. to sell its Business Services Division in
the UK and Ireland which includes its UK Records Management
business, GB Nationwide Crate Hire business and the Irish Security
Archives unit for total cash consideration of approximately GBP50
million Sterling ($87 million).  The transaction is subject to
customary closing conditions, including the consent of lenders
under SIRVA Worldwide, Inc.'s credit facility, and is expected to
be completed in the near term.  Crown will acquire the stock of
Irish Security Archives Ltd., and the assets of GB Nationwide and
the Records Management Business of Pickfords.  SIRVA, Inc. was
advised by Lazard in this transaction.

Since 2004, SIRVA has been divesting non-strategic assets to allow
for exclusive focus on its core Relocation and Moving Services
businesses.

               About Crown Worldwide Holdings Ltd.

Crown Records Management specializes in the management and storage
of business information, from electronic and digital media to hard
copy.  Post acquisition, the Crown Group will manage circa 14
million records cartons in 46 countries, operating from over 140
worldwide locations and serving approximately 10,000 clients.

The Crown Worldwide Group -- http://www.crownworldwide.com-- is  
privately held and headquartered in Hong Kong.  The Crown
Relocations division provides global employee relocation services
for corporations, private clients, public sector & diplomats.  The
Crown Logistics division provides other specialized commercial
import/export, freight forwarding and distribution services.

                        About SIRVA, Inc.

SIRVA, Inc. -- http://www.sirva.com-- is a leader in providing  
relocation solutions to a well-established and diverse customer
base around the world.  The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and title insurance.  
SIRVA conducts more than 365,000 relocations per year,
transferring corporate and government employees and moving
individual consumers.  The company operates in more than 40
countries with approximately 6,000 employees and an extensive
network of agents and other service providers.  SIRVA's well-
recognized brands include Allied, northAmerican, Global, and SIRVA
Relocation in North America; Pickfords, Huet International,
Kungsholms, ADAM, Majortrans, Allied Arthur Pierre, Rettenmayer,
and Allied Varekamp in Europe; and Allied Pickfords in the Asia
Pacific region.

Standard & Poor's assigned BB+ Long-Term Foreign and Local Issuer
ratings to Sirva Inc. on Aug. 9, 2005.


SKIN NUVO: Committee Wants Executive Risk Settlement Pact Approved
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Skin Nuvo
International, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada to approve its
settlement agreement with the Debtors and Executive Risk
Indemnity Inc.

                         Adversary Complaint

On Sept. 1, 2005, the Committee filed a complain under Adversary
No. 05-05092 against  Jeffrey Schmidt, Bonnie Schmidt, Gary
Gelnette, and Susan Gelnette, certain officers and managers of
Skin Nuvo.  The Committee alleged that the defendants breached
their fiduciary duties to the Debtors and their creditors by
carelessly and imprudently failing to exercise good faith.

Executive Risk issued Diversified Health Care Organization
Directors and Officers Liability Insurance Policy No. 6801-8616 to
Skin Nuvo International Laser Centers, for the Dec. 7, 2004 to
Dec. 7, 2005 Policy Period.  Some or all of the individual
defendants gave requested coverage under the policy in connection
with the adversary complaint.  The policy's limit of liability is
$1 million, including defense expenses.

Jeffrey and Bobby Schmidt filed a joint Chapter 7 petition in the
Court.  On Nov. 25, 2005, the Court approved a stipulation for
relief from the stay so that the Committee could continue to
pursue its claims raised in the adversary complaint.

                       ERII Coverage Action

On Nov. 15, 2005, Executive Risk filed an action against the
individual defendants seeking a declaratory judgment confirming
that Executive Risk was entitled to deny coverage based on alleged
material misinterpretations and omissions in the application for
the policy.  Upon learning of the Schmidt Bankruptcy, the
insurance company voluntarily dismissed the Schmidts from the ERII
Coverage Action without prejudice.

The Committee sought a declaratory judgment to establish coverage
and filed an adversary proceeding against Executive Risk on Nov.
15, 2005.

                       Settlement Agreement

To avoid substantial legal fees and cost that will be incurred in
resolving the adversary complaint, the Committee litigation, and
other related matters, the Committee, the Debtors and Executive
Risk agreed to settle their dispute.

Under the settlement agreement, Executive Risk will pay $305,000
to the bankruptcy estates in exchange for the rescission of the
policy.  Upon the rescission of the policy, any obligations of the
insurance company to the Committee and the Debtors under the
policy, will be extinguished.

In addition, the Committee will dismiss with prejudice the
adversary complaint and the Committee coverage action, will
withdraw the filed in the Schmidt Babnkruptcy, and Executive Risk
will dismiss with prejudice the ERII Coverage Action.

If the proposed settlement is consummated, the individual
defendants will be benefited.  

                          About Skin Nuvo

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering   
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., at Hance Scarborough Wright Ginsberg &
Brusilow, LLP and Nile Leatham, Esq. & James B. MacRobbie, Esq.,
at Kolesar & Leatham, Chtd., represent the Debtors.  The Company
and its debtor-affiliates filed for chapter 11 protection on
March 7, 2005 (Bankr. D. Nev. Case No. 05-50463).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


SMART HOME: Moody's Puts Ba1 Rating on Class B-1A Mortgage Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings from Aa3 to Ba1 to
additional notes issued by SMART HOME Reinsurance 2005-2 Limited
and SMART HOME Credit 2005-2 LLC following the initial closing on
Dec. 14, 2005.

Smart Home 2005-2 is a synthetic securitization of mortgage
insurance risk associated with a reference portfolio of
approximately $6.27 billion of non-prime and Alt-A mortgage loans.  
The mortgage insurance is provided by Radian Guaranty Inc.  The
expected performance of the loans in the reference portfolio,
estimated in a range of economic environments, and adjusted for
the loss absorption rates of mortgage insurance, drive the
ratings.  Credit enhancement for the securities is provided
primarily through subordination.

The bulk of the loans constituting the reference pool were
originated by Ameriquest Mortgage Corp., Flagstar Bank, Option One
Mortgage Corp., Wells Fargo Bank, N.A., Homecomings Financial, and
Citigroup.  The portfolio is static as in most home equity
securitizations.

Through a reinsurance agreement with the securities issuers,
Radian pays a fee for the assumption of a portion of the mortgage
insurance risk.  Investors are exposed to risk from the mortgage
insurance and have an interest in the holdings of the issuer,
which include highly rated investments, and fee collections on the
reinsurance agreement.

The complete rating actions are:

       Co-Issuer: SMART HOME Reinsurance 2005-2 Limited
       Co-Issuer: SMART HOME Credit 2005-2 LLC
       Issue: Synthetic Mortgage Notes due on November 2012

                    * Class M-3A, rated Aa3
                    * Class M-4A, rated A1
                    * Class M-5A, rated A1
                    * Class M-6A, rated A3
                    * Class M-7A, rated Baa1
                    * Class M-8A, rated Baa2
                    * Class M-9A, rated Baa3
                    * Class B-1A, rated Ba1


SOUTHERN EQUIPMENT: S&P Puts B Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Southern Equipment Co. Inc.,
which does business as Ready Mixed Concrete Co., on CreditWatch
with developing implications.
     
The rating action followed the company's announcement that unrated
Cementos Argos S.A., a leading Colombian cement company, has
entered into a definitive agreement to acquire RMCC Group Inc.,
the parent company of Southern Equipment, for $435 million.
     
The transaction is subject to regulatory approvals.
     
"The CreditWatch with developing implications reflects the
uncertainties surrounding how the transaction will be structured
and if Southern Equipment Co. Inc will remain as a separate
entity," said Standard & Poor's credit analyst Lisa Wright.
     
Ready Mixed's $150 million senior subordinated notes due 2012,
have a change-of-control provision.  Ready Mixed is based in
Raleigh, North Carolina.


STANDARD PARKING: S&P Raises Sr. Subordinated Debt Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings on Standard Parking Corp. to 'B+'
from 'B' based on the company's improved financial profile.
     
At the same time, Standard & Poor's raised the senior subordinated
debt rating to 'B-' from 'CCC+'.  The senior secured credit
facility is rated the same as the corporate credit rating, with a
recovery rating of '2', indicating that investors could expect
substantial recovery of principal (80%-100%) in the event of
default.
     
The outlook is stable.

Chicago-based Standard Parking had about $92.1 million in total
debt outstanding as of Dec. 31, 2005, excluding operating lease
obligations.
     
"The ratings on Standard Parking reflect its narrow business
focus, leveraged financial profile, and exposure to the cyclical
travel industry and adverse economic conditions," said Standard &
Poor's credit analyst Mark Salierno.  "Partially offsetting these
risks are the company's strong market position within the highly
fragmented and competitive parking industry, and its geographic
diversity in North America and fairly predictable cash
flow-generating ability."
     
Standard Parking, a provider of on-site management services at
urban and airport parking facilities, operates in more than 300
cities in the U.S. and Canada and maintains a strong presence in
major markets across the U.S., providing some geographic diversity
to its operations.  Despite its somewhat narrow business focus, it
is a leading provider of parking services.


STELCO INC: Board Confirms Delisting of Common Shares from TSX
--------------------------------------------------------------
Toronto Stock Exchange (TSX) delisted Stelco Inc.'s common shares
as at the close of trading on Friday, March 10, 2006, at the
Company's behest.

The Company's board of directors had authorized the filing of a
delisting application.  As disclosed on previous occasions, there
is insufficient value in the Company under the approved
restructuring plan to provide recovery for the current common
shareholders.  As a result, the existing common shares will be
eliminated on plan implementation with no value being attributed
to them.

                          About Stelco

Stelco is expected to emerge from its Court-supervised
restructuring on March 31, 2006.  At that time, new common shares
will be issued under the approved restructuring plan and are
expected to begin trading on the TSX on April 3, 2006, subject to
certain conditions.

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

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

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


TEC FOODS: Wants to Continue Using Cash Collateral Until June 30
----------------------------------------------------------------
TEC Foods, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan for authority to continue using cash
collateral securing repayment of prepetition obligations to Wells
Fargo Bank, N.A., until June 30, 2006.

The Debtor anticipates filing a reorganization plan by June and
successfully emerging from chapter 11 shortly thereafter.

             Prepetition Debt, Cash Collateral Use
                    & Adequate Protection

As reported in the Troubled Company Reporter on Jan. 13, 2006,
the Debtor owes Wells Fargo $5,088,880 of prepetition loans.  The
loans are secured by substantially all of the Debtor's assets as
evidenced by various mortgages, security agreements, promissory
notes and other instruments and documents.

The Debtor's continued use of Well's Fargo's cash collateral will
be used for operating expenses, including payments for payroll and
vendors, continuation of its retail operations and to maintain the
value of its estate.

As adequate protection for any diminution in the value of the
prepetition collateral, Wells Fargo is granted postpetition
replacement liens in the Debtor's property and the Debtor will
continue to invest the cash collateral to maintain its operations.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection form
its creditors, it estimated assets and debts between $10 million
and $50 million.


TELEGLOBE COMMS: Asks Court for Final Decree Closing Ch. 11 Cases
-----------------------------------------------------------------
The Reorganized Teleglobe Communications Corporation and its
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to issue a final decree closing these Chapter 11 cases:

      Debtor                           Case No.
      ------                           --------
      Optel Telecommunications, Inc.   02-11520
      Teleglobe Holding Corp.          02-11523
      Teleglobe Telecom Corporation    02-11524
      Teleglobe Investment Corp.       02-11525

The Reorganized Debtors tell the Court that the Merged Debtors'
chapter 11 cases have been fully administered with the meaning of
Section 350 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Mar. 1, 2006, the
Court confirmed Teleglobe's Amended Chapter 11 Plan on Feb. 11,
2005, and that Plan took effect on March 2, 2005.  Pursuant to the
Plan, the Reorganized Debtors have consummated the restructuring
transactions whereby the merged Debtors combined into certain of
the remaining Reorganized Debtors.

Accordingly, the Merged Debtors no longer exist as separate legal
entities and, therefore, there is no need for their chapter 11
cases to remain open.

The Reorganized Debtors believe that closing the Merged Debtors'
chapter 11 cases will preserve their funds.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/-- is a wholly owned  
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


TELEGLOBE COMMS: Wants Until May 24 to Object to Claims
-------------------------------------------------------
The Reorganized Teleglobe Communications Corporation and its
affiliates and the Plan Administrator ask the U.S. Bankruptcy
Court for the District of Delaware to further extend until
May 24, 2006, the period within which they can object to claims
filed against their estates.

The extension, the Reorganized Debtors say, will give them more
time to finalize their analysis of all proofs of claims and
interests.  The Reorganized have been working to diligently to
review and reconcile approximately 1,000 claims and have made
significant progress to date.

In addition, the Reorganized Debtors have only a handful of claims
left to review and fully expect to file any additional claim
objections within the next few months.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/-- is a wholly owned  
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


TNS INC: S&P Puts BB- Ratings on Watch With Negative Implications
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings on Reston, Virginia-based
TNS Inc. on CreditWatch with negative implications.  The
CreditWatch listing follows the announcement that TNS received a
nonbinding proposal from members of senior management to acquire
the outstanding shares of TNS for a cash price of $22.00 per
share, or approximately $0.5 billion.  The board of directors has
established a special committee to evaluate this proposal.
      
"The CreditWatch listing reflects uncertainty surrounding the
financing plans should this acquisition occur," said Standard &
Poor's credit analyst Ben Bubeck.

While the terms of the acquisition are not currently known,
operating lease-adjusted leverage would likely increase
substantially from current levels in the low-2x area.  Standard &
Poor's will monitor the progress of the special committee, and
meet with management to discuss financing plans for the
transaction, should the board of directors approve the proposal,
to resolve the CreditWatch listing.


TRUE TEMPER: S&P Puts CCC+ Subordinated Debt Rating on Creditwatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on golf club
shaft manufacturer True Temper Sports Inc. (TTSI) on CreditWatch
with negative implications, including:

   * the 'B' corporate credit and bank loan ratings; and
   * the CCC+' subordinated debt rating.  

Approximately $222.7 million of total debt was outstanding at
Memphis, Tennessee-based TTSI as of Oct. 2, 2005.
     
"The CreditWatch placement follows the March 13, 2006,
announcement by the company that it plans to amend its senior
secured credit facility," said Standard & Poor's credit analyst
Mark Salierno.
     
The amendment would allow the company to borrow an additional
$15 million under its bank facility to pursue future acquisitions.  
No further details were provided.  Although Standard & Poor's
recognizes that financial performance improved in fiscal 2005, the
company remains highly leveraged.  Because of the company's highly
leveraged capital structure, Standard & Poor's is concerned that a
debt-financed acquisition would delay additional debt reduction
efforts and potentially reduce the company's near-term financial
flexibility.
     
Standard & Poor's will continue to monitor developments and will
meet with management to discuss the company's strategic plan, pro
forma capital structure, and financial policy before resolving the
CreditWatch listing.


TUCSON ELECTRIC: S&P Revises Rating Outlook to Stable from Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook
to stable from negative on Tucson Electric Power (TEP).  Standard
& Poor's also affirmed its ratings on TEP.  The outlook revision
was a result of financial results that, while not strong for the
rating, exceeded Standard & Poor's worst-case projections.  

The Company holds S&P's 'BB' long-term corporate credit rating.  
     
"The stable outlook reflects our expectation that stagnant
consolidated cash flow metrics over the past two years resulted
from one-time events and that future credit metrics will improve,"
Standard & Poor's credit analyst Anne Selting said.  "The
company's continued commitment to deleveraging the consolidated
capital structure is critical to sustain TEP's ratings.  We also
assume that the regulatory outcomes for TEP, UNS Gas, and UNS
Electric will continue to support credit quality."
     
"An unfavorable resolution of TEP's ratemaking treatment after the
end of its rate cap in 2009 could result in a lowering of the
ratings or a negative outlook," she added.  "Given that credit
metrics are weak for the current rating and that regulatory risk
may be increasing for the company, there is little potential for
ratings improvement in the near-term."   
     
Factors tempering the rating include:

   * a retail cap in place through 2008, which puts TEP at risk
     for being unable to pass through cost increases to its retail
     customers;

   * cash coverage metrics that have not improved since 2003;

   * higher-than-average retail rates; and

   * uncertainty associated with how TEP will be regulated after
     the end of its rate cap.
     
TEP, a vertically integrated, investor-owned utility in Arizona,
serves about 385,000 customers within Tucson and southeastern
Arizona.  The company is a wholly owned subsidiary of UniSource
Energy Corp.


UNISYS CORP: Plans to Sell 28% Equity Stake in Nihon Unisys
-----------------------------------------------------------
Unisys Corporation (NYSE: UIS) disclosed that it plans to sell its
stake in Nihon Unisys Limited of Japan.  The Company said that the
sale of NUL shares will not affect the relationship between the
two companies in the Japanese market.  NUL will remain the
exclusive distributor of Unisys hardware and software products in
Japan.

The sale is part of Unisys plan to divest non-core assets.  The
company intends to use proceeds from the stock sale to fund its
previously announced plans to reduce its cost structure in line
with its new, more focused business model.

"We are pleased to be able to continue our more than 50-year
collaboration with Nihon Unisys Limited to supply Unisys products
to the Japanese market and at the same time begin to fund the
necessary actions to position Unisys for long-term growth and
profitability," said Joe McGrath, president and CEO of Unisys.

Unisys currently owns approximately 28% of the shares in NUL, an
information technology services and product company publicly
traded in Japan.  NUL had annual sales of $2.9 billion in 2005.

Unisys intends to sell its approximately 30.5 million shares of
NUL stock and expects to close the sale early next week.  Assuming
all the shares are sold, Unisys expects to receive in excess of
$350 million in cash from the sale.

The sales are subject to certain contingencies.  Unisys will offer
some of the shares to NUL under NUL's recently announced open-
market stock repurchase program.  Under this program, NUL will
purchase its shares on a first-come, first-serve basis, and there
is therefore no guarantee all of the NUL shares tendered by Unisys
will be purchased.  The sale of the remaining shares is subject to
the execution of a definitive agreement and satisfaction of
customary closing conditions.

                            About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation --
http://www.unisys.com/-- is a worldwide provider of IT services  
and technology hardware.  The company generated $5.8 billion of
revenue in 2004.

At Sept. 30, 2005, Unisys' balance sheet showed a $141 million
stockholders' deficit compared to a $1.5 billion of positive
equity at Dec. 31, 2004.


US AIRWAYS: Inks Deal with GE Capital on New $1.1 Bil. Term Loan
----------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC), entered into a commitment
letter with GE Commercial Finance regarding a possible debt
financing transaction that would permit US Airways to refinance
approximately $1.1 billion of its outstanding indebtedness.

The new $1.1 billion term loan facility is expected to bear
interest at LIBOR plus 3.50% to 3.75%, subject to adjustment in
connection with:

     * the final loan documentation,
     * final credit ratings and
     * the syndication process.

The term of the facility is expected to be five years with the
entire principal amount of the loan payable in full at maturity.  
GE's commitment is subject to customary terms and conditions,
including negotiation and execution of definitive loan
documentation.

US Airways anticipates that the refinancing transaction, which is
currently targeted for completion by April 6, 2006, will permit
the company to extend maturities and reduce its near-term interest
expense by a significant amount.

GE Capital Markets, Inc., an affiliate of GE Commercial Finance,
will act as sole bookrunner for the facility.  Additionally, GE
Capital Markets and Morgan Stanley Senior Funding, Inc. will act
as joint lead arrangers for the facility.

There can be no assurance that the anticipated refinancing
transaction will be completed or, if completed, what the timing or
terms of such transaction will be.
    
                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VALOR COMMUNICATIONS: Earns $35.3 Million of Net Income in 2005
---------------------------------------------------------------
VALOR Communications Group, Inc. (NYSE: VCG) reported fourth
quarter and fiscal year 2005 consolidated financial and operating
results.

Fourth quarter and full-year highlights include:

     -- pro forma CAPD of $36.3 million for the fourth quarter and
        $134.2 million for 2005;

     -- adjusted EBITDA of $274 million and an Adjusted EBITDA
        margin of 54% for 2005;

     -- average monthly revenue per access line of $79.63 in 2005,
        an increase of $2.56 over the prior year;

     -- total access lines of 518,456 at Dec. 31, 2005, a
        decrease of 4% over the prior year.

     -- 52,759 DSL subscribers and 232,031 long distance customers
        at Dec. 31, 2005, increases of 131% and 7%, respectively,
        over the prior year.

"I am pleased to report pro forma cash available to pay dividends
of $134 million, which exceeded our 2005 pro forma guidance of
$128-133 million," commented Jack Mueller, VALOR Communications
Group, Inc. president and chief executive officer.  "Capital
expenditures of $57 million came in favorable to guidance of
approximately $59 million, and our pro forma payout ratio was
74.5% for 2005.  We more than doubled our DSL subscribers during
2005, exceeding our objectives for both DSL growth and
availability.  Our DSL and long distance penetration rates were
approximately 10% and 45%, respectively, at year-end."

Net income was $16.4 million in the fourth quarter of 2005.
Excluding $3.3 million of merger-related expenses and the related
tax effect incurred in the fourth quarter of 2005, net income was
$18.8 million.  

For full year 2005, net income was $35.3 million.  Excluding
merger-related expenses of $3.3 million and the related tax
effect, net income was $37.7 million for the full year.

For full year 2005, VALOR reported revenue of $506 million,
essentially flat compared to 2004, despite access line losses of
4%.

The Company's balance sheet at Dec. 31, 2005 showed $1,962,781,000
in total assets and $1,391,013,000 in total liabilities.

                      Alltel Wireline Merger

"We continue to work with the Wireline management team of Alltel
to develop and implement integration plans to ensure an efficient
transition.  We anticipate a smooth transition of back office
systems due to our selection of Alltel's billing platform several
years ago," commented Jack Mueller.  "In addition, we have
received early termination of the waiting period related to the
Hart-Scott-Rodino Antitrust Improvements Act and have received
transfer of control approval from the Federal Communications
Commission.  We have filed in all states where filing is required
and continue to anticipate a mid-year closing of the transaction."

                            About VALOR

Headquartered in Irving, Texas, VALOR Communications Group --
http://www.valortelecom.com-- is one of the largest providers of  
telecommunications services in rural communities in the
southwestern United States.  The company, through its subsidiary
VALOR Telecom, offers to residential, business and government
customers a wide range of telecommunications services, including:
local exchange telephone services, which covers basic dial-tone
service as well as enhanced services, such as caller
identification, voicemail and call waiting; long distance
services; and data services, such as providing digital subscriber
lines.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Standard & Poor's Ratings Services placed its ratings on Valor
Communications Group Inc., including the 'BB-' corporate credit
rating, on CreditWatch with positive implications after the
announcement that Valor will merge with the newly formed wireline
company created by the spin-off of ALLTEL Corp.'s wireline
business.  Valor, an Irving, Texas-based rural local exchange
provider, has approximately $1.2 billion of outstanding debt.

"The CreditWatch placement reflects our expectation that the
business and financial profiles for the new company will be
stronger than Valor's current profiles," said Standard & Poor's
credit analyst Susan Madison.


WII COMPONENTS: Earns $2.1 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
WII Components, Inc., reported results for the fourth quarter and
fiscal year ended December 31, 2005.

               Results for the Fourth Quarter 2005

Net sales for the fourth quarter 2005 increased approximately
$15.5 million to $67.4 million, or 29.9% compared to the fourth
quarter of 2004. This increase primarily relates to:

   1) increased volume driven by overall industry growth and
      market share gain;

   2) the acquisition of the assets of Dimension Moldings, Inc.,
      in July 2005; and, to a lesser extent,

   3) upward price adjustments due to increases in raw material
      costs.

Gross profit in the fourth quarter increased by approximately
$1.8 million or 18.9% to $11.3 million compared to last year's
fourth quarter gross profit of $9.5 million.  As a percentage of
net sales, the gross profit decreased 160 basis points year over
year.  This decrease primarily reflects higher material and labor
costs due to the continued strain on our mechanical capacities,
increases in our raw material costs, start-up costs for our
Pennsylvania facility, and unfavorable margins on an import
program.  This decrease is partially offset by leveraging our
fixed costs over a larger sales base.

Net income for the fourth quarter increased $0.1 million to
$2.1 million compared to the fourth quarter 2004.  This increase
is mainly driven by a larger gross profit in the fourth quarter
2005.

EBITDA for the fourth quarter was $9.1 million, up $0.7 million
compared to $8.4 million for the same quarter last year.  EBITDA
after certain adjustments was $9.5 million for the fourth quarter
2005, up approximately $0.7 million from an adjusted EBITDA of
$8.8 million in the fourth quarter 2004.

          Results for the Year Ended December 31, 2005

Net sales for the year ended December 31, 2005 were up
$56.5 million to $259.6 million, or 27.8% compared to the year
ended December 31, 2004.  This increase primarily relates to:

   1) increased volume driven by overall industry growth and
      market share gain;

   2) the acquisition of Grand Valley in April 2004 and the
      acquisition of the assets of Dimension Moldings, Inc. in
      July 2005; and, to a lesser extent,

   3) upward price adjustments due to increases in raw material
      costs.

Gross profit in the year ended December 31, 2005, increased by
approximately $6.4 million or 17.8% to $42.4 million compared to
the same period last year's gross profit of $36.0 million.  As a
percentage of net sales, the gross profit decreased 140 basis
points year over year.  This decrease reflects increases in
material and labor costs due to operational inefficiencies at our
Grand Valley operating facility, additional costs associated with
the continued strain on our mechanical capacities, increases in
our raw material costs, start-up costs in our Pennsylvania
facility, and unfavorable margins on an import program.  This
decrease is partially offset by higher operating efficiencies at
our other facilities and leveraging our fixed costs over a larger
sales base.

Net income for the year ended December 31, 2005 was $8.3 million,
up approximately $4.0 million from net income of $4.3 million for
same period in 2004.  This increase was primarily due to the
write-off of financing fees in 2004 of $2.1 million, net of tax.   
In addition, this increase is driven by a larger gross profit for
the year ended December 31, 2005.

EBITDA for the year ended December 31, 2005 was $34.0 million,
up $8.2 million compared to $25.8 million for the same period
last year. EBITDA after certain adjustments was $35.7 million,
up approximately $3.7 million from an adjusted EBITDA of
$32.0 million in the same period last year.

Total indebtedness as of December 31, 2005, including the
company's 10% Senior Notes Due 2012, is $130.0 million.  This is a
decrease of $0.1 million from September 30, 2005 driven by
principal payments on capital leases.  As of December 31, 2005,
the Company had no amount outstanding on its senior secured
revolver, which has borrowing capacity up to $40.0 million.  The
leverage ratio was 3.6 as of December 31, 2005, which is down from
3.7 as of September 30, 2005.  Working capital was $17.6 million
as of December 31, 2005, which is down $1.5 million from the
September 30, 2005 balance of $19.1 million.  This decrease is due
to the interest accrued on the semiannual interest payment
obligation for the $120.0 million 10% senior notes in February
2006.  This working capital decrease was partially offset by
$1.0 million increase in our cash balance as of December 31, 2005.
Capital expenditures were $5.8 million or approximately 8.6% of
sales for the fourth quarter 2005, and capital expenditures for
the year ended December 31, 2005 were $11.8 million or 4.5% of
sales.

                      About WII Components

WII Components, Inc. is one of the leading manufacturers of
hardwood cabinet doors, hardwood components and engineered wood
products in the United States. The company is headquartered in St.
Cloud, Minnesota, and, together with its subsidiaries, has
manufacturing plants in St. Cloud, Minnesota, Foreston, Minnesota,
Bowling Green, Kentucky, Wahpeton, North Dakota, Orwell, Ohio and
Molalla, Oregon.

                         *     *     *

Moody's Investor Services and Standard & Poor's assigned their
single-B ratings to WII Components' 10% senior notes due 2012 last
year.


WASTE CONNECTIONS: Launches $175 Million Convertible Note Offering
------------------------------------------------------------------
Waste Connections, Inc. (NYSE: WCN), plans to offer, subject to
market conditions, $175 million aggregate principal amount of
Convertible Senior Notes due 2026 in a private offering.  As part
of the offering, the Company also intends to grant the initial
purchasers of the notes a 30-day option to purchase an additional
$25 million of the notes.

Waste Connections expects to use a portion of the net proceeds
from this offering to fund the repurchase of approximately $65
million of its common stock under its share repurchase program
from purchasers of the notes in privately negotiated transactions
simultaneously with this offering.  The Company expects to use the
remainder of the net proceeds to temporarily reduce borrowings
under its credit facility, pending the potential redemption, in
whole or in part, on or after May 7, 2006, of its outstanding
Floating Rate Convertible Subordinated Notes due 2022, subject to
market conditions.

The offering is being made only to qualified institutional buyers
pursuant to Rule 144A of the Securities Act of 1933, as amended.

Waste Connections, Inc. -- http://www.wasteconnections.com/-- is  
an integrated solid waste services company that provides solid
waste collection, transfer, disposal and recycling services in
mostly secondary markets in the Western and Southern U.S.  The
Company serves more than one million residential, commercial and
industrial customers from a network of operations in 23 states.  
The Company also provides intermodal services for the movement of
containers in the Pacific Northwest.

Waste Connections' 5.18% Floating Rate Convertible Subordinated
Notes carry Moody's Investors Service's B1 rating and Standard &
Poor's BB- rating.


WESTERN WATER: Asks Judge Tchaikovsky to Close Chapter 11 Cases
---------------------------------------------------------------
Western Water Company asks the Honorable Leslie J. Tchaikovsky of
the U.S. Bankruptcy Court for the Northern District of California
for a final decree closing their Chapter 11 cases.

Michael Patrick George, Chief Executive Officer of Western Water
tells the Court that no motions, contested matters and adversary
proceedings remain unresolved in the Debtor's case.  

Mr. Goerge relates that the Debtor commenced and substantially
completed distributions to creditors pursuant to their Confirmed
Amended Plan of Reorganization.

Further, Mr. Goerge states that pending entry of orders on
uncontested matters and the Court's review and approval of final
fee applications of attorneys employed by the Debtor and the
Official Committee of Unsecured Creditors, the Court's role in the
administration of the Debtor's case is complete.

The Plan, confirmed on Feb. 6, 2006, became effective on
Feb. 17, 2006.  Under the Plan, preferred shareholders holding an
allowed $7.7 million liquidation preference claim of the Series C
Preferred Stock will receive new common stock and all common stock
in the Debtor will be cancelled, and the Preferred Shareholders
will become the new common shareholders in the Reorganized Debtor.

Headquartered in Point Richmond, California, Western Water Company
manages, develops, sells and leases water and water rights in the
western United States.  The Company filed for chapter 11
protection on May 24, 2005 (Bankr. N.D. Calif. Case No. 05-42839).  
Adam A. Lewis, Esq., at the Law Offices of Morrison and Foerster,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million and $50 million in assets and debts.


WINN-DIXIE: Assessment Technologies Okayed as Property Tax Advisor
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 27, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates sought
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Assessment Technologies, Ltd., as their
property tax consultants, nunc pro tunc to Nov. 1, 20005.

The Court authorizes the Debtors to employ Assessment
Technologies, Ltd., as their property tax consultants, nunc pro
tunc to Dec. 1, 2005.

Judge Funk rules that ATL is not entitled to payment of a late
charge or interest with respect to payments made by the Debtors
within the time frames contemplated by the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Rules, or Court
orders, as applicable.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLD HEALTH: U.S. Trustee Picks 5-Member Creditors' Committee
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in World Health Alternatives, Inc., and its debtor-
affiliates' chapter 11 case:

       1. Transaction Advisory Services, LLC
          Attn: Blair Alexander West
          230 Park Avenue, Suite 1000
          New York City
          Phone: (212) 472-6200
          Fax: (212) 472-2228;

       2. McEwen Inc., aka Parker Services, Inc.
          Attn: Elizabeth  Parker
          P.O. Box 426
          Clarksburg Ontario, NOH IJO Canada
          Phone: (519) 599-6697
          Fax: (519) 599-2586

       3. Matrix Resources, Inc.
          Attn: J. Robert Stovall
          115 Perimeter Center Pl NE
          Atlanta, Georgia 30338
          Phone: (770) 730-6286
          Fax: (770) 730-6264

       4. Palisades Master Fund, LP
          Attn: Andrew Reckles
          300 Colonial Center Parkway, Suite 260      
          Roswell, Georgia 30076
          Phone: (678) 353-2190
          Fax: (678) 353-2188

      5. Curley and Associates, dba Curley Med
         Attn: Noal W. Curley
         6921 Sylvan Woods Drive
         Sanford, Florida 32771
         Phone: 407-415-5898
         Fax: 407-302-9188.

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

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier     
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


YUKOS OIL: Lithuania May Buy Majority Stake in Mazeikiu Nafta
-------------------------------------------------------------
The Lithuanian government offered to buy a majority stake in
Mazeikiu Nafta AB from OAO Yukos Oil Co., Lucian Kim and Milda
Seputyte write for Bloomberg News.

Economy Ministry spokeswoman in Vilnius, Orijana Jakimauskiene,
told Bloomberg that the government is in exclusive talks with
Yukos over the purchase of the oil refinery in Butinge, which is
estimated to be worth up to US$1 billion.  Lithuanian daily
Lietuvos Rytas disclosed that the state may pay US$1.4 billion for
the 54% stake.

"Is Yukos going to get anything out of it?  Not a sausage," Chris
Weafer, chief strategist for Moscow-based Alfa Bank, told
Bloomberg.  "It's the safest option for Lithuania.  They'll
continue to depend on Russia for oil in the future."

According to the report, other parties that have made offers to
Yukos include:

   -- Poland's PKN Orlen SA;

   -- Kazakhstan's state-owned oil company KazMunaiGaz;

   -- BP Plc's Russian venture TNK-BP; and

   -- Russia's OAO Lukoil in cooperation with U.S.
      ConocoPhillips.

Yukos is facing bankruptcy proceedings in Russia after a
consortium of 14 bank lenders filed on March 10 an involuntary
bankruptcy petition in the Moscow Arbitration Court.  The bank
syndicate, which includes Societe Generale, Citibank, Commerzbank,
Credit Lyonnais, Deutsche Bank, HSBC and ING, are seeking to
recover US$482 million as repayment of the remainder of a $1
billion syndicated loan that Yukos secured in September 2003.  The
group reportedly sold the debt to state-owned oil company Rosneft
on December 2005.

Headquartered in Moscow, Russia, Yukos Oil Company --
http://yukos.com/-- 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 Dec. 14, 2004 (Bankr.
S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb.
24, 2005, by the Hon. Letitia Z. Clark.  A few days after, its
main production unit Yugansk, was sold by the government to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.


YUKOS OIL: Rosneft Buys $482 Million Debt from Bank Lenders
-----------------------------------------------------------
A consortium of 14 foreign bank lenders sold the remainder of a
$1 billion loan owed by Yukos Oil Company to the Russian
Federation state-owned oil company, Rosneft.

Moscow-based Rosneft acquired $482 million of Yukos' debts from
the bank syndicate, which includes Societe Generale, Citigroup
Inc., Commerzbank, Credit Lyonnais, Deutsche Bank, HSBC and ING.  

"It appears, from information secured today by Yukos Oil Company
that the agreement between the banks and Rosneft was undertaken on
Dec. 13, 2005," Yukos said Wednesday in an e-mailed statement.

According to reports, the debt buyout sparked speculation that
Rosneft, which took over Yukos' biggest oil fields in December
2004, is poised to take over what's left of Yukos' foreign assets,
including its Mazeikiu refinery.  

"Rosneft is using the cover of the Kremlin to try and seize the
maximum amount of assets," Yukos' former first vice president,
Alexander Temerko told The Moscow Times.  "If there is no
announcement on the winner of Mazeikiu, it can file to freeze [the
refinery]."

Through its ownership of OAO Yuganskneftegaz, Rosneft already held
the guarantee for the $1 billion loan, Catherine Belton of The
Moscow Times reveals.

The banks asked the Moscow Arbitration Court on March 10, 2006, to
declare Yukos bankrupt in an attempt to recover the remainder of
the $1 billion debt under outstanding loan agreements.  The Court
will convene on March 28, 2006, to hear the involuntary bankruptcy
petition.

Headquartered in Moscow, Russia, Yukos Oil Company --
http://yukos.com/-- 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 Dec. 14, 2004 (Bankr.
S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb.
24, 2005, by the Hon. Letitia Z. Clark.  A few days after, its
main production unit Yugansk, was sold by the government to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.


ZENITH NATIONAL: S&P Upgrades Credit Rating from BB+ to BBB-
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Zenith National Insurance Corp. (Zenith; NYSE:ZNT) to
'BBB-' from 'BB+'.
     
Standard & Poor's also raised its counterparty credit and
financial strength ratings on Zenith Insurance Co. and ZNAT
Insurance Co., which are Zenith's operating insurance companies,
to 'A-' from 'BBB+'.
     
The outlook on all these companies is stable.
     
Standard & Poor's also raised its preferred stock rating on Zenith
by two notches to 'BB' from 'B+'.  The notching between the
preferred stock rating and holding company counterparty credit
rating was narrowed to two notches in accordance with our criteria
for investment-grade ratings.
      
"The upgrade was driven by several factors, including strong
earnings and continued favorable conditions in Zenith's two
largest workers' compensation markets, California and Florida,"
said Standard & Poor's credit analyst Jason A. Jones.  "In
addition, financial leverage decreased to a low level by year-end
2005, capitalization is strong, and the company exited the
volatile and underperforming assumed reinsurance business."
     
Zenith's strengths include:

   * its very strong earnings;

   * favorable conditions in its core markets;

   * strong and improved capitalization;

   * decreased financial leverage;

   * strong competitive position in California workers'
     compensation; and

   * record of outperforming the California workers' compensation
     industry throughout the cycle.

A partially offsetting weakness is the company's geographic and
line-of-business concentrations.
     
Standard & Poor's expects Zenith's underwriting results to remain
very strong.  Workers' compensation results should be strong in
both of Zenith's largest markets:

   * California, and
   * Florida.  

As recent rate decreases take effect, Zenith's workers'
compensation combined ratio is expected to rise several points in
2006, but the company's earnings and underwriting profits should
still be strong.  Assumed reinsurance will have minimal potential
to generate volatility, as all assumed reinsurance treaties are
expected to be nonrenewed by the third quarter of 2006.  Financial
leverage is expected to remain conservative, and capitalization is
expected to remain strong to very strong.


* Chadbourne & Parke Names Werwaiss and Korotkova as Counsel
------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported the
naming of two attorneys to the position of counsel, effective
March 1, 2006.  The new counsel are Gretchen Werwaiss, resident in
New York, and Evgenia M. Korotkova, resident in Moscow.

"Gretchen and Evgenia are outstanding attorneys who represent the
direction in which Chadbourne is moving," said Charles K. O'Neill,
Managing Partner.  "The Management Committee is proud to name them
as counsel, and look forward to their continued valuable
contributions to the Firm."

Gretchen Werwaiss, age 35, New York office, Litigation: Ms.
Werwaiss is well versed in both general commercial litigation and
product liability defense.  Ms. Werwaiss has extensive experience
defending companies involved in class actions.  She continues
ongoing work as national counsel for a pharmaceutical manufacturer
involved in over 1300-product liability cases, involving different
products, pending in state and federal courts across the country.  
She also has significant experience in general commercial
litigation, having been involved in such matters as the defense of
multiple related federal securities actions.  Ms. Werwaiss earned
a B.A. from Georgetown University and a J.D., cum laude, from
Georgetown University Law Center.

Evgenia M. Korotkova, age 37, Moscow office, Russia & CIS: Ms.
Korotkova concentrates on general corporate matters, real estate,
securities, currency regulation, licensing, banking, taxation,
anti-monopoly and labor issues.  Ms. Korotkova advises clients in
the manufacturing, energy and telecommunications sectors.  She
participates in negotiations, and reviews and drafts documents in
connection with various corporate transactions, including mergers
and acquisitions.  She has conducted numerous due diligence
reviews of Russian companies in a variety of sectors, including
telecommunications, oil and gas, consumer products and
pharmaceuticals.  Ms. Korotkova has advised clients on a
wide range of issues connected with the establishment and
operation of enterprises with foreign investment.

Ms. Korotkova earned her Law Diploma from Moscow State University
in 1993.

                  About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is an international law firm that  
provides a full range of legal services, including mergers and
acquisitions, securities, project finance, private equity,
corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters.  Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, and Latin America.  The Firm has
offices in New York, Washington, D.C., Los Angeles, Houston,
Moscow, St. Petersburg, Kyiv, Almaty, Warsaw (through a
Polish partnership), Beijing, and a multinational partnership,
Chadbourne & Parke, in London.



* Harpeth Capital Investment Bank Creates Advisory Board
--------------------------------------------------------
Harpeth Capital disclosed that it has created an Advisory Board
comprised of seasoned business executives.

"We have recruited a Board of truly national stature," said Turney
Stevens, CEO of Harpeth.  "We believe this Board, with its
extensive contacts and relationships, will be instrumental in
enabling us to grow our business into a nationwide, mid-market
investment bank."

Harpeth Capital recently merged with West End Capital Partners and
Chuck Byrge is Harpeth Capital's President and Head of Investment
Banking.  "Having access to such a prominent board of advisors was
a major catalyst for the merger and we have already benefited
greatly from their interaction," said Mr. Byrge.

The Advisory Board members are:

William F. Andrews has served as Chairman, President and CEO of
five public companies, including three New York Stock Exchange
companies.  He has also been Chairman of three private companies
and on the Boards of numerous public companies.  Mr. Andrews has
been a Principal at Kohlberg & Company since 1995.  He currently
serves as Chairman of Corrections Corporation of America.    

Sam W. Bartholomew, was a Founder and Chairman Emeritus of Adams &
Reese / Stokes Bartholomew, a regional law firm throughout the
mid-south.  He has served on numerous Boards of public and private
companies and philanthropic institutions.   He was a Presidential
appointee to the Board of Directors of Federal National Mortgage
Association (Fannie Mae).  He is Harpeth Capital's Advisory Board
Chairman.

Jim W. Bradford is Dean of Vanderbilt University's Owen Graduate
School of Management and former President and CEO for AFG
Industries, Inc., North America's largest vertically-integrated
glass manufacturing and fabrication company.  He is also former
President and CEO of United Glass Corporation, a consolidation of
domestic glass fabricators in the United States and Canada.

Bret Comolli serves as CEO of Asurion, which has grown to be the
North American leader in enhanced services for the wireless
industry.  Mr. Comolli's prior experience includes CEO, COO and
General Manager Positions at companies such as Excite@Home,
Kendara, Risk Management Solutions and the U.S. Army Corps of
Engineers.  

Marty G. Dickens has served as President-Tennessee of BellSouth
Corporation since 1999. He began his career with BellSouth in
1969, later becoming Executive Vice President of BellSouth
International, responsible for overseeing foreign operations.  He
is active in the community, including serving as Chairman of the
Nashville Visitors and Convention Bureau and past Chairman of the
Nashville Area Chamber of Commerce.

Winfield Dunn is former Governor of the State of Tennessee.  After
serving as Governor, he joined the Board and executive management
of Hospital Corporation of America.  He has been a member of
numerous Boards and Presidential Commissions, and was three times
named Tennessee's Man of the Year.  He was a dentist in clinical
practice prior to becoming Governor.  

Jack Faris, ranked as the most influential small-business leader
in Washington by Fortune Small Business magazine, was President
and CEO of the National Federation of Independent Business.  As
the voice of small business, has been was a nationally recognized
spokesperson with regular appearances in leading news outlets. Mr.
Faris was a recent appointee to President Bush's President's
Export Council.

Clayton McWhorter, Co-Founder and Chairman of Clayton Associates,
has more than 30 years experience in the healthcare industry.  He
is former Chairman, President and CEO of HealthTrust, Inc.  He
also served as President and Chief Operating Officer of Hospital
Corporation of America.

Stuart McWhorter is Co-Founder and President of Clayton
Associates, an investment management company primarily focused on
private equity in the healthcare services industry.  Mr. McWhorter
is former Co-Founder of OrthoLink Physicians Corporation, which
grew to a $200 million revenue company in four years, and was
acquired by United Surgical Partners.

George Yowell has served as President of Tennessee Tomorrow, Inc.,
since the organization was formed in 1994.  Tennessee Tomorrow is
a public, private and academic partnership focused on the climate
for sustainable development in Tennessee.  Mr. Yowell was a banker
for 30 years and served as President and CEO for nineteen years at
Dominion Banks in Richmond and Nashville.

                          About Harpeth

Founded in 1999, Harpeth Capital, LLC --
http://www.harpethcapital.com/-- is an independent, investment  
banking boutique firm specializing in capital raising (equity,
mezzanine and senior debt) and merger and acquisition advisory
services for private and public middle market companies.


* Marc Cohen of Kaye Scholer Chosen as Bankr. Lawyer of the Year
----------------------------------------------------------------
Marc Cohen, Chair of the Business Reorganization and Creditors'
Rights Group of Kaye Scholer's Los Angeles office, was honored
today by the Century City Bar Association as "Bankruptcy Lawyer of
the Year" at the Association's 38th Annual Installation Dinner and
Awards Ceremony.

Mr. Cohen has 30 years' experience in bankruptcy law and corporate
reorganization, with particular emphasis on the representation of
bondholders, secured creditors, creditor's committees, and
debtors-in-possession.  He is currently representing the
Reorganized California Power Exchange in various venues, LAX in
the Delta bankruptcy, and Phillip Morris Capital Corporation in
the Calpine bankruptcy.  Mr. Cohen has served as chair of the
Executive Committee of the Commercial Law and Bankruptcy Section
of the Los Angeles Bar Association.  He has also served two terms
as a member of the Insolvency Committee of the State Bar of
California and is a Fellow in the American College of Bankruptcy.

"Mr. Cohen is a wonderful bankruptcy lawyer and we take great
pride in the fact that he has been recognized for his lifetime
achievements by his peers," said Michael Fernhoff, managing
partner of Kaye Scholer's Los Angeles office.

Kaye Scholer's Business Reorganization And Creditors' Rights Group

Kaye Scholer has one of the largest and most experienced groups of
attorneys in the country dedicated exclusively to restructuring
and bankruptcy work.  The firm offers clients a comprehensive,
nationwide restructuring and insolvency practice based in our
offices in New York, Chicago and Los Angeles.  The firm's clients
include agents for syndicates of lenders, individual lenders and
lessors, equity sponsors and their portfolio companies, debtors,
indenture trustees, fiduciaries and committees.  The group excels
at resolving complex issues, whether in the context of out-of
court restructuring or a bankruptcy proceeding, in addition to
working through complicated structures, many of which involve
cross-border issues.

                       About Kaye Scholer

One of the largest law firms in the United States, Kaye Scholer
LLP -- http://www.kayescholer.com/-- was founded over 85 years  
ago in New York City.  The firm counts some 500 lawyers in eight
offices: New York, Chicago, Los Angeles, Washington, D.C., West
Palm Beach, Frankfurt, London, and Shanghai.


* Proskauer Rose Names 4 New Partners for Washington D.C. Office
----------------------------------------------------------------
Proskauer Rose LLP expanded its growing Washington, D.C., office
and its life sciences and intellectual property practices with the
addition of four new partners.

The new partners -- Colin G. Sandercock, co-chair of Heller
Ehrman's Patents & Trademark Practice Group, John P. Isacson, Dr.
Paul M. Booth, and David W. Laub -- are former shareholders in the
Washington, D.C. office of Heller Ehrman LLP.  They bring
extensive expertise in intellectual property litigation and
transactions on behalf of clients in a wide range of industries
that include biotechnology, pharmaceuticals, medical devices,
chemistry, mechanical and electro-mechanical technologies,
electrical arts, and software.

According to Allen I. Fagin, chairman of Proskauer Rose, the
additions significantly advance the firm's twin goals of growing
its D.C. office and adding depth to its patent and life sciences
capabilities.

"We welcome this exceptional group and the expertise they bring.
They will add measurably to our growing national and international
patent and life sciences practices," said Mr. Fagin, noting that
the firm's patent practice has grown to more than 50 lawyers in
the eight years since its inception.

The new group continues the recent expansion of Proskauer's D.C.
office, which now has more than 40 attorneys including recent
additions Rhett Krulla, a former senior trial attorney at the
Federal Trade Commission, and Robyn Manos, a former special
counsel at the Securities and Exchange Commission.  The office
also recently moved into new, expanded office space at 1001
Pennsylvania Avenue.

Mark J. Biros, head of the firm's D.C. office, said the recent
additions bring important IP and related capabilities and add
significantly to Proskauer's D.C. office, which is growing quickly
across the board. Mr. Biros added: "The reputations and stature of
this group are second-to-none and we look forward to working with
them."

Proskauer's patent and life sciences practices are a significant
part of the firm's Intellectual Property Group and its Litigation
and Corporate departments.  The firm's attorneys practice in a
broad range of industries in matters that include patent and
technology-related litigation, patent counseling, licensing and
technology transfer, and patent procurement.

The new partners in the D.C. office are:

   1) Colin G. Sandercock is a litigation and transactional
      attorney handling matters in all areas of life sciences
      including district court litigation and licensing and
      management of domestic and foreign patent portfolios for
      clients in biotechnology, medical devices, and
      pharmaceutical, chemical and inorganic chemistry.

      He is a former shareholder of Heller Ehrman, where he was
      co-chair of the firm's Patents & Trademarks Practice Group
      and a member of the Intellectual Property Litigation and
      Transaction practice groups.  He serves on the AAA Patent
      Advisory Committee and has also served as adjunct professor
      of law at the George Washington University School of Law,
      chaired the American Intellectual Property Law Association's
      Interference Committee's Electronic Records Subcommittee,
      the Annual Electronic Records Conference in London, and as
      legal counsel to the Collaborative Electronic Notebook
      Systems Association.  Mr. Sandercock received his law degree
      from The Catholic University of America, a Master of Science
      in Engineering from the University of Pennsylvania and a
      Bachelor of Science from Moravian College.

   2) John P. Isacson practices in the areas of U.S. and
      international intellectual property law, counseling clients
      in portfolio management, federal litigation, patent
      interferences and Hatch-Waxman matters in the biotechnology,
      pharmaceuticals, immunological, chemical, and medical device
      fields.  He was previously a shareholder of Heller Ehrman
      and a member of the firm's Patents & Trademarks and Life
      Sciences & Technology practice groups.

      Prior to entering private practice, Mr. Isacson served as a
      Law Clerk to Judge Daniel J. Davidson, Chief Administrative
      Law Judge of the U.S. Food and Drug Administration. He
      graduated from the George Washington University School of
      Law and the University of Maryland.

   3) Dr. Paul M. Booth practices in the areas of biotechnology,
      chemistry and pharmaceuticals and is an expert in preparing
      validity and infringement opinions and prosecuting U.S. and
      foreign patent applications.  He was previously a
      shareholder of Heller Ehrman and a member of the firm's Life
      Sciences and Patents & Trademarks practice groups.

      Prior to practicing law, Dr. Booth worked in the
      biotechnology industry, where he directed research groups in
      cell adhesion, lymphokines and cytokines, and catalytic
      antibodies.  He also has extensive training in synthetic
      organic chemistry.  He is a graduate of the Imperial College
      of Science, Technology and Medicine in London and Georgetown
      University Law Center.  He was also a research fellow at
      Harvard Medical School, a postdoctoral researcher at
      Cambridge University, and a diplomarbeit at Eldgenossische
      Technische Hochschule in Zurich.

   4) David W. Laub specializes in intellectual property matters
      primarily relating to patents in the areas of mechanical and
      electro-mechanical technologies, medical devices, electrical
      arts, software, and business methods.  He counsels clients
      on preparing and prosecuting patents and maintaining and
      protecting patent portfolios of all sizes and is an
      experienced patent litigator.

      Mr. Laub was a shareholder of Heller Ehrman and a member of
      the firm's Intellectual Property Practice Group.  Prior to
      joining Heller, he was a partner in the Intellectual
      Property group at Morgan, Lewis and Bockius.  Mr. Laub also
      served as intellectual property counsel at Siemens
      Corporation, and was a primary examiner at the U.S. Patent
      and Trademark Office.  He is a graduate the Washington
      College of Law at American University and received a degree
      in mechanical engineering from the State University of New
      York at Stony Brook.

                      About Proskauer Rose

Proskauer Rose -- http://www.proskauer.com/-- founded in 1875, is  
one of the nation's largest law firms, providing a wide variety of
legal services to clients throughout the United States and around
the world from offices in New York, Los Angeles, Washington, D.C.,
Boston, Boca Raton, Newark, New Orleans and Paris.  The firm has
wide experience in all areas of practice important to businesses
and individuals, including corporate finance, mergers and
acquisitions, general commercial litigation, private equity and
fund formation, patent and intellectual property litigation and
prosecution, labor and employment law, real estate transactions,
internal corporate investigations, white collar criminal defense,
bankruptcy and reorganizations, trusts and estates, and taxation.  
Its clients span industries including chemicals, entertainment,
financial services, health care, hospitality, information
technology, insurance, Internet, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Former Bankruptcy Judge Ralph Mabey Joins Stutman Treister
------------------------------------------------------------
Stutman, Treister & Glatt reported that former Bankruptcy Judge
Ralph R. Mabey has joined the firm as senior of counsel, effective
March 17, 2006.

Mr. Mabey served as a U.S. Bankruptcy Judge from 1979 to 1983.
More recently, he has been recognized for his extensive national
experience as an examiner, trustee and committee counsel, as well
as an arbitrator, mediator and expert witness in countless
restructuring and bankruptcy related cases in various
jurisdictions throughout the country.

A member of the New York and Utah Bars, Mr. Mabey's service in
complex workout, bankruptcy, reorganization, and litigation
matters includes:

     -- A.H. Robins Company (as examiner with expanded powers);
     
     -- Dow Corning (as counsel for certain bondholders);

     -- Columbia Gas System (as equity committee counsel);

     -- Federated Department Stores (as counsel for the official
        pre-merger bondholders committee);

     -- TWA (as counsel for the pilots);

     -- American Airlines (as counsel for the pilots);

     -- Enron (as special counsel for the debtor);

     -- Cajun Electric Power Cooperative (as chapter 11 trustee);

     -- Boston Chicken (as an expert witness); and

     -- @Home/Excite (as an expert witness).

Robert A. Greenfield, senior shareholder of Stutman, Treister &
Glatt, said that the addition of Mr. Mabey further enhances the
firm's national practice.

"Ralph's wealth of experience in special situations and fiduciary
representations augments ST&G's national reorganization practice.
Members of the firm have long had a working relationship with
Ralph and are extremely excited about the opportunities this new
association affords," Mr. Greenfield said.

"I am eager to work closely with the Stutman team," Mr. Mabey
said. "We have worked together on a number of important matters
over the years, and I look forward to our expanded relationship
and active involvement in future complex restructuring matters."

Mr. Mabey received his law degree from Columbia University where
he served on the Board of Editors of the Columbia Law Review.  He
is the immediate past Chair of the American College of Bankruptcy
and served as an appointee of the late Chief Justice William H.
Rehnquist to the U.S. Judicial Conference's Advisory Committee on
the Bankruptcy Rules.  He has also served as the managing editor
of the Norton Bankruptcy Law Adviser, on the Editorial Advisory
Board of the American Bankruptcy Law Journal, and currently serves
as a contributing author to Collier on Bankruptcy.

Mr. Mabey is a member of the National Bankruptcy Conference's
Executive Committee, the American Law Institute and the American
Bar Association's Select Advisory Committee on Business
Reorganization.

Mr. Mabey founded, and for 20 years headed, the international
bankruptcy practice of LeBoeuf, Lamb, Greene & MacRae LLP and was
formerly a name partner in Mabey Murray LC.

Mr. Mabey resides in the Salt Lake City area, where he teaches
bankruptcy related subjects at the J. Reuben Clark Law School,
Brigham Young University.  He can be reached at the firm's Los
Angeles office at:

        Ralph R. Mabey, Esq.
        Stutman, Treister & Glatt
        1901 Avenue of the Stars, 12th Floor
        Los Angeles, California 90067;
        Phone: (310) 228- 5720;

                     About Stutman Treister

Stutman, Treister & Glatt -- http://www.stutman.com/ -- is  
nationally known for innovative, strategic problem solving in the
field of restructuring and bankruptcy.  Since the firm's founding
in 1948, ST&G has practiced exclusively in the area of business
bankruptcy and corporate restructuring, representing financially
troubled businesses, both in and out of court; buyers and sellers
of troubled companies; creditors' and bondholders' committees;
significant shareholders and equity committees; hedge funds and
other investors in "distressed " debt and securities; significant
secured and unsecured creditors and plaintiffs and defendants in
LBO and bankruptcy-related litigation.


* Mesirow Financial Consulting Welcomes Thomas J. Allison
---------------------------------------------------------
Mesirow Financial is pleased to announce that Thomas J. Allison
will be joining its Consulting division as of March 20, 2006, as
executive vice president and senior managing director.  Mr.
Allison's wealth of experience will be instrumental as the firm
continues to enhance its position as a leading provider of
financial advisory services.

Mr. Allison joins Mesirow Financial with more than 25 years of
experience, most recently as the national practice leader of the
restructuring group for Huron Consulting.  Previously he served as
the partner-in-charge of Arthur Andersen LLP's Chicago-based
central region restructuring practice.  He has served as CFO of
two NYSE healthcare companies and has extensive experience in
negotiating loan agreements and placing loans to companies in
financial distress.  Mr. Allison's industry expertise includes
airlines, transportation, retail, consumer products, general
manufacturing, importing, distribution, high technology,
healthcare, food and paper and packaging.

A full-service financial advisory consulting provider, Mesirow
Financial Consulting provides corporate recovery, litigation and
investigative services, valuation services, interim management,
operations and performance improvement and other consulting
services.
     
Visit Mesirow Financial online at http://www.mesirowfinancial.com/
to learn more about the firm's Financial Advisory services.


* BOOK REVIEW: Small Business in American Life
----------------------------------------------
Author:     Stuart W. Bruchey
Publisher:  Beard Books
Softcover:  391 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/158798184X/internetbankrupt

This collection of seventeen essays, mostly by professors of
history or economics, were written at the invitation of Bruchey to
compose an "American Report" during the International Commission
on the History of Social Movements and Social Structures convened
in Bucharest, Romania, in 1980.  Bruchey's twenty-seven page
"Introduction" constitutes the Report he delivered, while the
seventeen essays are included as they were submitted to him to
enable him to create the overall Report.

Bruchey's Report and the supporting essays reflect the American
view that small business is a special, much-valued opportunity
offered by American society and its economy.  At the same time, it
is an expression of the society's prized values of individuality,
enterprise, ambition, and vision.  As Bruchey states, "The urge to
be an entrepreneur, to be one's own boss, is virtually universal."

The essays elaborate on the variety of ways this urge has played
out in society and the economy in the course of American history.  
With the small population of Colonial times removed from the
centuries-old society of England, the entrepreneurial-minded and
talented stood out both as exemplars and originators of the
American economy.

An essay entitled, "The Revolutionary Charleston Mechanic" by
Richard Walsh, a Professor of History at Georgetown University, is
a fascinating depiction of the role of small businessmen such as
saddlers, cabinetmakers, and shoemakers.  The Charleston mechanic
is described as one of the "three influential classes in
Charleston during the Colonial and Revolutionary periods."  The
mechanics were found in all sectors of the local economy:
shipbuilding, barrel-making, tanning, candle making, and others.  
At first, they were regarded as below the merchants in social
status, with the British administrators and aristocrats the top
class.  But the mechanics bristled at their low status and the
competition from English goods.  They were kept from participating
in public affairs.  But eventually, they elected representatives
to the city Assembly, gained favorable laws for their own goods
with respect to imports and taxes, improved their social status by
becoming owners of large homes, and influenced Colonists beyond
Charleston by trade with other colonies.  The aims and activities
of the Charleston mechanics in the 1700s became a blueprint for
the activism of later generations of Americans.

Essays on "Economics and Culture in the Gilded Age Hatting
Industry" and "The Role of Small Business in the Process of Skill
Acquisition" represent the approach of the other essays in using a
relatively specialized topic to illustrate the broader and lasting
place or effects of small business in American economy and
society.  Their themes reflect how even modest skills, such as
shoe repair or needlework, indicate an aptitude and a desire for
improvement that contributes to the economy and overall social
progress.

With its varied, solid insights by knowledgeable academics,
Bruchey's collection of essays evidences the value of small
business and entrepreneurialism in America.

Bruchey, a former professor of history at Columbia University,
presents 17 essays, by contributors in history, economics, and
labor studies, on the role small business has played in US
history, particularly in manufacturing, retail, and banking.  
Material originated at the 1980 convention, held in Bucharest,
Romania, of the International Commission on the History of Social
Movements and Social Structures.  The book was first published in
1980 by Columbia University Press.


                          *********

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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